S-4

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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on April 11, 2016

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

JACK COOPER HOLDINGS CORP.
SEE TABLE OF ADDITIONAL REGISTRANTS ON FOLLOWING PAGE
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 4213
(Primary Standard Industrial
Classification Code Number) 26-4822446
Employer
Identification Number)

1100 Walnut Street, Suite 2400
Kansas City, Missouri 64106
(866) 983-4000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Michael S. Testman
Chief Financial Officer
1100 Walnut Street, Suite 2400
Kansas City, Missouri 64106
(866) 983-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Elizabeth Noe
Paul Hastings LLP
1170 Peachtree St., Suite 100
Atlanta, GA 30309
(404) 815-2287

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective date of this registration statement.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.    o

          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.    o

          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 o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

          Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

          Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per unit	Proposed maximum aggregate offering price(1)	Amount of registration fee(1)
9.25% Senior Secured Notes due 2020	$375,000,000	100%	$375,000,000	$37,763
Guarantees of 9.25% Senior Secured Notes due 2020(2)	$375,000,000	(3)	(3)	(3)

(1)

Represents the maximum principal amount at maturity of 9.25% Senior Secured Notes due 2020 that may be issued pursuant to the exchange offer described in this registration statement. Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

(2)

The guarantors are U.S. wholly owned subsidiaries of Jack Cooper Holdings Corp. and have guaranteed the notes being registered.

(3)

Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee is payable for the guarantees of the notes.

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 of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact name of Registrant as specified in its Charter*	State or other Jurisdiction of Incorporation or Organization	I.R.S. Employee Identification Number
Jack Cooper Specialized Transport, Inc.	Delaware	45-3178881
Auto Export Shipping, Inc.	New Jersey	22-3641346
Axis Logistic Services, Inc.	Delaware	46-4212904
Jack Cooper CT Services, Inc.	Delaware	46-4213523
Jack Cooper Rail and Shuttle, Inc.	Delaware	46-4217801
Auto Handling Corporation	Delaware	73-0934011
Jack Cooper Logistics, LLC	Delaware	27-4023433
Jack Cooper Transport Company, Inc.	Delaware	73-0493030
Pacific Motor Trucking Company	Missouri	73-1327203

*

The address of the principal executive offices of all of the registrants is 1100 Walnut Street, Suite 2400, Kansas City, Missouri 64106.

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission, of which this prospectus is a part, is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any representation to the contrary is a criminal offense.

SUBJECT TO COMPLETION, DATED APRIL 11, 2016

PROSPECTUS

Jack Cooper Holdings Corp.

Offer to Exchange
9.25% Senior Secured Notes due 2020
(CUSIP:            )
For 9.25% Senior Secured Notes due 2020
(CUSIP: 466355AE4 and U4687AAD8)
($375,000,000 in principal amount outstanding)

        We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, our new registered 9.25% Senior Secured Notes due 2020 (the "Exchange Notes") for all of our outstanding unregistered 9.25% Senior Secured Notes due 2020 (the "Original Notes"). We will not receive any proceeds from the exchange offer.

Material Terms of the Exchange Offer

        Terms of Exchange Notes.    The terms of the Exchange Notes will be substantially identical to the Original Notes, except that the Exchange Notes will not be subject to transfer restrictions or registration rights relating to the Original Notes. See the section entitled "Description of the Exchange Notes" beginning on page 107 for more information about the Exchange Notes and related exchange guarantees to be issued in this exchange offer.

        Expiration Date.    The exchange offer expires at 5:00 p.m., New York City time, on                    , 2016, unless extended.

        Notes Exchanged; Withdrawal.    All Original Notes tendered in accordance with the procedures in this prospectus and not withdrawn will be exchanged for an equal amount of Exchange Notes. You may withdraw your tender of Original Notes at any time before expiration of the exchange offer. We will exchange all of the Original Notes that are validly tendered and not withdrawn.

        Conditions.    The exchange offer is not conditioned upon a minimum aggregate principal amount of Original Notes being tendered. The exchange offer is subject only to the conditions that it not violate applicable laws or any applicable interpretation of the staff of the Securities and Exchange Commission ("SEC").

        Guarantees.    We are also offering to exchange the guarantees associated with the Original Notes (the "Original Guarantees"), for the guarantees associated with the Exchange Notes (the "Exchange Guarantees"). The terms of the Exchange Guarantees will be substantially identical to the Original Guarantees, except that the Exchange Guarantees will not be subject to the transfer restrictions or registration rights relating to the Original Guarantees.

        Market for Exchange Notes.    There is no existing market for the Exchange Notes, and we do not intend to apply for their listing on any securities exchange or arrange for them to be quoted on any quotation system.

If you do not exchange your Original Notes and related Original Guarantees for Exchange Notes and related Exchange Guarantees in the exchange offer, you will continue to be subject to the restrictions on transfer provided in the Original Notes and related Original Guarantees and the indenture governing those notes. In general, you may not offer or sell your Original Notes and related Original Guarantees unless such offer or sale is registered under the federal securities laws or they are sold in a transaction exempt from or not subject to the registration requirements of the federal securities laws and applicable state securities laws.

See "Risk Factors" beginning on page 21 for a discussion of certain risks that you should consider before participating in the exchange offer.

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 date of this prospectus is                        , 2016

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	iii
PROSPECTUS SUMMARY	1
RISK FACTORS	21
USE OF PROCEEDS	45
RATIO OF EARNINGS TO FIXED CHARGES	46
CAPITALIZATION	47
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA	48
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	53
BUSINESS	78
MANAGEMENT	90
EXECUTIVE COMPENSATION	97
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	101
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	102
DESCRIPTION OF OTHER INDEBTEDNESS	104
DESCRIPTION OF THE EXCHANGE NOTES	105
THE EXCHANGE OFFER	175
BOOK ENTRY, DELIVERY AND FORM	185
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	187
PLAN OF DISTRIBUTION	188
LEGAL MATTERS	188
EXPERTS	188
WHERE YOU CAN FIND MORE INFORMATION	189

        Each broker-dealer that receives Exchange Notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer during the 180-day period following the closing of the exchange offer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making or other trading activities. We have agreed that during the 180-day period following the closing of the exchange offer we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

ABOUT THIS PROSPECTUS

        In making your decision regarding participation in the exchange offer, you should rely only on the information contained or incorporated by reference in this prospectus. This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. We have not authorized anyone to provide you with any other information. We are not making an offer of these securities in places where offers and sales are not permitted. The information contained in this prospectus and any applicable prospectus supplement is accurate only on the date such information is presented. Our business, financial condition, results of operations and prospectus may have changed since that date.

        This prospectus may be supplemented from time to time to add, update or change information in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to

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constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.

        The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The registration statement, including the exhibits, can be read on the website of the SEC or at the offices of the SEC as further described in "Where You Can Find More Information." You may obtain a copy of the registration statement and its exhibits, free of charge, by oral or written request directed to: Jack Cooper Holdings Corp., 1100 Walnut Street, Suite 2400, Kansas City, Missouri 64106. The exchange offer is expected to expire on                    , 2016 and you must make your exchange decision by this expiration date. To obtain timely delivery of the requested information, you must request this information by                    , 2016, which is five business days before the expiration date of the exchange offer.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are any statements not based on historical information. Statements other than statements of historical facts included in this prospectus, including, without limitation, statements regarding our future financial position and results of operations, business strategy, budgets, projected costs and plans and objectives of management for future operations are "forward looking statements." Forward-looking statements include statements preceded by, followed by or that include the words "may," "could," "would," "should," "believe," "expect," "anticipate," "plan," "estimate," "target," "project," "intend," "understands" or similar expressions and the negative of such words and expressions, although not all forward-looking statements contain such words or expressions.

        Forward-looking statements are only predictions and are not guarantees of performance and involve certain risks, uncertainties and assumptions that are difficult to predict. These statements generally relate to our plans, objectives and expectations for future operations and are based on management's beliefs and assumptions, which in turn are based on currently available information. These assumptions could prove inaccurate, which could cause actual results that differ materially from those contained in any forward-looking statement and we can give no assurance that the forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, include, but are not limited to, the following:

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our history of net losses could impair our ability to raise capital needed for our operations;

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our substantial indebtedness, which could adversely affect our financial health and prevent us from fulfilling our obligations under the Exchange Notes;

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our ability to generate cash to service our indebtedness and other obligations, which ability depends on many factors beyond our control;

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the indenture governing the Exchange Notes and the Original Notes and our revolving credit facility and term loan impose significant operating and financial restrictions on us, which may prevent us from capitalizing on business opportunities and taking some actions;

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we are highly dependent on the automotive industry, and a further decline in the automotive industry could have a material adverse effect on our operations;

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the loss of any of our major customers would adversely affect our business;

•

our business is subject to several general economic and business factors, which affect the broader industry, exist beyond our control and any of which could have a material adverse effect on our operating results; and

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the other factors discussed under "Risk Factors" beginning on page 21.

        Although we believe the forward-looking statements in this prospectus are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Further, forward-looking statements speak only as of the date of this prospectus and we do not undertake any obligation to publicly update or revise any such statements. We urge you not to unduly rely on forward-looking statements contained in this prospectus.

iii

MARKET DATA USED IN THIS PROSPECTUS

        Certain market and industry data included in this prospectus and our position and the positions of our competitors within these markets are based on estimates of our management, which are primarily based on our management's knowledge and experience in the markets in which we operate. Although we believe all of these estimates were reasonably derived, you should not place undue reliance on them as estimates are inherently uncertain. Other market and industry data was provided by Freedonia Group, Inc., a division of Marketresearch.com ("Freedonia"), Wards Automotive, IHS, Inc. and Manheim Auctions, Inc. Industry and market publications and surveys indicate that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein.

iv

PROSPECTUS SUMMARY

This summary highlights information from this prospectus, but does not contain all material features of the exchange offer. To understand all of the terms of the exchange offer and for a more complete understanding of our business, you should carefully read the entire prospectus and the documents incorporated by reference in this prospectus.

In this prospectus, references to "we," "our," "us," "the Company" or "JCHC" mean Jack Cooper Holdings Corp. and its subsidiaries. Additionally, we use the term "Original Notes" to refer to the 9.25% Senior Notes due 2020 that were issued by the Company, pursuant to that certain Indenture, dated as of June 18, 2013, by and among the Company, the guarantors party thereto and U.S. Bank, National Association, as trustee (as amended or supplemented, the "Indenture"); the term "Exchange Notes" to refer to the 9.25% Senior Secured Notes due 2020 that have been registered under the Securities Act and are being offered in exchange for the Original Notes as described in this prospectus; the term "Existing Guarantees" to refer to the guarantees related to the Original Notes; the term "Exchange Guarantees" to refer to the guarantees related to the Exchange Notes.

Company Overview

        We are a transportation and logistics provider and a leading over-the-road finished vehicle logistics, or FVL, company in North America. We provide premium asset and non-asset based solutions to the global new and used vehicle markets, specializing in light vehicle transportation and other logistics services for major original equipment manufacturers, or OEMs, and fleet ownership companies, remarketers, wholesalers and consignors. We offer a broad, complementary suite of asset and non-asset based transportation and logistics solutions through a fleet of 2,421 active rigs as of December 31, 2015 and a network of 57 strategically located terminals across North America. We believe our scale and full range of over-the-road transportation and value-added logistics services, offered in over 85 locations across the U.S., Canada and Mexico allow us to operate efficiently and deliver superior customer service, which we believe gives us a competitive advantage in maintaining and winning new business. In 2015, we transported over four million finished vehicles, which we believe is significantly higher than the number of units transported by our nearest competitor.

        Since 2008, we have undertaken a number of strategic operational initiatives and completed five acquisitions. In December 2013, we completed the acquisition of substantially all of the assets of Allied Systems Holdings, Inc., or the Allied Acquisition, and certain of its wholly-owned subsidiaries, or the Allied Sellers, following which we became the largest over-the-road FVL provider in North America. We believe we are ideally positioned to capitalize on favorable growth and modal shifts in the global FVL industry (which includes all modes of transportation, whether truck, rail or ship), as well as expand into other related industries that require highly specialized or customized asset and non-asset based solutions.

        We provide a critical component of the automotive supply chain, serving as a primary link in the delivery of finished vehicles from manufacturing plants, vehicle distribution centers, or VDCs, seaports and railheads to new vehicle dealerships. We operate primarily in the short haul segment of the U.S. automotive transportation market for new and pre-owned passenger vehicles, light trucks, sport utility vehicles and transit vans, with an average length of haul of approximately 200 miles. We operate the largest active fleet in the North American auto hauling industry, with 3,197 useable rigs as of December 31, 2015, of which 2,421 are active, compared to approximately 2,036 rigs owned or leased by our next largest competitor. We believe our sufficiently large fleet of useable rigs allows us to flex capacity and meet future customer needs. Our excess capacity is a direct result of the Allied Acquisition, and we believe that our spare capacity is not typical in the industry.

        In addition to our asset-based transportation solutions, we provide our customers with a broad range of complementary non-asset based logistics and value-added services. Logistics services include

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freight brokering as well as international shipping services for light vehicles, heavy class trucks, and equipment in the "high and heavy" category (construction, mining, and agriculture equipment, as well as buses) through our non-vessel operating common carrier, or NVOCC, subsidiary. Value-added services include the installation of OEM order accessories, claims management, vehicle inspection, including a high definition photography application for vehicle inspectors, and title and supply chain management services, as well as rail and yard management and port processing. Since 2010, we have grown our logistics business revenue from zero to approximately $62.0 million of annual revenue. During the year ended December 31, 2015, we expanded our non-asset based value added service offerings through the use of vehicle photography in the inspection process for remarketing purposes. We believe we will continue to expand our non-asset based revenue with limited incremental investment. We are also exploring expansion of our Mexican operations.

        Our largest customers include General Motors Company, or GM, Ford Motor Company, or Ford, and Toyota Motor Sales, USA, Inc., or Toyota, for whom we have provided service for 87, 22 and 36 years, respectively. We have become a trusted provider for our OEM customers, working closely with them on their logistics needs. In recent years, as a demonstration of our operational excellence and service, we were the first-ever auto carrier and one of just 68 and 82 companies, respectively, among GM's approximately 20,000 suppliers to receive the GM Supplier of the Year Award. Also, in May 2014, Ford management presented us with the Ford 2013 World Excellence Award. In addition to the services we provide to OEMs, we also provide services to a growing number of customers in the remarketed vehicle market, allowing us to leverage our existing infrastructure to achieve accretive high margin and incremental backhaul revenue. Our largest customer in the remarketed vehicle market is Ford, for whom we are the primary third-party logistical provider. We believe that our broad geographic footprint, breadth of services and operating expertise can be applied to further build our customers' operations both in North America and globally.

        We have two reportable segments, the Transport segment and the Logistics segment. The Transport segment includes the following companies:

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Jack Cooper Transport Company, Inc., or Jack Cooper Transport, founded in 1928, started as a carrier for GM products in Kansas City, Missouri. As of December 31, 2015, Jack Cooper had 57 terminals primarily in the Midwestern and Eastern half of the U.S. and Canada. Jack Cooper is the parent of Auto Handling Corporation, or Auto Handling, Pacific Motor Trucking Company, or Pacific, and Jack Cooper Transport Canada, Inc., or JCT Canada.

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Auto Handling, established in 1972, provides yard management services at six Jack Cooper terminals, including rail loading and unloading, receiving vehicles at manufacturing plants, shuttling and baying of vehicles, and scanning and dispatching vehicles.

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Pacific, a transport company, had principal operations on the west coast of the United States. Pacific discontinued its operations during the second quarter of 2015.

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JCT Canada, established in January 2010, and its subsidiaries: Jack Cooper Canada 1 Limited Partnership and Jack Cooper Canada 2 Limited Partnership. Together, JCT Canada operates 14 terminals across Canada.

        The Logistics segment is comprised of the following companies:

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Jack Cooper Logistics, LLC, or JCL, established on November 9, 2010 to engage in the global non-asset based automotive supply chain for new and used finished vehicles. JCL has the following subsidiaries:

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Axis Logistics Services, Inc., which was formed in connection with the Allied Acquisition, conducts a brokerage business.

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•

Jack Cooper CT Services, Inc., which was formed in connection with the Allied Acquisition, provides vehicle inspection and title storage services for pre-owned and off-lease vehicles.

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Auto Export Shipping, Inc., or AES, was acquired on June 10, 2011 to provide the brokering of the international shipment of cars and trucks from various ports in the U.S. to various international destinations on third-party ships.

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Jack Cooper Rail & Shuttle, Inc., which was formed in connection with the Allied Acquisition, provides shuttle services to local rail yards.

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JCH Mexico, a Mexican entity, or Axis Mexico, provides logistics services to new vehicle manufacturers and rail and truck transportation companies in Mexico. Its subsidiaries include:

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AXIS Operadora Hermosillo S.A., which is 99.998%-owned by JCH Mexico, a holding company, and .002%-owned by JCL;

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AXIS Operadora Mexico S.A., which is 99.998%-owned by JCH Mexico and .002%-owned by JCL;

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AXIS Operadora Guadalajara S.A., which is 99.998%-owned by JCH Mexico and .002%-owned by JCL;

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AXIS Operadora Monterrey S.A., which is 99.998%-owned by JCH Mexico and .002%-owned by JCL; and

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AXIS Logistica S. de R.L., which is 99%-owned by JCH Mexico and 1%-owned by JCL.

2015 Developments

Term Loan

        On March 31, 2015, we entered into a senior secured term loan facility in the principal amount of $62.5 million, issued at a 4.0% discount with MSDC JC Investments, LLC, as agent and lender, or MSDC. MSDC is an affiliate of MSD Credit Opportunity Fund L.P., a Class B stockholder of our parent company Jack Cooper Enterprises, Inc., or JCEI. The term loan had an original maturity date of April 2, 2017. We used the proceeds from the term loan to pay down outstanding borrowings on our revolving credit facility with Wells Fargo Capital Finance, LLC and for general corporate purposes. On December 23, 2015, we entered into an amendment to the term loan, which extended the maturity date to October 18, 2018 and increased the interest rate by 1.0% per annum. As a result, effective January 2, 2016, the term loan bears interest at a rate of LIBOR plus 7.0% per annum, subject to a LIBOR floor of 3.0% per annum.

Terminal Closures

        In the fourth quarter of 2015, management made the determination to close two Canadian terminals due to continued losses attributable to those locations. The closure of the terminals is expected to occur during the first half of 2016. Further, during the second quarter of 2015, the Company closed one terminal in California as the Company ceased servicing that terminal's hauling routes, and significantly scaled back the operations of a Canadian terminal during the third quarter of 2015 as a result of certain hauling routes related to that terminal not meeting management's performance expectations.

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Industry Overview

        We operate in the global FVL industry. Our industry includes (i) the process through which new and used vehicles are transported from a point of origin to a final destination and (ii) value-added logistics services that are performed on vehicles while they are in transit to their final destination. According to the distance between a vehicle's point of origin and its destination, over-the-road truck carriers either transport vehicles directly from origin to destination or work in concert with railroads and/or seafaring vessels to deliver vehicles. Value-added logistics services performed in the FVL industry include yard management, port processing, technical services, inspections and third-party logistics management services.

        The vehicle transportation segment of the FVL industry is typically split into two main markets: the original equipment manufacturer FVL market, or the OEM FVL market, which transports new vehicles, and the previously owned vehicle, also called remarketed, FVL market, or the POV FVL, which transports used vehicles. Vehicles transported in the OEM FVL market are shipped by automotive manufacturers, while used vehicles transported in the POV FVL market are typically shipped by commercial auction houses, rental car companies and auto dealer groups. The total number of vehicles transported in the OEM FVL market in U.S. and Canada is projected to be approximately 21.4 million vehicles in 2016 based on seasonally adjusted annual rate, or "SAAR", of new light vehicle sales, plus those vehicles that are produced for export markets. In the case of the POV FVL market, while between 42 million and 44 million used vehicles change hands on average on an annual basis, an estimated 28 million vehicles require transportation services, according to Freedonia.

        The distance from a new vehicle's point of origin to its final delivery point typically determines the means of transportation that will carry it to its final destination. Management believes that while historically a large percentage of new vehicles were transported by railroads for the longest legs (above 350 miles), virtually all finished vehicles will be transported by car-haul at some point in the finished vehicle supply chain.

        The FVL industry also incorporates a wide array of value-added services performed on vehicles while they are in transit to their final destination. These services include yard management, port processing, technical services, inspections and third-party logistics management services.

Yard Management Services—Yard management services include rail loading and unloading, receiving vehicles from manufacturing plants, shuttling and baying of vehicles, and scanning and dispatching vehicles.

Port Processing Services—Port processors receive vehicles shipped to ports and process them for distribution via truck or rail. Services provided by port processors include inventory management, storage, vehicle preparation and transport scheduling.

Technical Services—Technical services include a variety of services, including accessory fittings and installations, repairs, storage management, vehicle washing, cleaning services, parts handling, road testing and surveys.

Inspection Services—Inspection services include inspections on shipped vehicles in order to limit their liability as transportation modes change. During transit from origin to destination, domestically shipped vehicles typically undergo three to five inspections, while internationally shipped vehicles typically undergo four to six inspections. Inspections consist of basic functional and mechanical checks, pure cosmetic checks and final conditioning before customer delivery.

Third-Party Logistics Management Services—Third-party logistics management services include network design, remarketing and web-based claims management.

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Business Strategy

        Continue to Drive Sustainable Organic Growth.    We are focused on strengthening our core asset-intensive transport and complementary asset-light logistics business that makes us who we are today.

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Further Penetrate North American FVL Market.  We believe the strong rebound in light vehicle sales and production combined with a structural capacity shortage provides us with continued growth opportunities with both existing and new customers in the new and remarketed vehicle markets. Since 2009, we received increased business from or won new contracts with GM, Ford, Toyota, Nissan Motor Corporation, or Nissan, Hyundai/Kia Automotive Group, or Hyundai/Kia, and Chrysler Group LLC, or Chrysler.

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Capitalize on Secular Off-Rail Modal Shift.  Management believes that while a large percentage of all new and used vehicles were transported historically by railroads for the longest legs (above 350 miles) in North America, the FVL industry is currently undergoing a shift to off-rail transportation. Based on forecasted demand, we believe there will continue to be a significant shortage in the supply of capacity provided by both auto carriers and rail carriers. Following the 2008 economic downturn, there has been a reduction in capacity caused by the continued aging of the auto carrier fleet, ongoing scrapping and attrition of rigs and limited capacity for capital expenditures. We expect the industry dislocation between supply and demand to increase. Our large fleet, including our parked, roadworthy rigs, provides us with attractive growth opportunities compared to many of our competitors and new entrants into the market in the face of this structural capacity shortage. Management believes new production geographical and shipping patterns are leading to longer trips. Further, railcar scrapping and insufficient railcar production have also led to an increase in the number of vehicles awaiting transport. We believe auto carriers are positioned to continue to gain market share from rail carriers given the shortage of rail capacity and the flexibility of the auto carrier network to provide last mile, just-in-time and time-definite delivery service to OEMs looking to rapidly change over models and reduce inventory levels at manufacturing plants and dealerships.

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Grow and Broaden our FVL Service Offering.  We intend to diversify across the FVL value chain and build interdependency with our customers by growing and expanding our logistic services. In particular:

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We anticipate growth in our inspections business will be driven by the increased volume of vehicles needing inspection fueled by growth of lease returns, vertical integration of services currently performed, as well as technology-enabled efficiencies.

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We expect growth in our title business to come from increased pricing, faster rotation of vehicles within fleets, and the provision of additional secure storage services and adjacent administrative services.

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We anticipate growth of our business in Mexico, which accounted for 0.6% of our total revenues for the year ended December 31, 2015, will be driven by increased automotive production in Mexico and continued opportunity for "batch and hold" work, which is typically driven by model changes or other process changes, which may become more frequent as more vehicle models are produced in Mexico.

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        Leveraging our asset-light and asset-heavy segments will, we believe, increase interdependencies with existing customers and strengthen our brand. This, in turn, can lead to new customer relationships. By increasing volumes, we intend to further build the scale of our core business, allowing us to better serve our customers and thus creating a virtuous cycle. We will use this to drive our business model of diversification throughout the entire FVL value chain.

•

Increase our Remarketed FVL Customer Base.  As a large-scale, full service provider, our services are increasingly attractive to our remarketed vehicle customers. The U.S. remarketed FVL market was nearly $3 billion in annual revenue in 2015, of which we currently have a negligible market share. This untapped market is an area of focus for additional growth, as we have existing relationships with many of the major customers, such as Avis Budget Group, Hertz Rent-A-Car and Enterprise Rent-A-Car, and the capacity to service others. We could further profit from this market by developing a synergistic backhaul network, filling rigs that would normally be empty on return trips. The incremental revenue would come at little additional cost and would also allow us to bid more competitively and win new business, further increasing our service to the remarketed vehicle market.

•

Expand Market through Transportation of Non-Auto Based Products.  On average, our rigs are empty on over 70% of their backhaul miles. On December 4, 2015, the Fixing America's Surface Transportation Act, or the FAST Act, was signed into law. The FAST Act will allow us to transport non-auto based cargo on the trailers of our rigs, which we expect will allow us to leverage our fleet to transport on our backhauls materials ranging from commodities, such as timber, to specialty products, such as utility vehicles. The FAST Act also provides for an additional five feet of total length for automobile transporters, changing the current federal limit from 75 feet to 80 feet. Additionally, front and rear overhang limits are now increased by three feet in the front and four feet in the rear, to a total allowance of four feet front overhang and six feet rear overhang. This results in a total load length (truck with overhang) of 90 feet, which we believe would allow us to increase our load factor and improve our margins in future periods without incremental equipment investment.

•

Exploit Potential Operational Efficiencies.  We have expanded our efforts to better utilize our 57 terminals to achieve networking efficiencies. Over the latter part of 2014 and the beginning of 2015, our senior management and operational teams have developed a proprietary model to help us better calculate and measure our rigs' load factor (the number of vehicles our rigs carry per trip) and load efficiency (the driven distance from the point of origin to the desired delivery point if driven by the most direct practical route divided by loaded miles) to minimize all out-of-route miles (the number of additional miles our rigs will drive—either on an outbound head haul or to realize a back haul networking opportunity). With this model in use, we have been able to reduce out of route miles and increase backhaul revenue, as we can more accurately predict and quantify how our rigs are deployed.

        Continue Disciplined Value-Based Acquisitions.    We intend to utilize the skills we have developed from serving OEM customers for 87 years to expand both within and beyond the North American FVL market.

•

Pursue Acquisitions in the Global FVL Sector.  We believe the size and scope of our operations afford us significant efficiencies. Since 2008, we have completed five acquisitions, all of which we have integrated into our existing business. We believe we are well-positioned to pursue opportunities that will provide us with platforms for strong, long-term growth and strengthen our competitive positioning. Our goal is to continue to pursue strategic acquisitions within our existing industry that will expand our geographic presence, broaden our product and service offering and allow us to move into adjacent markets.

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•

Continue to Profitably Expand into Asset-Light Verticals.  Since 1928, we have provided highly complex and valuable transportation and logistics services to OEMs. We believe the expertise that we have developed over the last 87 years in distributing new vehicles is highly transferable to other verticals in the FVL market. In November 2010, we launched JCL to provide vehicle distribution and transportation brokerage primarily to the auction and rental car markets, complementing our existing services. Similarly, in June 2011, we acquired AES to provide NVOCC international shipping services for cars, trucks and construction equipment from ports in the U.S. to international destinations on third party ships, further leveraging the expertise developed by serving our OEM customers. As a result of the Allied Acquisition completed in December 2013, we have grown our auto brokerage business and expanded geographically (e.g. in Mexico and Canada) as well as expanded our suite of asset-light services offered (e.g. adding inspections and title management). We aim to develop greater diversification in global logistics and transportation.

•

Expand into Attractive Adjacent Market Opportunities.  As supply chain requirements have continued to evolve, we have seen an increased focus on the need for premium freight logistics. We believe this market is characterized by stringent customer delivery requirements, special handling requirements, high-value freight, special permit needs and additional complexities that demand customized solutions.

Ratio of Earnings to Fixed Charges

        The following summary is qualified by the more detailed information appearing in the computation table found in Exhibit 12.1 to the registration statement of which this prospectus is a part and the historical financial statements, including the notes thereto, included in this prospectus.

        The following table sets forth our earnings to fixed charges for the years ended December 31, 2015, December 31, 2014, December 31, 2013, December 31, 2012 and December 31, 2011.

	Year Ended December 31,
	2015	2014	2013	2012	2011
Ratio of Earnings to Fixed Charges(1)	(2)	(2)	0.16	0.83	(2)

(1)

For purposes of computing the ratio of earnings to fixed charges, "earnings" are defined as (i) net loss before income taxes less (ii) net loss (income) attributable to noncontrolling interest plus (iii) fixed charges. "Fixed charges" consist of interest on all indebtedness, amortization of debt expense, plus an estimated interest component of rent expense.

(2)

Earnings were insufficient to cover fixed charges by $68.9 million, $61.5 million and $26.3 million for the years ended December 31, 2015, 2014 and 2011, respectively.

Corporate Information

        The Company was originally formed as IEP Carhaul LLC, a Delaware limited liability company, on May 6, 2009, and subsequently changed its name to Jack Cooper Holdings LLC on June 1, 2010 through a corporate reorganization. On November 29, 2010, the Company converted its corporate structure from a limited liability company to a corporation and changed its name to Jack Cooper Holdings, Corp.

        Originally, our automotive transportation business was the product of the combination of two companies in the automotive carrier sector, Active Transportation Company LLC and Jack Cooper, which were acquired in January 2008 and May 2009, respectively. In March 2011, we added DMT

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Trucking, Inc., a carhaul transportation company, and on December 27, 2013, we completed the Allied Acquisition.

        The Allied Sellers were debtors in Chapter 11 bankruptcy cases pending in the United States Bankruptcy Court for the district of Delaware and in certain cases under Part IV of the Companies' Creditors Arrangement Act pending in the Ontario Superior Court of Justice. The assets acquired in the Allied Acquisition, or the Allied Assets, included 2,191 rigs, including approximately 831 active rigs, certain receivables and real property. Further, as a result of the Allied Acquisition, we increased the number of terminal locations that we operate by 17 active terminals in the U.S., of which three were combined with existing terminals of Jack Cooper Transport, and ten terminals in Canada, which resulted in a net addition of 24 transport terminal locations to Jack Cooper Transport's existing transport terminal base. We also created or acquired new operating companies including: Axis Logistic Services, Inc., Jack Cooper CT Services, Inc., Jack Cooper Rail & Shuttle, Inc., Axis Mexico and two new Canadian operating companies.

        JCHC is headquartered in Kansas City, Missouri. Our headquarters are located at 1100 Walnut Street, Suite 2400, Kansas City, Missouri 64106. Our telephone number is (816) 983-4000 and our website is located at www.jackcooper.com. The information contained on our website is expressly not incorporated by reference into this prospectus.

Implications of Being an Emerging Growth Company

        We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. While certain of the exemptions afforded to emerging growth companies in their initial equity offering are not available to us as a debt-only issuer, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to companies that are not "emerging growth companies." These provisions include, among other matters:

•

an exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal control over financial reporting;

•

an exemption from new or revised financial accounting standards until they would apply to private companies with no pending registration statement and from compliance with any requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation; and

•

reduced disclosure about the emerging growth company's executive compensation arrangements.

        We have elected to adopt these exemptions, with the exception of the exemption for compliance with new or revised accounting standards.

        As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other companies in which you hold securities.

        We will remain an "emerging growth company" until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion by us of an initial public offering of our equity, if any, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated filer, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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Summary of the Terms of the Exchange Offer

        On June 18, 2013, the Company issued $225.0 million aggregate principal amount of its 9.25% Senior Secured Notes due 2020 and on January 7, 2014, the Company issued $150.0 million aggregate principal amount of additional 9.25% Senior Secured Notes due 2020 in redemption of certain notes that were issued by its wholly owned finance subsidiary on November 7, 2013 in connection with the Allied Acquisition, in each case, pursuant to the Indenture. In connection with the issuances of the Original Notes, we entered into registration rights agreements in which we agreed that you, as a holder of unregistered Original Notes, would be entitled to exchange your unregistered Original Notes for Exchange Notes registered under the Securities Act. The exchange offer is intended to satisfy these rights and the Exchange Notes will not receive additional interest as a result. Holders of the Original Notes who do not tender their notes in the Exchange Offer will have no further rights under the registration rights agreements, including registration rights and the right to receive additional interest.

        The Exchange Notes will be our obligation and will be entitled to the benefits of the Indenture relating to the Exchange Notes. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Original Notes, except that the Exchange Notes will:

•

have been registered under the Securities Act and, therefore, will contain no restrictive legends;

•

not have registration rights;

•

not have rights to additional interest; and

•

bear different CUSIP and ISIN numbers from the Original Notes.

        You should read the discussion under the heading "The Exchange Offer" beginning on page 175 and "Description of the Exchange Notes" beginning on page 105 for further information about the exchange offer and the Exchange Notes.

The Exchange Offer	We are offering to exchange up to $375,000,000 aggregate principal amount of Exchange Notes for an identical principal amount of Original Notes.
Expiration of the Exchange Offer	The exchange offer will expire at 5:00 p.m., New York City time, on                , 2016, unless we extend the exchange offer, in which case the expiration date will mean the latest date and time to which we extend the exchange offer. See "The Exchange Offer—Expiration Date; Extensions; Amendments."
Procedures for Tendering Original Notes Held in the Form of Book-Entry Interests	The Original Notes were issued as global securities and were deposited with U.S. Bank who holds the Original Notes as the custodian for The Depository Trust Company, or DTC. Beneficial interests in the Original Notes are held by participants in DTC on behalf of the beneficial owners of the Original Notes. We refer to beneficial interests in notes held by participants in DTC as notes held in book-entry form. Beneficial interests in notes held in book-entry form are shown on, and transfers of the notes can be made only through, records maintained in book-entry form by DTC and its participants.

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	If you are a holder of an Original Note held in the form of a book-entry interest and you wish to tender your book-entry interest for exchange in the exchange offer, you must transmit to U.S. Bank, as exchange agent, on or prior to the expiration date of the exchange offer, the following:
	• a computer-generated message transmitted by means of DTC's Automated Tender Offer Program, or ATOP, system that, when received by the exchange agent will form a part of a confirmation of book-entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal; and
	• a timely confirmation of book-entry transfer of your Original Notes into the exchange agent's account at DTC, according to the procedure for book-entry transfers described in this prospectus under the heading "The Exchange Offer—Procedures for Tendering."
Procedures for Tendering Original Notes Held in Certificated Form	If you hold your Original Notes in certificated form and wish to accept the exchange offer, sign and date the letter of transmittal, and deliver the letter of transmittal, along with certificates for the Original Notes and any other required documentation, to the exchange agent on or before the expiration date in accordance with the instructions contained in this prospectus and the letter of transmittal.
Special Procedures for Beneficial Owners	If you are a beneficial owner whose Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wish to tender those Original Notes in the exchange offer, please contact the registered holder as soon as possible and instruct them to tender on your behalf and comply with the instructions in this prospectus and the letter of transmittal.
Guaranteed Delivery Procedures	If you are unable to deliver the Original Notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable ATOP procedures prior to the expiration date, you may tender your Original Notes according to the guaranteed delivery procedures described in this prospectus under the heading "The Exchange Offer—Guaranteed Delivery Procedures."
Withdrawal Rights	You may withdraw the Original Notes you tendered by furnishing a notice of withdrawal to the exchange agent or by complying with applicable ATOP procedures at any time before 5:00 p.m. New York City time on the expiration date. See "The Exchange Offer—Withdrawal of Tenders."

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Acceptance of Original Notes and Delivery of Exchange Notes	If the conditions described under "The Exchange Offer—Conditions" are satisfied, we will accept for exchange any and all Original Notes that are properly tendered and not withdrawn before the expiration date. See "The Exchange Offer—Procedures for Tendering." If we close the exchange offer, the Exchange Notes will be delivered promptly following the expiration date. Otherwise, we will promptly return any Original Notes accepted.
Consequences of Failure to Exchange	If you do not exchange your Original Notes for Exchange Notes, you will continue to be subject to the restrictions on transfer provided in the Original Notes and in the Indenture. In general, the Original Notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not intend to register the Original Notes under the Securities Act. Further, additional interest will cease to accrue upon the consummation of the exchange offer, whether or not you participate in the exchange offer.
Registration Rights	You are entitled to exchange your Original Notes for Exchange Notes with substantially identical terms. This exchange offer satisfies this right. After the exchange offer is completed, you will no longer be entitled to any exchange or registration rights with respect to your Original Notes.
Resales	We believe that you can offer for resale, resell and otherwise transfer the Exchange Notes without complying with the registration and prospectus delivery requirements of the Securities Act so long as:
	• you acquire the Exchange Notes in the ordinary course of business;
	• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the Exchange Notes;
	• you are not an affiliate of ours; and
	• you are not a broker-dealer.
	If any of these conditions is not satisfied and you transfer any Exchange Notes without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We do not assume, or indemnify you against, any such liability.

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Broker-Dealer	Each broker-dealer acquiring Exchange Notes issued for its own account in exchange for Original Notes, which it acquired through market-making activities or other trading activities, must acknowledge that it will deliver a proper prospectus when any Exchange Notes issued in the exchange offer are transferred. A broker-dealer may use this prospectus for an offer to resell, a resale or other retransfer of the Exchange Notes issued in the exchange offer.
Conditions to the Exchange Offer	Our obligation to accept for exchange, or to issue the Exchange Notes in exchange for, any Original Notes is subject to certain customary conditions, including our determination that the exchange offer does not violate any law, statute, rule, regulation or interpretation by the Staff of the SEC or any regulatory authority or other foreign, federal, state or local government agency or court of competent jurisdiction, some of which may be waived by us. We currently except that each of the conditions will be satisfied and that no waivers will be necessary. See "Exchange Offer—Conditions to the Exchange Offer."
Federal Income Tax Considerations	The exchange of Original Notes for Exchange Notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See "The Exchange Offer—Federal Income Tax Consequences" and "Certain U.S. Federal Income Tax Considerations" for a discussion of U.S. federal income tax considerations you should consider before tendering your Original Notes in the exchange offer.
Use of Proceeds	We will not receive any proceeds from the issuance of the Exchange Notes in the exchange offer.
Exchange Agent	U.S. Bank National Association is serving as exchange agent for the exchange offer. The address for the exchange agent is listed under "The Exchange Offer—Exchange Agent." If you would like more information about the procedures for the exchange offer, you should call the exchange agent at (800) 934-6802. The facsimile number for the exchange agent is (651) 466-7372, Attention: Specialized Finance.

See "The Exchange Offer" for more detailed information concerning the terms of the exchange offer.

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The Exchange Notes

        The form and terms of the Exchange Notes to be issued in the exchange offer are the same as the form and terms of the Original Notes, except that the Exchange Notes will be registered under the Securities Act and, accordingly, will not bear legends restricting their transfer and will not be entitled to any rights under the registration rights agreements. The Exchange Notes issued in the exchange offer will evidence the same debt as the Original Notes, and both the Original Notes and the Exchange Notes are governed by the same indenture.

Issuer	Jack Cooper Holdings Corp.
Title	$375,000,000 aggregate principal amount of 9.25% Senior Secured Notes due 2020.
Maturity Date	June 1, 2020.
Interest	We will pay interest on the Exchange Notes at an annual interest rate of 9.25%. We will make interest payments on the Exchange Notes semi-annually in cash in arrears on June 1 and December 1, beginning                        , 201  .
Guarantees	The Exchange Notes will be guaranteed on a senior secured basis by each of our existing and future direct and indirect domestic wholly-owned "restricted subsidiaries," subject to certain exceptions. The guarantors of the Exchange Notes also guarantee our obligations under our revolving credit facility and outstanding term loan.
Ranking	The Exchange Notes and Exchange Guarantees will be our and the guarantors' senior secured obligations. The guarantors of the Exchange Notes also guarantee our obligations under our revolving credit facility and outstanding term loan. The Exchange Notes and Exchange Guarantees will:
	• rank equal in right of payment to our and the guarantors' existing and future senior obligations;
	• rank senior in right of payment to all of our and the guarantors' existing and future subordinated obligations;
	• rank effectively senior to all of our and the guarantors' existing and future unsecured obligations to the extent of the value of the Notes Collateral (as defined below);
	• be effectively subordinated to our and the guarantors' indebtedness and obligations under the revolving credit facility and term loan, to the extent of the value of the ABL Collateral (as defined below); and
	• be structurally subordinated to the obligations of all our subsidiaries that do not serve as guarantors of the Exchange Notes.

13

Collateral	The Exchange Notes and the guarantees thereon will be secured by first-priority liens on substantially all of our and the guarantors' assets (other than our and the guarantors' trucks, trailers, tractors and other substantially similar mobile equipment and other substantially similar vehicles used in the transportation of automobiles, wherever located (collectively, "Vehicles") and receivables and related general intangibles, certain other related assets and proceeds thereof which secure our revolving credit facility and term loan), subject to certain exceptions and permitted liens (the "Notes Collateral"). The Exchange Notes and the Exchange Guarantees will also be secured by second-priority liens on all of our Vehicles, receivables and related general intangibles, certain other related assets and proceeds thereof that secure the revolving credit facility and term loan (the "ABL Collateral"), subject to certain exceptions and permitted liens. These second-priority liens will be subject to first-priority liens securing the revolving credit facility and term loan and other customary liens permitted under such facility, until such facility and obligations are paid in full. For the complete description of the Notes Collateral and the ABL Collateral see "Description of the Exchange Notes—Security."
	The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. The liens on the collateral may be released without the consent of the holders of Exchange Notes if collateral is disposed of in a transaction that complies with the indenture and related security documents or in accordance with the provisions of the intercreditor agreement. See "Risk Factors—Risks Related to the Exchange Notes" and "Description of the Exchange Notes—Security" and "—Intercreditor Agreement."
Intercreditor Agreement	The trustee and collateral agent under the Indenture and the administrative agent and the collateral agent under the revolving credit facility and term loan are parties to an intercreditor agreement as to the relative priorities of their respective security interests in the assets securing the Exchange Notes and borrowings under the revolving credit facility and the term loan and certain other matters relating to the administration of security interests. See "Description of the Exchange Notes—Intercreditor Agreement."
Optional Redemption	On or after June 1, 2016, we may redeem some or all of the Exchange Notes at any time at the redemption prices specified under "Description of the Exchange Notes—Optional Redemption."

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	Before June 1, 2016, we may redeem some or all of the Exchange Notes at a redemption price equal to 100% of the principal amount of each note to be redeemed plus a make-whole premium described under "Description of the Exchange Notes—Optional Redemption" together with accrued and unpaid interest.
	In addition, at any time prior to June 1, 2016, we may redeem up to 35% of the Exchange Notes with the net cash proceeds from specified equity offerings at a redemption price equal to 109.25% of the principal amount of each Exchange Note to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.
Change of Control Offer	Upon a change of control (as defined in "Description of the Exchange Notes—Certain Definitions"), we must offer to repurchase the Exchange Notes at 101% of the principal amount, plus accrued interest to the purchase date.
Certain Covenants	The Indenture contains certain covenants, including limitations and restrictions on our and our restricted subsidiaries' ability to:
	• incur additional indebtedness or issue preferred stock;
	• make dividend payments or other restricted payments;
	• create liens;
	• sell assets;
	• enter into transactions with affiliates; and
	• enter into mergers, consolidations, or sales of all or substantially all of our assets.
	The restrictive covenants set forth in the Indenture are subject to important exceptions and qualifications. See "Description of the Exchange Notes—Certain Covenants."

        See "Description of the Exchange Notes" for more detailed information about the terms of Exchange Notes.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

        The following tables set forth summary historical consolidated financial and selected other financial and operating data of JCHC and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

        See the discussion under the heading "Business" for information regarding business combinations affecting the comparability of our results and measurements detailed below.

	Year Ended December 31,
	2015			2014			2013
	(in thousands except selected per share amounts and operating data)
Consolidated Statement of Loss:
Operating Revenues	$	728,589		$	783,280		$	514,689
Operating Expenses
Compensation and benefits		373,469			383,278			240,442
Fuel		67,796			109,333			76,014
Depreciation and amortization		50,941			50,441			25,314
Repairs and maintenance		54,395			53,802			31,759
Other operating		122,985			140,840			87,159
Selling, general and administrative expenses		56,277			60,706			42,118
Loss of sale of property and equipment		2,426			1,117			34
Goodwill and intangible asset impairment		15,352			—			4,663
Total operating expenses		743,641			799,517			507,503
Operating income (loss)		(15,052	)		(16,237	)		7,186
Other Expense
Interest expense, including extinguishment of debt, net		(46,912	)		(41,364	)		(59,602	)
Other, net		(6,923	)		(3,914	)		(857	)
Total other expense		(53,835	)		(45,278	)		(60,459	)
Loss before income taxes		(68,887	)		(61,515	)		(53,273	)
Provision (benefit) for income taxes		1,029			1,219			(967	)
Net loss		(69,916	)		(62,734	)		(52,306	)
Selected Financial Data:
Fleet Capex(1)	$	24,658		$	13,755		$	15,973
Adjusted EBITDA(2)	$	58,528		$	54,234		$	57,870
Selected Operating Data:
Revenue per loaded mile	$	7.77		$	7.45		$	7.23
Units carried (in 000's)		4,139			4,065			2,592
Number of active rigs		2,421			2,499			2,430

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	December 31, 2015			December 31, 2014			December 31, 2013
	(in thousands)
Condensed Consolidated Balance Sheet Data:
Cash and cash equivalents, excluding restricted cash	$	2,571		$	7,100		$	3,507
Total assets	$	305,067		$	346,992		$	385,198
Long-term debt, less current maturities	$	449,204		$	387,965		$	389,905
Total stockholders' deficit	$	(293,431	)	$	(226,961	)	$	(180,031	)

(1)

Fleet Capex is the component of our total capital expenditures that reflects the amount we spend on our fleet. During the year ended December 31, 2015, we purchased 180 rigs for an aggregate of $5.8 million as their operating leases expired, in addition to purchasing $5.1 million of new trailers and spending $13.8 million on rig refurbishments and modifications. During 2013, the fleet capex included additional rigs acquired in the Allied Acquisition.

(2)

EBITDA, as used herein, represents income (loss) from continuing operations plus provision (benefit) for income tax expense (benefit), interest expense, net, write-off of amortizable deferred financing cost and depreciation and amortization. Adjusted EBITDA, as used herein, is defined as EBITDA further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance and/or are non-cash items such as: goodwill and intangible asset impairment; adjustments for legacy workers' compensation charge related to programs in-place prior to our current ownership; new terminal startup costs; impact of terminal closures; pension withdrawal liabilities; maintenance expense to bring idle equipment on-line; severance and employment agreement charges; professional fees associated with acquisitions, potential acquisitions and other non-operating-related transactions; stock based compensation; other, net, primarily comprised of non-cash impact of foreign currency changes on certain intercompany notes that are other than long-term in nature; loss on sale of property and equipment; all as detailed below. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. We present EBITDA and Adjusted EBITDA because we consider these to be important supplemental measures of our performance and believe these measures are frequently used by securities analysts, investors, lenders and other interested parties in the evaluation of companies in our industries with similar capital structures. Our definitions of EBITDA and Adjusted EBITDA are not necessarily comparable to that of other similarly titled measures reported by other companies. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation.

EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to net loss, as determined under accounting principles generally accepted in the United States, or GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools and you should not consider them in isolation or as a substitute for analysis of our operating results or cash flows as reported under GAAP. Some of these limitations are:

•

they do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

•

they do not reflect changes in, or cash requirements for, our working capital needs;

•

they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

•

although depreciation is a non-cash charge, the assets being depreciated will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;

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•

they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows; and

•

other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

        Additionally, Adjusted EBITDA excludes (1) non-cash stock based compensation expenses which are and will remain a key element of our overall long-term compensation packages and (2) certain costs related to multi-employer pension plan partial withdrawals, which we expect are reasonably likely to occur in future periods.

        Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only for supplemental purposes. Please see our consolidated financial statements included elsewhere in this prospectus. The following table is a reconciliation of net loss to EBITDA and Adjusted EBITDA.

	Year Ended December 31,
(in thousands)	2015			2014			2013
Reconciliation of Net Loss to EBITDA
Net loss	$	(69,916	)		(62,734	)		(52,306	)
Provision (benefit) for income taxes		1,029			1,219			(967	)
Interest expense		46,912			41,364			59,602
Depreciation and amortization		50,941			50,441			25,314
EBITDA	$	28,996		$	30,290		$	31,643
Adjusted EBITDA Calculation
EBITDA	$	28,996		$	30,290		$	31,643
Plus (less):
Other, net(A)		6,923			3,914			857
Loss on sale of assets		2,426			1,117			34
Legacy workers' compensation charge(B)		903			650			488
Pension withdrawal liability(C)		579			2,794			8,380
Professional fees(D)		960			4,178			10,604
Severance and employment agreement charges(E)		1,513			3,162			—
Stock based compensation(F)		906			1,725			318
Acquisition integration costs(G)		—			6,404			883
Goodwill and intangible asset impairment(H)		15,352			—			4,663
Adjusted EBITDA	$	58,528		$	54,234		$	57,870

(A)

Primarily represents foreign currency transaction (gains) losses on intercompany loans that are other than long-term and denominated in currencies other than our reporting currency.

(B)

Charges taken for legacy workers' compensation claims related to claims with two carriers for periods between January 1987 and July 2009, including a settlement with one insurance carrier for all claims relating to periods prior to January 1, 2008. The costs for this settlement were accrued as of December 31, 2011 and no further costs will be incurred from this insurance carrier as a result of the settlement. The claims for the second insurance carrier are for the periods between January 1, 2008 and July 26, 2009 resulting from policies executed by former company ownership and management. In March 2016, the Company agreed to terms memorializing a settlement with

18

the carrier of all outstanding claims related to the policy, subject to the execution of a full settlement agreement with releases and other terms agreeable to both parties.

(C)

Represents estimated partial multi-employer defined benefit pension plan withdrawals. On January 21, 2014, we received a notice of assessment of partial withdrawal from the Teamsters of Philadelphia and Vicinity Pension Plan, or the Philadelphia Plan, due to a decline in our contributions to the fund during the three year period from 2007 to 2009. The withdrawal liability of $1.6 million was paid as of September 2015. We previously estimated that we had triggered a partial pension withdrawal liability of $3.5 million as of December 31, 2014 due to declines in contributions to the Philadelphia Plan during the periods since 2009. On July 9, 2015, the Company received a notification from the Philadelphia Plan of the partial withdrawal liability of $3.7 million related to the portion of the declines in contributions to the fund during the periods since 2009, and as a result the Company recorded $0.2 million of additional liability during the second quarter of 2015.

In addition, we previously estimated that we had triggered a partial pension withdrawal liability of $4.4 million as of December 31, 2012 due to declines in contributions to Western Conference Pension Trust during periods between 2010 and 2012. We recorded additional liabilities of $0.6 million during the year ended December 31, 2013 as a result of declines in contributions during the periods then-ended, which are used to estimate the liability. On June 13, 2014, we received the assessment of our partial withdrawal liability for the periods noted above and as a result recorded less than $0.1 million additional liability during the year ended December 31, 2014. During 2013, we recorded $2.6 million for estimated partial withdrawal liabilities during the periods between 2010-2013. During 2014, we recorded $2.2 million for estimated partial withdrawal liabilities during the periods between 2012-2014 and an additional $0.5 million estimate related to withdrawal liabilities during periods between 2010-2013. On August 10, 2015, we received an assessment from the Western Conference Pension Trust indicating we had a partial withdrawal liability of $3.4 million related to the portion of the declines in contributions to the fund during the periods between 2011 and 2013, and as a result we recorded $0.3 million of additional liability during the third quarter of 2015.

(D)

Charges for third-party legal, consulting and accounting expenses related to potential and consummated transactions and related due diligence, including the Allied Acquisition, which are included in selling, general and administrative expenses on the consolidated statements of comprehensive loss.

(E)

During the year ended December 31, 2015, costs related to payments under severance and labor agreement obligations, which included severance obligations associated with the planned closure of two Canadian terminal locations in the first half of 2016. During the year ended December 31, 2014, costs related to separation, non-compete, and consulting agreements executed in connection with the resignation of two of our officers. These charges are reflected in compensation and benefits in the consolidated statements of comprehensive loss.

(F)

Represents the compensation expense for stock options granted during 2014 and 2013. The fair value of the options was determined using the Black-Scholes model. The expense is included in selling, general and administrative expenses on the consolidated statements of comprehensive loss.

(G)

Costs associated with the integration of the Allied Acquisition primarily related to systems transition, transitional associates, information services, travel and fleet relocation.

(H)

During the second quarter of 2015, the Company completed an interim impairment test of goodwill and intangible assets of AES resulting in an impairment charge to goodwill of $14.1 million and $1.2 million intangible asset impairment. The charge was a result of reduced rates of growth of sales, profit, and cash flow and revised expectations for future performance that

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are below the Company's previous projections, largely as a result of increased price competition and weak export demand for vehicles to Nigeria, a major market within which AES operates. During the fourth quarter of 2013, the Company completed its annual impairment test of the Logistics segment reporting units resulting in an impairment charge of $4.7 million related to the goodwill of AES. The charge was a result of revised sales growth rates, profits, and cash flows that are below the Company's previous projections, partially as a result of governmental budgetary issues which have curtailed capital investment for infrastructure projects in Nigeria, a major market for AES.

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RISK FACTORS

An investment in the Exchange Notes involves significant risks. You should consider carefully the following risk factors and all of the information contained in this prospectus before deciding whether to participate in the exchange offer. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of those risks actually occurs, our business, financial condition and results of operations would suffer. The risks discussed below also include forward-looking statements. See "Forward-Looking Statements" in this prospectus.

Risks Related To Our Business

We reported net losses from continuing operations from 2011 through 2015, and there is no assurance that we will be profitable in the future.

        During the years December 31, 2011 through 2015, we reported net losses from continuing operations and have maintained an accumulated deficit. Our history of net losses could impair our ability to raise capital needed for our operations and result in a material adverse impact on our results of operations. There is no assurance that we will be able to achieve profitability in the future.

We are highly dependent on the automotive industry and a decline in the automotive industry could have a material adverse effect on our operations.

        The automotive transportation market in which we operate is dependent upon the volume of new automobiles, sport utility vehicles, or SUVs, and light trucks manufactured, imported and sold by the automotive industry in the U.S., Canada, and Mexico. The automotive industry is highly cyclical, and the demand for new automobiles, SUVs, and light trucks is directly affected by such external factors as general economic conditions in the U.S., Canada and Mexico, unemployment, consumer confidence, fuel prices, government policies, continuing activities of war, terrorist activities, and the availability of affordable new car financing. As a result, our results of operations could be adversely affected by downturns in the general economy and in the automotive industry, and by changing consumer preferences in purchasing new automobiles, SUVs, and light trucks or the overall financial condition of our major customers. A significant decline in the volume of automobiles, SUVs, and light trucks manufactured, imported and sold in the U.S. and Canada could have a material adverse effect on our operations.

The loss of any of our major customers would adversely affect our business.

        Our business is highly dependent on our largest customers, GM, Ford and Toyota. For the years ended December 31, 2015, 2014, and 2013, these customers collectively accounted for 83%, 81%, and 86% of total revenue, respectively, and GM alone accounted for 40%, 38%, and 51%, respectively. A reduction in business from these customers resulting from a failure to renew contracts or maintain volumes, reduced demand for their own products, a discontinuation of one or more products, an inventory buildup, a work stoppage, sourcing of products from other suppliers or other factors could materially impact our net sales. Furthermore, the loss of any major customer could have a material adverse effect on our business, financial condition and results of operations.

        A significant reduction in vehicle production levels or plant closings by these manufacturers, the loss of key customers, or a significant reduction or change in the design, definition and frequency of services provided for any of these customers by us, including if manufacturers begin to transport automobiles themselves, would have a material adverse effect on our operations.

        We operate under contracts with most of our customers with terms varying from one to five years. The contracts between our customers and us generally establish rates for the transportation of vehicles

21

based upon a fixed rate per vehicle transported and a variable rate for each mile a vehicle is transported. The contracts generally permit us to recover for increases in fuel prices and fuel taxes, and in some cases, labor costs. We may not be able to successfully renew these contracts on or prior to their expiration on terms satisfactory to us or may not be able to continue to serve these customers without service interruption. In addition, we face the risk of losing market share in connection with our negotiations to renew our customer contracts. A loss in market share without an increase in revenues or pricing or an adequate reduction in costs would likely have an adverse effect on our operations.

        We extend trade credit to certain of our customers to facilitate the use of our services, and rely on their creditworthiness. Accordingly, a bankruptcy or a significant deterioration in the financial condition of a major customer could have a material adverse effect on our business, financial condition and results of operations, due to a reduction in business, a longer collection cycle or an inability to collect accounts receivable.

Our liquidity is highly dependent on our customers.

        Our contracts generally require customers to reimburse us within 30 days of invoice date. If any of our large customers were to experience a liquidity problem that resulted in the customer being unable to make timely payments, we could, in turn, develop a liquidity problem. We may be forced to borrow additional funds at rates that may not be favorable or curtail capital spending. Additionally, the phasing out of current favorable payment terms with customers may have a potential negative impact on our cash flow. This could have a material adverse effect on our business, operating results or financial condition.

Competition in the automotive transportation and logistics markets could result in a loss of our market share or a reduction in our rates in both our Transport and Logistics segments, which could have a material adverse effect on our operations.

        The automotive transportation and logistics markets are highly competitive. In the Transport segment we currently compete with other motor carriers of varying sizes, as well as with railroads and independent owner-operators. On the Logistics segment side, we compete with transportation brokers, auto-haulers, inspection companies, auctions, freight forwarders and other NVOCCs, and other companies providing lot and yard services for the automotive industry. Our non-union motor carrier competitors may be able to provide services to their customers at lower prices and in a more flexible manner than we can. In addition, certain of our customers may develop new methods for hauling vehicles, such as using local drive-away services to facilitate local delivery of products. Transport companies that utilize non-union labor operate at lower costs as compared to both our and other unionized transport companies. Non-union transport competitors also operate without restrictive work rules that apply to both our and other unionized companies. Railroads, which specialize in long-haul transportation, may be able to provide delivery services at costs to customers that are less than the long-haul delivery cost of our services. Additionally, the continuing trend toward consolidation in the trucking industry may result in more large carriers with greater financial resources, and the development of new methods or technologies for hauling vehicles could lead to increased investments to remain competitive, either of which may lead to increased competition overall. If we lose market share to these competitors or have to reduce our rates in order to retain our market share, our financial condition and results of operations could be materially and adversely affected.

Our growth strategy includes acquisitions, diversification into new specialty transportation businesses and expansion into new geographic markets. We are subject to various risks in pursuing this growth strategy and we may have difficulty in integrating businesses we acquire and may be subject to unexpected liabilities.

        Our business strategy includes a growth strategy in part dependent on acquisitions, diversification into specialty transportation businesses and expansion into new geographic markets. However, we may

22

not be able to identify suitable acquisition candidates in the future, and we may never realize expected business opportunities and growth prospects from acquisitions. We may experience increased competition that limits our ability to expand our business. Our assumptions underlying estimates of expected cost savings may be inaccurate or general industry and business conditions may deteriorate. Acquisitions involve numerous risks, including, but not limited to: difficulties in integrating the operations, technologies and products acquired; the diversion of our management's attention from other business concerns; current operating and financial systems and controls may be inadequate to deal with our growth; the risks of entering markets in which we have limited or no prior experience and the loss of key employees.

        If these factors limit our ability to integrate the operations of our acquisitions, successfully or on a timely basis, our expectations of future results of operations may not be met. In addition, our growth and operating strategies for any business we acquire may be different from the strategies that such business currently is pursuing. If our strategies are not the appropriate strategies for a company we acquire, it could have a material adverse effect on our business, financial condition and results of operations. Further, there can be no assurance that we will be able to maintain or enhance the profitability of any acquired business or consolidate the operations of any acquired business to achieve cost savings.

        Furthermore, there may be liabilities that we do not discover in the course of performing due diligence investigations on each company or business we have already acquired or may acquire in the future. Such liabilities could include those arising from employee benefits contribution obligations of a prior owner or non-compliance with, or liability pursuant to, applicable federal, state or local environmental requirements by prior owners for which we, as a successor owner, may be responsible. In addition, there may be additional costs relating to acquisitions including, but not limited to, possible purchase price adjustments. Rights to indemnification by sellers of assets to us, even if obtained, may not be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated with the business or property acquired. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business.

        We currently generate most of our revenue from the transportation of automobiles. However, we may grow our business by diversifying and entering into new specialty transportation businesses. To the extent we enter into new specialty transportation businesses, we will face numerous risks and uncertainties, including risks associated with the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk, the required investment of capital and other resources and the loss of existing clients due to the perception that we are no longer focusing on our core business. Entry into certain new specialty transportation businesses may also subject us to new laws and regulations with which we are not familiar, or from which we are currently exempt, and may lead to increased litigation and regulatory risk. If a new specialty transportation business generates insufficient revenues or if we are unable to efficiently manage our expanded operations, our results of operations could be materially adversely affected.

        In addition, an element of our business strategy is to continue to expand our logistics and asset-light services internationally. As we increase our international operations, we will become increasingly subject to a number of risks inherent in any business operating in foreign countries, including: political, social and economic instability, war and acts of terrorism; increased operating costs; repudiation, modification or renegotiation of contracts, disputes and legal proceedings in international jurisdictions; import export quotas and export and import requirements; compliance with applicable anti-bribery law (including the Foreign Corrupt Practices Act of 1977, as amended); compliance with the U.S. Department of the Treasury's Office of Foreign Assets Control sanctions programs; confiscatory taxation; work stoppages or strikes; unexpected changes in regulatory requirements; wage and price controls; imposition of trade barriers; imposition or changes in enforcement of local content and

23

cabotage laws; restrictions on currency or capital repatriations; currency fluctuations and devaluations and other forms of government regulation and economic conditions that are beyond our control.

Our business strategy is dependent upon, and limited by, the availability of adequate capital.

        Our business strategy will require additional capital for, among other purposes, acquiring additional trucks and entering new markets, which may include the acquisition of existing business and the related integration costs. If cash generated internally is insufficient to fund capital requirements, we will require additional debt or equity financing. Adequate financing may not be available or, if available, may not be available on terms satisfactory to us. In addition, the terms of the revolving credit facility and term loan and the Indenture may, under certain circumstances, limit our ability to pursue acquisitions or make capital expenditures. If we fail to obtain sufficient additional capital in the future or we are unable to make adequate capital expenditures or fund acquisitions, we could be forced to curtail our business strategies by reducing or delaying capital expenditures or postpone acquisitions. As a result, there can be no assurance that we will be able to execute on any of our business strategies.

We may be adversely impacted by fluctuations in the price and availability of diesel fuel and our ability to continue to collect fuel surcharges.

        Diesel fuel is a significant operating expense for our business. We do not hedge against the risk of diesel fuel price increases. An increase in diesel fuel prices or diesel fuel taxes, or any change in federal or state regulations that results in such an increase, could have an adverse effect on our operating results. Depending on the base rate and fuel surcharge levels agreed upon by our customers, there could be a delay in reflecting increases in our surcharges to customers resulting from a rapid and significant change in the cost of diesel fuel, which could also have a material adverse effect on our operating results. We continuously monitor the components of our pricing, including base freight rates and fuel surcharges, and address individual account profitability issues with our customers when necessary. Our fuel surcharge recovery may not capture increased costs we pay for fuel, especially when prices are rising. Further, during periods of low freight volumes, customers can use their negotiating leverage to negotiate fuel surcharge policies that are less favorable to us. While we have historically been able to adjust our base rate pricing and/or fuel surcharges to offset changes to the cost of diesel fuel, there is no guarantee that we will be able to do so in the future.

Our financial condition and business strategy may be adversely impacted by unfavorable market trends or if expected market trends do not materialize.

        We are a transportation and logistics provider and an over-the-road FVL company, and provide a critical component of the automotive supply chain, serving as the primary link in the delivery of finished vehicles from manufacturing plants, VDCs, seaports and railheads to new vehicle dealerships. Part of our business strategy is to take advantage of favorable growth trends in the automotive sector and to strategically expand into adjacent industry verticals that require premium asset and non-asset based freight logistics offerings. In addition, as the age of existing vehicles increases, we expect the demand for, and the production of, new replacement vehicles will also increase, which will result in an increased demand for the services we provide. However, if these market trends were to slow or reverse, or if they do not materialize, those events could have a material adverse effect on our business, operating results or financial condition, and, furthermore, we may not be able to realize some or all of our business strategy.

Sustained periods of abnormal weather can have a material adverse effect on our business.

        Our terminals may close due to heavy snow, which will negatively affect revenues on a particular business day that may not be recouped in the future. In addition, inefficiencies in our loading, unloading and transit times associated with cleaning snow off of trucks before use and cleaning snow

24

off of revenue units before and after transporting them, increased lodging costs due to hours of service restrictions for our drivers and premium (overtime) pay required in order to complete the unit movements over weekends to make up for the inefficiencies caused by delayed delivery of on-ground customer inventories may also have a negative impact on earnings. For example, we experienced revenue declines and certain of these inefficiencies for a significant number of our locations as a result of the severe weather conditions during the first three months of 2014. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Performance." There can be no assurance that we will continue to manage our business effectively when influenced by severe weather events or that severe weather events will not have a material adverse effect on our business, financial condition and results of operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Our operations are subject to business interruptions and casualty losses.

        Our operations are subject to numerous inherent risks, particularly unplanned events such as inclement weather, union strikes, explosions, fires, other accidents and equipment failures. While our insurance coverage could offset losses relating to some of these types of events, our business, financial condition and results of operations could be materially adversely impacted to the extent any such losses are not covered by our insurance.

Insurance and claims expenses could have a material adverse effect on our business, financial condition and results of operations.

        We have a combination of both self-insurance and high-deductible insurance programs for the risks arising out of the services we provide and the nature of our operations, including claims exposure resulting from cargo loss, personal injury, property damage and related liabilities, and workers' compensation. Workers' compensation is determined using actuarial estimates of the aggregate liability for claims incurred and an estimate of incurred but not reported claims, on an undiscounted basis. Our accruals for insurance reserves reflect certain actuarial assumptions and management judgments, which are subject to a high degree of variability. If the number or severity of claims for which we are retaining risk increases, our financial condition and results of operations could be adversely affected. If we lose our ability to self-insure these risks, our insurance costs could materially increase and we may find it difficult to obtain adequate levels of insurance coverage.

We rely on our information technology systems to manage numerous aspects of our business and a disruption of these systems could adversely affect our business.

        Our information technology, or IT, systems are an integral part of our business and a serious disruption to our IT systems could significantly limit our ability to manage and operate our business efficiently, which in turn could materially adversely impact our business, financial condition and results of operations. We depend on our IT systems for vehicle inventory management, load makeup, dispatch, delivery reporting and invoices. Our IT systems also enable us to ship products to our customers on a timely basis, maintain cost-effective operations and provide a high level of customer service. Some of our systems are not fully redundant, and our disaster recovery planning does not account for all eventualities.

        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. Disruptions or failures in the services upon which our information technology platforms rely may adversely affect the services we provide, which could increase our costs or result in a loss of customers that could have a material adverse effect on our results of operation.

25

        The security risks associated with information technology systems have increased in recent years because of the increased sophistication and activities of perpetrators of cyber-attacks. A failure in or breach of our information technology security systems, or those of our third party service providers, as a result of cyber-attacks or unauthorized access to our network could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, increase our costs and/or cause losses. We also confront the risk that a terrorist or other third parties may seek to use our property, including our information technology systems, to inflict major harm. We continually take steps to make appropriate enhancements to our information technology systems; however, our systems may be vulnerable to disruption, failure or unauthorized access which could have a material adverse effect on our consolidated financial statements.

Our parent company, JCEI, and its controlling stockholder may take actions that conflict with the interests of others.

        JCEI holds all of our outstanding common stock. T. Michael Riggs, our Chief Executive Officer, controls the majority of JCEI's outstanding voting common stock, which gives him indirect control over the election of our Board of Directors, the appointment of members of management and approval of all actions requiring the approval of the holders of our common stock, including adopting amendments to our certificate of incorporation and approving mergers, acquisitions or sales of all or substantially all of our assets. The interests of JCEI and its controlling stockholder could conflict with the interests of our noteholders. JCEI and its controlling stockholder also may have an interest in pursuing acquisitions, divestitures, financings or other transactions that could enhance JCEI's equity investment in us even though such transactions might involve risks to the interests of our noteholders.

We may be adversely impacted by work stoppages or other labor matters.

        Our ability to perform daily operations on behalf of our customers is dependent upon our ability to attract and retain qualified drivers and mechanics to staff our terminals and garages. All drivers, shop mechanics and yard personnel are represented by various labor unions. Most of the Company's U.S. employees are represented by the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, or the Teamsters, and are covered by the National Master Automobile Transporters Agreement and Supplements, or the Master Agreement. Other employees are represented by the International Association of Machinists and are covered under separate agreements. Additionally, employees at our Canadian terminals are members of Teamsters Canada, or Unifor, formerly Canadian Auto Workers. The Canadian collective bargaining agreements expire between May 2016 and December 2018. Should we experience higher than historical Teamsters employee retirements or resignations, which possibly could occur as a result of efforts to seek wage relief and modifications to the terms of the Master Agreement upon renegotiation or are unable to hire additional Teamsters employees as needed, our ability to grow our business, maintain our current business levels and meet customer service requirements could be adversely impacted. We may not be able to retain existing Teamsters personnel at existing staffing levels or attract new Teamsters employees to replenish our work force, as necessary.

        We are a signatory to the Master Agreement with the Teamsters, which expired on August 31, 2015. The Teamsters and the Company have mutually agreed to keep all terms and provisions of the Master Agreement in effect until a new agreement is entered into. We may not be able to negotiate a new union contract to replace the Master Agreement (at all or on terms that are favorable to us) or new contracts as other current contracts expire. Further, any new contracts may not be on terms acceptable to us or may result in increased labor costs, labor disruptions, increased employee turnover, higher risk management costs, or lost customer market share, which could in turn have a material adverse effect on our financial condition, results of operations or customer

26

relationships. In addition, we do not have exclusive control over proposals in bargaining with the Teamsters.

        Although we believe that our labor relations are positive, our facilities could experience a work stoppage or other labor disruptions. Any prolonged disruption involving our employees or our inability to renew labor agreements prior to expiration could have a material adverse impact on our results of operations and financial condition.

We are subject to various environmental and employee health and safety regulations that could impose substantial costs on us and may adversely impact our operating performance.

        Our business is subject to numerous federal, state and local laws, regulations and requirements that govern environmental and health and safety matters, including those relating to air emissions, wastewater discharges, regulated materials management, the generation, handling, storage, transportation, treatment and disposal of regulated wastes or substances, and those that impose liability for and require investigation and remediation of releases or threats of release of regulated substances, including at third-party owned off-site disposal sites, as well as laws and regulations that regulate workplace safety. In particular, under applicable environmental requirements, we may be responsible for the investigation and remediation of natural resource damages associated with, and third-party property damage or personal injury claims arising from, environmental conditions at currently and formerly owned, leased, operated or used sites and third-party owned disposal sites, regardless of fault or the legality of the activities that led to such contamination. Given the nature of the past operations conducted by us, our predecessors and others at our current and former properties, there can be no assurance that the extent of all soil and groundwater contamination has been identified and is being addressed at all of our owned or operated properties and it is possible that we could be required to conduct, or be held responsible for the cost of conducting, investigations and remediation at any of our current properties, at formerly owned or operated properties or at off-site disposal sites in the future.

        Compliance with environmental and health and safety laws and regulations and the requirements and terms and conditions of the environmental permits, licenses and other approvals that are required for the operation of our business may cause us to incur substantial capital costs and operating expenses and may impose significant restrictions or limitations on the operation of our business. Environmental and health and safety regulations and environmental permits, licenses and other approvals may also require us to install new or updated pollution control equipment, modify our operations or perform other corrective actions at our facilities. In addition, the cost of complying with various environmental requirements is likely to increase over time, and there can be no assurance that the cost of compliance will not have a material adverse effect on our business, financial condition and results of operations. Moreover, violations of applicable environmental and health and safety laws and regulations or for the failure to have or comply with the terms and conditions of required environmental permits or other required approvals can lead to substantial fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring remedial or corrective measures, installation of pollution control equipment or other actions.

        Future developments, such as changes in the nature of our operations, or changes in laws and regulations (such as in response to climate change concerns) or more stringent enforcement or interpretation thereof could cause us to incur substantial losses or expenditures. In addition, future spills or releases of regulated substances or accidents or the discovery of currently unknown contamination could give rise to material losses, expenditures and environmental or health and safety liabilities, including liabilities resulting from lawsuits brought by private litigants or neighboring property owners or operators for personal injury or property damage related to the operation of our facilities or the land on which our facilities are located.

27

        Concern over climate change, including the impact of global warming, has led to significant legislative and regulatory efforts to limit carbon and other greenhouse gas emissions, and some form of federal, state, or regional climate change legislation is possible in the future. We are unable to determine with any certainty the effects of any future climate change legislation. However, emission-related regulatory actions have historically resulted in increased costs of revenue equipment and diesel fuel, and future legislation, if passed, could result in increases in these and other costs. Increased regulation regarding greenhouse gas emissions, including diesel engine emissions and/or total vehicle fuel economy, could impose substantial costs on us that may adversely impact our results of operations. We may also be subject to additional requirements related to customer-led initiatives or their efforts to comply with environmental programs. Until the timing, scope and extent of any future regulation or customer requirements become known, we cannot predict their effect on our cost structure or our operating results. Furthermore, although we are committed to mandatory and voluntary sustainability practices, increased awareness and any adverse publicity about greenhouse gas emissions emitted by companies in the transportation industry could harm our reputation or reduce customer demand for our services.

We operate in a highly regulated industry, and costs of compliance with, or liability for violations of, existing or future regulations could have a material adverse effect on our operating results.

        Various federal and state agencies exercise broad regulatory powers over the transportation industry, generally governing such activities as operations of and authorization to engage in motor carrier freight transportation, operations of non-vessel-operating common carriers, safety, contract compliance, insurance requirements, tariff and trade policies, taxation, and financial reporting. We could become subject to new or more restrictive regulations, such as regulations relating to engine emissions, drivers' hours of service, occupational safety and health, ergonomics, or cargo security. Compliance with such regulations could substantially reduce equipment productivity, and the costs of compliance could increase our operating expenses.

        Our drivers also must comply with the safety and fitness regulations promulgated by the U.S. Department of Transportation, or DOT, including those relating to drug and alcohol testing and hours of service.

        Federal Motor Carrier Safety Administration's, or FMCSA, compliance, safety, accountability program and regulations could potentially result in a loss of business to other carriers, driver shortages, increased costs for qualified drivers, and driver and/or business suspension for noncompliance. A resulting decline in the availability of qualified drivers, coupled with additional personnel required to satisfy future revisions to hours-of-service regulations, could adversely impact our ability to hire drivers to adequately meet current or future business needs. Unsatisfactory FMCSA scores could result in a DOT intervention or audit, resulting in the assessment of fines, penalties, or a downgrade of our safety rating. Failures to comply with DOT safety regulations or downgrades in our safety rating could have a material adverse impact on our operations or financial condition. Increases in license and registration fees, bonding requirements, or taxes, including federal fuel taxes, or the implementation of new forms of operating taxes on the industry could also have an adverse effect on our operating results.

        The ongoing development of data privacy laws may require changes to our data security policies and procedures, and the associated costs of the changes required to maintain our compliance with standards in the U.S. and other jurisdictions in which we operate could adversely affect our operating results.

        We operate in the U.S. throughout the 48 contiguous states pursuant to operating authority granted by the DOT and in various Canadian provinces pursuant to operating authority granted by the Ministries of Transportation and Communications in such provinces. Such matters as weight, aerodynamics and equipment dimensions are subject to various government regulations. We also may

28

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.

We may be subject to withdrawal liability assessments related to multi-employer pension plans to which we make contributions pursuant to collective bargaining agreements.

        Pursuant to collective bargaining agreements that are currently in place with local unions (either affiliated with the Teamsters or the International Association of Machinists & Aerospace Workers (collectively, the "Unions")), we contribute to thirteen (13) different multi-employer pension plans on behalf of our covered union employees. Most of these pension plans are significantly underfunded. If we were to withdraw from any multi-employer pension plan, either voluntarily or otherwise, we could be assessed with a multi-million dollar withdrawal liability, which could have a material adverse effect on us. Further, in certain circumstances we could become subject to withdrawal liability due to events beyond our control. For example, if we ceased operations or drastically and permanently reduced operations at all of the locations related to a multi-employer pension plan due to the loss of a customer contract, and as a result permanently stopped contributing to such pension plan or significantly reduced contributions to such pension plan, we could be assessed a liability for a complete or partial withdrawal from such pension plan if it is underfunded at the time we ceased making contributions.

        In recent years, we have incurred withdrawal liability from several pension plans creating payment obligations. In 2011, we fully withdrew from the Automotive Industries Pension Plan incurring a $3.6 million pension plan liability payable in quarterly installments of principal and interest totaling less than $0.1 million through December 2031. In 2014, 2013, and 2012, we estimated that we had triggered partial withdrawal liabilities to the Western Conference Pension Trust. We received an assessment of $5.1 million for 2012, which differed from our estimate by less than $0.1 million, and we currently have recorded liabilities related to the Western Conference Pension Trust for the 2012 assessment and the 2013 and 2014 withdrawal estimates of $8.4 million. On August 10, 2015, we received an assessment from the Western Conference Trust indicating we have a partial withdrawal liability of $3.4 million related to the portion of the declines in contributions to the fund during the period between 2011 and 2013, and as a result we recorded $0.3 million of additional liability as of December 31, 2015.

        On January 21, 2014, we received a notice of assessment of partial withdrawal from the Philadelphia Plan due to a decline in our contributions to the fund during the three year period from 2007 to 2009. The withdrawal liability of $1.6 million was fully paid as of September 2015. On July 9, 2015, we received an assessment from the Philadelphia Plan, indicating that we have a partial withdrawal liability of $3.7 million related to the portion of the declines in contributions to the fund during the periods between 2009 and 2011. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        In addition, to the extent these multi-employer pension plans remain or become further underfunded, upon the expiration of our collective bargaining agreements, we could be subject to additional contribution requirements as negotiated between us and the Unions which could have a material adverse effect on our financial performance.

Our business could be harmed by antiterrorism measures.

        As a result of terrorist attacks on the United States, federal, state and municipal authorities have implemented and may implement in the future various security measures, including checkpoints and travel restrictions on large trucks. Although many companies would be adversely affected by any slowdown in the availability of freight transportation, the negative impact could affect our business disproportionately. If security measures disrupt the timing of deliveries, we could fail to meet the needs

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of our customers or could incur increased costs in order to do so. New antiterrorism measures may be implemented from time to time and that such new measures could have a material adverse effect on our business, results of operations, or financial condition.

Current and future legal proceedings could adversely affect us and our operations.

        We cannot predict the outcome of pending or future legal proceedings, which could result in judgments that could negatively impact our financial condition, results of operations, liquidity or capital resources. We may incur significant legal fees and expenses in connection with pending litigation, which may also divert management's attention from our business. See "Business—Legal Proceedings."

Our total assets include goodwill and other indefinite-lived intangibles. If we determine that these items have become impaired in the future, net income could be materially and adversely affected.

        As of December 31, 2015, we had recorded goodwill of $32.3 million and certain indefinite-lived intangible assets of $28.6 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, ASC Topic 350, "Intangibles—Goodwill and Other," or ASC Topic 350, we test goodwill and indefinite-lived intangible assets for potential impairment annually and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Any excess in carrying value over the estimated fair value is charged to our results of operations. We recorded an impairment of $14.1 million of goodwill and $1.2 million of intangible asset impairment in our Logistics segment during the second quarter of 2015. We also recorded an impairment of $4.7 million related to goodwill in our Logistics segment during the year ended December 31, 2013. We may never realize the full value of our intangible assets. Any further determinations requiring the write-off of a significant portion of intangible assets could have an adverse effect on our financial condition and results of operations. No impairment was recorded for the year ended December 31, 2014.

We are dependent on key personnel and the loss of one or more of those key personnel could have a material adverse effect on our operating results.

        Competition for qualified employees and personnel in the automotive transportation industry is intense and there are a limited number of qualified persons with knowledge of and experience in the automotive transportation industry. The process of recruiting personnel with the combination of skills and attributes required to carry out our strategies is often lengthy. Our success depends to a significant degree upon our ability to attract and retain qualified management, administrative, marketing and technical personnel and upon the continued contributions of our management and personnel. In particular, our success is highly dependent upon the abilities of our senior executive management. We believe this management team, comprised of individuals who have worked in the automotive transportation industry for many years and with significant experience pursuing an acquisition strategy is integral to implementing our business plan. The loss of the services of one or more of them could have a material adverse effect on our operating results.

Our reported financial condition and results of operations are subject to exchange rate fluctuations.

        We have foreign operations in Canada and Mexico, and accounts receivable denominated in Nigerian naira, which presents further risk exposure related to foreign exchange fluctuations. Our reported financial condition and results of operations are reported in multiple currencies, including the Canadian dollar and Mexican peso, and are then translated into U.S. dollars at the applicable exchange rate for inclusion in our consolidated financial statements. Appreciation of the U.S. dollar against the Canadian dollar, Mexican peso or Nigerian naira will have a negative impact on our reported net sales

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and operating income while depreciation of the U.S. dollar against such currencies will have a positive effect on reported net sales and operating income.

        In addition, our currency exchange losses with respect to the Nigerian naira may be magnified by Nigerian exchange control regulations that restrict our ability to convert Nigerian naira into U.S. dollars.

If we fail to maintain proper and effective internal controls, our ability to procure accurate and timely financial statements could be impaired, which could adversely affect investor confidence in our reported financial information.

        We may in the future discover areas of our internal controls that need improvement. We cannot be certain that we will be successful in implementing or maintaining adequate internal control over our financial reporting and financial processes. Furthermore, as we grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective. Additionally, the existence of any material weaknesses or significant deficiencies could require management to devote significant time and incur significant expense to remediate any such material weakness or significant deficiency, and management may not be able to remediate any such material weakness or significant deficiency in a timely manner. The existence of any material weakness or significant deficiency in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect us.

The requirements of being a public reporting company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act of 2002 and adoption of corporate governance practices that are customary for public companies, may strain our resources, increase our costs, and we may be unable to comply with these requirements in a timely or cost-effective manner.

        Upon effectiveness of the registration statement of which this prospectus is a part, we will become subject to certain provisions of the Sarbanes-Oxley Act, which will require us to comply with additional requirements relating to internal controls. These regulations impose complex and continually changing regulatory requirements on our operations and reporting, impose comprehensive reporting and disclosure requirements, set stricter independence and financial expertise standards for directors, and impose civil and criminal penalties for companies, their chief executive officers, chief financial officers and directors for securities law violations.

        We may incur significant additional legal, compliance and accounting costs as a result of becoming subject to the Sarbanes-Oxley Act, and our management may be required to devote significant time or incur significant additional expense in order to comply with such requirements and to remediate any material weaknesses or deficiencies that may be identified. In addition, it could increase the difficulty and expense of obtaining director and officer liability insurance, and make it harder for us to attract and retain qualified directors and executive officers. Any inability to comply with such requirements may negatively impact our results of operations, our financial condition, or our reputation.

Risks Related to the Exchange Notes and the Exchange Offer

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.

        Upon completion of this offering, we will have a significant amount of indebtedness. As of December 31, 2015, we had $503.4 million of indebtedness, including $50.6 million related to the revolving credit facility and $62.5 million related to our term loan.

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        We have substantial indebtedness, which could have important consequences, including making it more difficult for us to satisfy our financial obligations; increasing our vulnerability to general adverse economic, industry and competitive conditions; reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes because we will be required to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our indebtedness, limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, placing us at a competitive disadvantage compared to our competitors that are less highly leveraged and that, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting, and limiting our ability to borrow additional funds.

        Our ability to make scheduled payments on or to refinance our indebtedness, including the Exchange Notes, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available to us under our revolving credit facility or otherwise in an amount sufficient to enable us to pay our indebtedness, including the Exchange Notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before the maturity of the debt. We cannot assure you that we will be able to refinance any of our indebtedness, including our revolving credit facility, term loan and the Exchange Notes, on commercially reasonable terms or at all.

        Our revolving credit facility and term loan bear interest at variable rates, subject to, in the case of the term loan, a minimum LIBOR rate of 3.0%. If market interest rates increase, we will have higher debt service requirements, which could materially adversely affect our cash flow and prevent us from fulfilling our obligations under the Exchange Notes.

A reduction in the Company's credit ratings could materially and adversely affect our business, financing condition and results of operations.

        On May 14, 2015, Moody's Investors Service, or Moody's, downgraded the rating on the Exchange Notes to "B3". Moody's has a stable outlook on its rating. The Company cannot be sure that any of its current ratings on the Exchange Notes will remain in effect for any given period of time or that a rating will not be lowered by a rating agency if, in its judgment, circumstances in the future so warrant. The above mentioned downgrade, or any further downgrade by Moody's, could increase the Company's borrowing costs, which would adversely affect the Company's financial results. The Company would likely be required to pay a higher interest rate in future financings, and its potential pool of investors and funding sources could decrease. The rating(s) from credit agencies are not recommendations to buy, sell or hold the Company's securities, and such rating(s) should be evaluated independently of any other rating.

Despite current indebtedness levels, we may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

        The terms of the Indenture permit us to incur substantial additional indebtedness, including additional secured indebtedness, in the future. Although the Indenture and our revolving credit facility and term loan contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If we incur additional indebtedness, the related risks that we now face would intensify and could further exacerbate the risks associated with our substantial leverage.

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We may be unable to generate sufficient cash to service our debt obligations in the future.

        Our ability to pay our expenses and to pay the principal and interest on the Exchange Notes, the revolving credit facility, the term loan and any other debt depends on our ability to generate positive cash flows in the future. Our operations may not generate cash flows in any amount sufficient to enable us to pay the principal and interest on our debt, including the Exchange Notes, or to fund our other liquidity needs. If we do not have sufficient cash flows from operations, we may be required to incur additional indebtedness, refinance all or part of our existing debt or sell assets. Our ability to borrow funds under the revolving credit facility in the future will depend on our meeting the financial covenants contained in the revolving credit facility and the other affirmative and negative covenants in the indenture governing the Exchange Notes, the term loan and the revolving credit facility, and sufficient borrowings may not be available to us. In addition, the terms of existing or future debt agreements may restrict us from affecting any of these alternatives. Any inability to generate sufficient cash flows or refinance our debt on favorable terms could significantly and adversely affect our financial condition.

The indebtedness of our parent company, JCEI, may cause JCEI to make decisions with respect to our operations or require dividends and other distributions from us to service its debt at times when such decisions might not be in the best interests of the Company and the holders of the Exchange Notes.

        As of December 31, 2015, JCEI had outstanding $165 million in principal amount of unsecured senior notes, or the JCEI Notes, accruing pay-in-kind interest at a rate of 11.25% per annum. Neither we nor any of our subsidiaries are obligors on the JCEI Notes; however, in order to fund required cash payments of interest under the JCEI Notes, JCEI may require that we pay dividends to it or otherwise advance funds to it periodically. Under the JCEI Notes, JCEI is required to make cash interest payments at a rate of 10.5% per annum except in circumstances where we are not able to make payments to JCEI in the form of dividends or other distributions under our outstanding debt obligations, subject to certain caveats and exceptions set out in the JCEI Notes indenture. Therefore, JCEI would be motivated to request the payment of dividends, subject to approval of our Board of Directors, when we have capacity to pay such dividends to it. Our Board of Directors may decide to make such dividend payments as requested by JCEI at times that such cash could otherwise be used to grow our operations. Further, we and our subsidiaries are considered "restricted subsidiaries" under the JCEI Notes indenture. Therefore, JCEI is required to cause us and our subsidiaries to comply with covenants set forth in the JCEI Notes indenture. These covenants are substantially similar to the covenants in the Indenture; however, in situations where holders of the Exchange Notes might be willing to waive or amend the covenants in the Indenture, we may still be restricted by the JCEI Notes indenture from engaging in certain activities. Finally, if JCEI were to default under the indenture governing the JCEI Notes, holders of the JCEI Notes could attempt to pursue us and our subsidiaries through claims for veil piercing or other equitable considerations notwithstanding that we are not obligors on the JCEI Notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Exchange Notes.

        Any default under the agreements governing our indebtedness, including a default under our revolving credit facility or term loan, not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could make us unable to pay principal, premium, if any, and interest on the Exchange Notes and substantially decrease the market value of the Exchange Notes. If we are unable to generate sufficient cash flows and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the agreements governing our indebtedness, including our revolving credit facility and term loan, we could

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be in default. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed under such agreements to be due and payable, together with accrued and unpaid interest, the lenders under our revolving credit facility could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may need to obtain waivers from the required lenders under our revolving credit facility and term loan or other debt that we may incur in the future to avoid being in default. If we breach our covenants under our revolving credit facility or term loan and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our revolving credit facility or term loan, the lenders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations, such as the lenders under our revolving credit facility and term loan and holders of the Exchange Notes, could proceed against the collateral securing the debt. Because the Indenture, revolving credit facility and term loan have cross-default provisions, if the indebtedness under the Exchange Notes or under our revolving credit facility or any of our other debt is accelerated, we may be unable to repay or finance the amounts due.

We are a holding company and depend upon the earnings of our subsidiaries to make payments on the Exchange Notes.

        We are a holding company and conduct all of our operations through our subsidiaries. All of our operating income is generated by our operating subsidiaries. We must rely on dividends and other advances and transfers of funds from our subsidiaries, and earnings from our investments in cash, to provide the funds necessary to meet our debt service obligations, including payment of principal and interest on the Exchange Notes. Although we are the sole stockholder of each of our operating subsidiaries and therefore able to control their respective declarations of dividends, applicable laws may prevent our operating subsidiaries from being able to pay such dividends. In addition, such payments may be restricted by claims against our subsidiaries by their creditors, such as suppliers, vendors, lessors, and employees, and by any applicable bankruptcy, reorganization, or similar laws applicable to our operating subsidiaries. The availability of funds, and therefore the ability of our operating subsidiaries to pay dividends or make other payments or advances to us, will depend upon their operating results.

Sales of assets by us or the guarantors could reduce the pool of assets securing the Exchange Notes and the Exchange Guarantees.

        The security documents relating to the Exchange Notes will allow us and the guarantors to remain in possession of, retain exclusive control over, freely operate and collect and invest and dispose of any income from, the collateral securing the Exchange Notes. To the extent we sell any assets that constitute such collateral, the proceeds from such sale will be subject to the liens securing the Exchange Notes only to the extent such proceeds would otherwise constitute "collateral" securing the Exchange Notes and the subsidiary guarantees under the security documents, and will also be subject to the security interest of creditors other than the holders of the Exchange Notes, some of which may be senior or prior to the liens held by the holders of the Exchange Notes, such as the lenders under our revolving credit facility and term loan, who have a first-priority lien in certain of the collateral securing the Exchange Notes. To the extent the proceeds from any such sale of collateral do not constitute "collateral" under the security documents, the pool of assets securing the Exchange Notes and the guarantees would be reduced and the Exchange Notes and the guarantees would not be secured by such proceeds.

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The Indenture and our revolving credit facility and term loan impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some actions.

        The Indenture and our revolving credit facility and term loan contain restrictions on our activities, including covenants that limit our and our restricted subsidiaries' ability to transfer or sell assets or use asset sale proceeds; incur or guarantee additional debt or issue preferred equity securities; pay dividends, redeem subordinated debt, if any, or make other restricted payments; make certain investments; create or permit liens on our assets; enter into transactions with affiliates; and merge, consolidate or transfer all or substantially all of our or our restricted subsidiaries' assets.

        Our revolving credit facility requires us to meet certain financial ratios and minimum availability levels. We may not be able to maintain these ratios and levels, and if we fail to be in compliance with these tests, we may not be able to borrow the full amount available under our revolving credit facility, which could make it difficult for us to operate our business.

        The restrictions in the Indenture and our revolving credit facility and term loan may prevent us from taking actions that we believe would be in the best interest of our business, and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. We also may incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We cannot assure that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt on terms acceptable to us, or at all. The breach of any of these covenants and restrictions could result in a default under the Indenture or under our revolving credit facility or term loan. An event or default under our debt agreements would permit our lenders to declare all amounts borrowed from them to be due and payable.

We may not have the funds necessary to satisfy all of our obligations under the revolving credit facility, the term loan, the Exchange Notes or other indebtedness in connection with certain change of control events.

        Upon the occurrence of specific kinds of change of control events, the Indenture requires us to make an offer to repurchase all outstanding Exchange Notes at 101% of the principal amount thereof, plus accrued and unpaid interest (and additional interest, if any) to the date of repurchase. However, it is possible that we will not have sufficient funds, or the ability to raise sufficient funds, at the time of the change of control to make the required repurchase of the Exchange Notes. In addition, restrictions under our revolving credit facility and term loan may not allow us to repurchase the Exchange Notes upon a change of control. If we could not refinance such debt or otherwise obtain a waiver from the holders of such debt, we would be prohibited from repurchasing the Exchange Notes, which would constitute an event of default under the indenture. Certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "Change of Control" under the Indenture. See "Description of the Exchange Notes—Change of Control."

        In addition, our revolving credit facility provides that certain change of control events constitute an event of default under our revolving credit facility. Such an event of default entitles the lenders thereunder to, among other things, cause all outstanding debt obligations under the revolving credit facility to become due and payable and to proceed against the collateral securing our revolving credit facility. Any event of default or acceleration of the revolving credit facility will likely also cause a default under the terms of our other indebtedness.

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The collateral is subject to casualty risks and there may not be sufficient collateral to pay all or any portion of the Exchange Notes.

        We are obligated under the collateral arrangements to maintain adequate insurance or otherwise insure against hazards. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. It is possible that the insurance proceeds will not compensate us fully for our losses.

        Indebtedness and other obligations under our revolving credit facility, term loan, the Exchange Notes and certain other senior secured indebtedness that we may incur in the future will be secured by liens on substantially all of our assets. Pursuant to the terms of an intercreditor agreement, the lien on certain of our and the guarantors' assets that will secure the Exchange Notes and the guarantees will be contractually subordinated to a lien that will secure our revolving credit facility and term loan to the extent of the collateral securing the revolving credit facility and term loan and certain other permitted indebtedness. Additionally, certain permitted indebtedness may be secured by liens that have priority by law. Consequently, the Exchange Notes and the Exchange Guarantees will be effectively subordinated to borrowings under our revolving credit facility and term loan and certain other permitted indebtedness to the extent of the value of such assets. Therefore, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us, or an acceleration of our indebtedness under our revolving credit facility or any other contractually senior claims, the assets that secure these contractually senior claims on a first-priority basis must be used first to pay these contractually senior claims in full before any payments are made therewith on the Exchange Notes.

        The value of the assets pledged as collateral for the Exchange Notes could be impaired in the future as a result of changing economic conditions, competition or other future trends. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the collateral will be sufficient to pay our obligations under the Exchange Notes, in full or at all, after first satisfying our obligations in full under contractually senior claims. Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the Exchange Notes. Any claim for the difference between the amount, if any, realized by holders of the Exchange Notes from the sale of the collateral securing the Exchange Notes and the obligations under the Exchange Notes would rank equally in right of payment with all of our unsecured senior indebtedness.

        Additionally, the terms of the Indenture allow us to issue additional notes in certain circumstances. The Indenture does not require that we maintain the current level of collateral or maintain a specific ratio of indebtedness to asset values. Any additional notes issued pursuant to the Indenture will rank pari passu with the Exchange Notes and be entitled to the same rights and priority with respect to the collateral. Thus, the issuance of additional notes pursuant to the Indenture may have the effect of significantly diluting noteholders' ability to recover payment in full from the then existing pool of collateral. In addition, releases of collateral from the liens securing the Exchange Notes are permitted under some circumstances.

Securities of our subsidiaries will be considered to be pledged to secure the Exchange Notes only to the extent and for so long as that pledge would not require the filing of separate financial statements with the SEC for that subsidiary. As a result, the Exchange Notes could be secured by less collateral than our other senior indebtedness, including the revolving credit facility and the term loan.

        Subject to various exceptions that are described below and elsewhere in this prospectus, the Exchange Notes are secured by a pledge of the assets of the Company and the guarantors, including the capital stock and other securities of the Company's domestic subsidiaries (and 65% of the capital stock of the Company's first-tier foreign subsidiaries) as of the date of this prospectus. Under the SEC regulations currently in effect, if the aggregate principal amount, par value, book value as carried by us

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or market value, whichever is greatest, of the capital stock and other securities or similar items of a subsidiary that are pledged as part of the collateral is greater than or equal to 20% of the aggregate principal amount of notes then outstanding, such a subsidiary would be required to provide separate financial statements in filings with the SEC. The security agreement governing the Original Notes provides that any capital stock and other securities of any of the Company's subsidiaries will automatically be deemed not to be collateral securing the Exchange Notes for so long as the pledge of such capital stock or other securities would cause such subsidiary to be required to file separate financial statements with the SEC pursuant to Rule 3-16 of Regulation S-X or another similar rule (referred to herein as the Collateral Cutback Provision).

        We conduct substantially all of our business through the Company's subsidiaries, one of which currently has capital stock that we estimate has a book and market value in excess of 20% of the aggregate principal amount of the Exchange Notes, or $75.0 million. We estimate that, for purposes of Rule 3-16, the value of the capital stock of Jack Cooper Transport exceeded 20% of the principal amount of the notes as of December 31, 2015. Accordingly, the pledge of capital stock and other securities with respect to such subsidiary will be subject to the Collateral Cutback Provision and limited in value to less than 20% of the aggregate principal amount of the Exchange Notes. Based on our estimates, the aggregate percentage of our consolidated assets and revenues represented by Jack Cooper Transport as of December 31, 2015 are approximately 89% and 94%, respectively. As a result, holders of the Exchange Notes could lose a significant portion of their security interest in the capital stock or other securities of Jack Cooper Transport, or any other subsidiary that becomes subject to the Collateral Cutback Provision.

        We have not had an external third-party market valuation conducted as to the capital stock of the Company's subsidiaries, so our estimates should not be considered an indication as to what such subsidiaries might be able to be sold for in the market. Our estimate of the book value of each subsidiary was based on the book value of such subsidiary under GAAP, without eliminating intercompany balances. Our estimate of the market value of each subsidiary was based on internal management estimates. Furthermore, the list of the Company's subsidiaries that are subject to the Collateral Cutback Provision may change due to changes in such estimates or the outstanding principal amount of the Exchange Notes.

        We are permitted to incur other senior secured indebtedness with a pari passu lien in the collateral. If that indebtedness is not notes or other securities that trigger the requirements of Rule 3-16 (such as credit facility debt or notes or other securities that are not registered under the Securities Act or Exchange Act), it will not be subject to the Collateral Cutback Provision. Accordingly, even though those other series of senior secured indebtedness are meant to have a pari passu lien in the collateral, they may actually have a more extensive collateral package than the Exchange Notes. In addition, they will not be required by the terms of any intercreditor agreement to pursue enforcement against any specific collateral before collecting ratably with the Exchange Notes. Accordingly, future indebtedness that is intended to have a pari passu lien with the Exchange Notes may actually have a more extensive collateral package and may recover more ratably than the notes in any enforcement situation. In addition, the security granted in favor of lenders under the revolving credit facility and term loan is not subject to the Collateral Cutback Provision, so the collateral package securing the obligations under such facilities will include a second-priority pledge of all capital stock of the Company's domestic subsidiaries and 65% of the Company's first-tier foreign subsidiaries.

        It may be more difficult, costly and time-consuming for holders of the Exchange Notes to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary.

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The security interest in after-acquired property may not be perfected promptly or at all.

        Applicable law requires that security interests in certain property, such as motor vehicles and real property, acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or the collateral agent will monitor, or that we will inform such trustee or collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. Neither the trustee nor the collateral agent has an obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in certain of the after-acquired collateral or the priority of the security interest in favor of the Exchange Notes against third parties.

There are circumstances other than repayment or discharge of the Exchange Notes under which the collateral securing the Exchange Notes and Exchange Guarantees will be released automatically, without your consent or the consent of the trustee.

        Under various circumstances, all or a portion of the collateral securing the Exchange Notes and the Exchange Guarantees may be released, including to enable the sale, transfer or other disposal of such collateral in a transaction not prohibited under the Indenture or the agreements governing our revolving credit facility and term loan, including the sale of any entity in its entirety that owns or holds such collateral; and with respect to collateral held by a guarantor, upon the release of such guarantor from its Exchange Guarantee.

        In addition, the Exchange Guarantee of a guarantor will be released in connection with a sale of such guarantor in a transaction not prohibited by the Indenture. Also, in certain instances after the disposition of assets or the ownership interest of a guarantor, such assets and such guarantor will be released if the first lien holders of first-priority claims have also released their liens.

The lien on the ABL Collateral securing the Exchange Notes and the Exchange Guarantees is junior and subordinate to the lien on the ABL Collateral securing our revolving credit facility and term loan and certain other first lien obligations.

        The Exchange Notes and the Exchange Guarantees will be secured by first-priority liens granted by us and the existing guarantors and any future guarantor on certain of our assets and certain of the assets of the guarantors (excluding the ABL Collateral) and second priority liens granted by us and the existing guarantors and any future guarantor on the ABL Collateral and certain hedging and cash management obligations, subject to certain permitted liens, exceptions and encumbrances described in the Indenture and the security documents relating to the Exchange Notes. As set out in more detail under "Description of the Exchange Notes," the lenders under our revolving credit facility and term loan and holders of certain of our hedging and cash management obligations will be entitled to receive all proceeds from the realization of the ABL Collateral under certain circumstances, including upon default in payment on, or the acceleration of, any obligations under our revolving credit facility and term loan, or in the event of our, or any of our subsidiary guarantors', bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding, to repay such obligations in full before the holders of the Exchange Notes will be entitled to any recovery from such collateral. In addition, the Indenture will permit us and the guarantors to create additional liens under specified circumstances, including liens senior in priority to and pari passu with the liens securing the Exchange Notes. Any obligations secured by such liens may further limit the recovery from the realization of the ABL Collateral available to satisfy holders of the Exchange Notes.

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Holders of the Exchange Notes will not control decisions regarding the ABL Collateral.

        The lenders under our revolving credit facility and our term loan, as holders of first-priority lien obligations on the ABL Collateral, will control substantially all matters related to such collateral, pursuant to the terms of the intercreditor agreement. The holders of the first-priority lien obligations may cause the collateral agent thereunder (the "first lien agent") to dispose of, release, or foreclose on, or take other actions with respect to, the ABL Collateral (including amendments of and waivers under the security documents) with which holders of the Exchange Notes may disagree or that may be contrary to the interests of holders of the Exchange Notes, even after a default under the Exchange Notes. To the extent ABL Collateral is released from securing the first priority lien obligations, the intercreditor agreement will provide that in certain circumstances, the second priority liens securing the Exchange Notes will also be released. In addition, the security documents related to the second priority lien generally provide that, so long as the first priority lien obligations are in effect, the holders of the first priority lien obligations may change, waive, modify or vary the security documents governing such first priority liens without the consent of the holders of the Exchange Notes (except under certain limited circumstances) and that the security documents governing the second priority liens will be automatically changed, waived and modified in the same manner. Further, the security documents governing the second priority liens may not be amended in any manner adverse to the holders of the first-priority obligations without the consent of the first lien agent until the first priority lien obligations are paid in full. The intercreditor agreement will prohibit second priority lienholders from foreclosing on the collateral until payment in full of the first priority lien obligations. We cannot assure you that in the event of a foreclosure by the holders of the first priority lien obligations, the proceeds from the sale of collateral would be sufficient to satisfy all or any of the amounts outstanding under the Exchange Notes after payment in full of the obligations secured by first priority liens on the collateral.

We will in most cases have control over the collateral, and the sale of particular assets by us could reduce the pool of assets securing the Exchange Notes and the Exchange Guarantees.

        The collateral documents allow us to remain in possession of, retain exclusive control over, freely operate and collect, invest and dispose of any income from, the collateral securing the Exchange Notes and the Exchange Guarantees. With respect to any release of collateral, we must deliver to the Exchange Notes collateral agent, from time to time, an officer's certificate to the effect that all releases and withdrawals during the preceding six-month period in which no release or consent of the Exchange Notes collateral agent was obtained in the ordinary course of business were not prohibited by the Indenture. See "Description of the Exchange Notes."

It may be difficult to realize the value of the collateral pledged to secure the Exchange Notes and the Exchange Guarantees.

        The security interest of the collateral agent may be subject to practical problems generally associated with the realization of security interests in the collateral. For example, the collateral agent may need to obtain the consent of a third party or governmental agency to obtain or enforce a security interest in a license or contract or to otherwise operate our business. We cannot assure you that the collateral agent will be able to obtain any such consent. If the trustee exercises its rights to foreclose on certain assets, transferring required government approvals to, or obtaining new approvals by, a purchaser of assets may require governmental proceedings with consequent delays. In addition, any foreclosure on the assets of a subsidiary, rather than upon its capital stock as a result of the stock of such subsidiary being an "excluded asset," may result in delays and additional expense, as well as less proceeds than would otherwise have been the case.

        In addition, the collateral agent for the Exchange Notes may need to evaluate the impact of potential liabilities before determining to foreclose on the collateral, because entities that hold a security interest in real property may be held liable under environmental laws for the costs of

39

remediating or preventing release or threatened releases of hazardous substances at the secured property. In this regard, the collateral agent may decline to foreclose on the collateral or exercise remedies available if it does not receive indemnification to its satisfaction from the holders. Finally, the collateral agent's ability to foreclose on the collateral on behalf of the holders of the Exchange Notes may be subject to lack of perfection, the consent of third parties, prior liens and practical problems associated with the realization of the collateral agent's lien on the collateral.

Corporate benefit laws and other limitations on the Exchange Guarantees may adversely affect the validity and enforceability of the Exchange Guarantees of the Exchange Notes.

        The guarantees of the Exchange Notes by the guarantors provide the holders of the Exchange Notes with a claim against the assets of the guarantors. Each of the guarantees and the amount recoverable under the guarantees, however, will be limited to the maximum amount that can be guaranteed by a particular guarantor without rendering the guarantee, as it relates to that guarantor, voidable or otherwise ineffective under applicable law. In addition, enforcement of any of these guarantees against any guarantor will be subject to certain defenses available to guarantors generally. These laws and defenses include those that relate to fraudulent conveyance or transfer, voidable preference, corporate purpose or benefit, preservation of share capital, thin capitalization and regulations or defenses affecting the rights of creditors generally. If one or more of these laws and defenses are applicable, a guarantor may have no liability or decreased liability under its guarantee.

Rights of holders of Exchange Notes may be adversely affected by bankruptcy proceedings.

        The right of the collateral agent for the Exchange Notes to repossess and dispose of the collateral securing the Exchange Notes upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly even after the collateral agent has repossessed and disposed of the collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent for the Exchange Notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents, or profits of the collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to circumstances, but it is intended in general to protect the value of the secured creditor's interest in the collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the Exchange Notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the collateral, or whether or to what extent holders of the Exchange Notes would be compensated for any delay in payment or loss of value of the collateral through the requirements of "adequate protection." Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the Exchange Notes, the holders of the Exchange Notes would have "undersecured claims" as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorneys' fees for "undersecured claims" during the debtor's bankruptcy case.

Under certain circumstances a court could cancel the Exchange Notes or the Exchange Guarantees.

        Our issuance of the Exchange Notes and the issuance of the Exchange Guarantees may be subject to review under federal or state fraudulent transfer law. If we become a debtor in a case under the

40

U.S. Bankruptcy Code or encounter other financial difficulty, a court might avoid or cancel our obligations under the Exchange Notes. The court might do so, if it found that when we issued the Exchange Notes: (i) we received less than reasonably equivalent value or fair consideration and (ii) we either (a) were or were rendered insolvent, (b) were left with inadequate capital to conduct our business or (c) believed or reasonably should have believed that we would incur debts beyond our ability to pay. The court might also avoid the Exchange Notes, without regard to factors (i) and (ii), if it found that we issued the Exchange Notes with actual intent to hinder, delay or defraud our creditors.

        Similarly, if one of the guarantors becomes a debtor in a case under the U.S. Bankruptcy Code or encounters other financial difficulties, a court might cancel its Exchange Guarantee, if it found that when the guarantor issued its Exchange Guarantee, or in some jurisdictions, when payments became due under the Exchange Guarantee, factors (i) and (ii) above applied to the guarantor, or if it found that the guarantor issued its Exchange Guarantee with actual intent to hinder, delay or defraud its creditors. A court would likely find that neither we nor any guarantor received reasonably equivalent value or fair consideration for incurring our obligations under the Exchange Notes and Exchange Guarantees unless we or the guarantors benefited directly or indirectly from the Exchange Notes' issuance. In other instances, courts have found that an issuer did not receive reasonably equivalent value or fair consideration if the proceeds of the issuance were used to finance an acquisition of the issuer, although we cannot predict how a court would rule in this case.

        The test for determining solvency for purposes of the foregoing will vary depending on the law of the jurisdiction being applied. In general, a court would consider an entity insolvent either if the sum of its existing debts exceeds the fair value of all of its property, or its assets' present fair saleable value is less than the amount required to pay the probable liability on its existing debts as they become due. For this analysis, "debts" includes contingent and unliquidated debts.

        The Indenture limits the liability of each guarantor on its Exchange Guarantee to the maximum amount that the guarantor can incur without risk that the Exchange Guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect the Exchange Guarantees from fraudulent transfer claim or, if it does, that the remaining amount due and collectible under the Exchange Guarantees would suffice, if necessary, to pay the Exchange Notes in full when due. If a court voided our obligations under the Exchange Notes and the obligations of all of the guarantors under their Exchange Guarantees, you would cease to be our creditors or creditors of the guarantors and likely have no source from which to recover amounts due under the Exchange Notes. Even if the Exchange Guarantee of a guarantor is not avoided as a fraudulent transfer, a court may subordinate the Exchange Guarantee to that guarantor's other debt. In that event, the Exchange Guarantees would be structurally subordinated to all of the guarantor's other debt.

Any future pledge of collateral may be avoidable in bankruptcy.

        Any future pledge of collateral in favor of the collateral agent for the Exchange Notes, including pursuant to security documents delivered after the date of the Indenture, may be avoidable in bankruptcy if certain events or circumstances exist or occur, including if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the Exchange Notes to receive a greater recovery than if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period.

The value of the collateral securing the Exchange Notes and the Exchange Guarantees may not be sufficient to secure postpetition interest.

        In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us, holders of the Exchange Notes will only be entitled to post-petition interest under the U.S. Bankruptcy Code to the extent that the value of their security interest in the collateral securing the

41

Exchange Notes and the Exchange Guarantees is greater than their pre-bankruptcy claim. Holders of the Exchange Notes that have a security interest in collateral with a value equal or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the U.S. Bankruptcy Code. No appraisal of the fair market value of the collateral has been prepared in connection with this offering and therefore the value of the noteholders' interest in the collateral may not equal or exceed the principal amount of the Exchange Notes.

If you do not exchange your Original Notes pursuant to this exchange offer, you may never be able to sell your Original Notes and you will continue to be subject to the risks stated herein relative to the Exchange Notes.

        It may be difficult for you to sell your Original Notes that are not exchanged in the exchange offer. The Original Notes may not be offered or sold unless they are registered or there are exemptions from the registration requirements under the Securities Act and applicable state securities laws. If you do not tender your Original Notes or if we do not accept some of your Original Notes, those notes will continue to be subject to the transfer and exchange restrictions in:

•

the Indenture;

•

the legend on the Original Notes; and

•

the offering memorandum relating to the Original Notes.

        The restrictions on transfer of your Original Notes arise because we issued the Original Notes pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Original Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold pursuant to an exemption from such requirements. Holders who do not tender their Original Notes will not have any further registration rights under the registration rights agreements or otherwise, and we do not intend to register the Original Notes under the Securities Act. To the extent Original Notes are tendered and accepted in the exchange offer, the trading market, if any, for the Original Notes would be adversely affected. See "The Exchange Offer—Procedures for Tendering."

        Further, the Original Notes are subject to all of the risks stated herein with respect to the Exchange Notes. Therefore, in addition to the transfer restrictions, a holder of Original Notes who does not exchange them will continue to have all of the risks inherent in ownership of debt securities of the Company.

There is no active market for the Exchange Notes and if an active trading market does not develop for the Exchange Notes you may not be able to resell them.

        The Exchange Notes are a new issue of securities. There is no active public trading market for the notes. We do not intend to apply for listing of the Exchange Notes on a security exchange. The liquidity of the trading market in the Exchange Notes and the market prices quoted for the Exchange Notes may be adversely affected by changes in the overall market for this type of securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a consequence, an active trading market may not develop for the Exchange Notes, you may not be able to sell the Exchange Notes, or, even if you can sell the Exchange Notes, you may not be able to sell them at an acceptable price.

Some holders that exchange their Original Notes may be required to comply with registration and prospectus delivery requirements in connection with the sale or transfer of their Exchange Notes.

        Holders that exchange Original Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act

42

in connection with any resale transaction. Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes which were acquired by such broker-dealer as a result of market-making or other trading activities may be deemed to be a statutory underwriter under the Securities Act and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Holders that are required to comply with the registration and prospectus delivery requirements may face additional burdens on the transfer of their Exchange Notes and could incur liability for failure to comply with applicable requirements.

The consummation of the exchange offer may not occur.

        We are not obligated to complete the exchange offer under certain circumstances. See "The Exchange Offer—Conditions." Even if the exchange offer is completed, it may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their Exchange Notes. You may be required to deliver prospectuses and comply with other requirements in connection with any resale of the exchange notes.

Holders of the Original Notes who do not tender their Original Notes will have no further rights under the registration rights agreements, including registration rights and the right to receive additional interest.

        Holders that are eligible to participate in the exchange offer but who do not tender their Original Notes will not have any further registration rights or any right to receive additional interest under the registration rights agreements or otherwise.

Your Original Notes will not be accepted for exchange if you fail to follow the applicable exchange offer procedures and, as a result, your Original Notes will continue to be subject to existing transfer restrictions and you may not be able to sell them.

        We will not accept your Original Notes for exchange if you do not follow the applicable exchange offer procedures. We will issue Exchange Notes as part of the applicable exchange offer only after timely receipt of your Original Notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your Original Notes, please allow sufficient time to ensure timely delivery. If we do not receive your Original Notes, a properly completed and duly executed letter of transmittal and other required documents by the expiration date of the applicable exchange offer, we will not accept your Original Notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of Original Notes for exchange. If there are defects or irregularities with respect to your tender of Original Notes, we will not accept your Original Notes for exchange.

Risks Related To Our Industry

Our business is subject to several general economic and business factors, which affect the broader industry, exist beyond our control, and any of which could have a material adverse effect on our operating results.

        These factors include limited or excess capacity in the trucking industry and changes in automotive demand, deficits or surpluses in the market for used equipment, interest rates, license and registration fees and insurance premiums.

We may be affected by pricing pressures in our industry.

        We operate in a highly competitive and fragmented industry, and our business may suffer if we are unable to adequately address downward pricing pressures and other factors that may adversely affect our ability to compete with other carriers. Some of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth rates in the economy, which may limit

43

our ability to maintain or increase freight rates, maintain our margins or maintain significant growth in our business, which may have an adverse effect on our financial condition and operating results.

Automotive OEMs may choose to integrate vertically and provide services in house.

        To our knowledge, only Toyota and Chrysler provide automotive transport services in house, with Toyota operating 91 trucks and Chrysler operating 33 trucks. If they choose to continue to increase the amount of transportation services they provide for themselves or if any of our other existing customers decide to provide such services in-house, we may experience a loss of such customer or a reduction in services rendered to them which may have an adverse effect on our financial condition and operating results.

We may be affected by labor issues in the broader transportation industry.

        Difficulty in attracting drivers could affect our profitability and ability to grow. Periodically, the transportation industry experiences difficulty in attracting and retaining qualified drivers, including independent contractors, resulting in intense competition for drivers. We have from time to time experienced underutilization and increased expenses due to a shortage of qualified drivers. If we are unable to attract drivers when needed or contract with independent contractors when needed, we could be required to further adjust our driver compensation packages or let trucks sit idle, which could adversely affect our growth and profitability. If we are unable to retain drivers, our business, financial condition and results of operations could be harmed.

The trucking industry is capital intensive.

        If we are unable to generate sufficient cash from operations in the future, we may have to limit our growth, enter into financing arrangements or operate our revenue equipment for longer periods, any of which could have a material adverse effect on our profitability.

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USE OF PROCEEDS

        We will not receive any cash proceeds from the issuance of the Exchange Notes. In consideration for issuing the Exchange Notes as contemplated in this prospectus, we will receive in exchange Original Notes in like principal amount. The Original Notes surrendered in exchange for Exchange Notes will be retired and canceled and cannot be reissued. Issuance of the Exchange Notes will not result in a change in our amount of outstanding debt.

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RATIO OF EARNINGS TO FIXED CHARGES

        The following table sets forth the ratio of earnings to fixed charges on a consolidated basis for each of the periods indicated.

	Year Ended December 30,
	2015	2014	2013	2012	2011
Ratio of Earnings to Fixed Charges(1)	(2)	(2)	0.16	0.83	(2)

(1)

For purposes of computing the ratio of earnings to fixed charges, "earnings" are defined as (i) net loss before income taxes less (ii) net loss (income) attributable to noncontrolling interest plus (iii) fixed charges. "Fixed charges" consist of interest on all indebtedness, amortization of debt expense, plus an estimated interest component of rent expense.

(2)

Earnings were insufficient to cover fixed charges by $68.9 million, $61.5 million and $26.3 million for the years ended December 31, 2015, 2014 and 2011, respectively.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2015 on an actual basis.

        You should read the following table in conjunction with the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Summary Historical Consolidated Financial and Other Data" and our consolidated financial statements and related notes included elsewhere in this prospectus.

	December 31, 2015
	Actual
	(in thousands)
Cash and cash equivalents	$	2,571
Long-term debt, including current maturities:
Original Notes, at par		375,000
Revolving credit facility		50,636
Term loan, at par		62,500
Other existing indebtedness(1)		5,311
Total long-term debt, including current maturities		493,447
Other existing liabilities(2)		9,903
Total debt	$	503,350
Total stockholder deficit		(293,431	)
Total capitalization	$	209,919

(1)

Represents original premium on the Original Notes, less original discount on the term loan, and includes certain other indebtedness.

(2)

Represents assessed pension withdrawal liabilities.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

        The following tables set forth summary historical consolidated financial and selected other financial and operating data of JCHC and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

        See the discussion under the heading "Item 1—Business" for information regarding business combinations affecting the comparability of our results and measurements detailed below.

	Year Ended December 31,
	2015			2014			2013			2012			2011
	(in thousands except selected per share amounts and operating data)
Consolidated Statement of Loss:
Operating Revenues	$	728,589		$	783,280		$	514,689		$	515,665		$	414,212
Operating Expenses
Compensation and benefits		373,469			383,278			240,442			240,952			222,541
Fuel		67,796			109,333			76,014			79,298			72,190
Depreciation and amortization		50,941			50,441			25,314			24,824			24,457
Repairs and maintenance		54,395			53,802			31,759			31,145			30,249
Other operating		122,985			140,840			87,159			86,782			69,982
Selling, general and administrative expenses		56,277			60,706			42,118			31,008			24,823
Loss (gain) of sale of property and equipment		2,426			1,117			34			249			(260	)
Goodwill and intangible asset impairment		15,352			—			4,663			—			—
Total operating expenses		743,641			799,517			507,503			494,258			443,982
Operating income (loss)		(15,052	)		(16,237	)		7,186			21,407			(2,770	)
Other Income (Expense)
Interest expense, including extinguishment of debt, net		(46,912	)		(41,364	)		(59,602	)		(26,745	)		(23,271	)
Other, net		(6,923	)		(3,914	)		(857	)		(153	)		(201	)
Total other expense		(53,835	)		(45,278	)		(60,459	)		(26,898	)		(23,472	)
Loss before income taxes		(68,887	)		(61,515	)		(53,273	)		(5,491	)		(26,242	)
Provision (benefit) for income taxes		1,029			1,219			(967	)		(267	)		2,156
Net loss		(69,916	)		(62,734	)		(52,306	)		(5,224	)		(28,398	)
Less: Net loss (income) attributable to noncontrolling interests		—			—			—			417			(44	)
Net Loss Attributable to Jack Cooper Holdings Corp.	$	(69,916	)	$	(62,734	)	$	(52,306	)	$	(4,807	)	$	(28,442	)
Selected Financial Data:
Fleet Capex(1)	$	24,658		$	13,755		$	15,973		$	12,678		$	48,276
Adjusted EBITDA(2)	$	58,528		$	54,234		$	57,870		$	57,376		$	38,150
Selected Operating Data:
Revenue per loaded mile	$	7.77		$	7.45		$	7.23		$	6.82		$	6.30
Units carried (in 000's)		4,139			4,065			2,592			2,623			2,224
Number of active rigs		2,421			2,499			2,430			1,588			1,582

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	December 31, 2015			December 31, 2014			December 31, 2013
	(in thousand)
Condensed Consolidated Balance Sheet Data:
Cash and cash equivalents, excluding restricted cash	$	2,571		$	7,100		$	3,507
Total assets	$	305,067		$	346,992		$	385,198
Long-term debt, less current maturities	$	449,204		$	387,965		$	389,905
Total stockholders' deficit	$	(293,431	)	$	(226,961	)	$	(180,031	)

(1)

Fleet Capex is the component of our total capital expenditures that reflects the amount we spend on our fleet. During the year ended December 31, 2015, we purchased 180 rigs for an aggregate of $5.8 million as their operating leases expired, in addition to purchasing $5.1 million of new trailers and spending $13.8 million on rig refurbishments and modifications. During the year ended December 31, 2013, the fleet capex included additional rigs acquired in the Allied Acquisition. During the year ended December 31, 2011, fleet capex included additional fleet equipment purchases and refurbishments and remanufacturing of equipment that was idle prior to the additional business awards from GM and Toyota during March of 2011.

(2)

EBITDA, as used herein, represents income (loss) from continuing operations plus provision (benefit) for income tax expense (benefit), interest expense, net, write-off of amortizable deferred financing cost and depreciation and amortization. Adjusted EBITDA, as used herein, is defined as EBITDA further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance and/or are non-cash items such as: fuel surcharge reductions; goodwill and intangible asset impairment; adjustments for legacy workers' compensation charge related to programs in-place prior to our current ownership; new terminal startup costs; impact of terminal closures; pension withdrawal liabilities; maintenance expense to bring idle equipment on-line; severance and employment agreement charges; professional fees associated with acquisitions, potential acquisitions and other non-operating-related transactions; stock based compensation; net (income) loss attributable to noncontrolling interests; other, net, primarily comprised of non-cash impact of foreign currency changes on certain intercompany notes that are other than long-term in nature; (gain) loss on sale of property and equipment; all as detailed below. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. We present EBITDA and Adjusted EBITDA because we consider these to be important supplemental measures of our performance and believe these measures are frequently used by securities analysts, investors, lenders, and other interested parties in the evaluation of companies in our industries with similar capital structures. Our definitions of EBITDA and Adjusted EBITDA are not necessarily comparable to that of other similarly titled measures reported by other companies. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation.

EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to net loss, as determined under GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools and you should not consider them in isolation or as a substitute for analysis of our operating results or cash flows as reported under GAAP. Some of these limitations are:

•

they do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

•

they do not reflect changes in, or cash requirements for, our working capital needs;

•

they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

49

•

although depreciation is a non-cash charge, the assets being depreciated will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;

•

they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows; and

•

other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.


Additionally, Adjusted EBITDA excludes (1) non-cash stock based compensation expenses which are and will remain a key element of our overall long-term compensation packages and (2) certain costs related to multi-employer pension plan partial withdrawals, which we expect are reasonably likely to occur in future periods.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only for supplemental purposes. Please see our consolidated financial statements included elsewhere in this prospectus. The following table is a reconciliation of net loss to EBITDA and Adjusted EBITDA.

	Year Ended December 31
(in thousands)	2015			2014			2013			2012			2011
Reconciliation of Net Loss to EBITDA
Net loss attributable to JCHC	$	(69,916	)	$	(62,734	)	$	(52,306	)	$	(4,807	)	$	(28,442	)
Net income (loss) attributable to noncontrolling interests		—			—			—			(417	)		44
Net loss		(69,916	)		(62,734	)		(52,306	)		(5,224	)		(28,398	)
Provision (benefit) for income taxes		1,029			1,219			(967	)		(267	)		2,156
Interest expense		46,912			41,364			59,602			26,745			23,271
Depreciation and amortization		50,941			50,441			25,314			24,824			24,457
EBITDA	$	28,966		$	30,290		$	31,643		$	46,078		$	21,486
Adjusted EBITDA Calculation
EBITDA	$	28,966		$	30,290		$	31,643		$	46,078		$	21,486
Plus (less):
Net (income) loss attributable to noncontrolling interests		—			—			—			417			(44	)
Other, net(A)		6,923			3,914			857			153			201
(Gain) loss on sale of assets		2,426			1,117			34			249			(260	)
Legacy workers' compensation charge(B)		903			650			488			1,470			3,328
New terminal start-up costs(C)		—			—			—			—			598
Impact of terminal closures(D)		—			—			—			—			136
Pension withdrawal liability(E)		579			2,794			8,380			4,363			3,609
Maintenance expense to bring idle equipment on-line(F)		—			—			—			—			4,228
Fuel surcharge reductions(G)		—			—			—			978			1,733
Professional fees(H)		960			4,178			10,604			3,266			1,752
Severance and employment agreement charges(I)		1,513			3,162			—			—			1,383
Stock based compensation(J)		906			1,725			318			402			—
Acquisition integration costs(K)		—			6,404			883			—			—
Goodwill and intangible assets impairment(L)		15,352			—			4,663			—			—
Adjusted EBITDA	$	58,528		$	54,234		$	57,870		$	57,376		$	38,150

(A)

Primarily represents foreign currency transaction (gains) losses on intercompany loans that are other than long-term and denominated in currencies other than our reporting currency and a fair value adjustment on certain warrants.

(B)

Charges taken for legacy workers' compensation claims related to claims with two carriers for periods between January 1987 and July 2009, including a settlement with one insurance carrier for all claims relating to periods prior to January 1, 2008. The costs for this settlement were accrued as of December 31, 2011 and no further

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costs will be incurred from this insurance carrier as a result of the settlement. The claims for the second insurance carrier are for the periods between January 1, 2008 and July 26, 2009 resulting from policies executed by former company ownership and management. In March 2016, the Company agreed to terms memorializing a settlement with the carrier of all outstanding claims related to the policy, subject to the execution of a full settlement agreement with releases and other terms agreeable to both parties.

(C)

Start-up costs incurred in 2011 related to new terminals, opened primarily as a result of the new business awards in March 2011, which is reflected in other operating expenses on the consolidated statements of comprehensive loss.

(D)

Elimination of losses from terminals closed as a result of a conclusion by new ownership and management that the locations did not meet our return on investment expectations.

(E)

Represents estimated partial multi-employer defined benefit pension plan withdrawals. In 2011, we fully withdrew from the Automotive Industries Pension Plan incurring a $3.6 million pension plan liability payable in quarterly installments of principal and interest totaling less than $0.1 million through December 2031. On January 21, 2014, we received a notice of assessment of partial withdrawal from the Philadelphia Plan due to a decline in our contributions to the fund during the three year period from 2007 to 2009. The withdrawal liability of $1.6 million was paid as of September 2015. We previously estimated that we had triggered a partial pension withdrawal liability of $3.5 million as of December 31, 2014 due to declines in contributions to the Philadelphia Plan during the periods since 2009. On July 9, 2015, the Company received a notification from the Philadelphia Plan of the partial withdrawal liability of $3.7 million related to the portion of the declines in contributions to the fund during the periods since 2009, and as a result the Company recorded $0.2 million of additional liability during the second quarter of 2015.

In addition, we previously estimated that we had triggered a partial pension withdrawal liability of $4.4 million as of December 31, 2012 due to declines in contributions to Western Conference Pension Trust during periods between 2010 and 2012. We recorded additional liabilities of $0.6 million during the year ended December 31, 2013 as a result of declines in contributions during the periods then-ended, which are used to estimate the liability. On June 13, 2014, we received the assessment of our partial withdrawal liability for the periods noted above and as a result recorded less than $0.1 million additional liability during the year ended December 31, 2014. During 2013, we recorded $2.6 million for estimated partial withdrawal liabilities during the periods between 2010-2013. During 2014, we recorded $2.2 million for estimated partial withdrawal liabilities during the periods between 2012-2014 and an additional $0.5 million estimate related to withdrawal liabilities during periods between 2010-2013. On August 10, 2015, we received an assessment from the Western Conference Pension Trust indicating we had a partial withdrawal liability of $3.4 million related to the portion of the declines in contributions to the fund during the periods between 2011 and 2013, and as a result we recorded $0.3 million of additional liability during the third quarter of 2015.

(F)

Additional maintenance expenses incurred in connection with the conversion and maintenance of idle rigs to bring each to road worthy status. These costs were a result of the actions taken, such as deploying idle rigs and refurbishing rigs within our existing fleet, in response to new business awards. These costs are for items such as tires, fluids and other repairs which do not qualify as capital expenditures.

(G)

A customer modified its calculation of fuel surcharge without notice. The Company requested modified hauling rates from its customer to offset the reduction in fuel. The values shown here reflect the fuel surcharge that was permanently lost during the period of modified fuel surcharge rates without corresponding hauling rate adjustments.

(H)

Charges for third-party legal, consulting and accounting expenses related to potential and consummated transactions, and related due diligence, including the Allied Acquisition, which are included in selling, general and administrative expenses on the consolidated statements of comprehensive loss.

(I)

During the year ended December 31, 2015, costs related to payments under severance and labor agreement obligations, which included severance obligations associated with the planned closure of two Canadian terminal locations in the first half of 2016. During the year ended December 31, 2014, costs related to separation, non-compete, and consulting agreements executed in connection with the resignation of two of our officers. During the year ended December 31, 2011, costs related to separation agreements with former employees. These charges are reflected in compensation and benefits and selling, general and administrative expenses in the consolidated statements of comprehensive loss.

(J)

Represents the compensation expense for stock options granted during 2014, 2013 and 2011. The fair value of the options was determined using the Black-Scholes model. The expense is included in selling, general and administrative expenses on the consolidated statements of comprehensive loss.

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(K)

Costs associated with the integration of the Allied Acquisition primarily related to systems transition, transitional associates, information services, travel and fleet relocation.

(L)

During the second quarter of 2015, the Company completed an interim impairment test of goodwill and intangible assets of AES resulting in an impairment charge to goodwill of $14.1 million and to intangible assets of $1.2 million. The charge was a result of reduced rates of growth of sales, profit, and cash flow and revised expectations for future performance that were below the Company's previous projections, largely as a result of increased price competition and weak export demand for vehicles to Nigeria, a major market within which AES operates. During the fourth quarter of 2013, the Company completed its annual impairment test of the Logistics segment reporting unit resulting in an impairment charge of $4.7 million related to the goodwill of AES. The charge was a result of revised sales growth rates, profits, and cash flows that were below the Company's previous projections, partially as a result of governmental budgetary issues which have curtailed capital investment for infrastructure projects in Nigeria, a major market for AES.

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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," our consolidated financial statements and the related notes and the other financial information appearing elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those discussed below and contained elsewhere in this prospectus, particularly under "Risk Factors," and "Forward-Looking Statements." All forward-looking statements are based on information available to us as of the date hereof, and we assume no obligation to update any such forward-looking statements.

Overview

        We are a transportation and logistics provider and a leading over-the-road finished vehicle logistics company in North America. We provide premium asset and non-asset based solutions to the global new and used vehicle markets, specializing in light vehicle transportation and other logistics services for major OEMs and for fleet ownership and remarketing companies. We offer a broad, complementary suite of asset and non-asset based transportation and logistics solutions through a fleet of 2,421 active rigs as of December 31, 2015 and a network of 57 strategically located terminals across North America. We believe our scale and full range of over-the-road transportation and value-added logistics services, offered in over 85 locations across the U.S., Canada and Mexico allow us to operate efficiently and deliver superior customer service, which we believe gives us a competitive advantage in maintaining and winning new business.

        In addition to our asset-based transportation solutions, we provide our customers with a full range of complementary non-asset based logistics and value-added services. Logistics services include freight brokering as well as international shipping services for cars, trucks and construction equipment through our non-vessel owning common carrier subsidiary. Value-added services include the installation of OEM order accessories, claims management, vehicle inspection, and title and supply chain management services, as well as rail and yard management and port processing.

        Most of the Company's U.S. employees are represented by the Teamsters and are covered by the Master Agreement, which expired on August 31, 2015. A new agreement is being negotiated. The Teamsters, represented by the Teamsters National Automobile Transporters Industry Negotiating Committee, and the Company, represented by the National Automobile Transports Labor Division, are continuing good faith negotiations to enter into a new agreement, and both parties have mutually agreed to keep all terms and provisions of the Master Agreement in effect until a new agreement is entered into.

        Since 2008, we have undertaken a number of strategic operational initiatives and completed five acquisitions as part of our focus on profitable growth. Most recently, we completed the Allied Acquisition in December 2013, creating the largest over-the-road FVL provider in North America. As a result of these efforts, for the period from 2010 through 2015, we have increased our annual operating revenue and Adjusted EBITDA by a 17.8% and 21.9% compound annual growth rate, or CAGR, respectively, despite operating through one of the worst automotive markets in recent history. During the same period, our net loss grew from $(32.3) million to $(69.9) million, primarily resulting from increased interest expense as we incurred additional debt to fund our growth. We believe we are ideally positioned to capitalize on favorable growth and modal shifts in the global FVL industry (which includes all modes of transportation, whether truck, rail or ship), as well as expand into other industry verticals that require highly specialized or customized asset and non-asset based solutions.

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        On December 4, 2015, the FAST Act was signed into law. The FAST Act will allow us to transport non-auto based cargo on the trailers of our rigs, which we expect will allow us to leverage our fleet to transport on our backhauls materials ranging from commodities, such as timber, to specialty products, such as utility vehicles. The FAST Act also provides for an additional five feet of total length for automobile transporters, changing the current federal limit from 75 feet to 80 feet. Additionally, front and rear overhang limits are now increased by three feet in the front and four feet in the rear, to a total allowance of four feet front overhang and six feet rear overhang. This results in a total load length (truck with overhang) of 90 feet, which we believe would allow us to increase our load factor and improve our margins in future periods without incremental equipment investment.

Our Segments

        We operate in two reportable segments, the Transport segment and the Logistics segment, which are further described below.

Transport Segment

        The Transport segment provides automotive transportation services to OEMs of cars and light trucks in the U.S. and Canada. Specific services include (i) transportation of new vehicles from OEM assembly centers, vehicle distribution centers and port sites to dealers or other intermediate destinations and (ii) certain non-asset based services such as yard management services, including railcar loading and gate releasing services at OEM assembly centers and related new vehicle inspection services. The average length of haul is approximately 200 miles, though our length of haul ranges from less than a mile up to approximately 2,400 miles. The Transport segment's revenue represented 91.5% and 91.8% of the Company's total revenue for the years ended December 31, 2015 and 2014, respectively.

Logistics Segment

        The Logistics segment engages in the global non-asset based automotive supply chain for new and used finished vehicles and includes: (i) brokering the transportation of used vehicles, including vehicles sold through an automotive auction process, and (ii) services within the growing remarketed vehicle sector, in which our customers are typically OEM remarketing departments, automotive auction companies and logistics brokers, including brokering of the international shipment of cars and trucks from various ports in the U.S. to various international destinations and inspection and title storage services for pre-owned and off-lease vehicles. The Logistics segment's revenue represented 8.5% and 8.2% of the Company's total revenue for the years ended December 31, 2015 and 2014, respectively.

Factors Affecting Our Performance

Revenues

        We primarily earn revenues from the intrastate and interstate transportation of vehicles. Most of our sales and costs are significantly concentrated among three major customers: GM, Ford and Toyota, which accounted for approximately 83%, 81%, and 86% of total revenues for the years ended December 31, 2015, 2014, and 2013, respectively, and GM alone accounted for 40%, 38%, and 51%, respectively. We generate a significant portion of our revenue by transporting automobiles and light trucks for our customers. Generally, we are paid per vehicle transported, per mile. We also derive revenue from fuel surcharges, yard management services, including rail loading and unloading activities, brokering of transportation of used vehicles, brokering of international shipments of cars, trucks, and construction equipment from various ports in the U.S. to various international destinations by third-party ships, and inspection and titles storage services for pre-owned and off-lease vehicles.

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        The main factors that affect our revenue are the number of vehicles manufactured by our customers, the type of vehicle models and the distance between origin location and destination location, the revenue per mile we receive from our customers, the percentage of miles for which we are compensated, the number of rigs operating and changes in fuel prices. These factors relate to, among other things, the U.S. economy, inventory levels, the level of truck capacity in our markets, customer demand by location for each vehicle model, timing of OEM production, changeovers and recalls, and our average length of haul.

        As is common in the industry, we recover a portion of certain fuel costs from fuel surcharges charged to customers. Changes in fuel costs will not result in a direct offset to fuel surcharges due to the nature of the calculation of fuel surcharges, which is customer-specific and fluctuates as a result of miles driven, changes in the number and types of units hauled per customer, as well as the relationship of the national average cost of fuel (the national average diesel price index) or other contractually determined customer index benchmarks compared to actual fuel prices paid at the pump.

Financial Overview

        During the year ended December 31, 2015, revenues decreased by 7.0% as compared to 2014, primarily as a result of (i) decreased fuel surcharges due to the overall reduction in average fuel prices throughout the U.S., (ii) a decrease of 6.2% in miles driven during the year ended December 31, 2015 as compared to 2014, primarily due to the Company's decision to exit certain unprofitable hauling routes, and (iii) reduced revenues from the Company's brokerage operations and international export shipping operations of cars, trucks and construction equipment during the year mainly due to lower used vehicle brokerage volumes and decreased shipments at AES during the year ended December 31, 2015. These effects were partially offset by less severe weather conditions during the first quarter of 2015 as compared to the first quarter of 2014. We experienced 28 terminal shut-down days associated with the severe weather conditions during the first quarter of 2015, compared to 102 terminal shut-down days during the same period of 2014. A terminal shut-down day is defined as one eight hour Monday through Friday operating day for a single terminal. Decreased revenues were also offset by contractual changes made with certain customers during the third quarter of 2015, which include changes in pricing and payment terms and certain operational improvements. These contractual amendments partially offset the revenue decrease discussed above, contributing $6.0 million of additional revenue during the year ended December 31, 2015.

        During 2014, revenues increased as a result of the Allied Acquisition; however, this increase was partially offset by revenue declines for a significant number of our locations as a result of the severe weather conditions during the first three months of 2014. We experienced 102 terminal shut down days associated with the severe weather conditions during the first quarter of 2014, compared to 17 terminal shut down days during the same period of 2013. Certain terminals experienced partial shutdown days which are defined as at least four hours of lost operating time during an eight-hour day. The weather-related impact caused inefficiencies in our loading, unloading and transit times (associated with cleaning snow off of trucks before use and cleaning snow off of revenue units before and after transporting them), increased lodging costs due to hours of service restrictions for our drivers, and premium (overtime) pay required in order to complete the unit movements over weekends to make up for the inefficiencies caused by delayed delivery of on-ground customer inventories. Fuel costs were also negatively impacted as a result of increased hydraulic power take-off run times due to increased loading and unloading times, in addition to being negatively impacted as a result of significant idle truck times during non-driving periods to ensure engines are operable during severe cold weather. Other operating expenses also increased due to snow removal costs associated with the severe weather. Overall, we estimate that the negative impact to our earnings during the first quarter of 2014 was approximately $10 million to $12 million compared to the same period in 2013.

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Expenses and Profitability

        The main expenses that impact our profitability are the variable costs of transporting vehicles for our customers. These costs include fuel expenses, driver-related expenses, such as wages and benefits, rig maintenance costs and insurance costs such as workers' compensation and cargo claims. These expenses generally vary with the miles we travel and number of vehicles hauled, but also have a controllable component based on safety, fleet age, efficiency, and other factors. Our main fixed costs include the acquisition and financing of long-term assets, primarily revenue equipment, terminal non-driver, non-maintenance personnel costs and facilities expenses.

        Our profitability was also negatively impacted during the second half of 2014, as we continued to focus on the integration of the Allied Assets and did not fully optimize certain operating factors such as our rigs' load factor (the number of vehicles our rigs carry per trip) and load efficiency (the distance driven from the point of origin to the desired delivery point if driven by the most direct practical route divided by loaded miles) to minimize all out-of-route miles (the number of additional miles our rigs will drive-either on an outbound head haul or to realize a back haul networking opportunity). In order to address this, over the latter part of 2014 and the beginning of 2015, we began developing a proprietary model to help us better calculate and measure these operating factors that we believe drive profitability at the terminal level. With this model in use, we have been able to reduce out-of-route miles and increase back haul revenue, as we can more accurately predict and quantify how our rigs are deployed.

Cyclicality

        Our business is cyclical and is tied to auto manufacturing output and customer demand for new automobiles. The second fiscal quarter of our year is typically the strongest contributor to revenues and earnings due to strong consumer demand for vehicles during the spring and summer months, workforce efficiencies due to favorable weather and low customer plant down-times. The third fiscal quarter contribution to revenue is typically less than the second quarter due to plant shut-downs necessary for automobile model-year changes by our customers. A significant swing in business volume over a short period as a result of events such as a plant shut-down leads to decreased operating efficiencies and margins during the relevant periods. Fourth quarter revenues are typically strong but, similar to the first quarter, can be negatively impacted by weather conditions, which not only decrease vehicle delivery volumes, but also decrease driver productivity, as well as negatively impacted by fewer working days due to the concentration of holidays during such period.

Foreign Currency Exchange Rates

        Our reported financial condition and results of operations have been converted to U.S. dollars from the Canadian dollar and Mexican peso. Our revenues and certain expenses are affected by fluctuations in the value of the U.S. dollar against these local currencies. When we refer to changes in foreign currency exchange rates, we are referring to the differences between the foreign currency exchange rates we use to translate our international operations' results from local currencies into U.S. dollars for reporting purposes. The impacts of foreign currency exchange rate fluctuations are calculated as the difference between current period activities translated using the current period's currency exchange rates and the comparable prior year period's currency exchange rates. We use this method for all countries where the functional currency is not the U.S. dollar.

Key Performance Metrics

        EBITDA and Adjusted EBITDA.    EBITDA represents income (loss) from continuing operations plus provision (benefit) for income tax expense (benefit), interest expense, net, depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance, as detailed in

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"Selected Historical Consolidated Financial and Other Data." The following table sets out our EBITDA and Adjusted EBITDA for the years ended December 31, 2015, 2014 and 2013:

	2015		2014		2013
	(in thousands)
EBITDA	$	28,966	$	30,290	$	31,643
Adjusted EBITDA	$	58,528	$	54,234	$	57,870

        A reconciliation from net earnings (loss), a GAAP measure, to EBITDA and Adjusted EBITDA, and other information relating to the use of these non-GAAP measures, can be found in "Selected Historical Consolidated Financial Data and Other Information."

Remediation of Material Weakness in Internal Control over Financial Reporting

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

        During the third quarter of 2014, management identified $2.0 million of errors related to revenue recognition occurring in the first two quarters of 2014. All adjustments were made to the consolidated financial statements for the year ended December 31, 2014. As a result of identifying these immaterial errors, management identified a material weakness in our internal control over financial reporting.

        The material weakness related to the integration of the Allied Acquisition, during which time the Company did not have adequate revenue-support personnel. The lack of adequate staffing levels resulted in insufficient time spent on review of rate change issues and the investigation and reconciliation of exception reporting. As a result of the continued integration of the Allied Acquisition, monitoring controls were not operating with sufficient precision to enable the errors to be detected and corrected by management in a timely manner.

        The Company developed and implemented a plan to remediate the material weakness which included (1) the realignment of certain reporting responsibilities; (2) the development and review of certain exception reporting; (3) the timely investigation and monitoring of exception and deviation reporting; and (4) additional resources including the use of third-party advisory firms to assist in the investigation and detection of invoice exceptions. Through the year ended December 31, 2015, the Company realigned reporting responsibilities of revenue-support personnel to the Chief Financial Officer, and added leadership roles within the billing and revenue functions, with the individuals filling those roles having the necessary expertise to oversee such functions. The Company also investigated the root cause of the material weakness and created monitoring reports over revenue and accounts receivables, which are the subject of daily reviews among all revenue support personnel. Management believes the actions described above and the resulting improvements in controls have strengthened the Company's internal control over financial reporting and have addressed the related material weakness identified. Management believes the material weakness was remediated as of the second quarter of 2015 as these improvements have been operating effectively for an adequate period of time.

Results of Operations

For the Years Ended December 31, 2015 and 2014

        Operating revenues.    Total operating revenues decreased by $54.7 million to $728.6 million for the year ended December 31, 2015 from $783.3 million for the same period in 2014, a decrease of 7.0%.

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The decrease in operating revenues resulted from a $34.3 million decrease in fuel surcharges, a $14.9 million decrease in the Transport segment's revenues, and a $5.5 million decrease in the Logistics segment's revenues. Foreign currency exchange fluctuations had no material impact on the Company's operating revenues.

        Fuel surcharges included in revenues for the year ended December 31, 2015 and 2014 were $39.6 million and $74.0 million, or 6.3% and 11.5% of Transport revenues, respectively. Fuel surcharges decreased for the year ended December 31, 2015 as compared to the year ended December 31, 2014 primarily due to the overall decrease in average fuel prices throughout the U.S. as compared to the pre-determined customer index benchmarks. Average fuel prices throughout the U.S. were approximately $2.76 per gallon for the year ended December 31, 2015 and $3.92 per gallon during the same period in 2014. Further contributing to the variance was a decrease in total miles driven, which decreased 6.2% for the year ended December 31, 2015 as compared to the year ended December 31, 2014. Additionally, fuel surcharges decreased as a percentage of revenues due to contractual price increases received from certain customers during the third quarter of 2015, with no corresponding changes in the customer-specific fuel surcharge rates. Fuel surcharges represented approximately 58.4% and 67.6% of fuel expenses for the years ended December 31, 2015 and 2014, respectively.

        The Transport segment revenues, exclusive of fuel surcharge, decreased by $14.9 million, or 2.3%, for the year ended December 31, 2015 as compared to the year ended December 31, 2014. The decrease in revenues was primarily a result of decreased rates per vehicle hauled as a result of the mix of vehicle models hauled, as well as 6.2% fewer miles driven in the year ended December 31, 2015, primarily due to the Company's decision to exit certain unprofitable hauling routes. During the second quarter of 2015, the Company closed one terminal in California as the Company ceased servicing that terminal's hauling routes, and significantly scaled back the operations of a Canadian terminal during the third quarter of 2015 as a result of certain hauling routes relating to that terminal not meeting management's performance expectations.

        The decrease in revenues for 2015 were partially offset by increased rates per vehicle hauled for certain customers resulting from certain contractual changes made during the third quarter of 2015 and by the reduction of costs and delays due to less severe weather conditions experienced during the first quarter of 2015 as compared to the conditions experienced during the first quarter of 2014. We experienced 28 terminal shut-down days associated with the severe weather conditions during the first quarter of 2015, compared to 102 terminal shut-down days during the same period of 2014.

        The Logistics segment revenues decreased by $5.5 million, or 8.1%, for the year ended December 31, 2015 primarily as a result of decreased revenues from our used vehicle brokerage operations and from our international shipment brokering operations, largely due to increased price competition in the market, as well as reduced demand for the export of vehicles to Nigeria and service issues in the first quarter of 2015 caused by the Nigerian port of call preferred by AES's former ocean carrier. In March 2015, AES contracted with a new ocean carrier which services AES's customers' preferred ports of call within Nigeria.

        Operating expenses.    Total operating expenses were $742.7 million and $799.5 million for the year ended December 31, 2015 and 2014, respectively, a decrease of $56.8 million, or 7.1%. Foreign currency exchange fluctuations had no material impact on the change in the Company's operating expenses for the years ended December 31, 2015 and 2014.

        The Transport segment's operating expenses decreased by $65.4 million for the year ended December 31, 2015, as compared to the year ended December 31, 2014, partially offset by an $8.1 million increase in operating expenses from the Logistics segment. The decrease in Transport operating expenses was further offset by an increase of $0.6 million in corporate operating expenses.

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        The following table details the operating expense for the years ended December 31, 2015 and 2014:

(in thousands)	2015		2014
Compensation and benefits	$	373,469	$	383,278
Fuel		67,796		109,333
Depreciation and amortization		50,941		50,441
Repairs and maintenance		54,395		53,802
Other operating		122,985		140,840
Selling, general, and administrative		56,277		60,706
Gain on the sale of equipment		2,426		1,117
Goodwill and intangible asset impairment		15,352		—
Total	$	743,641	$	799,517

        Compensation and Benefits.    Compensation and benefits includes wages and benefits for drivers, maintenance and yard employees who are members of collective bargaining units, the majority of which are Teamsters. Benefit costs include health, welfare and pension contributions made to various multi-employer funds, premiums for workers' compensation insurance, and payroll taxes.

        Compensation and benefits were $373.5 million and $383.3 million for the years ended December 31, 2015 and 2014, respectively, a decrease of $9.8 million, or 2.6%. The decrease in compensation and benefits was attributable to a $10.2 million decrease from the Transport segment, partially offset by a $0.4 million increase from the Logistics segment. The primary factor leading to the decrease from the Transport segment was reduced wages paid to drivers as a result of decreased miles driven during 2015, mainly due to productivity improvements as a result of operational efficiency initiatives undertaken during 2015, as well as the Company's decision to exit certain unprofitable hauling routes, partially offset by an overall increase in driver wages due to year-over-year contractual wage increases.

        Fuel Expenses.    Consolidated fuel expenses (including federal and state fuel taxes) were $67.8 million and $109.3 million for the years ended December 31, 2015 and 2014, respectively, a decrease of $41.5 million, or 38.0%, which was entirely attributable to the Transport segment. The decrease in gross fuel expense was due primarily to the overall decrease in average fuel prices throughout the U.S. for the year ended December 31, 2015 as compared to the year ended December 31, 2014, as well as the decrease in miles driven as noted above. The decrease in fuel expense was partially offset by an estimated $1.6 million negative impact related to increased costs as a result of a mid-Western fuel refinery that supplies retailors from which the Company purchases a significant amount of fuel being off-line in the fourth quarter of 2015. Fuel costs, net of fuel surcharge were 4.5% and 5.5% of Transport revenues before fuel surcharge for the years ended December 31, 2015 and 2014, respectively.

        Depreciation and Amortization.    Depreciation and amortization expense was $50.9 million and $50.4 million for the years ended December 31, 2015 and 2014, respectively, an increase of $0.5 million, or 1.0%. The increase was attributable to a $1.2 million increase from the Transport segment, partially offset by a $0.7 million decrease from the Logistics segment, and related primarily to an increase in the average gross outstanding balance of Company depreciable assets from the same period in the prior year.

        Repairs and Maintenance.    Repairs and maintenance expense, which consists primarily of vehicles tires, parts and outside vendor maintenance, was $54.4 million and $53.8 million for the years ended December 31, 2015 and 2014, respectively, an increase of $0.6 million, or 1.1%. The increase was

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entirely attributable to the Transport segment. The repairs and maintenance expense was comparable due to the average number of rigs in operations being comparable during both periods.

        Other Operating.    Other operating expenses include rent expenses, license fees and taxes, vehicle insurance expenses, cargo claim loss expenses, general supplies, other miscellaneous expenses and brokerage fees paid for services performed on our behalf as part of our non-asset based logistics services, including payments for international shipments on third-party ships. Other operating expenses were $123.0 million and $140.8 million for the years ended December 31, 2015 and 2014, respectively, a decrease of $17.8 million, or 12.6%, and were comprised of decreases in other operating expenses of approximately $11.2 million for our Transport segment and approximately $6.6 million for our Logistics segment. The total decrease in both segments consisted of decreases in (i) brokerage fees of $8.5 million related to our brokering of used vehicles and international shipments, (ii) insurance and cargo claim costs of $3.2 million, (iii) license fees and taxes of $1.4 million, (iv) rent expense of $5.6 million, and (v) general supplies and other miscellaneous expenses of $0.2 million, offset by an increase in bad debt expense of $1.1 million.

        The decrease in the Transport segment's other operating expenses included decreases in insurance and cargo claims costs of $3.2 million and license fees and taxes of $1.3 million as a result of the reduced costs associated with having 78 fewer active rigs as of December 31, 2015 as compared to at December 31, 2014, as well as the Company incurring less first-time licensing fees during 2015 as compared to the licensing and titling fees incurred during 2014 as a result of the rigs acquired in the Allied Acquisition. The $5.5 million decrease in rent expense attributable to our Transport segment was mainly due to decreased revenue equipment rent due to the purchase of 180 rigs during the year ended December 31, 2015 as their operating leases expired as well as a decline in required revenue equipment rentals, primarily due to the Company's decision to exit certain unprofitable hauling routes in 2015. The decrease in the Transport segment's other operating expenses also included decreased brokerage fees of $0.7 million and decreases in general supplies and other miscellaneous expenses of $1.6 million, offset by an increase in bad debt expense of $1.1 million.

        The decrease in the Logistics segment's other operating expenses included a decrease in brokerage fees on used vehicles of $4.4 million and a decrease in brokerage fees of international shipments of $3.4 million, mainly due to decreased shipments at AES and lower used vehicle brokerage volumes during the year ended December 31, 2015, largely due to increased price competition in the market, as described above. The reduction in Logistics segment's brokerage fees was offset by increases in licensing fees and taxes, insurance, and general supplies and other miscellaneous expenses of $1.2 million.

        Selling, General and Administrative.    Expenses reported within selling, general and administrative expenses on the consolidated statements of comprehensive loss consist of administrative salaries, benefits and related payroll taxes, as well as professional services and other miscellaneous administrative expenses. Selling, general and administrative expenses were $56.3 million and $60.7 million for the years ended December 31, 2015 and 2014, respectively, a decrease of $4.4 million, or 7.2%. The decrease was attributable to a $3.9 million decrease in selling, general and administrative expenses from the Transport segment and a $0.5 million decrease from the Logistics segment. The decrease at the Transport segment was primarily due to the payment during the year ended December 31, 2014 of $6.1 million in discretionary incentives resulting from the successful completion of the Allied Acquisition, as well as $3.2 million of expenses incurred that related to separation and non-compete agreements executed in connection with the resignation of two of our officers, including our former Chief Executive Officer, with no comparable expense during the year ended December 31, 2015. These decreases were partially offset by an increase in salary expense associated with increased administrative personnel and an increase in professional service costs associated with consulting agreements related to our operational improvement initiatives, which costs have significantly decreased during the fourth quarter of 2015.

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        Goodwill and Intangible Asset Impairment.    During the second quarter of 2015, the Company completed an interim impairment test of goodwill and intangible assets of AES within the Logistics segment reporting unit, resulting in an impairment charge of $14.1 million of goodwill impairment and $1.2 million intangible asset impairment. The charge was a result of reduced rates of growth of sales, profit, and cash flow and revised expectations for future performance that are below the Company's previous projections, primarily as a result of increased price competition starting in the second quarter of 2015 and weak export demand of vehicles to Nigeria, a major market in which AES operates. These issues have caused one revenue stream of our logistics business for the shipment of vehicles from the U.S. to Nigeria to decline. There were no goodwill or intangible asset impairment charges incurred during the year ended December 31, 2014.

        Operating Loss.    Operating loss was $15.1 million and $16.2 million for the years ended December 31, 2015 and December 31, 2014, respectively. Corporate expenses contributed $1.6 million and $0.9 million of operating loss for the years ended December 31, 2015 and December 31, 2014, respectively. The Logistics and Transport segment contributed $13.2 million and $0.3 million of operating loss for the year ended December 31, 2015, respectively. The decrease in operating loss over the comparable period was primarily attributable to the decrease in operating revenues, as discussed above, as well as $14.1 million of goodwill impairment and $1.2 million intangible asset impairment at our Logistics segment, partially offset by reduced expenses for the Transport segment from fewer miles driven, mainly due to the Company's decision to exit certain unprofitable hauling routes, as well as productivity improvements as a result of operational efficiency initiatives undertaken during 2015. The decrease in operating loss over the comparable period was also driven by the additional costs incurred as a result of the severe weather conditions experienced during the year ended December 31, 2014 and the integration of the Allied Acquisition, and for certain separation and non-compete agreements, for which no comparable costs were incurred during the year ended December 31, 2015.

        Other Expense.    Other expense consists of interest expense, net and other expenses, net, the majority of which is attributable to foreign currency transaction losses. Interest expense, net was $46.9 million for the year ended December 31, 2015 compared to $41.4 million for the same period in 2014, an increase of $5.5 million, or 13.4%. The increase in interest expense, net was a result of the interest rate paid on the outstanding term loan balance during the year ended December 31, 2015, which was not outstanding during the same period in 2014. Other expense was $6.9 million for the year ended December 31, 2015 compared to other expense of $3.9 million for the year ended December 31, 2014, an increase of $3.0 million. The increase was attributable to foreign currency transaction losses primarily associated with intercompany transactions between operations in the U.S., Canada, and Mexico due to the strengthening of the U.S. dollar over the comparable period.

        Provision for Income Taxes.    Our effective tax rate for the years ended December 31, 2015 and 2014 was (1.5)% and (2.0)%, respectively. The accounting for income taxes requires deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2015 and December 31, 2014, we had $85.4 million and $66.7 million recorded for valuation allowance, respectively.

For the Years Ended December 31, 2014 and 2013

        Operating revenues.    Total operating revenues were $783.3 million for 2014 compared to $514.7 million for 2013, an increase of $268.6 million, or 52.2%. The Transport segment experienced an increase in revenues of $256 million, or 53.9%, primarily attributable to an increase in vehicles delivered, partially offset by revenue declines associated with severe weather conditions during the first three months of 2014. The Transport segment delivered 56.8% more vehicles during 2014, with 4.1 million vehicles delivered for such period compared to 2.6 million vehicles delivered during 2013. The increase in vehicle deliveries for the Transport segment was primarily related to contributions from

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the business acquired in the Allied Acquisition. However, due to the network interdependencies resulting from the integration of the acquired terminals into our Transport segment, the impact of the Allied Acquisition on the Transport segment performance cannot be quantified. The Logistics segment experienced a revenue increase during the year ended December 31, 2014 as compared to the year ended December 31, 2013 of $27.1 million, or 67.1%, primarily attributable to the increased business in connection with the Allied Acquisition, partially offset by a revenue decrease of $7.4 million in our international shipment brokering operations. Foreign currency exchange rate fluctuations had no material impact on our operating revenues.

        Fuel surcharges, which are included in operating revenues, were $73.9 million for 2014 compared to $55.3 million for 2013, an increase of $18.6 million, or 33.6%. The increase is attributable to an increase in miles driven due to the increased business acquired in connection with the Allied Acquisition, partially offset by a decrease in the average price of diesel fuel. Average diesel fuel prices throughout the U.S. decreased to approximately $3.83 per gallon in 2014 from $3.92 per gallon during 2013, a decrease of 2.3%.

        Operating expenses.    Total operating expenses were $799.5 million and $507.5 million in 2014 and 2013, respectively, an increase of $292.0 million, or 57.5%. The Transport segment's and Logistics segment's operating expenses increased $268.8 million and $23.2 million for the year ended December 31, 2014, respectively, as compared to the year ended December 31, 2013.

        The following table details the operating expense for the years ended December 31, 2014 and 2013:

(in thousands)	2014		2013
Compensation and benefits	$	383,278	$	240,442
Fuel		109,333		76,014
Depreciation and amortization		50,441		25,314
Repairs and maintenance		53,802		31,759
Other operating		140,840		87,159
Selling, general, and administrative		60,706		42,118
Loss on the sale of equipment		1,117		34
Goodwill impairment		—		4,663
Total	$	799,517	$	507,503

        Compensation and Benefits.    Compensation and benefits were $383.3 million and $240.4 million in 2014 and 2013, respectively, an increase of $142.9 million, or 59.4%. The increase was attributable to a $135.2 million increase from the Transport segment and a $7.7 million increase from the Logistics segment and was comprised of corresponding increases in salaries and benefits expense of $101.3 million, workers' compensation expense of $18.1 million, and health, welfare and pension contributions expense of $29.1 million, offset in part by a $5.6 million decrease in partial pension withdrawal liabilities. The Transport and Logistics segments contributed $93.6 and $7.7 million to the increase in compensation and benefits expense, respectively. The increase in workers' compensation expense and health, welfare and pension contributions and the offset in partial pension withdrawal liabilities were entirely related to the Transport segment.

        The factors leading to the increase in the Transport segment compensation and benefits included an overall increase in driver salaries and benefits we paid due to year-over-year contractual wage increases under collective bargaining agreements as well as more vehicle deliveries and miles driven as a result of the additional personnel and business acquired in the Allied Acquisition. The Transport segment delivered 56.8% more vehicles during 2014 as compared to 2013. The increase in the Logistics segment compensation and benefits was entirely related to the additional personnel and business acquired in the Allied Acquisition. Total operational level headcount for the year ended December 31,

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2014 increased by 1,069 employees, or approximately 40%, as a result of the Allied Acquisition, of which 326 were Logistics segment employees.

        Fuel Expenses.    Fuel expenses (including federal and state fuel taxes) were $109.3 million and $76.0 million in 2014 and 2013, respectively, an increase of $33.3 million, or 43.8%. The increase was attributable to a $33.1 million increase from the Transport segment and a $0.2 million increase from the Logistics segment. Fuel as a percentage of revenue for the years ended December 31, 2014 and 2013 was 14.0% and 14.8%, respectively. The increase in gross fuel expense was due primarily to the increase in fleet miles driven due to increased vehicle deliveries primarily resulting from additional business acquired in the Allied Acquisition. Partially offsetting the increase in fleet miles was a decrease in average fuel prices throughout the U.S. as noted above within operating revenues.

        Depreciation and Amortization.    Depreciation and amortization expense was $50.4 million and $25.3 million in 2014 and 2013, respectively, an increase of $25.1 million, or 99.2%. The increase was attributable to a $24.2 million increase from the Transport segment and a $0.9 million increase from the Logistics segment. The increase was primarily attributable to an increase in the average outstanding balance of depreciable assets during 2014 as compared to 2013 as a result of the Allied Acquisition.

        Repairs and Maintenance.    Repairs and maintenance increased $22.0 million, or 69.2% in 2014, from $31.8 million in 2013. The increase was attributable to a $21.9 million increase from the Transport segment and a $0.1 million increase from the Logistics segment. The increase in repairs and maintenance in the Transport segment was partially related to the additional carrier equipment base acquired in the Allied Acquisition, additional costs of approximately $2.3 million related to preparation of previously idled equipment to accommodate rail carrier capacity shortfalls, as well as increased maintenance cost per unit of the equipment acquired from the Allied Sellers which had been run with limited maintenance investments prior to the Allied Acquisition.

        Other Operating.    Other operating expenses were $140.8 million and $87.2 million for the years ended December 31, 2014 and 2013, respectively, an increase of $53.6 million, or 61.5%, and were comprised of increases in other operating expenses of approximately $39.5 million for our Transport segment and approximately $14.1 million for our Logistics segment. The increase consisted of increases in brokerage fees of $12.5 million related to our brokering of used vehicles and international shipments, insurance costs of $11.5 million, license fees and taxes of $3.7 million, general supplies and other miscellaneous expenses of $8.9 million, lodging costs of $3.2 million, rent expense of $11.4 million, and bad debt expense of $1.9 million.

        The increase in the Transport segment's other operating expenses included increases in insurance costs and license fees and taxes of $11.5 million and $3.7 million, respectively, as a result of the costs associated with the 2,191 additional rigs acquired in the Allied Acquisition. The Transport segment's general supplies and other miscellaneous expenses increased by $7.3 million, partially due to the extreme weather conditions experienced during the first quarter of 2014, and lodging costs increased by $3.2 million during the year ended December 31, 2014 due to the increased operational level headcount, which rose by 1,069 employees, or approximately 40%, as a result of the Allied Acquisition. The $11.4 million increase in rent expense attributable to our Transport segment was due to increases in property rent and revenue equipment rent of $3.4 million and $8.0 million, respectively. The increase in property rent was a result of the 24 additional leased terminal locations acquired in the Allied Acquisition. The increase in revenue equipment rent was due to revenue equipment rentals associated with the Allied Acquisition and new operating lease agreements executed during the year ended December 31, 2014.

        The $14.1 million increase in the Logistics segment's other operating expenses was related to an increase in brokerage fees on used vehicles of $18.2 million, with the business acquired in the Allied Acquisition contributing $17.4 million of such fees for the year ended December 31, 2014, offset by a

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decrease in brokerage fees of international shipments of $5.7 million, mainly due to decreased shipments at AES during the year ended December 31, 2014. The increase in the Logistics segment's other operating expenses also included an increase in other general supplies and miscellaneous expenses of $1.6 million.

        Selling, General and Administrative Expenses.    Selling, general and administrative expenses were $60.7 million and $42.1 million for the years ended December 31, 2014 and 2013, respectively, an increase of $18.6 million, or 44.2%. The increase was attributable to a $13.9 million increase from the Transport segment and a $4.7 million increase from the Logistics segment. The increase in both segments was primarily due to increased salaries, professional fees and integration costs incurred as a result of the Allied Acquisition. The increase in selling, general and administrative expenses at the Transport segment was also related to an increase in salaries expenses in connection with $6.1 million in discretionary incentives resulting from the integration of the Allied Acquisition. In addition, the Transport segment increase also included $3.1 million of expenses incurred during 2014 that related to separation, non-compete, and consulting agreements executed in connection with the resignation of two of our officers, including our former Chief Executive Officer, with no comparable expense during the year ended December 31, 2013.

        Goodwill Impairment.    During the fourth quarter of 2013, we completed our annual impairment test of our reporting units resulting in an impairment charge of $4.7 million related to the goodwill of AES in the Logistics segment. The decrease in fair value of the AES reporting unit was due to revised rates of growth of sales, profit, and cash flows, revised expectations for future performance that were below our previous projections, partially as a result of governmental budgetary issues which have curtailed capital investment for infrastructure projects in Nigeria, a major market for AES. These issues have caused one revenue stream of our logistics business, shipments of large machinery from the U.S., to decline. No impairment was recorded for the year ended December 31, 2014.

        Operating Income (Loss).    Not only did the weather conditions early in 2014 negatively impact our operating revenues during the year ended December 31, 2014, but they also negatively impacted our earnings for the same period. The negative impact to earnings resulted from a combination of the decreased revenues and inefficiencies in our loading, unloading, and transit times associated with cleaning snow off of trucks before use and cleaning snow off of vehicles before and after transporting them, increased lodging costs due to hours of service restrictions for our drivers and premium (overtime) pay required in order to complete the unit movements over weekends to make up for the inefficiencies caused by delayed delivery of on-ground customer inventories. Fuel costs were also negatively impacted as a result of increased hydraulic power take-off run-times due to increased loading and unloading and significant idle truck time during non-driving periods to ensure engines are operable during severe cold weather. Other operating expenses also increased due to auto lot snow removal costs.

        Operating loss was $16.2 million in 2014 compared to operating income of $7.2 million in 2013, a decrease of $23.4 million. The decrease was attributable to a $16.4 million decrease from the Transport segment and a $7.0 million decrease from the Logistics segment. The decrease in operating income was primarily due to the decreased revenues and additional costs incurred as a result of the severe weather conditions experienced during the first quarter of 2014, the operational inefficiencies discussed above, as well as additional costs incurred related to the integration of the Allied Acquisition.

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        Other Expense.    Other expense was $45.3 million and $60.5 million during the years ended December 31, 2014 and 2013, respectively. The $15.2 million decrease in other expense was primarily attributable to a decrease in net interest expense due to loss on extinguishment of debt of $22.4 million recognized 2013, partially offset by an increased average outstanding long-term debt balance for the year ended December 31, 2014 as a result of the issuance of the Original Notes. Partially offsetting the decrease in net interest expense was $4.0 million in foreign currency translation losses primarily associated with intercompany loans between our domestic entities and certain Canadian entities acquired in connection with the Allied Acquisition.

        (Benefit) Provision for Income Taxes.    The provision for income tax was $1.2 million during the year ended December 31, 2014 as compared to a benefit of $1.0 million during the year ended December 31, 2013. Significant items impacting the effective tax rate during 2014 included the establishment and change of valuation allowance for the net deferred tax asset balance for December 31, 2014 and certain discrete items. The accounting for income taxes requires deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. There have not been any material changes in unrecognized income tax benefits since December 31, 2013. As of December 31, 2014 and December 31, 2013, we had $66.7 million and $43.4 million recorded for valuation allowances, respectively.

Liquidity and Capital Resources

        Our cash is primarily generated from operations and specific financing arrangements with lenders, customers and vendors. Our core cash requirements include operating expenses, capital expenditures for equipment (including buyout payments under certain equipment leases), payments under borrowing arrangements and operating leases for equipment, deposits of cash collateral and payments to workers' compensation, auto and general liability insurers, and withdrawal payments to multi-employer pension funds in which we participate. We project that cash generated by our operating activities and borrowings under our revolving credit facility will be sufficient to satisfy our core cash needs over the next twelve months. Over the long-term, we will continue to have significant capital requirements, which may require us to seek additional borrowings, lease financing, or equity capital, or engage in asset sales. The availability of financing or equity capital will depend on our financial condition and results of operations as well as prevailing market conditions. There can be no assurance that we will be able to incur additional debt or equity capital or otherwise refinance our existing debt.

        On March 31, 2015, we entered into a senior secured term loan with an aggregate principal amount of $62.5 million, issued at a 4.0% discount. We used proceeds from the term loan to pay down our revolving credit facility and for general business purposes. On December 23, 2015, the Company entered into an amendment to the term loan, which extended the maturity date of the term loan to October 18, 2018 and, effective January 2, 2016, increased the applicable interest rate on the term loan by 1.0% per annum. In consideration for the amendment, the Company paid MSDC a fee of $0.6 million.

        Because the revolving credit facility provides short term working capital needs as necessary, we have classified borrowings thereunder within short term liabilities on our consolidated balance sheets. As we repay the $50.6 million outstanding under the revolving credit facility at December 31, 2015, we will incur new borrowings for working capital needs and expect to have an outstanding balance under the revolving credit facility as of December 31, 2016.

        Changes to payment terms with customers and vendors impact our working capital needs. During the third quarter of 2015, we entered into contractual changes with certain customers, which included favorable changes in pricing and payment terms and certain operational improvements. The payment term changes included a decrease of payment terms by approximately 23 days for one customer for no less than one year, and delayed the increase in payment terms with another customer. We anticipate that these improved payment terms will continue to improve our liquidity over the periods of the revised contractual terms.

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        During the third quarter of 2015 and upon the expiration of our workers compensation insurance agreement with our previous carrier, we entered into a one year agreement with a new workers compensation insurance carrier. The agreement required the Company to make collateral payments totaling $6.4 million as well as $38.1 million of premium payments, the installments for which are to be paid over nine months. As of December 31, 2015, $14.8 million remains to be paid through the second quarter of 2016. We anticipate the new arrangement will result in improved claims management as well as additional improved coverage, which the agreement provides through a $0.7 million stop-loss limit per claim (exclusive of certain expenses).

        Capital Expenditures.    When justified by customer demand, as well as our liquidity and our ability to generate acceptable returns, we make substantial capital expenditures to maintain a modern fleet of rigs, refresh our fleet and fund growth of our fleet. During the year ended December 31, 2015, we purchased 180 rigs for an aggregate of $5.8 million as their operating leases expired, which did not affect our fleet capacity as the Company was previously operating these rigs under the operating leases and will continue to operate them as part of its owned fleet. During the year ended December 31, 2015, we also purchased $5.1 million of new trailers and spent $13.8 million on revenue equipment, including tractor engine and drive train replacements, refurbishments and modifications, and $6.5 million for IT equipment and leasehold improvements. We expect net cash capital expenditures of approximately $20 million to $28 million during the year ending December 31, 2016.

        Cash Flows.    The following tables present selected measures of our liquidity and financial condition as of December 31, 2015, 2014 and 2013 and for the years then ended:

	As of December 31,
(in thousands)	2015			2014			2013
Cash and cash equivalents	$	2,571		$	7,100		$	3,507
Working capital deficit		(60,344	)		(69,306	)		(56,680	)
Amounts available under revolving credit facility		39,289			21,832			23,564
Long-term debt, including current maturities and revolving credit facility		503,350			464,698			442,769
Stockholders' deficit		(293,431	)		(226,961	)		(180,031	)

	Year ended December 31,
(in thousands)	2015			2014			2013
Depreciation and amortization	$	50,941		$	50,441		$	25,314
Capital expenditures		31,187			20,819			21,286
Cash flows provided by (used in) operations		131			(6,553	)		(5,491	)
Cash flows used in investing activities		(30,264	)		(17,928	)		(157,617	)
Cash flows provided by financing activities		27,382			29,026			160,773

        Summary of Sources and Uses of Cash.    Cash and cash equivalents decreased $4.5 million to $2.6 million at December 31, 2015 from $7.1 million at December 31, 2014. Significant sources of cash during the year ended December 31, 2015 included $59.4 million in net proceeds from the issuance of the term loan, net loss exclusive of non-cash items of $9.0 million, $1.5 million in proceeds from the issuance of an intercompany note, $0.8 million in proceeds from the sale of property and equipment, $0.2 million in proceeds from the sale of marketable securities held-for-sale, and $6.5 million of changes in working capital. Significant uses of cash during the year ended December 31, 2015 included net payments of $22.0 million on our revolving credit facility, cash interest payments of $44.1 million, capital expenditures of $31.2 million, $2.6 million in deferred financing costs, $8.8 million in principal payments on long-term debt, and $15.4 million of changes in non-current assets and liabilities.

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        Cash and cash equivalents increased $3.6 million to $7.1 million at December 31, 2014 from $3.5 million at December 31, 2013. Significant sources of cash during the year ended December 31, 2014 included net borrowings of $21.2 million from our revolving credit facility, proceeds of $2.9 million from the sale of assets and net proceeds from a capital contribution by JCEI, the parent company of JCHC, of $13.1 million. Significant uses of cash included capital expenditures of $20.8 million mostly for carrier revenue equipment, cash interest payments of $38.3 million principal payments on long-term debt and other liabilities of $4.3 million, dividends paid of $0.4 million, treasury stock repurchases of $0.5 million, net loss, exclusive of non-cash items of $3.2 million and working capital changes and other long-term items of $3.4 million.

        Cash flows provided by (used in) operating activities.    Cash flows provided by operations were $0.1 million for the year ended December 31, 2015, compared to cash flows used in operations of $6.6 million for the year ended December 31, 2014. This $6.7 million decrease in operating cash flows outflows was primarily a result of a reduction of net loss exclusive of non-cash items due to operational efficiencies realized during 2015, partially offset by increased cash interest payments on long-term debt as a result of the issuance of the term loan, and favorable changes in working capital primarily due to a decrease of payment terms by approximately 23 days for one customer, partially offset by the timing of accrued expenses and accounts payable disbursements. Further offsetting the decrease in operating cash outflows was a use of cash related to an increase in workers compensation deposits of $11.7 million.

        Cash flows used by operations were $6.6 million and $5.5 million for the years ended December 31, 2014 and 2013, respectively. This $1.1 million increase in operating cash outflows was primarily a result of increased cash interest payments on long-term debt as a result of the Original Notes remaining outstanding for the full year of 2014, offset by favorable changes in working capital primarily due to the timing of disbursements and improved payment terms with one customer whose terms, according to the contract with the customer, went from 30 to 15 days starting January 1, 2014 and reverted back to 30 days effective on January 1, 2015, coupled with increased payment terms from another customer during 2013 whose payment terms went from 15 to 30 days on August 1, 2013.

        Cash flows used in investing activities.    Cash flows used in investing activities were $30.3 million and $17.9 million for the years ended December 31, 2015 and 2014, respectively. For the year ended December 31, 2015, net cash used in investing activities consisted of $31.2 million of capital expenditures, partially offset by $0.8 million in proceeds from the sale of property and equipment and $0.2 million in proceeds from the sale of marketable securities held-for-sale. For the year ended December 31, 2014, net cash used in investing activities consisted of $20.8 million of capital expenditures, partially offset by $2.9 million in proceeds from the sale of property and equipment.

        Cash flows used in investing activities for the year ended December 31, 2014 decreased by $139.7 million, from a use of $157.6 million during the year ended December 31, 2013 to a use of $17.9 million during the year ended December 31, 2014. The decrease was primarily attributable to $140.6 million paid for the Allied Acquisition, net of cash acquired during 2013 and decreased capital expenditures of $0.5 million, partially offset by decreased proceeds from the sale of property and equipment of $1.4 million due in part to $3.9 million in increased proceeds during 2013 from a sale leaseback.

        Net cash provided by financing activities.    Cash flows provided by financing activities were $27.4 million and $29.0 million for the years ended December 31, 2015 and 2014, respectively. For the year ended December 31, 2015, net cash provided by financing activities was primarily attributable to $59.4 million in net proceeds from the term loan, $1.5 million in proceeds from the issuance of an intercompany note, partially offset by net payments on the revolving credit facility of $22.0 million, principal payments on long-term debt of $8.8 million, and payments of deferred financing costs of $2.6 million. For the year ended December 31, 2014, net cash provided by financing activities was primarily attributable to $21.2 million in net borrowings on the revolving credit facility and a net capital

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contribution from JCEI of $13.1 million, partially offset by principal payments of long-term debt of $4.3 million, purchase of treasury stock of $0.5 million and payment of dividends declared during 2013 of $0.4 million.

        The change in the amount outstanding under the revolving credit facility as of December 31, 2015, as compared to December 31, 2014, was the result of net payments of $22.0 million. The average outstanding balance on the revolving credit facility during the year ended December 31, 2015 was $46.5 million, which had a weighted average interest rate of approximately 3.0%.

        Cash flows provided by financing activities were $29.0 million and $160.8 million for the years ended December 31, 2014 and 2013, respectively. For the year ended December 31, 2014, net cash provided by financing activities was primarily attributable to $21.2 million in net borrowings on the revolving credit facility and a net capital contribution from JCEI of $13.1 million, partially offset by principal payments of long-term debt of $4.3 million, purchase of treasury stock of $0.5 million and payment of dividends declared during 2013 of $0.4 million. For the year ended December 31, 2013, net cash provided by financing activities was primarily attributable to the proceeds of the Original Notes of $382.9 million, net borrowings of $37.5 million on the revolving credit facility and proceeds from the issuance of Series C Preferred Stock of $2.6 million, partially offset by the Company's repurchase of the previously issued senior secured notes and the redemption of preferred stock of $220.6 million as well as tender offer and consent solicitation fees of $9.7 million related thereto, deferred financing cost outflows of $18.9 million, dividend payments to common and preferred shareholders of $10.3 million and dividend payments to escrow for the benefit of holders of unexercised warrants of $0.6 million and principal payments on long term-debt and other liabilities of $2.0 million.

        The change in borrowings outstanding under the revolving credit facility as of December 31, 2014, as compared to December 31, 2013, was the result of additional net borrowings in the amount of $21.2 million. The average outstanding revolving credit facility balance during the year ended December 31, 2014 was $65.5 million, with a weighted average interest rate of approximately 3.2%.

Debt and Financing Arrangements

        Revolving credit facility.    On June 18, 2013, we entered into the revolving credit facility which, as amended on August 6, 2013, provides $100 million in aggregate borrowing capacity, subject to a borrowing base. Loans under the revolving credit facility bear interest at a floating rate and may be maintained as base rate loans (tied to the greatest of the prime rate, the federal funds rate plus 0.5% and the one month LIBOR rate plus 1.0%) or as LIBOR rate loans (determined by reference to the applicable rate for LIBOR loans for the selected interest period) plus an applicable margin, which is determined based upon the amount outstanding. The revolving credit facility is guaranteed by all of our domestic subsidiaries and is secured by a first-priority security interest in most of our assets, including rigs and other vehicles, accounts receivable, inventory, deposit and security accounts and tax refunds, and a second lien on certain of our other assets. The revolving credit facility matures at the earlier of (i) June 18, 2018 or (ii) the date that is 90 days prior to the then extant maturity date of the term loan.

        The revolving credit facility contains customary representations, warranties and covenants including, but not limited to, certain limitations on our ability to incur additional debt, guarantee other obligations, create or incur liens on assets, make investments or acquisitions, make certain dispositions of assets, make optional payments or modifications of certain debt instruments, pay dividends or other payments to our equity holders, engage in mergers or consolidations, sell assets, change our line of business and engage in transactions with affiliates. If availability under the revolving credit facility falls below 12.50% of the maximum revolver amount, the Company will be required to maintain a fixed charge coverage maintenance ratio of at least 1.10:1.00 for a specified time. If excess availability under the revolving credit facility falls below 12.50% of the maximum revolver amount, the lender may automatically sweep funds from our cash accounts to pay down the revolver. At December 31, 2015 and

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December 31, 2014, our availability under the revolving credit facility exceeded the specified threshold amounts and accordingly, we were not in a financial covenant period. During the year ended December 31, 2015, borrowings under the revolving credit facility ranged from $14.9 million to $80.2 million. As of December 31, 2015 and 2014, the Company had $39.3 million and $21.8 million available for borrowings under the revolving credit facility, respectively, without consideration of the maximum revolver threshold discussed above.

        Original Notes.    On June 18, 2013, we issued and sold $225 million aggregate principal amount of our Original Notes through a private placement to qualified institutional buyers pursuant to Rule 144A, promulgated under the Securities Act. We issued an additional $150 million principal amount of Original Notes in connection with the financing of the Allied Acquisition. Proceeds from the Original Notes were used to repurchase the previously issued senior secured notes, all outstanding preferred stock, and to pay fees associated therewith. Interest on the Original Notes issued in June 2013 is payable semi-annually in cash in arrears on June 1 and December 1 of each year commencing December 1, 2013. As of December 31, 2015, the Original Notes' credit rating from Moody's was rated "B3" with a stable outlook following a downgrade from "B2". The recent downgrade, or any further downgrade by Moody's, could adversely affect our cost of capital and our ability to raise debt in future periods.

        The Original Notes are guaranteed by all of our domestic subsidiaries and, pursuant to a security agreement, are secured by a second-priority security interest in the assets securing the revolving credit facility on a first-priority basis, and a first-priority security interest in certain other of our assets, including the stock of our domestic subsidiaries and 65% of the stock of certain of our foreign subsidiaries. Further, the security agreement provides that in the event Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the SEC of separate financial statements of any guarantor of the Company due to the fact that such guarantor's securities secure the Original Notes, then such securities shall to the extent necessary to eliminate the need for such filing, automatically be deemed not to constitute security for the Original Notes. Rule 3-16 of Regulation S-X requires separate financial statements for any subsidiary whose securities are collateral, if the par value, book value or market value, whichever is greater, of its capital stock pledged as collateral equals 20% or more of the aggregate principal amount of the notes secured thereby.

        The collateral under the security agreement includes capital stock of the following companies:

(i)

Areta, S. de R.L. de C.V.,



(ii)

Auto Export Shipping, Inc.,



(iii)

Axis Logistica, S. de R.L. de C.V.,



(iv)

Axis Operadora Guadalajara, S.A. de C.V.,



(v)

Axis Operadora Hermosillo, S.A. de C.V.,



(vi)

Axis Operadora Monterrey, S.A. de C.V.,



(vii)

Axis Operadora Mexico, S.A. de C.V.,



(viii)

Axis Logistics Services, Inc.,



(ix)

Auto Handling Corporation,



(x)

Jack Cooper CT Services, Inc.,



(xi)

Jack Cooper Logistics, LLC,



(xii)

Jack Cooper Rail and Shuttle, Inc.,



(xiii)

Jack Cooper Specialized Transport, Inc.,

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(xiv)

Jack Cooper Transport Company Inc.,



(xv)

JCH Mexico, S. de R.L. de C.V.,



(xvi)

JCSV Dutch 1 C.V.,



(xvii)

JCSV Dutch B.V.,



(xviii)

Pacific Motor Trucking Company

        In accordance with the Collateral Cutback Provision, the collateral securing the Original Notes and the related guarantees includes shares of capital stock only to the extent that the applicable value of such capital stock, determined on an entity-by-entity basis, is less than 20% of the principal amount of the Original Notes outstanding.

        We have determined that the book and market value of the capital stock of Jack Cooper Transport exceeded 20% of the principal amount of the Original Notes (i.e., $75 million) as of December 31, 2015. As a result of the Collateral Cutback Provision, the pledge of the capital stock of Jack Cooper Transport with respect to the Original Notes is limited to its capital stock with an applicable value of less than $75 million. The aggregate percentage of the Company's consolidated assets and revenues represented by Jack Cooper Transport as of December 31, 2015 is estimated to be 89% and 94%, respectively.

        No other subsidiary whose capital stock has been pledged is currently subject to the Collateral Cutback Provision. The Company determined the book value of each subsidiary whose capital stock constitutes collateral under the Security Agreement based on the book value of the equity securities of each such subsidiary as carried on the Company's balance sheet as of December 31, 2015, prepared in accordance with GAAP. Jack Cooper Transport's and the Company's other subsidiaries' market value was based on internal estimates of fair market value and did not include a third party valuation. Therefore, it should not be considered an indication as to what any such subsidiary might be able to be sold for in the market.

        The portion of the capital stock of the Company and the subsidiaries constituting collateral securing the Original Notes and the related guarantees may decrease or increase as the applicable value of such capital stock changes. As long as the applicable value of the capital stock of Jack Cooper Transport exceeds 20% of the principal amount of the Original Notes, the value of its capital stock securing the Original Notes and related guarantees will not change. If the applicable value of the capital stock of Jack Cooper Transport falls below 20% of the principal amount of the Original Notes, 100% of the capital stock of that entity will secure the obligations under the Original Notes and related guarantees.

        In connection with the issuance of the Original Notes, we entered into registration rights agreements that require us to register the Original Notes under the Securities Act and to complete an exchange of the privately placed Original Notes for publically registered notes, or under certain circumstances, to file and keep effective a shelf registration statement for resale of the Original Notes. Failure to meet the requirements of the registration rights agreements within one year of June 18, 2013 has triggered a requirement that we pay additional interest of up to 1.0% of the face value of the Original Notes until we have achieved compliance with the registration rights agreements. As of December 31, 2015, we considered the relevant facts and circumstances and determined that an accrual of $2.3 million, in addition to the $1.9 million and $2.5 million accrued during 2014 and 2013, respectively, was necessary to allow for registration and exchange of the Original Notes by August 2016.

        During the year ended December 31, 2015, we were in compliance with the covenants under the Indenture and the revolving credit facility. See Notes 4 and 5 to our consolidated financial statements for additional information regarding the Original Notes and the revolving credit facility.

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        Term loan.    As discussed previously, on March 31, 2015, we entered into a senior secured term loan facility in the principal amount of $62.5 million, issued at a 4.0% discount, with MSDC. We used the proceeds from the term loan to pay down outstanding borrowings on our revolving credit facility and for other corporate purposes. On December 23, 2015, we amended the term loan to, among other things, extend the maturity date of the term loan to October 18, 2018, and effective January 2, 2016, increase the applicable interest rate on the term loan by 1.0% per annum. As a result, effective January 2, 2016, the term loan bears interest at a rate of LIBOR plus 7.0% per annum, subject to a LIBOR floor of 3.0% per annum. If the term loan is prepaid with the proceeds of a qualified equity raise, the Company will pay an additional premium equal to the present value of the additional 1.0% interest applicable since January 2, 2016 if paid through the maturity date, as a make whole premium.

        The term loan is guaranteed by the domestic subsidiaries of the Company and is secured by substantially all of the assets of the Company and its domestic subsidiaries and a pledge of the outstanding equity of the Company's domestic subsidiaries and 65% of the outstanding equity of the Company's first-tier foreign subsidiaries. MSDC's liens have first priority status on the ABL Collateral (as defined in the Indenture) and second priority status on the Notes Collateral (as defined in the Indenture) to the same extent as the liens of the lenders under the revolving credit facility in such assets, but are junior to the liens of the lenders under the revolving credit facility. The term loan provides for voluntary prepayments as well as mandatory prepayments in certain circumstances and is subject to certain prepayment premiums. The term loan also contains certain customary affirmative and negative covenants and events of default for financings of its type.

Contractual Obligations

        Our consolidated total long-term debt (including current maturities and borrowings under the revolving credit facility) increased to $503.4 million at December 31, 2015 from $464.7 million at December 31, 2014. A summary of the maturities of our consolidated indebtedness and commitments as of December 31, 2015 is set forth below.

(in thousands)	Total		<1 year		1 - 3 years		3 - 5 years		>5 years
Outstanding debt including interest(1)	$	611,554	$	40,450	$	144,073	$	427,031	$	—
Operating lease obligations(2)		26,318		9,996		12,035		3,612		675
Defined benefit pension plans(3)		15,931		4,239		4,135		2,181		5,376
Revolving credit facility(4)		50,636		50,636		—		—		—
Separation and non-compete agreement obligations(5)		1,449		589		624		236		—
Workers compensation agreement obligations(6)		14,827		14,827		—		—		—
Total(7)	$	720,715	$	120,737	$	160,867	$	433,060	$	6,051

(1)

Outstanding debt excludes self-insurance obligations, which are not included in our indebtedness, and withdrawal liabilities under multi-employer pension plans, which are included with defined benefit pension plan obligations below. For further discussion on our commitments, reference is made to Note 5 and Note 10 of our consolidated financial statements.

(2)

Operating lease obligations primarily represent minimum lease payments for various operating leases for rigs, but also include properties under operating leases, which are typically for three years or less and have minimum lease payment obligations.

(3)

Defined benefit pension plans include payments to be made for participation in one defined benefit pension plan and payments for partial withdrawal assessments from four multiemployer pension plans, as noted below.

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(4)

Outstanding obligations under the revolving credit facility are reflected herein as less than one year consistent with its balance sheet classification of the revolving credit facility within current liabilities. We primarily use the revolving credit facility to fund working capital needs on a short term basis.

(5)

Payments for separation and non-compete agreements with two former executive officers maturing between January 2016 and September 2019.

(6)

During the third quarter of 2015, we entered into a one year agreement with a new workers compensation insurance carrier. The agreement requires the Company to make payments totaling $44.5 million of premium and collateral payments over nine months. As of December 31, 2015, $14.8 million remains to be paid through the second quarter of 2016.

(7)

We had no material open purchase commitments as of December 31, 2015.

        The table above does not include any anticipated obligations related to multi-employer pension plans to which we are contributing for active employees, which as of December 31, 2015, could result in an aggregate potential liability exceeding $796.6 million if we were to fully withdraw from all associated funds. If we were to withdraw from any multi-employer pension fund, either completely or partially, or voluntarily or otherwise, we could be assessed with a multi-million dollar withdrawal liability. In certain circumstances we could become subject to a withdrawal liability due to events beyond our control. In such circumstances, the withdrawing employer can pay the obligation in a lump sum or over time determined by the employer's annual contribution rate prior to withdrawal, which, in some cases, could be up to 20 years.

        On June 16, 2009, we received a notice of assessment of partial withdrawal from the Freight Drivers and Helpers Local Union No. 557 Pension Fund due to a decline in our contributions to the fund during a three year period from 2005 to 2007. The withdrawal liability associated with this partial withdrawal totaled $2.6 million. The liability is payable in monthly installments of principal and interest totaling less than $0.1 million with interest computed at 6.4%. Payments commenced in August 2009 and will continue through January 1, 2020. At December 31, 2015 and December 31, 2014, the liability totaled $1.2 million and $1.4 million, respectively.

        In December 2011, we withdrew from the Automotive Industries Pension Plan, a multi-employer defined benefit pension plan. The withdrawal liability associated with this full withdrawal totaled $3.6 million and is payable in quarterly installments of principal and interest totaling less than $0.1 million with interest computed at 7.25%. Payments commenced in March 2012 and will continue through December 2031. At December 31, 2015 and December 31, 2014, the liability totaled $3.2 million and $3.3 million, respectively.

        During 2014 and 2013, we estimated that we had triggered a partial withdrawal liability to the Western Conference Pension Trust, a multi-employer pension plan. During 2014, we recorded $2.2 million for the estimated 2014 withdrawal liability (for the three year period ended December 31, 2014) and an additional $0.5 million for the 2013 withdrawal liability (for the three year period ended December 31, 2013). During 2013, we recorded $2.6 million for the 2013 potential withdrawal liability. On August 10, 2015, we received an assessment from the Western Conference Pension Trust indicating we had a partial withdrawal liability of $3.4 million related to the portion of the declines in contributions to the 2013 withdrawal liability, and as a result we recorded $0.3 million of additional liability during the year ended December 31, 2015. As of December 31, 2015, the remaining liability of $2.2 million related to the 2013 Withdrawal for which notification was received from the Western Conference Pension Trust is included within current maturities of long-term debt on the consolidated balance sheet, bears interest at a rate of 7.0% per annum and is payable in eight equal monthly installments of $0.4 million beginning on October 10, 2015, with final payment in the amount of $0.1 million due on June 10, 2016.

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        As of December 31, 2014, we had estimated that we triggered additional liabilities of $3.5 million related to the Philadelphia Plan related to the three year period ended December 31, 2011. On July 9, 2015, we received an assessment from the Philadelphia Plan indicating we have a partial withdrawal liability of $3.7 million related to the portion of the declines in contributions to the fund during the periods between 2009 and 2011, and as a result we recorded $0.2 million of additional liability during the year ended December 31, 2015.

        In addition to potential withdrawal liability, the multi-employer pension plans in which we participate could be forced to seek additional contributions from us in certain circumstances. Among other events, if any of the multi-employer pension plans we participate in fail to meet minimum funding requirements imposed by the Internal Revenue Code and related regulations, fail to adopt or make scheduled progress under a funding improvement plan or rehabilitation plan as required by the Pension Protection Act, or fail to obtain from the IRS waivers of minimum funding deficiencies or abide by the conditions of minimum funding waivers previously granted by the IRS, those plans could be forced to seek additional contributions from their participating employers. In addition, upon the occurrence of certain of the aforementioned events, the IRS could impose excise taxes, though instances of such impositions to date have been rare. In addition, our contribution obligations related to multi-employer pension plans could increase if the multi-employer pension plan becomes insolvent. Because our contribution obligations are defined in collective bargaining agreements between us and the unions representing our employees, they generally cannot be increased unless we agree with the unions to new or amended contribution obligations.

        We generally expect our cash provided by operating activities and availability under the revolving credit facility will meet our normal operating expenses, and recurring debt service requirements. We have minimal debt maturities in 2016 and believe that we will be able to obtain financing in order to repay our long-term debt obligations as the debt comes due. However, we may not be able to obtain such financing on a timely basis or on terms favorable to the Company, or at all.

Off-Balance Sheet Arrangements

        Other than the operating leases detailed above in this prospectus under the heading "Contractual Obligations," we have no other off-balance sheet arrangements.

Other Financial Information

        We are subject to various regulations regarding environmental protection that relate to air emissions, wastewater discharges, hazardous materials management, the generation, handling, storage, transportation, treatment and disposal of hazardous wastes or regulated substances, and those that impose liability for and require investigation and remediation of releases of hazardous or other regulated substances, including at third-party owned off-site disposal sites. Management believes it is in compliance, in all material respects, with all such regulations.

        Management does not believe its businesses have been materially impacted by inflation. Refer to "Business—Legal Proceedings" for a discussion of pending legal proceedings and Note 8 of our consolidated financial statements included elsewhere in this prospectus regarding our participation in single-employer and multi-employer benefit plans.

Critical Accounting Policies

        In preparing consolidated financial statements, management must make estimates and assumptions that affect the reported amounts of our assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the recognition of revenue and expenses during the reporting period. Actual results could differ from those estimates and assumptions. Management has identified the accounting estimates believed to be the most important to the portrayal

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of the Company's financial condition and results of operations, and which require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. These critical accounting estimates include:

        Allowance for Doubtful Accounts.    We record an allowance for doubtful accounts primarily based on an evaluation of the credit standing of our customers as well as historical uncollectible amounts, taking into account known factors surrounding specific customers and overall collection trends. Changes in estimates, developing trends and other new information could have a material effect on future valuation. Future uncollectible receivables could have a material adverse impact on our financial position, as well as our results of operations. Our allowance for doubtful accounts totaled $1.8 million and $2.8 million as of December 31, 2015 and 2014, respectively.

        Property and Equipment and Definite-Life Intangibles.    At each balance sheet date long-lived assets, primarily property and equipment and amortizable intangible assets, are reviewed for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. Some of the key assumptions utilized in determining whether an asset is impaired include management's identification of potential triggering events and assumptions about future cash flows over the life of the asset or asset group. Management uses internal business forecasts to develop assumptions about future cash flows which require significant judgment because actual revenues have fluctuated in the past and may continue to do so. To the extent that those future cash flows are less than the carrying amount of our long-lived assets, the Company may incur significant impairment losses that could have a material adverse impact on our financial position, as well as our results of operations. As a result of negative changes in the business climate at AES, an interim assessment of the intangibles at AES was performed during the second quarter of 2015, and the Company determined the book values of the definite intangible assets at AES exceeded the fair values and recognized $1.2 million of definite-life intangible asset impairment for the year ended December 31, 2015. The Company recorded no long-lived asset impairment during the years ended December 31, 2014 and 2013.

        We review the appropriateness of depreciable lives for each category of property and equipment, considering actual usage, physical wear and tear, and replacement history to calculate remaining life of our asset base. For carrier revenue equipment, we consider the optimal life cycle usage of each type of equipment, including the ability to utilize the equipment in different parts of the fleet. Capital, engine replacement, refurbishment and maintenance costs are considered in determining total cost of ownership and related useful lives for purposes of depreciation recognition. These assumptions impact the amount of depreciation expense recognized in the period and any gain or loss once the asset is disposed.

        Goodwill and Indefinite Life Intangibles.    Goodwill and other indefinite-life intangible assets, not subject to amortization, are evaluated annually as of November 30 for impairment, or more frequently if circumstances indicate impairment may exist. In assessing goodwill for impairment, we initially evaluate qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive and it is necessary to calculate the fair value of a reporting unit, then we utilize a two-step process to test goodwill for impairment. First, a comparison of the fair value of the applicable reporting unit with the aggregate carrying value, including goodwill, is performed. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss. The second step includes comparing the implied fair value of the affected reporting unit's goodwill with the carrying value of that goodwill. Impairment tests for indefinite-lived intangibles are performed on an annual basis, utilizing an income approach which develops an estimated fair value based on a discounted cash flow, where the estimated fair value is calculated by discounting projected future cash flows.

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        The impairment tests require management to make judgments in determining what assumptions to use in estimating fair value. One of the methods used by the Company to determine fair value is the income approach using discounted future projected cash flows. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future pricing and costs, and future capital expenditures requirements. In some cases, judgment is also required in assigning probability weighting to the various future cash flow scenarios. The probability weighting percentages used and the various future projected cash flow models prepared by management are based on facts and circumstances existing at the time of preparation and management's best estimates and judgment of future operating results. The Company cannot predict the occurrence of certain future events that might adversely affect the reported value of goodwill and indefinite-life intangible assets that may include, but are not limited to, a change in the business climate, a negative change in relationships with significant customers and changes to strategic decisions, including decisions to expand made in response to economic and competitive conditions. Changes in these facts may result in significant impairment losses that could have a material adverse impact on our financial position, as well as our results of operations. At December 31, 2015 and 2014, the Company had goodwill of $32.2 million and $46.6 million, respectively, and intangible assets not subject to amortization of $20.4 million for both years. As a result of negative changes in the business climate at AES, the Company determined the book value of goodwill at AES exceeded its fair value, and recognized $14.1 million and $4.7 million of goodwill impairment for the years ended December 31, 2015 and 2013, respectively. The Company recorded no impairment during the year ended December 31, 2014.

        Reserves for Uninsured Risks.    We self-insure our cargo claims and workers' compensation program, up to certain limits. Additionally, we self-insured our auto and general liability, up to certain limits through July 26, 2009, and the Company became fully insured for costs incurred thereafter, subject to annual policy limits, for commercial general liability and auto liability claims.

        Insurance reserves are established for estimates of the loss that we will ultimately incur on reported claims, as well as estimates of claims that have been incurred but not yet reported. Recorded balances are based on reserve levels, which incorporate historical loss experience and judgments about the present and expected levels of cost per claim. Trends in actual experience are a significant factor in the determination of such reserves. We believe our estimated reserves for such claims are adequate, but actual experience in claim frequency and/or severity could materially differ from our estimates and affect our results of operations.

        Workers' compensation claims may take several years to completely settle. Consequently, actuarial estimates are required to project the aggregate liability for claims incurred and an estimate of incurred but not reported claims, on an undiscounted basis. A number of factors can affect the actual cost of a claim, including the length of time the claim remains open, trends in health care costs and the results of related litigation. Furthermore, claims may emerge in future years for events that occurred in a prior year at a rate that differs from previous actuarial projections. Changes in state legislation with respect to workers compensation can affect the adequacy of our self-insurance accruals. All of these factors can result in revisions to prior actuarial projections and produce a material difference between estimated and actual operating results. As of December 31, 2015 and 2014, we had $6.9 million and $16.2 million accrued for these claims, respectively. Claims reserves of zero and $1.5 million have been recorded for claims in excess of per claim liability limits as of December 31, 2015 and 2014, respectively, with corresponding assets for such recoveries from insurance carriers recorded within deposits and other assets.

        Income Taxes.    Income taxes are determined by management based on current tax regulations in the various taxing jurisdictions in which the Company conducts its business. In various situations, accruals have been made for estimates of the tax effects for certain transactions, business structures, the estimated reversal of timing differences and future projected profitability of the Company based on management's interpretation of existing facts, circumstances and tax regulations. Should new evidence

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come to management's attention which could alter previous conclusions or if taxing authorities disagree with the positions taken by the Company, the change in estimate could result in a material adverse or favorable impact on the consolidated financial statements. As of December 31, 2015, the Company had deferred tax assets of $18.6 million, net of the valuation allowance of $85.4 million, and deferred tax liabilities of $28.1 million. As of December 31, 2014, the Company had deferred tax assets of $23.2 million, net of the valuation allowance of $66.7 million, and deferred tax liabilities of $32.4 million.

        Multi-Employer Pension Plans.    We contribute to nine separate multi-employer pension plans for employees that our collective bargaining agreements cover in the United States. Additionally, we contribute to four separate multi-employer pension plans for employees that our collective bargaining agreements cover in Canada. The pension plans provide defined benefits to retired participants. We do not directly manage multi-employer plans. Trustees, who are either appointed by the respective union or by various contributing employers, manage the trusts covering these plans. Our collective bargaining agreements with the unions determine the amount of our contributions to these plans and we recognize as net pension expense the contractually required contribution for the respective period and recognize as a liability any contributions due and unpaid.

        In 2006, the Pension Protection Act became law and modified both the Internal Revenue Code (as amended, the "Code") as it applies to multi-employer pension plans and the Employment Retirement Income Security Act of 1974 (as amended, "ERISA"). The Code and ERISA (in each case, as so modified) and related regulations establish minimum funding requirements for multi-employer pension plans in the U.S. The funding status of these plans is determined by many factors, including the following factors:

•

the number of participating active and retired employees

•

the number of contributing employers

•

the amount of each employer's contractual contribution requirements

•

the investment returns of the plans

•

plan administrative costs

•

the number of employees and retirees participating in the plan who no longer have a contributing employer

•

the discount rate used to determine the funding status

•

the actuarial attributes of plan participants (such as age, estimated life and number of years until retirement)

•

the benefits defined by the plan

        We could be required to make additional contributions if any of our multi-employer pension plans fail to:

•

meet minimum funding requirements

•

meet a required funding improvement or rehabilitation plan that the Pension Protection Act may require for certain of our underfunded plans

•

obtain from the IRS certain changes to or a waiver of the requirements in how the applicable plan calculates its funding levels or

•

reduce pension benefits to a level where the requirements are met

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        If any of our multi-employer pension plans enters critical status and our contributions are not sufficient to satisfy any rehabilitation plan schedule, the Pension Protection Act could require us to make additional contributions to the multi-employer pension plan from five to ten percent of the contributions that our collective bargaining agreements requires until the agreement expires. If we fail to make our required contributions to a multi-employer plan under a funding improvement or rehabilitation plan or if the benchmarks that an applicable funding improvement plan provides are not met by the end of a prescribed period, the IRS could impose an excise tax on us with respect to the plan. Such an excise tax would then be assessed to the plan's contributing employers, including the Company. These excise taxes are not contributed to the deficient funds, but rather are deposited in the United States general treasury funds. Depending on the amount involved, a requirement to increase contributions beyond our contractually agreed rate or the imposition of an excise tax on us could have a material adverse impact on our business, financial condition, liquidity, and results of operations.

        The plan administrators and trustees of multi-employer pension plans do not routinely provide us with current information regarding the funded status of the plans. Much of our information regarding the funded status has been (i) obtained from public filings using publicly available plan asset values, which are often dated, and (ii) based on the limited information available from plan administrators or trustees, which has not been independently validated. The Pension Protection Act provides that certain plans with a funded percentage of less than 65%, or that fail other tests, will be deemed to be in critical status. Plans in critical status must create a rehabilitation plan to exit critical status within periods that the Pension Protection Act prescribes. We believe that based on information obtained from public filings and from plan administrators and trustees, many of the multi-employer pension plans in which we participate, including The Central States Southeast and Southwest Areas Pension Plan, are in critical status. If the funding of the multi-employer pension plans does not reach certain goals (including those required not to enter endangered or critical status or those required by a plan's funding improvement or rehabilitation plan), our pension expenses could further increase upon the expiration of our collective bargaining agreements.

        We believe that based on information obtained from public filings and from plan administrators and trustees, our portion of the contingent liability in the case of a full withdrawal or termination from all multi-employer pension plans would be an estimated $796.6 million on a pre-tax basis as of December 31, 2015. We have no current intention of taking any action that would subject us to payment of material withdrawal obligations. See Note 8 of the consolidated financial statements for information regarding the Company's participation in multi-employer pension plans.

        Legal Contingencies.    From time to time, we are subject to proceedings, lawsuits and other claims related to competitors, customers, employees, insurance providers, shareholders and suppliers. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of accrual required, if any, for these contingencies is made after analysis of each matter. The required accrual may change in the future due to new developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters.

Recently Issued Accounting Pronouncements

        See Note 2 of the consolidated financial statements for information regarding recently issued accounting pronouncements.

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BUSINESS

Business Overview

        We are a transportation and logistics provider and a leading over-the-road FVL company in North America. We provide premium asset and non-asset based solutions to the global new and used vehicle markets, specializing in light vehicle transportation and other logistics services for major OEMs and fleet ownership companies, remarketers, wholesalers and consignors. We offer a broad, complementary suite of asset and non-asset based transportation and logistics solutions through a fleet of 2,421 active rigs as of December 31, 2015 and a network of 57 strategically located terminals across North America. We believe our scale and full range of over-the-road transportation and value-added logistics services, offered in over 85 locations across the U.S., Canada and Mexico, allow us to operate efficiently and deliver superior customer service, which we believe gives us a competitive advantage in maintaining and winning new business. In 2015, we transported over four million finished vehicles, which we believe is significantly higher than the number of units transported by our nearest competitor.

        Since 2008, we have undertaken a number of strategic operational initiatives and completed five acquisitions. In December 2013, we completed the Allied Acquisition, following which we became the largest over-the-road FVL provider in North America. We believe we are ideally positioned to capitalize on favorable growth and modal shifts in the global FVL industry (which includes all modes of transportation, whether truck, rail or ship), as well as expand into other related industries that require highly specialized or customized asset and non-asset based solutions.

        We provide a critical component of the automotive supply chain, serving as a primary link in the delivery of finished vehicles from manufacturing plants, VDCs, seaports and railheads to new vehicle dealerships. We operate primarily in the short haul segment of the U.S. automotive transportation market for new and pre-owned passenger vehicles, light trucks, sport utility vehicles and transit vans, with an average length of haul of approximately 200 miles. We operate the largest active fleet in the North American auto hauling industry, with 3,197 useable rigs as of December 31, 2015, of which 2,421 are active, compared to approximately 2,036 rigs owned or leased by our next largest competitor. We believe our sufficiently large fleet of useable rigs allows us to flex capacity and meet future customer needs. Our excess capacity is a direct result of the Allied Acquisition, and we believe that our spare capacity is not typical in the industry.

        In addition to our asset-based transportation solutions, we provide our customers with a broad range of complementary non-asset based logistics and value-added services. Logistics services include freight brokering as well as international shipping services for light vehicles, heavy class trucks, and equipment in the "high and heavy" category (construction, mining, and agriculture equipment, as well as buses) through our NVOCC subsidiary. Value-added services include the installation of OEM order accessories, claims management, vehicle inspection, including a high definition photography application for vehicle inspectors, and title and supply chain management services, as well as rail and yard management and port processing. Since 2010, we have grown our logistics business revenue from zero to approximately $62.0 million of annual revenue. During the year ended December 31, 2015, we expanded our non-asset based value added service offerings through the use of vehicle photography in the inspection process for remarketing purposes. We believe we will continue to expand our non-asset based revenue with limited incremental investment. We are also exploring expansion of our Mexican operations.

        Our largest customers include GM, Ford and Toyota, for whom we have provided service for 87, 22 and 36 years, respectively. We have become a trusted provider for our OEM customers, working closely with them on their logistics needs. In recent years, as a demonstration of our operational excellence and service, we were the first-ever auto carrier and one of just 68 and 82 companies, respectively, among GM's approximately 20,000 suppliers to receive the GM Supplier of the Year Award. Also, in May 2014, Ford management presented us with the Ford 2013 World Excellence

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Award. In addition to the services we provide to OEMs, we also provide services to a growing number of customers in the remarketed vehicle market, allowing us to leverage our existing infrastructure to achieve accretive high margin and incremental backhaul revenue. Our largest customer in the remarketed vehicle market is Ford, for whom we are the primary third-party logistical provider. We believe that our broad geographic footprint, breadth of services and operating expertise can be applied to further build our customers' operations both in North America and globally.

        We have two reportable segments, the Transport segment and the Logistics segment. The Transport segment includes the following companies:

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Jack Cooper Transport, founded in 1928, started as a carrier for GM products in Kansas City, Missouri. As of December 31, 2015, Jack Cooper had 57 terminals primarily in the Midwestern and Eastern half of the U.S. and Canada. Jack Cooper is the parent of Auto Handling, Pacific and JCT Canada.

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Auto Handling, established in 1972, provides yard management services at six Jack Cooper terminals, including rail loading and unloading, receiving vehicles at manufacturing plants, shuttling and baying of vehicles, and scanning and dispatching vehicles.

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Pacific, a transport company, had principal operations on the west coast of the United States. Pacific discontinued its operations during the second quarter of 2015.

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JCT Canada, established in January 2010, and its subsidiaries: Jack Cooper Canada 1 Limited Partnership and Jack Cooper Canada 2 Limited Partnership. Together, JCT Canada operates 14 terminals across Canada.

        The Logistics segment is comprised of the following companies:

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JCL, established on November 9, 2010 to engage in the global non-asset based automotive supply chain for new and used finished vehicles. JCL has the following subsidiaries:

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Axis Logistics Services, Inc., which was formed in connection with the Allied Acquisition, conducts a brokerage business.

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Jack Cooper CT Services, Inc., which was formed in connection with the Allied Acquisition, provides vehicle inspection and title storage services for pre-owned and off-lease vehicles.

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AES was acquired on June 10, 2011 to provide the brokering of the international shipment of cars and trucks from various ports in the U.S. to various international destinations on third-party ships.

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Jack Cooper Rail & Shuttle, Inc., which was formed in connection with the Allied Acquisition, provides shuttle services to local rail yards.

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Axis Mexico provides logistics services to new vehicle manufacturers and rail and truck transportation companies in Mexico. Its subsidiaries include:

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AXIS Operadora Hermosillo S.A., which is 99.998%-owned by JCH Mexico, a holding company, and .002%-owned by JCL;

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AXIS Operadora Mexico S.A., which is 99.998%-owned by JCH Mexico and .002%-owned by JCL;

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AXIS Operadora Guadalajara S.A., which is 99.998%-owned by JCH Mexico and .002%-owned by JCL;

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AXIS Operadora Monterrey S.A., which is 99.998%-owned by JCH Mexico and .002%-owned by JCL; and

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AXIS Logistica S. de R.L., which is 99%-owned by JCH Mexico and 1%-owned by JCL.

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Company History

        The Company was originally formed as IEP Carhaul LLC, a Delaware limited liability company, on May 6, 2009, and subsequently changed its name to Jack Cooper Holdings LLC on June 1, 2010 through a corporate reorganization. On November 29, 2010, the Company converted its corporate structure from a limited liability company to a corporation and changed its name to Jack Cooper Holdings Corp.

        Originally, our automotive transportation business was the product of the combination of two companies in the automotive carrier sector, Active Transportation Company LLC and Jack Cooper, which were acquired in January 2008 and May 2009, respectively. In March 2011, we added DMT Trucking, Inc. a carhaul transportation company, and on December 27, 2013, we completed the Allied Acquisition.

        The Allied Sellers were debtors in Chapter 11 bankruptcy cases pending in the United States Bankruptcy Court for the district of Delaware and in certain cases under Part IV of the Companies' Creditors Arrangement Act pending in the Canadian Bankruptcy Court. Allied Assets included 2,191 rigs, including approximately 831 active rigs, certain receivables and real property. Further, as a result of the Allied Acquisition, we increased the number of terminal locations that we operate by 17 active terminals in the U.S., of which three were combined with existing terminals of Jack Cooper, and ten terminals in Canada, which resulted in a net addition of 24 transport terminal locations to Jack Cooper's existing transport terminal base. We also created or acquired new operating companies including: Axis Logistic Services, Inc., Jack Cooper CT Services, Inc., Jack Cooper Rail & Shuttle, Inc., Axis Mexico and two new Canadian operating companies.

2015 Developments

Term Loan

        On March 31, 2015, we entered into term loan with MSDC. The term loan had an original maturity date of April 2, 2017. On December 23, 2015, we entered into an amendment to the term loan, which extended the maturity date to October 18, 2018 and increased the interest rate by 1.0% per annum. As a result, effective January 2, 2016, the term loan bears interest at a rate of LIBOR plus 7.0% per annum, subject to a LIBOR floor of 3.0% per annum.

Terminal Closures

        In the fourth quarter of 2015, management made the determination to close two Canadian terminals due to continued losses attributable to those locations. The closure of the terminals is expected to occur during the first half of 2016. Further, during the second quarter of 2015, the Company closed one terminal in California as the Company ceased servicing that terminal's hauling routes, and significantly scaled back the operations of a Canadian terminal during the third quarter of 2015 as a result of certain hauling routes related to that terminal not meeting management's performance expectations.

Industry Overview

        We operate in the global FVL industry. Our industry includes (i) the process through which new and used vehicles are transported from a point of origin to a final destination and (ii) value-added logistics services that are performed on vehicles while they are in transit to their final destination. According to the distance between a vehicle's point of origin and its destination, over-the-road truck carriers either transport vehicles directly from origin to destination or work in concert with railroads and/or seafaring vessels to deliver vehicles. Value-added logistics services performed in the FVL

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industry include yard management, port processing, technical services, inspections and third-party logistics management services.

        The vehicle transportation segment of the FVL industry is typically split into two main markets: the OEM FVL market, which transports new vehicles, and the POV FVL or remarketed FVL market, which transports used vehicles. Vehicles transported in the OEM FVL market are shipped by automotive manufacturers, while used vehicles transported in the POV FVL market are typically shipped by commercial auction houses, rental car companies and auto dealer groups. The total number of vehicles transported in the OEM FVL market in U.S. and Canada is projected to be approximately 21.4 million vehicles in 2016 based on seasonally adjusted annual rate, or "SAAR", of new light vehicle sales, plus those vehicles that are produced for export markets. In the case of the POV FVL market, while between 42 million and 44 million used vehicles change hands on average on an annual basis, an estimated 28 million vehicles require transportation services, according to Freedonia.

        The distance from a new vehicle's point of origin to its final delivery point typically determines the means of transportation that will carry it to its final destination. Management believes that while historically a large percentage of new vehicles were transported by railroads for the longest legs (above 350 miles), virtually all finished vehicles will be transported by car-haul at some point in the finished vehicle supply chain.

        The FVL industry also incorporates a wide array of value-added services performed on vehicles while they are in transit to their final destination. These services include yard management, port processing, technical services, inspections and third-party logistics management services.

Yard Management Services—Yard management services include rail loading and unloading, receiving vehicles from manufacturing plants, shuttling and baying of vehicles, and scanning and dispatching vehicles.

Port Processing Services—Port processors receive vehicles shipped to ports and process them for distribution via truck or rail. Services provided by port processors include inventory management, storage, vehicle preparation and transport scheduling.

Technical Services—Technical services include a variety of services, including accessory fittings and installations, repairs, storage management, vehicle washing, cleaning services, parts handling, road testing and surveys.

Inspection Services—Inspection services include inspections on shipped vehicles in order to limit their liability as transportation modes change. During transit from origin to destination, domestically shipped vehicles typically undergo three to five inspections, while internationally shipped vehicles typically undergo four to six inspections. Inspections consist of basic functional and mechanical checks, pure cosmetic checks and final conditioning before customer delivery.

Third-Party Logistics Management Services—Third-party logistics management services include network design, remarketing and web-based claims management.

Business Strategy

        Continue to Drive Sustainable Organic Growth.    We are focused on strengthening our core asset-intensive transport and complementary asset-light logistics business that makes us who we are today.

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Further Penetrate North American FVL Market.  We believe the strong rebound in light vehicle sales and production combined with a structural capacity shortage provides us with continued growth opportunities with both existing and new customers in the new and remarketed vehicle markets. Since 2009, we received increased business from or won new contracts with GM, Ford, Toyota, Nissan, Hyundai/Kia and Chrysler.

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Capitalize on Secular Off-Rail Modal Shift.  Management believes that while a large percentage of all new and used vehicles were transported historically by railroads for the longest legs (above 350 miles) in North America, the FVL industry is currently undergoing a shift to off-rail transportation. Based on forecasted demand, we believe there will continue to be a significant shortage in the supply of capacity provided by both auto carriers and rail carriers. Following the 2008 economic downturn, there has been a reduction in capacity caused by the continued aging of the auto carrier fleet, ongoing scrapping and attrition of rigs and limited capacity for capital expenditures. We expect the industry dislocation between supply and demand to increase. Our large fleet, including our parked, roadworthy rigs, provides us with attractive growth opportunities compared to many of our competitors and new entrants into the market in the face of this structural capacity shortage. Management believes new production geographical and shipping patterns are leading to longer trips. Further, railcar scrapping and insufficient railcar production have also led to an increase in the number of vehicles awaiting transport. We believe auto carriers are positioned to continue to gain market share from rail carriers given the shortage of rail capacity and the flexibility of the auto carrier network to provide last mile, just-in-time and time-definite delivery service to OEMs looking to rapidly change over models and reduce inventory levels at manufacturing plants and dealerships.

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Grow and Broaden our FVL Service Offering.  We intend to diversify across the FVL value chain and build interdependency with our customers by growing and expanding our logistic services. In particular:

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We anticipate growth in our inspections business will be driven by the increased volume of vehicles needing inspection fueled by growth of lease returns, vertical integration of services currently performed, as well as technology-enabled efficiencies.

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We expect growth in our title business to come from increased pricing, faster rotation of vehicles within fleets, and the provision of additional secure storage services and adjacent administrative services.

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We anticipate growth of our business in Mexico, which accounted for 0.6% of our total revenues for the year ended December 31, 2015, will be driven by increased automotive production in Mexico and continued opportunity for "batch and hold" work, which is typically driven by model changes or other process changes, which may become more frequent as more vehicle models are produced in Mexico.

        Leveraging our asset-light and asset-heavy segments will, we believe, increase interdependencies with existing customers and strengthen our brand. This, in turn, can lead to new customer relationships. By increasing volumes, we intend to further build the scale of our core business, allowing us to better serve our customers and thus creating a virtuous cycle. We will use this to drive our business model of diversification throughout the entire FVL value chain.

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Increase our Remarketed FVL Customer Base.  As a large-scale, full service provider, our services are increasingly attractive to our remarketed vehicle customers. The U.S. remarketed FVL market was nearly $3 billion in annual revenue in 2015, of which we currently have a negligible market share. This untapped market is an area of focus for additional growth, as we have existing relationships with many of the major customers, such as Avis Budget Group, Hertz Rent-A-Car and Enterprise Rent-A-Car, and the capacity to service others. We could further profit from this market by developing a synergistic backhaul network, filling rigs that would normally be empty on return trips. The incremental revenue would come at little additional cost and would also allow us to bid more competitively and win new business, further increasing our service to the remarketed vehicle market.

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Expand Market through Transportation of Non-Auto Based Products.  On average, our rigs are empty on over 70% of their backhaul miles. On December 4, 2015, the FAST Act was signed into law. The FAST Act will allow us to transport non-auto based cargo on the trailers of our rigs, which we expect will allow us to leverage our fleet to transport on our backhauls materials ranging from commodities, such as timber, to specialty products, such as utility vehicles. The FAST Act also provides for an additional five feet of total length for automobile transporters, changing the current federal limit from 75 feet to 80 feet. Additionally, front and rear overhang limits are now increased by three feet in the front and four feet in the rear, to a total allowance of four feet front overhang and six feet rear overhang. This results in a total load length (truck with overhang) of 90 feet, which we believe would allow us to increase our load factor and improve our margins in future periods without incremental equipment investment.

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Exploit Potential Operational Efficiencies.  We have expanded our efforts to better utilize our 57 terminals to achieve networking efficiencies. Over the latter part of 2014 and the beginning of 2015, our senior management and operational teams have developed a proprietary model to help us better calculate and measure our rigs' load factor (the number of vehicles our rigs carry per trip) and load efficiency (the driven distance from the point of origin to the desired delivery point if driven by the most direct practical route divided by loaded miles) to minimize all out-of-route miles (the number of additional miles our rigs will drive—either on an outbound head haul or to realize a back haul networking opportunity). With this model in use, we have been able to reduce out of route miles and increase backhaul revenue, as we can more accurately predict and quantify how our rigs are deployed.

        Continue Disciplined Value-Based Acquisitions.    We intend to utilize the skills we have developed from serving OEM customers for 87 years to expand both within and beyond the North American FVL market.

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Pursue Acquisitions in the Global FVL Sector.  We believe the size and scope of our operations afford us significant efficiencies. Since 2008, we have completed five acquisitions, all of which we have integrated into our existing business. We believe we are well-positioned to pursue opportunities that will provide us with platforms for strong, long-term growth and strengthen our competitive positioning. Our goal is to continue to pursue strategic acquisitions within our existing industry that will expand our geographic presence, broaden our product and service offering and allow us to move into adjacent markets.

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Continue to Profitably Expand into Asset-Light Verticals.  Since 1928, we have provided highly complex and valuable transportation and logistics services to OEMs. We believe the expertise that we have developed over the last 87 years in distributing new vehicles is highly transferable to other verticals in the FVL market. In November 2010, we launched JCL to provide vehicle distribution and transportation brokerage primarily to the auction and rental car markets, complementing our existing services. Similarly, in June 2011, we acquired AES to provide NVOCC international shipping services for cars, trucks and construction equipment from ports in the U.S. to international destinations on third party ships, further leveraging the expertise developed by serving our OEM customers. As a result of the Allied Acquisition completed in December 2013, we have grown our auto brokerage business and expanded geographically (e.g., in Mexico and Canada) as well as expanded our suite of asset-light services offered (e.g. adding inspections and title management). We aim to develop greater diversification in global logistics and transportation.

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Expand into Attractive Adjacent Market Opportunities.  As supply chain requirements have continued to evolve, we have seen an increased focus on the need for premium freight logistics. We believe this market is characterized by stringent customer delivery requirements, special

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handling requirements, high-value freight, special permit needs and additional complexities that demand customized solutions.

Equipment, Maintenance and Fuel

        We operate strategically placed terminals in the U.S. and Canada, from which we direct our day-to-day operations. As of December 31, 2015, our fleet comprised 3,510 rigs (3,426 owned and 84 leased), of which approximately 2,421 are currently in operation. Our inactive rigs include 149 roadworthy rigs and 627 rigs that are parked and require investment to become roadworthy, and 313 rigs that are used for parts.

        There are nominal costs associated with having rigs that are not fully deployed as the only expense incurred is annual incremental storage costs of $200 or less per idle rig. The Company does not incur expenses for licensing as parked rigs are not required to be licensed, nor does the Company typically incur maintenance costs on idled rigs until a decision to deploy a parked rig is made. There are no opportunity costs associated with having rigs that are not fully deployed, as rigs are deployed as needed when the Company has a signed service contract with a customer, and the Company only enters into contracts when it is economically advantageous to do so. Typically, when a non-roadworthy rig is being prepared to be deployed, we incur capital expenditures which will vary depending on the condition and age of the vehicle, but may range from approximately $50,000 to $125,000, and when an unlicensed rig is being prepared to be deployed, the Company incurs licensing expenses of approximately $2,000 per rig. The Company's excess capacity is a direct result of the Allied Acquisition, and the Company believes that its spare capacity is not typical in the industry. During 2015, we purchased 180 rigs previously operated under operating leases.

        A new 75-foot rig (comprised of a tractor, trailer and head-ramp) currently costs approximately $250,000, and if it has been properly maintained, refurbished near the midpoint of its useful life and a replacement engine is installed in it at the appropriate mileage interval, has an average life of approximately 17 years. At December 31, 2015, the average age of the active rigs that we own or lease was between 11 and 12 years and the average remaining useful life was between 5 and 6 years. The average age is generally calculated based on the tractor manufacture dates.

        As of December 31, 2015, we maintained our rigs at our 29 shop locations operated by approximately 326 maintenance personnel, however, we do contract maintenance support throughout the U.S. as necessary. Rigs are scheduled for regular preventive maintenance inspections. Each garage is equipped to handle repairs, including repairs to electrical systems, air conditioners, suspension, hydraulic systems, cooling systems, and minor engine repairs. We have some engine repair capabilities and more recently we have also used engine suppliers for engine replacements in order to obtain long-term warranties offered by them. We manage equipment parts through centralized parts vendors.

        In order to reduce fuel costs our drivers may purchase fuel from several national suppliers with whom we have negotiated competitive discounts and central billing arrangements. We purchase approximately 95% of our over the road fuel within our network at preferred negotiated rates.

Customers

        Our customers are major domestic and foreign automotive OEMs, including GM, Ford, Toyota, Chrysler, Nissan, Mazda, and Hyundai/Kia. Our principal customers are auto manufacturers that use our services for delivery of new vehicles to dealers. For the years ended December 31, 2015, 2014, and 2013, our three largest customers, GM, Ford and Toyota, collectively accounted for 83%, 81%, and 86% of total revenue, respectively, and GM alone accounted for 40%, 38%, and 51%, respectively. We have developed and maintained long-term relationships with our significant customers and have historically been successful in negotiating contract renewals. Under written contracts, we have served GM since 1928, Ford since 1984 and Toyota since 1979. Our logistics customers also include OEM

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remarketers, rental car agencies and finance companies who are automotive lenders and dealers. No other customer accounted for more than 10.0% of our operating revenue during 2015.

        The majority of our contracts are awarded as a result of a competitive bidding process. Our sales and marketing activities are conducted by our senior management, who interface directly with our customers. The limited number of OEMs enables our senior management to be closely involved in acquiring new business. We supplement our sales and marketing efforts by participating in conferences, trade shows, and industry associations such as the Automobile Carriers Conference.

        We have one-year or multi-year contracts in place with the majority of our customers. Most of the contracts, upon expiration, automatically renew for one-year terms unless terminated by either party. The customer contracts establish rates for the transportation of vehicles generally based upon a fixed rate per vehicle transported plus a variable rate for each mile that a vehicle is transported. Certain contracts provide for rate variation per vehicle depending on the size and weight of the vehicle. During 2015, the majority of our customers paid us a fuel surcharge that allowed us to recover a portion of fuel costs incurred during the year.

Competition

        We compete primarily in the short haul new vehicle segment of the automotive transportation market. Our primary business involves the transportation of new vehicles from manufacturing plants, VDCs, seaports and railheads to new vehicle dealerships under one-year or multi-year contracts with OEM customers. We believe motor carriers are positioned to continue to gain market share from rail carriers given the shortage of capacity on rail and the flexibility of the motor carrier network to provide last mile, just-in-time delivery service as OEMs continue to rapidly change-over models and reduce inventory levels at manufacturing plants and dealerships.

        The motor carrier segment of the automotive transportation market is bifurcated between union and non-union carriers. Based on their union affiliations, many OEMs prefer to use union car carriers for their light-vehicle transportation needs. In addition, while it is more difficult for non-union car carriers to compete for union business, union carriers are able to secure business with non-union OEMs, rental car companies and remarketers. In 1995, there were 29 union carriers. Growth in competition from foreign car manufacturers, which has taken market share from U.S. manufacturers, the establishment of foreign non-union manufacturing in the U.S., the rise of non-union carriers and increased reliance by auto manufacturers on rail carriers has adversely affected union carriers. Consequently, the number of union carriers has steadily declined such that Cassens Transport Co. is now the Company's sole union competitor. The Company's primary non-union carrier competitors include Hanson & Adkins Auto Transport, United Road Services, Inc., Centurion Auto Holding Co. and Fleet-Car Lease, Inc.

        We compete with our union and non-union competitors on the basis of the size of our fleet, strength and location of our network, price, on-time and damage-free deliveries and the experience of our driver base. We believe that we are able to compete effectively with our motor carrier competitors with regard to each of these factors, except that we are challenged to compete effectively against non-union carriers as to price in certain geographic areas where non-union manufacturers are located. We believe our network enables us to compete effectively against our competitors. We compete with rail carriers for off-rail business on the basis of price and, in robust selling environments when dealers have low inventories, on the basis of transit times.

Seasonality and Economic Factors

        Demand for vehicle transport in our Transport and Logistics segments can be affected by inclement weather, particularly during the winter months, when such weather tends to slow the delivery of vehicles. Additionally, our business is subject to a number of general economic factors that may have

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a material adverse effect on the results of our operations, many of which are largely out of our control, including recessionary economic cycles and downturns primarily in the automotive sales market. Economic conditions may adversely affect our customers' business levels, the amount of transportation services they need and their ability to pay for our services. The demand for automobile transport is also a function of the timing and volume of lease originations, new car model changeovers, dealer inventories and new and used auto sales, with the second quarter typically our highest revenue period during the year.

Employees

        As of December 31, 2015, we had approximately 3,988 employees in the U.S. and Canada, including 2,439 drivers, 509 yard personnel, 326 mechanics, 92 vehicle inspectors and 622 other personnel. In addition, we have 265 employees in Mexico. We believe our driver turnover rate of 18% during the year ended December 31, 2015, 17% during the year ended December 31, 2014 and 7% during the year ended December 31, 2013, is low compared to others within our industry. All drivers, shop mechanics and yard personnel are represented by various labor unions. Most of the Company's U.S. employees are represented by the Teamsters and covered by the Master Agreement. The Master Agreement with these employees commenced on June 1, 2011 and expired on August 31, 2015. A new agreement is currently under negotiation. The Teamsters and the Company have mutually agreed to keep all terms and provisions of the Master Agreement in effect until a new agreement is entered into. Other U.S. employees are represented by the International Association of Machinists and are covered under separate agreements. Additionally, employees at our Canadian terminals are members of Unifor, formerly Canadian Auto Workers. We believe that we maintain excellent relationships with both our union and non-union employees.

Information Technology

        We have made a long-term commitment to utilize technology to serve our customers. We have implemented GPS devices and tablets in our fleet, which enables our terminals to provide customers with timely updates concerning vehicle load, dispatch and delivery and promotes efficient control and tracking of customer vehicle inventories. Through electronic data interchange and other protocols, we communicate directly with manufacturers and other shippers in the process of delivering vehicles, including electronic invoicing and collection, and provide electronic proof of delivery for all new car OEM deliveries. We also use these protocols to communicate with inspection companies, railroads, port processors and other carriers.

Regulation and Environmental

        We are regulated by the DOT and the FMCSA and various state agencies and similar agencies in Canada and Mexico (collectively, the "Transportation Agencies"). These agencies have broad authority to regulate numerous activities, such as auto carrier equipment, safety, security, hours of service, registration, and licensing to engage in auto carrier operations, handling of hazardous materials, insurance, and financial responsibility. The Transportation Agencies conduct reviews and audits to determine compliance with the regulatory requirements. We are also subject to the safety and security requirements of the U.S. Department of Homeland Security, the Canada Border Services Agency, and the Mexican Transportation Ministry. There are currently numerous regulatory efforts to improve fuel efficiency and minimize engine idle time.

        Our AES ocean shipping operations between U.S. and foreign ports are regulated by U.S. Customs and Border Protection. AES transactions with international shipper customers, ocean carriers and other logistics services providers are subject to regulations of the U.S. Treasury Office of Foreign Assets Control, which administers various U.S. trade laws and embargoes, and various laws and regulations such as the U.S. Foreign Corrupt Practices Act administered by the U.S. Department of Justice and

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Securities and Exchange Commission. AES operations include NVOCC services, which are regulated by the Federal Maritime Commission, or FMC, under the U.S. Shipping Act of 1984, or the Shipping Act. A NVOCC purchases blocks of cargo capacity from vessel operators and resells or uses such capacity to move cargo booked with the NVOCC by its shipper customers. The Shipping Act requires NVOCCs in United States export trade to be licensed by the FMC, to post a bond to protect shippers' interests and to publish an ocean freight tariff. A licensee must have among its officers a "Qualifying Individual" who the FMC finds to be of good character and have the required shipping business experience and ability to manage international ocean freight operations. The Shipping Act and FMC regulations require that NVOCCs' freight rates and charges be in accordance with published tariffs or covered by NVOCC service contracts with shipper customers filed with the FMC. The Shipping Act and regulations prohibit certain practices including payment of deferred rebates to shippers, accepting bookings from unlicensed or unbonded NVOCCs, unreasonable refusals to deal, giving undue preference or advantage to any shipper or type of traffic, or imposing unduly prejudicial or discriminatory rates, charges and practices. The Shipping Act also requires that ocean freight service contracts between NVOCCs and vessel operators must be filed with the FMC and conform to certain regulatory requirements. AES is duly licensed as an NVOCC by the FMC, and is bonded, publishes a tariff in compliance with FMC regulations and operates in accordance with such tariff or service contracts filed with the FMC in U.S. foreign trade. Various foreign agencies, including agencies in Mexico and Canada, also exercise regulatory powers over our foreign activities, including over our ability to engage in auto carrier freight transportation, safety matters, contract compliance, insurance requirements, tariff and trade policies, taxation and financial reporting.

        In addition, our terminal operations are subject to various federal, state, and local laws, regulations, and requirements that govern environmental and health and safety matters, including regulated materials management; the generation, handling, storage, transportation, treatment, and disposal of regulated wastes or substances; the storage and handling of fuel and lubricants; and the discharge of pollutants to the environment; and those that impose liability for and require investigation and remediation of releases or threats of releases of regulated substances, including at third-party owned off-site disposal sites, as well as laws and regulations that regulate workplace safety.

        Some of our operations require environmental permits and controls to prevent and limit pollution to the environment. Failure to comply with these laws, regulations, and permits may trigger a variety of administrative, civil, and criminal enforcement measures, including the assessment of civil and criminal fines and penalties, the imposition of remedial obligations, assessment of monetary penalties, and the issuance of injunctions limiting or preventing some or all of our operations. At several locations, the Company's operations have historically involved the handling of bulk quantities of fuel, which could leak or be spilled from handling and storage activities. Maintenance of underground storage tanks is regulated at the federal and, in most cases, state levels. We maintain regular, ongoing testing or monitoring programs for underground storage tank ("UST") facilities. We believe the UST facilities are in compliance with current environmental standards and we will not be required to incur substantial costs to bring the UST facilities into compliance. We believe our operations are in compliance with transportation requirements and environmental and health and safety regulatory requirements. The USTs are required to have leak detection systems and we are not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect on the operations of the Company. During 2015, we ceased purchasing and handling bulk quantities of fuel.

        We are also subject to environmental remediation liability. Under federal and state laws, we may be liable for the cost of investigation or remediation of contamination or damages as a result of the release or threatened release of hazardous substances or wastes or other pollutants into the environment at or by our facilities or properties, or as a result of our current or past operations, including facilities to which we have shipped wastes for disposal, recycling or treatment, regardless of when the release of hazardous substances occurred or the lawfulness of the activities giving rise to the

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release. These laws, such as the federal Clean Water Act, the Comprehensive Environmental Response, Compensation, and Liability Act and the Resource Conservation and Recovery Act, typically impose liability and cleanup responsibility without regard to fault or whether the owner or operator knew of or caused the release or threatened release. Our policy is to accrue regulatory-related costs when those costs are believed to be probable and can be reasonably estimated. The quantification of environmental remediation exposures is often difficult and requires an assessment of many factors, including the nature and extent of contamination, the timing, extent, and method of remedial action, current and changing laws and regulations, advancement in environmental remediation technologies, the quality of information available related to specific sites, the assessment stage of each site investigation, preliminary findings, and the length of time involved in remediation or settlement. The Allied Acquisition included certain properties where USTs are present, most of which were removed during 2014 while the remaining will continue to be monitored for compliance with regulations.

Legal Proceedings

        We were in a dispute with American Zurich Insurance Company and Zurich Services Corporation, or Zurich, regarding the handling of workers' compensation claims for the policy period January 1, 2008 through July 26, 2009. On January 4, 2011, we entered into a standstill agreement with Zurich, which expired June 15, 2013 and arbitration resumed. On November 7, 2013, we entered into a second standstill agreement with Zurich relating to the arbitration. The second standstill agreement provided for another standstill until February 29, 2016. During the second standstill period, neither party could proceed with the arbitration and neither party was permitted to exercise any remedies in respect of the Zurich insurance program covering the period January 1, 2008 through July 26, 2009, whether at law or in equity. During the second standstill period, we made all payments required and maintained a letter of credit in the amount of $3.5 million as collateral.

        In March 2016, we agreed with Zurich to terms memorializing a settlement of this arbitration and dispute, and in April 2016 we executed a full settlement agreement with releases and other terms agreeable to both parties.

        We contract with third parties to process our workers' compensation, general liability and truckers' liability claims. In addition, from time to time and in the ordinary course of our business, we are a plaintiff or a defendant in other legal proceedings related to various issues, including workers' compensation claims, tort claims, contractual disputes, and collections. We carry insurance that provides protection against certain types of claims, up to the policy limits of our insurance. It is the opinion of management that none of the other currently known legal actions will have a material adverse impact on our financial position, results of operations, or liquidity.

Risk Management and Insurance

        Our risk management department is responsible for defining risks and securing appropriate insurance programs and coverage at cost effective rates. Through a combination of deductibles and third-party insurance coverage, we insure portions of our risk for workers' compensation; business automobile liability; commercial general liability; property, including business interruption; cargo damage and automobile physical damage; pollution liability for a Pennsylvania location; directors' and officers' liability; fiduciary liability; and employment practices liability. We have elected to self-insure certain costs related to workers' compensation and cargo claim liabilities, and were previously self-insured for certain auto and general liabilities. As part of our risk management strategy, we identify potential risks, retain that portion of the risk we deem appropriate and secure insurance coverage accordingly.

        Our current workers' compensation insurance program provides a $0.7 million stop-loss limit per claim. Our general liability policy has a $1 million limit of liability per occurrence, and a $2 million

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general aggregate limit. Our cyber security liability policy has a $3 million aggregate limit, and our crime policy has a $5 million limit per claim. Our directors and officers liability policy has a $30 million limit, and our automobile liability policy has a $1 million limit of liability per accident. We are self-insured for cargo damage liability, as our $500,000 deductible for cargo damage liability is equal to the $500,000 limit of liability. Our employers' liability coverage has a $1 million limit of liability and we have $39 million in umbrella-excess coverage applicable to general liability, United States and Canada automobile liability and employers' liability.

        We use a third-party actuary to assist us in determining the necessary reserves for our workers' compensation programs and carry a liability representing the additional amount by which our estimated actuarial reserves exceed the amount we have paid into the program. We also retain significant liability for claims incurred under our previous claims insurance programs. The reserves for these claims are calculated primarily through the use of actuarial estimates and by considering agreed upon settlement amounts and the litigation to which we are subject, discussed more fully in "Business—Legal Proceedings."

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MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

        Our Board of Directors, which we refer to as our Board, consists of ten members—Ms. Amico (Executive Chairperson), Messrs. Riggs, Testman, Schickel, Ferguson, Torrence, McHugh, Chapman, and Czarnecki and Ms. Brandon.

        Each director serves a term of one year until the next annual meeting of stockholders and until a successor is elected and qualified, or until his earlier death, resignation or removal. We do not have any equity listed on a securities exchange and, therefore, are not required to comply with any independence requirements imposed by the exchanges. However, our Board has concluded that Messrs. McHugh, Torrence, Czarnecki and Chapman are independent directors as defined under the independence standards of Section 301 of the Sarbanes-Oxley Act and those set forth in Rule 10A-3 of the Exchange Act. In addition, we believe that Mr. Czarnecki would qualify as an audit committee "financial expert" under the requirements of the SEC.

        Set forth below are the names, ages and positions of our directors and executive officers of JCHC:

Name	Age		Position
T. Michael Riggs		61	Director and Chief Executive Officer, President and Treasurer
Michael S. Testman		52	Chief Financial Officer, Director
Theo A. Ciupitu		40	Executive Vice President, Secretary, and General Counsel
Katie G. Helton		34	Executive Vice President, Assistant Secretary and Associate General Counsel
Sarah Amico		36	Executive Chairperson of the Board of Directors
J.J. Schickel		46	Director
Kirk Ferguson		47	Director
Samuel Torrence		65	Director
J. Kevin McHugh		62	Director
James Chapman		53	Director
Edrienne Brandon		40	Director
Gerry Czarnecki		75	Director

Biographical Information

        The following is a summary of certain biographical information concerning our executive officers and our directors.

T. Michael Riggs has served as a member of the Board of Directors, President and Treasurer since January 2010, and our Chief Executive Officer since August 2014. Mr. Riggs is the largest stakeholder, controlling over 70% of our outstanding voting securities. He has over 20 years of experience in the trucking industry, and another 20 years prior executive experience in manufacturing companies. Mr. Riggs is a member of the Executive Committee of the American Trucking Association, and is Chairman of the Auto Carriers Conference. In 2013, Ernst & Young awarded Mr. Riggs the Ernst & Young Entrepreneur of the Year for the Midwest Region. He was also awarded the Global Outstanding Achievement Award by Automotive Supply Chain Magazine. He received a B.S. in Business from the General Motors Institute (now Kettering University) and an MBA from Harvard Business School. He and his wife of 28 years have three daughters and six grandchildren. Mr. Riggs brings significant leadership to the Board, particularly with respect to automotive and trucking industries.

        Sarah Amico has been a member of our Board of Directors since June 2011 and has served as Executive Chairperson since November 2014. Mrs. Amico served as the Board of Directors' inaugural Nominating and Corporate Governance Committee Chairperson, and she continues to serve as a

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member of the committee. Mrs. Amico also chairs the Mergers & Acquisitions Group. Mrs. Amico previously worked as the Head of Strategic Planning at APA Talent and Literary Agency in Beverly Hills, where she also launched and led the company's Entertainment Marketing & Brand Integration Department. During this time, she secured multi-party agreements amongst top content creators, marquis talent, large content distributors and leading brands. Mrs. Amico specialized in licensing agreements, branded entertainment, equity compensation deals and multi-platform promotions. Prior to joining APA, Mrs. Amico worked at the William Morris Agency in both Beverly Hills and New York, starting in the agency's famed Mailroom trainee program. She worked in the Motion Picture, Film Finance and Corporate Consulting departments before joining the launch team of WMA's The Mailroom Fund—a seed capital fund raised in partnership with AT&T, Venrock and Accel Partners. During her time in the entertainment industry, Mrs. Amico worked on initiatives for some of the world's largest and most recognizable brands, including General Motors, Time Inc., Starbucks, Reader's Digest, Amtrak, OPI, Harry & David, the Kardashians, and Virgin America Airlines. Ms. Amico has been a featured speaker for Wells Fargo's Transportation CEO Conference, the Wells Fargo Women in Capital Markets program and the Harvard Business School's "Dynamic Women in Business Conference." Mrs. Amico received her BA in Politics manga cum laude from Washington & Lee University and her MBA from the Harvard Business School. Mrs. Amico has significant expertise in marketing, and brings deep general business experience to our Board.

Michael S. Testman has been our Chief Financial Officer since April 2010 and a member of our Board of Directors since July 2010. Prior to joining us, from October 2008 to April 2010, Mr. Testman served as Chief Executive Officer and a director of JHT upon JHT's emergence from Chapter 11 reorganization. Mr. Testman also served on the board of directors of Mexicana Logistics, a subsidiary of JHT, from October 2008 to April 2010, and served as President of ATC Leasing, Inc., a subsidiary of JHT, from February 2005 to October 2008. JHT's revenues ranged from $230 million to $550 million during Mr. Testman's employment. Mr. Testman is a graduate of Missouri Southern State University. Mr. Testman brings significant management and financial expertise to the Board.

        Theo A. Ciupitu has been our Executive Vice President, Secretary or Assistant Secretary, and General Counsel since July 2010. Prior to joining us, Mr. Ciupitu was a corporate attorney in private practice, representing public and private companies and private equity and venture capital firms in, among other things, mergers and acquisitions, leveraged buyouts, divestitures, tax free reorganizations, private and public offerings, debt and equity financing transactions, and outsourcing, licensing, and general commercial transactions. From July 2006 to June 2010, Mr. Ciupitu was an attorney in the Corporate and Securities Department of Womble Carlyle Sandridge & Rice, PLLC. Prior to July 2006, Mr. Ciupitu was an attorney in the Corporate Services Department of McGuireWoods LLP. Mr. Ciupitu graduated summa cum laude from Florida State University in 1998 and earned his law degree from the University of Texas School of Law in 2001.

        Katie Helton is the Executive Vice President, Assistant Secretary and Associate General Counsel for the Company. She joined the Company in 2009 and since then has focused on employment and labor issues, as well as litigation management. From 2007 to 2009, she worked as a Staff Attorney for the Atlanta Legal Aid Society, helping low income clients with a variety of legal issues including family law, landlord-tenant disputes, bankruptcy, Fair Debt Collection Act, and employment law matters. She has also served in a leadership role with the Employment and Labor Law Committee of the Association of Corporate Counsel as a Policy Subcommittee Chair. Mrs. Helton graduated magna cum laude with a Bachelor of Arts from St. Olaf College in Northfield, Minnesota. Subsequently, she obtained her Juris Doctorate degree from Washington University in St. Louis, Missouri. While at Washington University, she was a member of the Global Studies Law Review and volunteered as a Court Appointed Special Advocate for children in the local foster care system.

        John Jacob Schickel has been a member of our Board of Directors since July 2010. Mr. Schickel is the co-founder of EVE Partners, LLC, a boutique merchant bank focused exclusively on the

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transportation and logistics industry. Prior to co-founding EVE Partners, LLC, from July 1999 to November 2002, Mr. Schickel served as Chief Financial Officer and Chief Operating Officer of ATC Logistics, Inc. ("ATC"), a privately-held conglomerate with numerous businesses serving the automotive industry supply chain. At ATC, Mr. Schickel executed a bottom-up operational restructuring that resulted in a 325% increase in operating cash flow. Mr. Schickel also completed numerous debt financings, acquisitions, divestitures and a private equity placement to support the growth of Americas Management and Logistics Inc., ATC's international port processing division, which sold for $430 million in 2007. Mr. Schickel is a member of the National Association of Corporate Directors, or NACD, and currently serves as a board member for P&S Transportation. He has also served as a board member for Access USA Shipping Inc., AT&T Worldwide, United Vision Logistics, BAM Worldwide, Francis Drilling Fluids and for Americas Management and Logistics, Inc. Mr. Schickel received undergraduate and graduate degrees in accounting from the University of Florida. Mr. Schickel's background includes deep experience in the automotive supply chain industry and logistics business, including advising on over 100 corporate finance and acquisition transactions, enabling him to assist the company as a director in understanding our customers' needs and in pursuing our acquisition growth strategy and the related financings.

Kirk Ferguson has been a member of our Board of Directors since July 2010. Mr. Ferguson is a Managing Director and founding member of Sachem Head Capital Management, a capital management group based out of New York City. Prior to joining Sachem Head in 2012, Mr. Ferguson was a Managing Director of Stonehouse Capital Partners, a private investment firm formed in 2005, focused on structured equity and debt investments in middle market companies. Prior to founding Stonehouse, Mr. Ferguson was a partner of American Industrial Partners, a private equity firm focused on investments in companies with potential for value creation from operational and financial restructuring initiatives. Mr. Ferguson currently serves or previously served on the Board of Directors of a number of private companies, including several transportation or automotive-related companies: Erickson Air-Crane, JHT and Stanadyne Automotive. Mr. Ferguson also has been a management consultant with Monitor Company. Mr. Ferguson is a graduate of Stanford University and earned his MBA from Harvard Business School. Mr. Ferguson brings significant investment and management experience to our Board, particularly in the automotive and trucking industry. In combination with his prior experience as a director and/or owner of numerous businesses, he brings significant expertise in business strategy formulation and execution.

        Samuel Torrence has been a member of our Board of Directors since May 2011. Mr. Torrence retired on July 1, 2008 as President and Chief Operating Officer of Just Born, Inc. ("Just Born"), a privately owned confectionary candy manufacturer distributing its products nationally and in over 50 countries worldwide. Prior to Just Born, Mr. Torrence was Executive Vice President of Mack Trucks, Inc. ("Mack"). At Mack, Mr. Torrence's responsibilities included parts warehousing and distribution, quality and administration (human resources, labor relations, health and welfare, training and development). Mr. Torrence was also chief spokesman for national union negotiations with the United Auto Workers during his tenure with Mack. Mr. Torrence was active in the integration and consolidation of Mack with Volvo Trucks North America after Mack's purchase by Volvo in 2001. From 1985 until his appointment at Mack, Mr. Torrence was Executive Vice President of Human Resources and Total Quality Management for Bridgestone USA. For a period of time, he also oversaw the purchasing and warehouse & distribution functions. He was active in Bridgestone's acquisition of Firestone in 1989, and subsequent integration and consolidation. Mr. Torrence was chief spokesman for national negotiations with the United Rubber Workers during his tenure at Bridgestone. He began his career with General Motors Corporation in 1969. Mr. Torrence previously served as an adjunct professor at DeSales University, instructing undergraduate business, strategic planning and MBA courses. Mr. Torrence served as a guest lecturer at DeSales and several Universities in the Lehigh Valley. Graduating from General Motors Institute (now Kettering University), Mr. Torrence went on to earn a Juris Doctor degree and is licensed to practice law (now retired) in Ohio. In 2015, Mr. Torrence

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was selected as an outstanding director by the Atlanta Business Chronicle and the Atlanta Chapter of the NACD. Mr. Torrence is an NACD Governance Fellow and brings significant leadership to the Board, particularly with respect to the automotive and trucking industries.

J. Kevin McHugh has been a member of our Board of Directors since August 2011 and is the chair of our compensation committee. Mr. McHugh is currently the President of JKM Management Development, a leadership development and executive coaching firm he founded in 1990. He has worked with thousands of CEOs and executive teams around the world to increase leadership effectiveness. Mr. McHugh helps executives increase organization performance by developing leadership competencies that build emotional self-awareness, and open interpersonal communication to allow executives to skillfully manage conflict, and address unspoken tensions in the C-Suite. Mr. McHugh is an internationally known and respected education resource for the Young Presidents' Organization ("YPO"), a global organization of Presidents and CEOs with more than 15,000 members. He is a former member of the organization and is a regular speaker and facilitator at YPO's Global Leadership Conference. This annual event assembles more than 3,000 Presidents and CEOs from around the world to learn how to lead other CEOs at local chapter levels. Prior to starting JKM Management Development, Mr. McHugh performed in a variety of executive sales and marketing positions in closely held corporations and served for six years as the President and CEO of a regional capital goods distribution company. As an entrepreneur, Mr. McHugh also founded and operated a chain of retail candle stores from 1994 to 2003. Mr. McHugh holds a BS in Marketing from St. Joseph's University and has received extensive post-graduate education in personality assessment, leadership development and executive coaching. He is certified in numerous behavioral assessment methodologies. Mr. McHugh brings his deep experience in management and leadership development to the Board.

        James Chapman has been a member of our Board of Directors since August 2011. Mr. Chapman is the non-executive Chairman of CSC ServiceWorks, Inc., an outsourced services provider to multi-family housing and related commercial property managers, and has been affiliated with CSC and affiliates since 1992. Mr. Chapman also serves as a non-executive Advisory Director of SkyWorks Capital, LLC, an aviation and aerospace management consulting services company based in Greenwich, Connecticut, which he joined in December 2004. Prior to SkyWorks, he was associated with Regiment Capital Advisors, LP, an investment advisor based in Boston specializing in high yield investments, which he joined in January 2003. Mr. Chapman has over 30 years of investment banking experience in a wide range of industries including aviation/airlines, metals/mining, natural resources/energy, automotive/general manufacturing, financial services, real estate and healthcare. Presently, he serves as a member of the Board of Directors of AerCap Holdings NV (NYSE: AER), Tembec Inc. (TO: TMB) and Tower International, Inc. (NYSE: TOWR). In addition, Mr. Chapman is a Board member of several private companies and serves on the Advisory Board of Houlihan Lokey. Mr. Chapman received an MBA with distinction from Dartmouth College and was elected an Edward Tuck Scholar. He received his BA degree, with distinction, magna cum laude, at Dartmouth College and was elected to Phi Beta Kappa, in addition to being a Rufus Choate Scholar. Mr. Chapman has significant experience as an executive and board member of numerous public and private companies, and has unique experience in investment banking and capital raising activities.

        Edrienne Brandon joined the Board in August 2014 and is the chair of our nominating/corporate governance committee. Mrs. Brandon is a co-founder and chief executive officer for Ablaze Ventures, a firm that provides entrepreneurs with value-added capital and resources to maximize their potential. From May 2009 to April 2015, Ms. Brandon worked at Volcano Corporation, a $390 million public medical device company, where she was responsible for commercial marketing and product management for the company's coronary imaging business. During the last fifteen years, she has led close to twenty commercial launches as well as directed activities in corporate strategy, brand management, product development, commercial marketing, investor relations and operations. Mrs. Brandon has worked for global leaders such as Procter & Gamble, Ophthonix, GlaxoSmithKline,

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Phillips, Volcano Corporation and GreatCall/Jitterbug as well as start-up companies. Mrs. Brandon started her career as a management consultant for Ernst & Young. Her board service has included the Duke University Trinity Board of Visitors, the Duke Board of Trustees Committee on Institutional Advancement, Harvard Business School Admissions, The Family Tree, and City Heights Prep School. Mrs. Brandon earned her MBA from Harvard Business School, and her BA from Duke University, where she was a two-term Class President, Commencement Speaker, and Griffith University Service Award recipient. Mrs. Brandon brings her significant experience in marketing, external relations and general management to the Board.

        Gerry Czarnecki joined the Board of Directors in August 2014 and is the chair of our audit committee. Mr. Czarnecki has served since 1994 as the Chairman and Chief Executive Officer and the principal stockholder of The Deltennium Group, Inc., which has interests in a range of principal investments, as well as a broad consulting practice that helps organizations achieve peak performance through effective leadership, focused strategy, effective organization and sound financial management. He is a member of the board of directors of State Farm Insurance Company and Chairman of the audit committee; member of the board of directors of State Farm Bank and State Farm Fire & Casualty; Chairman of the board of directors of MAM Software Group, Inc.; and member of the board of directors of JA Worldwide, Inc. and Chairman of the compensation committee. Prior to forming The Deltennium Group, Mr. Czarnecki was president of UNC Incorporated, a diversified aerospace and aviation company engaged in manufacturing, after-market services and military outsourcing services, the Senior Vice President of Human Resources and Administration of IBM Corporation, and held a number of executive positions in the retail banking and consumer financial services industry. Mr. Czarnecki holds a BS in Economics from Temple University, an MA in Economics from Michigan State University, a Doctor of Humane Letters from National University and is a Certified Public Accountant. Mr. Czarnecki has broad experience as an executive and a consultant, and brings that expertise to the Board.

Family Relationships

        Sarah Amico, our Executive Chairperson, is the daughter of T. Michael Riggs, a member of our Board and our Chief Executive Officer, President and Treasurer. Katie G. Helton, our Executive Vice President, Assistant Secretary and Associate General Counsel, is the daughter of T. Michael Riggs and the sister of Sarah Amico. Otherwise, there are no family relationships among any of our directors or executive officers.

Board Leadership Structure and Role in Risk Oversight

        Our Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. Our Board understands that there is no single, generally accepted approach to providing board leadership and recognizes that, depending on the circumstances, other leadership models might be appropriate. Accordingly, the Board periodically reviews its leadership structure. Our board leadership structure currently consists of Sarah Amico, who is an employee of JCHC and serves as our Executive Chairperson, and T. Michael Riggs, who is a member of our Board and our Chief Executive Officer. The Board believes that this is the most appropriate structure based on our Chairperson's significant marketing and business experience and on our Chief Executive Officer's extensive experience and in-depth knowledge of the Company and the industry, and the Board believes that this structure will provide a clear, well-defined focus for the chair of command to execute the Company's business plans and strategic initiatives. Additionally, Mr. Torrence has served as our lead director since November 2013, and brings significant leadership to the Board, particularly with respect to the automotive and trucking industries.

        One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its standing committees; our audit

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committee, our compensation committee and our nominating/corporate governance committee, each of which addresses risks specific to its area of oversight. In particular, our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management takes to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our nominating/corporate governance committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct.

Committees of the Board of Directors

        Nominating/Corporate Governance Committee.    Our nominating/corporate governance committee is comprised of four directors: Ms. Brandon (Chair), Ms. Amico and Messrs. Torrence and Chapman. The nominating/corporate governance committee's primary functions are to: (1) identify and recommend to the Board individuals qualified to become directors and (2) take a leadership role in shaping the corporate governance of the Company and overseeing the evaluation of the Board and management.

        Compensation Committee.    Our compensation committee is comprised of four directors: Messrs. McHugh (Chair), Schickel and Ferguson and Ms. Brandon. The compensation committee's primary functions are to: (1) provide assistance and recommendations to the Board relating to the compensation (both cash and equity) and the philosophies, plans, policies and programs for the Company's employees, officers and directors; (2) oversee preparation of reports on compensation and related matters to be included in any reports filed with or furnished to the SEC and (3) review and make recommendations to the Board regarding the Company's dividend policy.

        Audit Committee.    Our audit committee is comprised of four directors: Messrs. Czarnecki (Chair), McHugh, Torrence and Schickel. Our audit committee, pursuant to its written charter, among other matters, oversees: (1) the financial reporting process, including the integrity of our financial statements and systems of internal controls regarding finance, accounting, legal compliance and ethics; (2) compliance with legal and regulatory requirements regarding finance; (3) the qualifications and independence of our independent auditors; (4) management of our financial risk; and (5) the performance of our internal audit function and independent auditors. Duties of the audit committee also include the following:

•

retains and terminates, determines compensation of and oversees the work of independent auditors selected to audit our financial statements or to perform related work;

•

reviews the scope of the proposed annual audit for the current year and audit procedures to be applied and generally oversees the auditing process;

•

reviews the methodology and effectiveness of our internal control procedures;

•

resolves identified material weaknesses and reportable conditions in internal controls;

•

reviews and submits to the Board for approval updates to the audit committee's charter and activities on an annual basis;

•

investigates any matter brought to its attention within the scope of its authority and responsibility;

•

has sole authority to review and give prior approval for any non-audit services to be performed by the independent auditors, consistent with rules and regulations of the SEC; and

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•

reviews and discusses with management and the independent auditors our policies with respect to risk assessment and risk management and any significant risk exposures to which our business is subject, and assesses the steps management has taken to monitor and control such risks.

Compensation Committee Interlocks and Insider Participation

        None of our executive officers serves, or in the past has served, as a member of the Board or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or our compensation committee. None of the members of our compensation committee is, or has ever been, an officer or employee of our company, other than Kirk Ferguson, who was as of December 31, 2015 an employee solely for the purposes of the provision of health care, and John Jacob Schickel, who was previously a consultant of JCL.

Code of Business Conduct and Ethics

        The Company does not currently have a written code of ethics which applies to its executive officers. However, the Company believes that the Board adequately monitors the activities of management to ensure that its executive officers maintain proper ethical standards.

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EXECUTIVE COMPENSATION

Summary Compensation Table

        The following table summarizes information regarding the compensation awarded to, earned by or paid to our Chief Executive Officer and the two other most highly paid executive officers during the two years ended December 31, 2015. We refer to those individuals as our named executive officers, or NEOs.

Name	Year		Salary ($)		Bonus ($)		All Other(4) Compensation ($)		Total ($)
T. Michael Riggs(1)		2015		650,000		—		28,448		678,448
Chief Executive Officer, President & Treasurer		2014		700,000		850,000		26,133		1,576,133
Michael S. Testman(2)		2015		400,000		—		15,515		415,515
Chief Financial Officer		2014		418,500		513,000		4,081		935,581
Theo Ciupitu(3)		2015		330,000		—		7,901		337,901
Executive Vice President, Secretary and General Counsel		2014		346,500		397,000		6,101		749,601

(1)

Mr. Riggs' annual base salary was reduced from $750,000 to $650,000 on July 1, 2014. In 2014, discretionary incentives related to the Allied Acquisition integration were approved by the compensation committee and paid to Mr. Riggs.

(2)

Mr. Testman's base salary was increased from $363,000 to $400,000 on February 1, 2014. In 2014, discretionary incentives related to the Allied Acquisition integration were approved by the compensation committee and paid to Mr. Testman.

(3)

Mr. Ciupitu's annual base salary was increased from $297,000 to $330,000 on February 1, 2014. In 2014, discretionary incentives related to the Allied Acquisition integration were approved by the compensation committee and paid to Mr. Ciupitu.

(4)

All Other Compensation is comprised of the cost attributable to the personal use of Company vehicles and the associated taxes thereon paid by the Company for the benefit of each executive. For Mr. Riggs, this amount also includes $19,549 for life insurance policy premiums.

Narrative to Summary Compensation Table

        Prior to the establishment of the compensation committee in February 2014, the Board had the responsibility for administering and overseeing all elements of our executive compensation program. Our Board and the compensation committee have adopted a broad philosophy for the manner in which our executives are compensated. The goal of our executive officers compensation program is to attract, motivate and retain executive officers who are critical to our success, while holding them accountable for their own personal performance and for our performance. Our Board has evaluated, and the compensation committee will continue to evaluate, the need for revisions to our executive compensation program to ensure our program is competitive with the companies with which we compete for superior executive talent. As part of this process, consideration is given to the competitiveness of the elements of compensation packages we offer to our executives.

        On a yearly basis, our Board considers whether to adjust the salary component of overall compensation in light of the overall compensation package for each executive and how the balance of the components for an individual matches the overall compensation philosophy. In determining cash compensation levels for executives, the Board has considered, and the compensation committee will consider, the qualifications of the executive, our current needs and expected future needs, the competitive opportunities for individuals with similar executive skill sets and experience and the expected budget.

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        A significant component of the compensation package for our NEOs consists of a cash bonus tied to our success, pursuant to the terms of each named executive officer's employment agreement. See "—Employment Agreements with Named Executive Officers." Prior to 2015, each NEO's employment agreement provided for a bonus payment as a percentage of salary upon our achievement of certain specified percentages of adjusted, projected consolidated EBITDA, or EBITDA Target. At the beginning of the fiscal year, the Board would set an EBITDA Target (which could be the same or different for each officer) that is difficult to achieve but which was in line with the Board's expectations for growth. Beginning in 2015, each NEO's employment agreement provides for an annual, performance-based, discretionary bonus of up to fifty percent (50%) of their then current base salary as determined by the Board (or the compensation committee) in its sole and absolute discretion. Each NEO also has the opportunity to receive an additional bonus in the discretion of the Board. We did not pay bonuses to any of our NEOs for fiscal year 2015 as the Company did not achieve the budget metrics established by the Board.

        Finally, we believe it is important for executives to have incentives that are aligned with our shareholders. From time to time, the Board will award equity to certain executives in recognition of exemplary performance or upon the commencement of an executive's employment. These equity awards generally consist of non-voting stock or options to purchase non-voting stock. However, the options will relate to stock of our parent Jack Cooper Enterprises, Inc.

Employment Agreements with Named Executive Officers

        In connection with the continued employment of each of Mr. Riggs as CEO and Mr. Ciupitu as General Counsel and Executive Vice President, JCHC entered into a letter agreement with each executive, which were executed on December 1, 2014 in the case of Mr. Riggs and November 17, 2014 in the case of Mr. Ciupitu, and which were effective as of January 1, 2015. The agreements with Messrs. Riggs and Ciupitu replaced their agreements that expired on December 31, 2014.

        Pursuant to the employment agreements, JCHC will pay Mr. Riggs an initial yearly base salary of $650,000, and Mr. Ciupitu an initial yearly base salary of $330,000. Each executive's initial yearly base salary is subject to periodic increases: in the case of Mr. Riggs, as determined by the Board of Directors of JCHC or the compensation committee, and in the case of Mr. Ciupitu, as determined by the Chairman, the CEO or the Board of Directors of JCHC.

        Each executive's employment agreement continues unless terminated pursuant to its terms. Each executive will have the opportunity to receive an annual, performance-based, discretionary bonus of up to fifty percent (50%) of his then current base salary, as determined by the Board of Directors of JCHC, the compensation committee, the Chairman or the CEO, as may be applicable. Furthermore, each executive has the opportunity to receive additional discretionary bonuses: in the case of Mr. Riggs, as determined by the Board of Directors of JCHC or the compensation committee, and in the case of Mr. Ciupitu as determined by the Chairman, CEO or the Board of Directors of JCHC, in his or its sole discretion. Each named executive officer will be entitled to participate in JCHC's benefit programs and will be reimbursed for certain business expenses. JCHC will also provide each executive with a car allowance of $650 per month. If JCHC terminates an executive without cause within five (5) years of the effective date of the letter agreement, JCHC will be required to pay that executive the salary, bonuses and benefits that he or she is owed through the last day of actual employment, plus a severance payment equal to his or her initial base salary for either eighteen (18) months following termination or until the fifth (5th) anniversary of the effective date of the letter agreement, whichever is earlier. The payment of severance is contingent on the executive's execution of an irrevocable separation agreement and general release of claims. No severance is due upon JCHC's termination of an executive for cause, or upon the executive's resignation.

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        Each executive's employment agreement includes non-solicitation provisions, pursuant to which the executive has agreed, during the term of his employment and for two (2) years after his or her termination, not to solicit any business from the customers of the Company or any of its affiliates, or the JC Companies, with whom he or she had material contact during his or her employment with any JC Company. Further, the executive's agreement includes an agreement, during the term of employment and for two (2) years thereafter, not to solicit, divert, hire, or attempt to solicit, divert or hire employees of any JC Company, and non-competition provisions pursuant to which he or she has agreed not to own, manage, operate, join, control, be employed by or with, or participate in any manner with a competing business in any geographic areas where he or she was undertaking duties or responsibilities for a JC Company within two (2) years prior to termination, where doing so will require the executive to offer or provide products or services of the type conducted, authorized, offered or provided by any JC Company within two (2) years prior to termination. Each executive has also agreed to hold all confidential information in the strictest confidence during the term of his or her employment and for three (3) years following his or her termination, that any inventions during his or her employment with any JC Company shall be the sole and exclusive property of JCHC, and has granted JCHC a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, and fully paid-up license and rights to all intellectual property which the executive owns or has an interest in and uses, provides, or incorporates into any goods, services, systems, or operations of any JC Company.

Potential Payments upon Termination or Change in Control

        As discussed above, if JCHC terminates an executive without cause within five (5) years of the effective date of the letter agreement, JCHC will be required to pay that executive the salary, bonuses and benefits that he or she is owed through the last day of actual employment, plus a severance payment equal to his or her initial base salary for either eighteen (18) months following termination or until the fifth (5th) anniversary of the effective date of the letter agreement, whichever is earlier. The payment of severance is contingent on the executive's execution of an irrevocable separation agreement and general release of claims. No severance is due upon JCHC's termination of an executive for cause, or upon the executive's resignation. There are no separate payments triggered upon a "change in control", and a "change in control" termination is treated the same as any other termination.

        For the purposes of our employment agreement with our NEOs, "cause" means: (i) a breach of the letter agreement, which breach is not cured by the NEO within thirty (30) days following the date that the Company provides written notice to the NEO of such breach and the circumstances of such breach is reviewed with the NEO by the Chairman, the General Counsel, and a human resources representative of the Company; (ii) the NEO's gross negligence, gross misconduct, fraud, or dishonesty in connection with his or her performance of his or her duties, as determined by the Board of Directors of the Company in its reasonable and good faith judgment; (iii) the conviction of the NEO for a felony or crime involving moral turpitude; (iv) the commission of a willful act by the NEO causing harm to the Company or any other JC Company which harm, when capable of cure, is not cured within thirty (30) days following the date the Company provides notice thereof; (v) the NEO's willful refusal to follow the lawful directives of the Board of Directors of the Company consistent with his or her job title; or (vi) the NEOs failure to follow any policies or procedures of the Company following the date the Company provides written notice of such failure.

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        The following table sets forth the payments that would have been owed to our NEOs, if their employment had ended on December 31, 2015:

		Termination
Name	Benefit	Upon Death or Disability $		By the Company Without Cause $		By the Executive for Good Reason $		By the Company for Cause or by the Company Without Good Reason $
T. Michael Riggs	Cash Payments		—		975,000		—		—
	Benefits		—		—		—		—
Michael S. Testman(1)	Cash Payments		—		—		—		—
	Benefits		—		—		—		—
Theo Ciupitu	Cash Payments		—		495,000		—		—
	Benefits		—		—		—		—

(1)

Mr. Testman's employment agreement with the Company expired on December 31, 2014.

Director Compensation

        On September 1, 2014, our Board established a new compensation program for our directors. Pursuant to this compensation program, the compensation for all of our directors who are not executive officers will continue to be set at $1,000 per week, and effective as of October 1, 2014, the compensation for our lead director, Mr. Torrence, was set at $1,200 per week.

        Pursuant to the new compensation program, effective as of January 1, 2014, the audit committee chairman is paid an annual retainer of $25,000 and the other audit committee members are paid an annual retainer of $12,500, the compensation committee chairman is paid an annual retainer of $17,500 and the other compensation committee members are paid an annual retainer of $8,750, and the nominating/corporate governance committee chairman is paid an annual retainer of $10,000 and the other governance committee members are paid an annual retainer of $5,000. All of the retainers are paid quarterly in advance. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance in-person at board and committee meetings.

        The following table presents information relating to total compensation of the directors for the fiscal year ended December 31, 2015. Information with respect to the compensation of Messrs. Riggs and Testman and Ms. Amico as executive officers of the Company is included above in the "Summary Compensation Table"; they do not receive compensation for their service as directors.

Name	Fees Earned or Paid in Cash		Total
Edrienne Brandon	$	65,021	$	65,021
Gerry Czarnecki		77,000		77,000
J. Kevin McHugh		75,438		75,438
J.J. Schickel		73,250		73,250
James Chapman		57,000		57,000
Kirk Ferguson		67,313		67,313
Sam Torrence		79,900		79,900

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        All outstanding common stock of the Company is owned by our parent company, JCEI.

        The following table sets forth certain information at April 1, 2016 about the beneficial ownership of the voting Class A Common Stock in JCEI, by: (i) each of our directors; (ii) each of our named executive officers; and (iii) all of the directors and executive officers as a group. Unless otherwise indicated, the beneficial owners of JCEI voting Class A Common Stock listed below have sole voting and investment power with respect to all shares shown as beneficially owned by them:

	Beneficial Ownership
Name of Beneficial Owner	Number of Class A Shares			Percent of Class
T. Michael Riggs		632,260	(1)		78.95	%
Sam Torrence		1,000			*
Kirk Ferguson		1,000			*
J.J. Schickel		1,000			*
Gerry Czarnecki		1,000			*
Michael S. Testman		—			—
Sarah Amico		—			—
Theo Ciupitu		—			—
James Chapman		—			—
Edrienne Brandon		—			—
J. Kevin McHugh		—			—
Directors & Executive Officers as a Group		636,260			79.45	%

*

Represents beneficial ownership of less than 1.00%.

(1)

All 632,260 shares of common stock are owned by the T. Michael Riggs Family Trust of 2014, of which Mr. Riggs and Aaron Brown serve as co-trustees. Mr. Riggs has sole voting and dispositive power with respect to shares owned by such trust.

        The following table sets forth certain information at April 1, 2016 about the beneficial ownership of the non-voting Class B Common Stock in JCEI (on an issued and outstanding basis) by: (i) each of our directors; (ii) each of our named executive officers; and (iii) all of our directors and executive officers as a group. Unless otherwise indicated, the beneficial owners of our non-voting Class B

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Common Stock listed below have sole investment power with respect to all shares shown as beneficially owned by them:

	Beneficial Ownership
Name of Beneficial Owner	Number of Class B Shares			Percent of Class
T. Michael Riggs		121,823	(1)		24.95	%
Michael S. Testman		49,365			10.11	%
Theo Ciupitu		43,880			8.99	%
J.J. Schickel		11,970			2.45	%
Kirk Ferguson		11,970			2.45	%
James Chapman		5,990			1.23	%
J. Kevin McHugh		5,265			1.08	%
Sarah Amico		3,996	(2)		*
Sam Torrence		3,995			*
Gerry Czarnecki		1,000			*
Edrienne Brandon		—			—
Jeff Herr		—			—
Brian Varano		—			—
Riki Howard		—			—
Directors & Executive Officers as a Group		259,254			53.10	%

*

Represents beneficial ownership of less than 1.00%.

(1)

56,442 shares of Class B Common Stock are owned by the T. Michael Riggs Family Trust of 2014, of which Mr. Riggs and Aaron Brown serve as co-trustees. Mr. Riggs has sole voting and dispositive power with respect to shares owned by such trust. 34,642 shares of Class B Common Stock are owned by TMR Capital, LLC. Mr. Riggs is the sole member and has sole voting power with respect to shares owned by TMR Capital, LLC. 30,739 shares of Class B Common Stock are owned by the TMR 2014 Family Trust, of which Katie Helton, Mr. Riggs' daughter, and Aaron Brown serve as co-trustees.

(2)

3,996 shares of Class B Common Stock are owned by the SLRA 2014 Family Trust, of which Andrea Amico, Ms. Amico's husband, and Veronica Scheurich serve as co-trustees.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The following is a description of transactions since January 1, 2013, to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or persons affiliated with them, hold or will have a direct or indirect material interest.

Relationship with EVE Partners and Eve Merchant.

        We have engaged EVE Partners, LLC, or EVE Partners, as our non-exclusive financial advisor in connection with developing a diversification strategy and the evaluation and structuring of any one or more potential financing or acquisition transactions, including, but not limited to, the purchase of certain assets or business interests of certain prospects. EVE Partners' co-founder and 50% owner, J.J. Schickel, also serves on our Board. Our agreement with EVE Partners has a term of 12 months from July 7, 2010, which automatically renews until terminated upon giving 30 days' notice. Amounts payable to EVE Partners include: (i) a retainer in the amount of $8,000 per month; and (ii) a transaction fee or a financing fee as mutually negotiated in advance of executing a letter of intent with

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respect to any potential transaction. Under this agreement, EVE Partners received payments of $0.1 million during the years ended December 31, 2015 and 2014.

        Our subsidiary, JCL, has also engaged Eve Merchant, LLC, or Eve Merchant, as a non-exclusive advisor in connection with certain operations of the company, including, without limitation, making J.J. Schickel available to provide certain services as JCL's chairman, vice chairman, chief executive officer or president, as applicable. Under this agreement, Eve Merchant receives a non-refundable retainer of $12,667 per month. J.J. Schickel is the founder and 100% owner of Eve Merchant. Eve Merchant held a minority interest in JCL until purchased in December 2012 (as discussed above) and owned Series E Preferred Stock of JCHC until we redeemed it in full in 2013. Under this agreement, Eve Merchant received payments of $0.2 million during the years ended December 31, 2015 and 2014.

Employment Agreements.

        We have employed, and continue to employ, immediate family members of certain of our directors, such as two of Mr. Rigg's daughters, Sarah Amico and Katie Helton, Mr. Rigg's son-in-law and Sarah Amico's husband, Andrea Amico, and Mrs. Brandon's husband, Wesley Brandon. Mrs. Amico receives compensation of $200,000 as the Executive Chairperson of the Board under an employment agreement dated as of December 1, 2014 and effective as of January 1, 2015. Mrs. Helton receives compensation as the Executive Vice President, Assistant Secretary and Assistant General Counsel under an employment agreement effective as of January 1, 2015. Mr. Amico received compensation as the President of JCL under an employment agreement of approximately $202,700 for the year ended December 31, 2015. Mr. Brandon receives compensation as the Vice President of Corporate Development and Strategy under an employment agreement of $210,000, effective March 3, 2014. Messrs. Amico and Brandon and Mrs. Helton receive health and other benefits customarily provided to similarly situated employees.

        Indemnification Agreements.    We have entered into indemnification agreements with each of our directors and with certain of our officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

        Advance to Kevin McHugh.    On July 8, 2014, we loaned Mr. McHugh, one of our directors, $318,532.50, which he used to pay the exercise price for 5,265 options to purchase our then-existing Class B common stock. The loan bore interest at a rate of 0.40% per annum. The loan was paid back in full, plus interest, with part of the proceeds Mr. McHugh received from the dividend payment we made on July 9, 2014.

        Refurb 1.    A brother-in-law of Craig Irwin, an employee of JCHC and the former president of Jack Cooper Transport, is the owner of Refurb 1, LLC, or Refurb 1, a truck and trailer refurbishment and reconditioning business. We paid Refurb 1 approximately $2.1 million and $3.0 million during the years ended December 31, 2015 and 2014, respectively, for services rendered. In addition, Craig Irwin's brother-in-law issued a promissory note to Jack Cooper Transport in the amount of $225,416.82, which accrues interest at 10.0% per annum and matures on August 15, 2016.

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DESCRIPTION OF OTHER INDEBTEDNESS

Debt and Financing Arrangements

        Revolving credit facility.    We are party to a revolving credit facility, which provides $100 million in aggregate borrowing capacity, subject to a borrowing base. Loans under the revolving credit facility bear interest at a floating rate and may be maintained as base rate loans (tied to the greatest of the prime rate, the federal funds rate plus 0.5% and the one month LIBOR rate plus 1%) or as LIBOR rate loans (determined by reference to the applicable rate for LIBOR loans for the selected interest period) plus an applicable margin, which is determined based upon the amount outstanding. The revolving credit facility is guaranteed by all of our domestic subsidiaries and is secured by a first-priority security interest in most of our assets, including rigs and other vehicles, accounts receivable, inventory, deposit and security accounts and tax refunds, and a second lien on certain of our other assets. The revolving credit facility matures at the earlier of (i) June 18, 2018 or (ii) the date that is 90 days prior to the then extant maturity date of the term loan.

        The revolving credit facility contains customary representations, warranties and covenants including, but not limited to, certain limitations on our ability to incur additional debt, guarantee other obligations, create or incur liens on assets, make investments or acquisitions, make certain dispositions of assets, make optional payments or modifications of certain debt instruments, pay dividends or other payments to our equity holders, engage in mergers or consolidations, sell assets, change our line of business and engage in transactions with affiliates. If availability under the revolving credit facility falls below 12.50% of the maximum revolver amount, the Company will be required to maintain a fixed charge coverage maintenance ratio of at least 1.10:1.00 for a specified time. If excess availability under the revolving credit facility falls below 12.50% of the maximum revolver amount, the lender may automatically sweep funds from our cash accounts to pay down the revolver. At December 31, 2015 and 2014, our availability under the revolving credit facility exceeded the specified threshold amounts and accordingly, we were not in a financial covenant period. During the year ended December 31, 2015, borrowings under the revolving credit facility ranged from $14.9 million to $80.2 million, and during the year ended December 31, 2014, borrowings under the revolving credit facility ranged from $48.8 million to $79.7 million.

        Term loan.    We are party to a senior secured term loan facility in the principal amount of $62.5 million, issued at a 4.0% discount, with MSDC. The term loan has a maturity date of October 18, 2018. We used the proceeds from the term loan to pay down outstanding borrowings on our revolving credit facility and for general business purposes.

        As of December 31, 2015, the term loan bore an interest rate of LIBOR plus 6.0% per annum, subject to a LIBOR floor of 3.0%. On December 23, 2015, the Company entered into an amendment to the term loan which extended the maturity date of the term loan to October 18, 2018 and, effective January 2, 2016, increased the applicable interest rate on the term loan by 1.0% per annum. As a result, effective January 2, 2016, the term loan bears interest at a rate of LIBOR plus 7.0% per annum, subject to a LIBOR floor of 3.0% per annum. Further, if the term loan is prepaid with the proceeds of a qualified equity raise, the Company will pay an additional premium equal to the present value of the additional 1.0% interest accruing from January 2, 2016, if paid through the maturity date, as a make whole premium. In consideration for the amendment, the Company paid MSDC a fee of $0.6 million.

        The term loan is guaranteed by the domestic subsidiaries of the Company and is secured by substantially all of the assets of the Company and its domestic subsidiaries and a pledge of the outstanding equity of the Company's domestic subsidiaries and 65% of the outstanding equity of the Company's first-tier foreign subsidiaries. MSDC's liens have first priority status on the ABL Collateral (as defined in the Indenture) and second priority status on the Notes Collateral (as defined in the Indenture) to the same extent as the liens of the lenders under the revolving credit facility in such assets, but are junior to the liens of the lenders under the revolving credit facility. The term loan also contains certain customary affirmative and negative covenants and events of default for financings of its type.

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DESCRIPTION OF THE EXCHANGE NOTES

        Jack Cooper Holdings Corp. (the "Issuer") will issue the Exchange Notes under the indenture dated as of June 18, 2013 (the "Indenture") among the Issuer, the Guarantors from time to time party thereto, and U.S. Bank National Association, as Trustee (the "Trustee") and as collateral agent (the "Notes Collateral Agent") pursuant to which the Company previously issued the Original Notes. The Exchange Notes will be subject to and governed by the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The terms of the Exchange Notes will include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. Unless the context requires otherwise, all references to the "Notes" include the Original Notes and the Exchange Notes and all references to the guarantees or the "Note Guarantees" include the Original Guarantees and the Exchange Guarantees. The Exchange Notes, the Original Notes and any Additional Notes (as defined below) will be treated as a single class for all purposes of the Indenture.

        The statements under this caption relating to the Indenture, the Notes, the Intercreditor Agreement and the Security Documents are summaries and are not a complete description thereof, and where reference is made to particular provisions, such provisions, including the definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the Indenture, the Notes, the Intercreditor Agreement and the Security Documents. The definitions of certain capitalized terms used in the following summary are set forth below under "—Certain Definitions". Copies of the Indenture, the Notes, the Intercreditor Agreement and the Security Documents are available upon request from the Issuer. We urge you to read these documents carefully because they, and not the following description, will govern your rights as a Holder of the Notes.

General

        The Issuer may issue additional notes under the Indenture (the "Additional Notes"), subject to the limitations described below under the covenants "Limitation on Incurrence of Debt" and "Limitation on Liens" (including the "Permitted Additional Pari Passu Obligations" definition). The Notes and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, and, except as otherwise specified herein, all references to the "Notes" include any Additional Notes. Any Additional Notes will be secured, equally and ratably with the Notes, by the Liens on the Collateral described below under "—Security". Additional Notes that are not fungible with the Notes for U.S. federal income tax purposes will be issued with a different CUSIP number.

        Interest on the Notes is payable at a rate of 9.25% per annum. References herein to interest on the Notes will be deemed to include all Additional Interest, if any. Interest on the Notes is payable semiannually in cash in arrears on June 1 and December 1 of each year. The Issuer makes each interest payment to the Holders of record of the Notes on the immediately preceding May 15 and November 15. Interest on the Notes accrues from and including the most recent date to which interest has been paid or if no interest has been paid. Interest is calculated based on a 360-day year consisting of 12 months of 30 day.

        Principal of and premium, if any, and interest on the Notes is payable, and the Notes are transferable, at the office or agency of the Issuer maintained for such purposes, which, initially, will be the corporate trust office of the Trustee or an agent thereof; provided, however, that payment of interest may be made at the option of the Issuer by check mailed to the Person entitled thereto as shown on the security register. The Notes will be issued only in fully registered form without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. No service charge will be made for any registration of transfer, exchange or redemption of Notes, except in certain circumstances for any tax or other governmental charge that may be imposed in connection therewith.

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Guarantees

        The Notes and the Issuer's Obligations under the Indenture are guaranteed (the "Note Guarantees"), on a joint and several basis, by each of our existing and future direct and indirect Wholly-Owned Restricted Subsidiaries (other than Foreign Subsidiaries and as set forth under "—Certain Covenants—Additional Note Guarantees"; provided that in any event the Notes and Issuer's Obligations under the Indenture must be guaranteed by any Subsidiary that guarantees or is a co-borrower under any Credit Facility) (each such Person, a "Guarantor" and, collectively, the "Guarantors"). The Note Guarantees are senior secured obligations of each Guarantor and rank equally with all existing and future senior Debt of such Guarantor and senior to all subordinated Debt of such Guarantor as described below. This provision may not be effective to protect the Note Guarantees from being voided under fraudulent transfer law, which may eliminate the Guarantor's obligations or reduce such obligations to an amount that effectively makes the Guarantee worthless. The Note Guarantees are secured by Liens on the Collateral described below under "—Security".

        All of the Issuer's Subsidiaries are currently "Restricted Subsidiaries". Under the circumstances described below under "—Certain Covenants—Limitation on Creation of Unrestricted Subsidiaries," any of the Issuer's Subsidiaries may be designated as "Unrestricted Subsidiaries". Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture and will not guarantee the Notes. Claims of creditors of non-Guarantor Subsidiaries, including trade creditors, and claims of minority stockholders (other than the Issuer and the Guarantors) of those Subsidiaries will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Issuer and the Guarantors, including Holders of the Notes.

        The Indenture provides that the Note Guarantee of a Guarantor will be automatically and unconditionally released:

        (a)   in the event of a sale or other transfer (including by way of consolidation or merger) of Capital Interests in such Guarantor in compliance with the terms of the Indenture following which such Guarantor ceases to be a Subsidiary;

        (b)   in connection with any sale, disposition or transfer of all or substantially all of the assets of such Guarantor (including by way of consolidation or merger) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale, disposition or transfer does not violate the "Asset Sale" and "Consolidation, Merger, Conveyance, Transfer or Lease" provisions of the Indenture, including the application of the Net Proceeds therefrom; provided, however, that such Guarantor is released from its obligations as a borrower, its guarantees, if any, of, and all pledges and security, if any, granted in connection with, any Credit Facility and any other Debt of the Issuer or any Restricted Subsidiary of the Issuer;

        (c)   upon the designation of such Guarantor as an Unrestricted Subsidiary in compliance with the provisions described under "—Certain Covenants—Limitation on Creation of Unrestricted Subsidiaries";

        (d)   upon a release of such Guarantor from its obligations as a borrower, its guarantee of, and all pledges and security interest, if any, granted under the ABL Credit Agreement in connection with an enforcement action by the collateral agent under the ABL Credit Agreement as described under "—Security—Intercreditor Agreement"; provided that (x) prior to such release, such Guarantor is also a guarantor or borrower under the ABL Credit Agreement and (y) after giving effect to such release, such Guarantor will not guarantee any indebtedness of the Issuer or any of its Restricted Subsidiaries nor be obligated as a co-borrower for any indebtedness of the Issuer;

        (e)   in connection with a satisfaction and discharge of the Indenture as set forth below under "—Satisfaction and Discharge"; or

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        (f)    in connection with a legal defeasance or covenant defeasance of the Indenture as set forth below under "—Legal Defeasance and Covenant Defeasance".

        Upon any release of a Guarantor from its Note Guarantee, such Guarantor will also be automatically and unconditionally released from its obligations under the Security Documents.

Ranking

Ranking of the Notes

        The Notes are senior secured obligations of the Issuer and rank:

•

equally in right of payment with all existing and future senior Debt of the Issuer, including Debt under the ABL Credit Agreement;

•

senior in right of payment to all existing and future subordinated Debt of the Issuer;

•

effectively subordinated to the obligations of the Issuer under the ABL Credit Agreement to the extent of the value of the ABL Collateral;

•

effectively senior to the ABL Credit Agreement to the extent of the value of the Notes Collateral;

•

effectively senior to all unsecured Debt of the Issuer, to the extent of the value of the Collateral (after giving effect to the Liens securing the ABL Credit Agreement and any other senior Liens on the Collateral); and

•

structurally subordinated to all obligations of any non-Guarantor Subsidiaries.

Ranking of the Note Guarantees

        Each Note Guarantee is a senior secured obligation of each Guarantor. As such, each Note Guarantee ranks:

•

equally in right of payment with all existing and future senior Debt of such Guarantor, including Debt under the ABL Credit Agreement;

•

senior in right of payment to all existing and future subordinated Debt of such Guarantor;

•

effectively subordinated to the obligations of such Guarantor under the ABL Credit Agreement to the extent of the value of the ABL Collateral owned by such Guarantor;

•

effectively senior to the obligations of such Guarantor under the ABL Credit Agreement to the extent of the value of the Notes Collateral owned by such Guarantor; and

•

effectively senior to all unsecured Debt of such Guarantor, to the extent of the value of the Collateral (after giving effect to the Liens securing the ABL Credit Agreement and any other senior Liens on such Collateral).

Sinking Fund

        There are no mandatory sinking fund payment obligations with respect to the Notes.

Security

        The Notes and the Note Guarantees will, subject to the Intercreditor Agreement, have the benefit of the Collateral, which consists of (i) the Notes Collateral, as to which the Holders of the Notes and holders of Permitted Additional Pari Passu Obligations have a first-priority security interest (subject to Permitted Collateral Liens) and the Bank Lenders and certain other holders of Credit Facility

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Obligations have a second-priority security interest, and (ii) the ABL Collateral, as to which the Bank Lenders and certain other holders of Credit Facility Obligations have a first-priority security interest and the Holders of the Notes and holders of Permitted Additional Pari Passu Obligations have a second-priority security interest (subject to Permitted Collateral Liens). See "—Intercreditor Agreement". As of the date hereof, the holders of Credit Facility Obligations are the Bank Lenders and the lenders under the term loan with MSDC (the "Term Loan Facility").

        The Issuer and the Guarantors will be able to incur additional Debt in the future which could share in the Collateral. The amount of all such additional Debt will be limited by the covenants described under "—Certain Covenants—Limitation on Incurrence of Debt" and "—Limitation on Liens". Under certain circumstances the amount of such additional Debt could be significant and such additional Debt may be secured. Certain assets of the Issuer and its Subsidiaries will be excluded from the Collateral. See "—Notes Collateral" and "Risk Factors—Risks Related to the Notes". Although the Indenture contains limitations on the amount of additional Debt that the Issuer and its Restricted Subsidiaries (including the Guarantors) may incur, under certain circumstances the amount of such Debt could be substantial and such Debt may be secured. See "—Certain Covenants—Limitation on Incurrence of Debt". In 2015, the Company incurred a term loan in the aggregate principal amount of $62.5 million in accordance with the covenants and the term loan qualifies as an "Additional ABL Credit Agreement" under the Intercreditor Agreement with the same status relative to the Notes as the ABL Credit Agreement.

Notes Collateral

        The Notes Collateral is pledged as collateral to the Notes Collateral Agent for the benefit of the Trustee, the Notes Collateral Agent, the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations. The Notes and Note Guarantees are secured by first-priority security interests in the Notes Collateral, subject to Permitted Collateral Liens. The Notes Collateral consists of the following assets of the Issuer and the Guarantors (collectively, the "Grantors"):

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all of the Capital Interests held by the Grantors (which, in the case of any equity interest in any Foreign Subsidiary, will be limited to 100% of the non-voting stock (if any) and 65% of the voting stock of such Foreign Subsidiary), except to the extent constituting Excluded Assets (as defined below);

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real properties owned by the Grantors with a fair market value in excess of $3.0 million ("Mortgaged Real Property");

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equipment, other than Vehicles;

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patents, trademarks, copyrights and other intellectual property;

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general intangibles, instruments, books and records and supporting obligations related to the foregoing and proceeds of the foregoing (except to the extent any of the foregoing constitute ABL Collateral);

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any promissory notes or other instruments; and

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substantially all of the other tangible and intangible assets of the Grantors (including all proceeds of any of the foregoing), other than (i) the ABL Collateral and (ii) Excluded Assets.

        The Indenture and the Security Documents exclude certain property (together, the "Excluded Assets") from the Collateral, including:

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any lease, license, contract, permit, charter or agreement to which any Grantor is a party or any of its rights or interests thereunder if, and for so long as, the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or

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interest of any Grantor therein, or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, permit, charter or agreement (other than to the extent that any such term would be rendered ineffective pursuant to relevant sections of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the bankruptcy code) or principles of equity); provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement that does not result in any of the consequences specified in subclauses (i) or (ii) above; provided further that such security interest shall attach to the right to receive the payment of money (including, without limitation, accounts, general intangibles and payment intangibles) or any other rights referred to in certain sections of the UCC (or any successor provision or provisions) of any relevant jurisdiction and to the proceeds of any of such lease, license, contract or agreement (unless such proceeds would otherwise be excluded pursuant to subclauses (i) or (ii) above);

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any of the outstanding Capital Interests of a Foreign Subsidiary in excess of 65% of the voting power of all classes of Capital Interests of such Foreign Subsidiary entitled to vote;

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any leased real property;

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real property owned by any Grantor having a fair market value of equal to or less than $3.0 million;

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assets otherwise constituting Notes Collateral securing Capital Lease Obligations and Purchase Money Debt, in each case, to the extent the grant of a security interest or Lien thereon to the Notes Collateral Agent is prohibited by the terms of such Debt;

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any property or assets to the extent that any law applicable thereto prohibits the creation of a security interest therein or would require a consent not obtained of any governmental authority;

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assets located outside the United States to the extent a Lien on such assets cannot be perfected by the filing of UCC financing statements in the jurisdiction of organization of the Issuer and the Guarantors;

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any Capital Interests, membership interests, or other equity or ownership interests in entities that are not Wholly-Owned Restricted Subsidiaries of the Issuer that are subject to an enforceable negative pledge provision;

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any property for which attaching a security interest would result in the forfeiture of the grantor's rights over the property, including any intent-to-use application for trademark or service mark registration prior to the filing of a "Statement of Use" or "Amendment to Allege Use" with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark or service mark application under applicable federal law; and

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certain other exceptions described in the Security Documents.

        In addition, to the extent necessary and for so long as required for a Guarantor not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the Commission (or any other governmental agency), the Capital Interests and other securities of such Guarantor shall not be included in the Collateral and shall not be subject to the Liens securing such Notes, the Note Guarantees and/or any Permitted Additional Pari Passu Obligations. In the event that Rule 3-16 of Regulation S-X under the Securities Act permits or is amended, modified or interpreted by the Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Guarantor's

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Capital Interests and other securities to secure the Notes, the Note Guarantees and the Permitted Additional Pari Passu Obligations in excess of the amount then pledged without the filing with the Commission (or any other governmental agency) of separate financial statements of such Guarantor, then the Capital Interests and other securities of such Guarantor will automatically be deemed to be a part of the Collateral but only to the extent necessary to not be subject to any such financial statement requirement.

        The Issuer conducts substantially all of its business through the Issuer's subsidiaries, one of which currently has capital stock that the Issuer estimates has a book and market value in excess of 20% of the aggregate principal amount of the outstanding Notes, or $75.0 million. The Issuer estimates that, for purposes of Rule 3-16, the value of the capital stock of Jack Cooper Transport exceeded 20% of the principal amount of the Notes as of December 31, 2015. Accordingly, the pledge of capital stock and other securities with respect to such subsidiary will be limited in value to less than 20% of the aggregate principal amount of the Notes pursuant to the provision described above. The Issuer estimates that the aggregate percentage of its consolidated assets and revenues represented by Jack Cooper Transport as of December 31, 2015 were approximately 89% and 94%, respectively.

        Subject to Permitted Collateral Liens and certain exceptions set forth in the Security Documents, only the Notes have the benefit of the first-priority security interest in the Notes Collateral. No other Debt incurred by the Grantors may share in the first-priority security interest in the Notes Collateral other than any Additional Notes and certain Debt constituting Permitted Additional Pari Passu Obligations, subject in each case to Permitted Collateral Liens.

        The Grantors have granted a second-priority lien on and security interest in the Notes Collateral for the benefit of the Bank Lenders and the lender under the Term Loan Facility to secure amounts owed under the ABL Credit Agreement, which consists of the loans outstanding under the ABL Credit Agreement made by the Bank Lenders, obligations with respect to letters of credit issued under the ABL Credit Agreement, certain hedging and cash management obligations incurred with the Bank Lenders or their affiliates and any other obligations under the ABL Credit Agreement and loans and other obligations outstanding under the Term Loan Facility. Additional Debt that is incurred by the Grantors in compliance with the terms of the Indenture may also be given a Lien on and security interest in the Notes Collateral that ranks equally or junior to the Lien of the Notes on the Notes Collateral. See "—Certain Covenants—Limitation on Liens". Except as provided in the Intercreditor Agreement, holders of such junior liens will not be able to take any enforcement action with respect to the Notes Collateral so long as any Notes are outstanding.

ABL Collateral

        Subject to the Intercreditor Agreement, the Notes, the Note Guarantees and any Permitted Additional Pari Passu Obligations are secured by a second-priority lien on and security interest in the ABL Collateral (subject to Permitted Liens). The ABL Collateral generally consists of all of the following assets of the Grantors, in each case, to the extent not constituting Excluded Assets:

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all accounts receivable (except to the extent such accounts receivable constitute identifiable proceeds of the Notes Collateral);

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all inventory;

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all Vehicles;

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all instruments, chattel paper and other contracts, in each case, evidencing, or substituted for, any accounts receivable constituting ABL Collateral;

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all guarantees, letters of credit, security and other credit enhancements in each case for the accounts receivable constituting ABL Collateral;

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all claims and causes of action to the extent relating to any of the accounts receivable constituting ABL Collateral, inventory or vehicles, trucks or rolling stock;

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all bank accounts or securities accounts other than bank accounts used exclusively to hold proceeds of Notes Collateral (including all cash and other funds on deposit therein, except to the extent constituting identifiable proceeds of the Notes Collateral);

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all tax refunds (other than any tax refunds relating to Mortgaged Real Property or other Notes Collateral);

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all documents, books and records, accounting systems, general intangibles and supporting obligations relating to any of the foregoing (other than any Capital Interests and intellectual property); and

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all substitutions, replacements, accessions, products or proceeds (including, without limitation, insurance proceeds) of any of the foregoing.

        The Grantors may grant an additional Lien on any property or asset that constitutes ABL Collateral in order to secure any obligation permitted to be incurred pursuant to the Indenture. Any such additional Lien may be a first-priority Lien that is senior to the Lien securing the Notes or may be a second-priority Lien that will rank equal with the second-priority Lien securing the Notes or a Lien that will rank junior to the second-priority Lien securing the Notes. See "—Certain Covenants—Limitation on Liens". Except as provided in the Intercreditor Agreement, holders of such junior liens will not be able to take any enforcement action with respect to the ABL Collateral so long as the ABL Credit Agreement is outstanding. Subject to certain limitations and exceptions set forth in the Intercreditor Agreement and the Security Documents, if any Issuer or Guarantor creates any additional security interest upon any property or asset to secure the ABL Credit Agreement Obligations, it must concurrently grant a security interest upon such property or asset as security for the Notes with the priorities set forth in the Intercreditor Agreement.

Information Regarding Collateral

        The Grantors must furnish to the Notes Collateral Agent, with respect to the Grantors, promptly (and in any event within 30 days thereof) notice of any change in such Person's (i) corporate or other legal name, (ii) jurisdiction of organization or formation, (iii) type of organization or (iv) Organizational Identification Number. The Grantors have agreed not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Notes Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral. The Grantors also agreed promptly to notify the Notes Collateral Agent if any material portion of the Collateral is damaged, destroyed or condemned.

Security Documents

        The Grantors and the Notes Collateral Agent are parties to Security Documents creating and establishing the terms of the security interests that secure the Notes, the Note Guarantees and any Permitted Additional Pari Passu Obligations. These security interests secure the payment and performance when due of all of the obligations of the Grantors under the Notes, the Indenture, the Note Guarantees, the Security Documents and any Permitted Additional Pari Passu Obligations, as provided in the Security Documents. The Grantors were required, subject to certain exceptions, to perfect the security interests in the Collateral to the extent that they can be perfected by the filing of UCC-1 financing statements, filings with the United States Patent and Trademark Office or United States Copyright Office, the delivery of any certificates representing Capital Interests of the Restricted Subsidiaries or, subject to certain exceptions in the Security Documents, the delivery of promissory

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notes or other instruments in excess of $1.0 million constituting Notes Collateral. If real property with a fair market value in excess of $3.0 million is acquired by any Grantor, the Grantor will be required, within 90 days after the acquisition thereof, to execute and deliver such mortgages, deeds of trusts, security instruments, financing statements and certificates and opinions of counsel as shall be necessary to vest in the Notes Collateral Agent a perfected first-priority security interest, subject only to Permitted Collateral Liens, in such real property. The Trustee, the Notes Collateral Agent and each Holder of Notes and each other holder of, or obligee in respect of, any Obligations in respect of the Notes outstanding at such time are referred to collectively as the "Noteholder Secured Parties".

        In certain jurisdictions, requirements of law restrict the perfection of second priority liens on Vehicles by restricting notation of a second lien on the certificates of title. In such states, only the Bank Collateral Agent is named on the certificates of title as a secured party. The Bank Collateral Agent will agree in the Intercreditor Agreement to hold such lien for the benefit of the Notes Collateral Agent and the Holders of the Notes and Permitted Additional Pari Passu Obligations, but it is unclear whether this mechanism will be effective to achieve perfection in Vehicles in such jurisdictions.

        So long as no Event of Default shall have occurred and be continuing, and subject to certain terms and conditions, the Issuer and the Guarantors are entitled to exercise any voting and other consensual rights pertaining to all Capital Interests pledged pursuant to the Security Agreement and to remain in possession and retain exclusive control over the Collateral (other than as set forth in the Security Documents), to operate the Collateral, to alter or repair the Collateral and to collect, invest and dispose of any income thereon. Upon the occurrence and during the continuance of an Event of Default, to the extent permitted by law and following notice by the Notes Collateral Agent to the Issuer and the Guarantors, the Notes Collateral Agent may, subject to the terms of the Intercreditor Agreement, take possession of and sell the Collateral or any part thereof in accordance with the terms of the Security Documents.

Intercreditor Agreement

        In connection with the original issuance of the Original Notes, the Issuer, the Guarantors, the Notes Collateral Agent and the Bank Collateral Agent entered into the Intercreditor Agreement. Although the Holders of the Notes are not parties to the Intercreditor Agreement, by their acceptance of the Notes they agree to be bound thereby. Pursuant to the terms of the Intercreditor Agreement, the Notes Collateral Agent will determine the time and method by which the security interests in the Notes Collateral will be enforced, and the Bank Collateral Agent will determine the time and method by which the security interests in the ABL Collateral will be enforced.

        The aggregate amount of the obligations secured by the ABL Collateral may be increased, subject to the limitations set forth in the Indenture, the ABL Credit Agreement and the Term Loan Facility. A portion of the obligations secured by the ABL Collateral consists or may consist of Debt that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed and such obligations may, subject to the limitations set forth in the Indenture and the ABL Credit Agreement, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, all without affecting the subordination of the liens held by the holders or the provisions of the Intercreditor Agreement defining the relative rights of the parties thereto. The lien priorities provided for in the Intercreditor Agreement will not be altered or otherwise affected by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of either the obligations secured by the ABL Collateral or the obligations secured by the Notes Collateral, by the release of any Collateral or of any guarantees securing any secured obligations or by any action that any representative or secured party may take or fail to take in respect of any Collateral.

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Limitations on Action with Respect to the ABL Collateral

        The Intercreditor Agreement provides that none of the Noteholder Secured Parties may commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, the ABL Collateral under any Security Document, applicable law or otherwise, at any time prior to the Discharge of Credit Facility Obligations. Only the Bank Collateral Agent shall be entitled to take any such actions or exercise any such remedies prior to the Discharge of Credit Facility Obligations. Notwithstanding the foregoing, the Notes Collateral Agent may, but shall have no obligation to, take all such actions (not adverse to the priority status of the Lien of the Bank Collateral Agent on the ABL Collateral, or the rights of the Bank Collateral Agent to exercise rights, powers, and/or remedies in respect thereof) it determines to perfect or continue the perfection of the holders' second-priority security interest in the ABL Collateral and certain other protective measures. The Bank Collateral Agent will be subject to similar restrictions with respect to its ability to enforce the second-priority security interest in the Notes Collateral held by holders of Credit Facility Obligations.

No Duties of Bank Collateral Agent

        The Intercreditor Agreement provides that neither the Bank Collateral Agent nor any holder of any Credit Facility Obligations secured by any ABL Collateral will have any duties or other obligations to any Noteholder Secured Party with respect to the ABL Collateral, other than to serve as bailee or agent for perfection with respect to certain ABL Collateral and to transfer (i) to the Notes Collateral Agent any proceeds of any such ABL Collateral in which the Notes Collateral Agent continues to hold a security interest remaining following any sale, transfer or other disposition of such ABL Collateral, following the Discharge of Credit Facility Obligations, or (ii) to the Notes Collateral Agent, if the Bank Collateral Agent is in possession of all or any part of such ABL Collateral after the Discharge of Credit Facility Obligations, such ABL Collateral or any part thereof remaining, in each case without representation or warranty on the part of the Bank Collateral Agent or any such holder of Credit Facility Obligations. In addition, the Intercreditor Agreement provides that, until the Discharge of Credit Facility Obligations, the Bank Collateral Agent will be entitled, for the benefit of the holders of the Credit Facility Obligations, to sell, transfer or otherwise dispose of or deal with such ABL Collateral without regard to any second-priority security interest therein or any rights to which any Noteholder Secured Party would otherwise be entitled as a result of such second-priority security interest. Without limiting the foregoing, the Trustee and the Notes Collateral Agent agree in the Intercreditor Agreement and each Holder of the Notes agree by its acceptance of the Notes that neither the Bank Collateral Agent nor any holder of any Credit Facility Obligations secured by any ABL Collateral will have any duty or obligation first to marshal or realize upon the ABL Collateral, or to sell, dispose of or otherwise liquidate all or any portion of the ABL Collateral, in any manner that would maximize the return to the Noteholder Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Noteholder Secured Parties from such realization, sale, disposition or liquidation. The Intercreditor Agreement has similar provisions regarding the duties owed to the Bank Collateral Agent and the holders of any Credit Facility Obligations by the Noteholder Secured Parties with respect to the Notes Collateral.

        The Intercreditor Agreement additionally provides that the Notes Collateral Agent and the Trustee will waive, and each Holder of the Notes will waive by its acceptance of the Notes, any claim that may be had against the Bank Collateral Agent or any holder of any Credit Facility Obligations arising out of (i) any actions which the Bank Collateral Agent or such holder of Credit Facility Obligations takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any

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Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Credit Facility Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Credit Facility Obligations, (ii) any election by the Bank Collateral Agent or such holder of Credit Facility Obligations, in any proceeding instituted under Title 11 of the United States Code of the application of Section 1111(b) of Title 11 of the United States Code or (iii) any borrowing of, or grant of a security interest or administrative expense priority under Section 364 of Title 11 of the United States Code to, the Issuer or any of its Subsidiaries as debtor-in-possession. The Bank Collateral Agent and holders of Credit Facility Obligations will agree to waive similar claims with respect to the actions of any of the Noteholder Secured Parties.

No Interference; Payment Over; Reinstatement

        The Trustee and the Notes Collateral Agent agreed in the Intercreditor Agreement and each Holder of the Notes will agree by its acceptance of the Notes that:

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it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Lien that the Holders of the Notes have on the ABL Collateral equal with, or to give the Trustee or the Holders of the Notes any preference or priority relative to, any Lien that the holders of any Credit Facility Obligations secured by any ABL Collateral have with respect to such ABL Collateral;

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it will not challenge or question in any proceeding the priority, validity or enforceability of any first-priority security interest in the ABL Collateral, the validity, attachment, perfection or priority of any lien held by the holders of any Credit Facility Obligations secured by any ABL Collateral, or the validity or enforceability of the priorities, rights or duties established by or other provisions of the Intercreditor Agreement;

•

it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the ABL Collateral by the Bank Collateral Agent or the holders of any Credit Facility Obligations secured by such ABL Collateral;

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it will have no right to (A) direct the Bank Collateral Agent or any holder of any Credit Facility Obligations secured by any ABL Collateral to exercise any right, remedy or power with respect to such ABL Collateral or (B) consent to the exercise by the Bank Collateral Agent or any holder of any Credit Facility Obligations secured by the ABL Collateral of any right, remedy or power with respect to such ABL Collateral;

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it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Bank Collateral Agent or any holder of any Credit Facility Obligations secured by any ABL Collateral seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the Bank Collateral Agent nor any holders of any Credit Facility Obligations secured by any ABL Collateral will be liable for, any action taken or omitted to be taken by the Bank Collateral Agent or such lenders with respect to such ABL Collateral;

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it will not seek, and will waive any right, to have any ABL Collateral or any part thereof marshaled upon any foreclosure or other disposition of such ABL Collateral;

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it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of the Intercreditor Agreement; and

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it will not object to the forbearance by the Bank Collateral Agent from pursuing any right of enforcement with respect to the ABL Collateral.

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        The Bank Collateral Agent and the holders of Credit Facility Obligations agreed to similar limitations with respect to their rights in the Notes Collateral and their ability to bring a suit against the Notes Collateral Agent or the Holders of the Notes.

        The Trustee and the Notes Collateral Agent agreed in the Intercreditor Agreement and each Holder of the Notes will agree by its acceptance of the Notes that if it obtains possession of the ABL Collateral or realizes any proceeds or payment in respect of the ABL Collateral, pursuant to any Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or through any other exercise of remedies, at any time prior to the Discharge of Credit Facility Obligations, then it will hold such ABL Collateral, proceeds or payment in trust for the Bank Collateral Agent and the holders of any Credit Facility Obligations secured by such ABL Collateral and transfer such ABL Collateral, proceeds or payment, as the case may be, to the Bank Collateral Agent reasonably promptly after obtaining actual knowledge or notice from the Bank Collateral Agent that it has possession of such proceeds or payment. The Trustee, the Notes Collateral Agent and each Holder of the Notes further agree that if, at any time, all or part of any payment with respect to any Credit Facility Obligations secured by any ABL Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Bank Collateral Agent any payment received by it in respect of any such ABL Collateral and shall promptly turn any such ABL Collateral then held by it over to the Bank Collateral Agent, and the provisions set forth in the Intercreditor Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Credit Facility Obligations. Notwithstanding the foregoing, the Trustee and Notes Collateral Agent will only be required to pay over amounts that it has received and that have not been paid over to holders. The Bank Collateral Agent and the holders of Credit Facility Obligations are subject to similar limitations with respect to the Notes Collateral and any proceeds or payments in respect of any Notes Collateral. Any proceeds of Collateral, received prior to an issuance of any notice that an event of default has occurred under the ABL Credit Agreement or the Indenture (unless a bankruptcy or insolvency event of default then exists), whether or not deposited under control agreements, which are used by any Issuer or any Guarantor to acquire other property which is Collateral shall not (solely as between the Bank Lenders and the Noteholder Secured Parties) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Entry upon Premises by Bank Collateral Agent and Holders of Credit Facility Obligations

        The Intercreditor Agreement provides that if the Bank Collateral Agent takes any enforcement action with respect to the ABL Collateral, the Noteholder Secured Parties, among other things, (i) will cooperate with the Bank Collateral Agent in its efforts to enforce its security interest in the ABL Collateral and assemble the ABL Collateral, (ii) will not hinder or restrict in any respect the Bank Collateral Agent from enforcing its security interest in the ABL Collateral or from assembling the ABL Collateral, and (iii) will, subject to the rights of any landlords under real estate leases, permit the Bank Collateral Agent, its employees, agents, advisers and representatives, at the sole cost and expense of the Bank Collateral Agent and the holders of Credit Facility Obligations, to enter upon and use the Notes Collateral (including (x) equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and (y) intellectual property), for a period not to exceed 180 days after the taking of such enforcement action, for purposes of (A) assembling and storing the ABL Collateral, (B) selling any or all of the ABL Collateral located on such Notes Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise, (C) removing any or all of the ABL Collateral located on such Notes Collateral, or (D) taking reasonable actions to protect, secure, and otherwise enforce the rights of the Bank Collateral Agent and the holders of Credit Facility Obligations in and to the ABL Collateral; provided, however, that nothing contained in the Intercreditor Agreement will restrict the rights of the Trustee or the Notes Collateral Agent from selling, assigning or otherwise transferring any Notes Collateral prior to the

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expiration of such 180-day period if the purchaser, assignee or transferee thereof agrees to be bound by the provisions of the Intercreditor Agreement. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Collateral has been entered by a court of competent jurisdiction, such 180-day period shall be tolled during the pendency of any such stay or other order and such 180-day period shall be so extended and upon lifting of the automatic stay, if there are fewer than 180 days pending in such 180-day period, then such 180-day period shall be extended so that the Bank Collateral Agent has 180 days upon lifting of the automatic stay. If the Bank Collateral Agent conducts a public auction or private sale of the ABL Collateral at any of the real property included within the Notes Collateral, the Bank Collateral Agent shall provide the Notes Collateral Agent with reasonable notice and use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt the Notes Collateral Agent's use of such real property.

        During the period of actual occupation, use or control by the Bank Collateral Agent or the holders of Credit Facility Obligations or their agents or representatives of any Notes Collateral, the Bank Collateral Agent and the holders of Credit Facility Obligations will (i) be responsible for the ordinary course third-party expenses related thereto, including costs with respect to heat, light, electricity and water with respect to that portion of any premises so used or occupied, (ii) be obligated to repair at their expense any physical damage to such Notes Collateral or other assets or property resulting from such occupancy, use or control, and to leave such Notes Collateral or other assets or property in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted and (iii) be obligated to indemnify and hold harmless the Notes Collateral Agent and the Noteholder Secured Parties from and against any loss, liability, claim, damage or expense arising out of any claim asserted by any third party to the extent resulting from any acts or omissions by the Bank Collateral Agent, or any of its agents or representatives, in connection with the exercise of the rights of access and use of Notes Collateral. In the event, and only in the event, that in connection with its use of some or all of the premises constituting Notes Collateral, the Bank Collateral Agent requires the services of any employees of the Issuer or any of its Subsidiaries, the Bank Collateral Agent shall pay directly to any such employees the appropriate, allocated wages of such employees, if any, during the time periods that the Bank Collateral Agent requires their services. Notwithstanding the foregoing, in no event shall the Bank Collateral Agent or the holders of Credit Facility Obligations have any liability to the Noteholder Secured Parties pursuant to the Intercreditor Agreement as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Notes Collateral existing prior to the date of the exercise by the Bank Collateral Agent or the holders of Credit Facility Obligations of their rights under the Intercreditor Agreement and the Bank Collateral Agent and the holders of Credit Facility Obligations will not have any duty or liability to maintain the Notes Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by them, or for any diminution in the value of the Notes Collateral that results solely from ordinary wear and tear resulting from the use of the Notes Collateral by such persons in the manner and for the time periods specified under the Intercreditor Agreement. Without limiting the rights granted in the Intercreditor Agreement, the Bank Collateral Agent and the holders of Credit Facility Obligations will cooperate with the Noteholder Secured Parties in connection with any efforts made by the Noteholder Secured Parties to sell the Notes Collateral.

Agreements with Respect to Bankruptcy or Insolvency Proceedings

        If the Issuer or any of its Subsidiaries becomes subject to a case under the U.S. Bankruptcy Code and as debtor(s)-in-possession, moves for approval of financing ("DIP Financing") to be provided by one or more lenders (the "DIP Lenders") under Section 364 of the U.S. Bankruptcy Code or the use of cash collateral with the consent of the DIP Lenders under Section 363 of the U.S. Bankruptcy Code, the Trustee and the Notes Collateral Agent have agreed in the Intercreditor Agreement and each Holder will agree by its acceptance of the Notes that it will raise no objection to any such financing or to the Liens on the ABL Collateral securing the same (the "DIP Financing Liens") or to any use of

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cash collateral that constitutes ABL Collateral (and, to the extent that such DIP Financing Liens are senior to, or rank equal with, the Liens of such Credit Facility Obligations in such ABL Collateral, the Trustee and the Notes Collateral Agent will, for themselves and on behalf of the Holders of the Notes, subordinate the liens of the Noteholder Secured Parties in such ABL Collateral to the liens of the Credit Facility Obligations in such ABL Collateral and the DIP Financing Liens), so long as the Noteholder Secured Parties retain liens on all the Notes Collateral, including proceeds thereof arising after the commencement of such proceeding, with the same priority as existed prior to the commencement of the case under the U.S. Bankruptcy Code. The Bank Collateral Agent and the holders of Credit Facility Obligations have agreed to similar provisions with respect to any DIP Financing secured by Liens on the Notes Collateral.

        No Noteholder Secured Party may (x) seek relief from the automatic stay with respect to any ABL Collateral, (y) object to any sale of any ABL Collateral or any motion seeking relief from the automatic stay in any insolvency or liquidation proceeding, in each case which has been supported by the holders of ABL Credit Agreement Obligations or (z) object to any claim of any holder of ABL Credit Agreement Obligations to post-petition interest to the extent of its Lien on the ABL Collateral. No holder of any ABL Credit Agreement Obligation may (x) seek relief from the automatic stay with respect to any Notes Collateral, (y) object to any sale of any Notes Collateral or any motion seeking relief from the automatic stay with respect to the Notes Collateral in any insolvency or liquidation proceeding, in each case, which is supported by the Noteholder Secured Parties or (z) object to any claim of any Noteholder Secured Party to post-petition interest to the extent of its Lien on the Notes Collateral.

Insurance

        The Intercreditor Agreement provides that, unless and until written notice by the Bank Collateral Agent to the Trustee that the Discharge of Credit Facility Obligations has occurred, as between the Bank Collateral Agent, on the one hand, and the Trustee and Notes Collateral Agent, as the case may be, on the other hand, only the Bank Collateral Agent will have the right (subject to the rights of the Grantors under the ABL Credit Agreement, the security documents related to the ABL Credit Agreement, the Indenture and the Security Documents) to adjust or settle any insurance policy or claim covering or constituting ABL Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the ABL Collateral. The Intercreditor Agreement provides that, unless and until written notice by the Trustee to the Bank Collateral Agent that the obligations under the Indenture and the Notes and any Permitted Additional Pari Passu Obligations have been paid in full, as between the Bank Collateral Agent, on the one hand, and the Trustee and the Notes Collateral Agent, as the case may be, on the other hand, only the Notes Collateral Agent have the right (subject to the rights of the Grantors under the ABL Credit Agreement, the security documents related to the ABL Credit Agreement, the Indenture and the Security Documents) to adjust or settle any insurance policy covering or constituting Notes Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding solely affecting the Notes Collateral. To the extent that an insured loss covers or constitutes both ABL Collateral and Notes Collateral, then (subject to the rights of the Grantors under the ABL Credit Agreement, the security documents related to the ABL Credit Agreement, the Indenture and the Security Documents) the proceeds of such insured loss shall be distributed: (i) first to the Bank Collateral Agent in an amount equal to the book value as assessed on the date of such insured loss of any inventory and any accounts; (ii) second to the Bank Collateral Agent and Notes Collateral Agent based upon the fair market value of such other ABL Collateral and Notes Collateral, as determined by the Issuer in its reasonable judgment or, if the aggregate amount of such other ABL Collateral and Notes Collateral sold is greater than $10.0 million, an independent appraiser. If the Notes Collateral Agent receives any proceeds of any insurance policy in contravention of the Intercreditor Agreement, it

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shall hold such proceeds in trust and pay over such proceeds to the Bank Collateral Agent. The Bank Collateral Agent will agree to similar turnover provisions.

Refinancings of the ABL Credit Agreement and the Notes

        The obligations under the ABL Credit Agreement and the obligations under the Indenture and the Notes may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under the ABL Credit Agreement or any security document related thereto and the Indenture and the Security Documents) of the Bank Collateral Agent or any holder of Credit Facility Obligations or any Noteholder Secured Party, all without affecting the Lien priorities provided for in the Intercreditor Agreement; provided, however, that the holders of any such refinancing or replacement Debt (or an authorized agent or trustee on their behalf) bind themselves in writing to the terms of the Intercreditor Agreement pursuant to such documents or agreements (including amendments or supplements to the Intercreditor Agreement) as the Bank Collateral Agent or the Notes Collateral Agent, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the Bank Collateral Agent or the Notes Collateral Agent, as the case may be.

        In connection with any refinancing or replacement contemplated by the foregoing paragraph or incurrence of any Permitted Additional Pari Passu Obligations, the Intercreditor Agreement may be amended at the request and sole expense of the Issuer, and without the consent of either the Bank Collateral Agent or the Notes Collateral Agent, (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement Debt or Permitted Additional Pari Passu Obligations, (b) to establish that Liens on any Notes Collateral securing such refinancing or replacement Debt or Permitted Additional Pari Passu Obligations shall have the same priority as the Liens on any Notes Collateral securing the Debt being refinanced or replaced and (c) to establish that the Liens on any ABL Collateral securing such refinancing or replacement Debt or Permitted Additional Pari Passu Obligations shall have the same priority as the Liens on any ABL Collateral securing the Debt being refinanced or replaced or the Notes, all on the terms provided for herein immediately prior to such refinancing or replacement or incurrence of any Permitted Additional Pari Passu Obligations.

Use of Proceeds of ABL Collateral

        After the Discharge of Credit Facility Obligations, the Trustee, in accordance with the terms of the Intercreditor Agreement, the Indenture and the Security Documents, will distribute all cash proceeds (after payment of the costs of enforcement and collateral administration, including any amounts owed to the Trustee (and its counsel) in its capacity as Trustee or Notes Collateral Agent) of the ABL Collateral received by it under the Security Documents for the benefit of the Holders of the Notes pursuant to the Indenture and any remaining Permitted Additional Pari Passu Obligations pursuant to the Security Documents.

        Subject to the terms of the Security Documents and the security documents related to the ABL Credit Agreement, the Issuer and the Guarantors will have the right prior to the occurrence of an Event of Default (x) to remain in possession and retain exclusive control of the Collateral to freely operate the Collateral and (y) to collect, invest and dispose of any income therefrom in accordance with the Indenture and the ABL Credit Agreement. See "Risk Factors—Risks Related to the Notes".

Application of Proceeds

        In the event that ABL Collateral and Notes Collateral are disposed of in a single transaction or series of related transactions in connection with the taking of an enforcement action and in which the aggregate sales price is not allocated between ABL Collateral and Notes Collateral being sold

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(including in connection with or as a result of the sale of the Capital Interests of a Guarantor), then solely for purposes of the Intercreditor Agreement, the proceeds of such disposition shall be distributed: (i) first to the Bank Collateral Agent in an amount equal to the book value as assessed on the date of such disposition of any inventory and any accounts; (ii) second to the Bank Collateral Agent and Notes Collateral Agent based upon the fair market value of such other ABL Collateral and Notes Collateral sold, as determined by the Issuer, as the case may be, in its reasonable judgment or, if the aggregate amount of such other ABL Collateral and Notes Collateral sold is greater than $10.0 million, an independent appraiser.

Exercise of Remedies in Respect of Collateral and Application of Proceeds under Security Documents

        Upon the occurrence and during the continuance of an Event of Default or an event of default under any Permitted Additional Pari Passu Obligations, the Notes Collateral Agent will be permitted, subject to applicable law and the terms of the Security Documents, including the Intercreditor Agreement, to exercise remedies and sell the Collateral under the Security Documents only at the direction of the holders of a majority in the principal amount of the outstanding Notes and any outstanding Permitted Additional Pari Passu Obligations voting as a single class.

        Notwithstanding the foregoing, if the Notes Collateral Agent has asked the holders of the Notes and Permitted Additional Pari Passu Obligations for instruction and the applicable holders have not yet responded to such request, the Notes Collateral Agent will be authorized to take, but will not be required to take, and will in no event have any liability for taking, any delay in taking or the failure to take, such actions with regard to any Event of Default which the Notes Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the holders of the Notes and Permitted Additional Pari Passu Obligations and to preserve the value of the Collateral; provided that once instructions from the applicable holders of the Notes and Permitted Additional Pari Passu Obligations have been received by the Notes Collateral Agent, the actions of the Notes Collateral Agent will be governed thereby.

        In the event of any determination by a court of competent jurisdiction with respect to any series of Permitted Additional Pari Passu Obligations that (i) such series of Permitted Additional Pari Passu Obligations is unenforceable under applicable law or are subordinated to any other obligations (other than the Notes or another series of Permitted Additional Pari Passu Obligations), (ii) such series of Permitted Additional Pari Passu Obligations does not have an enforceable security interest in any of the Collateral and/or (iii) any intervening security interest exists securing any other obligations (other than the Notes or other series of Permitted Additional Pari Passu Obligations) on a basis ranking prior to the security interest of such series of Permitted Additional Pari Passu Obligations but junior to the security interest of the Notes or other series of Permitted Additional Pari Passu Obligations (any such condition referred to in the foregoing clauses (i), (ii) or (iii) with respect to any series of Permitted Additional Pari Passu Obligations, an "Impairment" of such series of Permitted Additional Pari Passu Obligations), the results of such Impairment shall be borne solely by the holders of such series of Permitted Additional Pari Passu Obligations, and the rights of the holders of such series of Permitted Additional Pari Passu Obligations (including, without limitation, the right to receive distributions in respect of such series of Permitted Additional Pari Passu Obligations) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of such series of Permitted Additional Pari Passu Obligations subject to such Impairment. Notwithstanding the foregoing, with respect to any Collateral for which a third party (other than a holder of the Notes or a series of Permitted Additional Pari Passu Obligations) has a lien or security interest that is junior in priority to the security interest of the holders of the Notes or any series of Permitted Additional Pari Passu Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of the holder of any other series of Permitted Additional Pari Passu Obligations (such third party, an "Intervening Creditor"), the value of any Collateral or proceeds which

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are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Collateral or proceeds to be distributed in respect of the series of Permitted Additional Pari Passu Obligations with respect to which such Impairment exists.

Release of Collateral

        The Issuer and the Guarantors will be entitled to (x) the release of property and other assets included in the Collateral from the Liens securing the Notes under any one or more of the following circumstances:

•

to enable the disposition of such property or assets including, in the case of Capital Interests, by way of consolidation or merger (other than to the Issuer or a Guarantor) to the extent not prohibited under the covenant described under "—Certain Covenants—Limitation on Asset Sales";

•

in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor;

•

in the event any Collateral becomes Excluded Assets;

•

as described under "—Amendment, Supplement and Waiver" below; or

(y) the subordination of any Lien on any asset granted to or held by the Notes Collateral Agent under any Security Document to the holder of any Lien on such asset that is permitted by clause (l) of the definition of Permitted Lien.

        The second-priority Lien on the ABL Collateral securing the Notes will terminate and be released automatically if the first-priority Liens on the ABL Collateral are released by the Bank Collateral Agent, other than during the occurrence and continuation of an Event of Default or in connection with a Discharge of Credit Facility Obligations. Notwithstanding the existence of an Event of Default, the second-priority Lien on the ABL Collateral securing the Notes shall also terminate and be released automatically to the extent the first-priority Liens on the ABL Collateral are released by the Bank Collateral Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under the Indenture or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the Bank Collateral Agent or a going out of business sale or similar sale consented to by the Bank Collateral Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the Credit Facility Obligations). The Liens on the Collateral securing the Notes, that otherwise would have been released pursuant to the first sentence of this paragraph but for the occurrence and continuation of an Event of Default, will be released when such Event of Default and all other Events of Default under the Indenture cease to exist.

        The Liens on all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations under the Indenture, the Note Guarantees under the Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid or (ii) legal defeasance or covenant defeasance under the Indenture or a discharge of the Indenture as described under "—Satisfaction and Discharge of the Indenture; Defeasance".

        In addition, to the extent necessary and for so long as required for such Guarantor not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the Commission (or any other governmental agency), the Capital Interests and other securities of any Guarantor shall not be included in the Collateral with respect to the Notes (and/or any Permitted Additional Pari Passu Obligations outstanding) so affected and shall not be subject to the Liens securing such Notes and/or any Permitted Additional Pari Passu Obligations. In determining whether any such release is permitted, the Notes Collateral Agent may rely upon a certificate of the Issuer that the Collateral is permitted to be released under the Indenture.

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        Notwithstanding anything to the contrary herein, the Issuer and the Guarantors will not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including "no action" letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral and the Issuer shall deliver an officer's certificate and legal opinion confirming this to the Trustee and Collateral Agent. Without limiting the generality of the foregoing, certain no-action letters issued by the Commission have permitted an indenture qualified under the TIA to contain provisions permitting the release of collateral from Liens under such indenture in the ordinary course of the Issuer's business without requiring the Issuer to provide certificates and other documents under Section 314(d) of the TIA.

        If any Collateral is released in accordance with any of the Security Documents (other than as permitted by the Indenture) and if the Issuer or the applicable Guarantor has delivered the certificates and documents required by the Security Documents, the Trustee will determine whether it has received all documentation required by Section 314(d) of the TIA (to the extent applicable) in connection with such release.

Further Assurances

        Subject to the limitations described above under "—Notes Collateral" and "—Security Documents", the Security Documents and the Indenture provide that the Issuer and the Guarantors will, at their expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, financing statements, documents and instruments, and do or cause to be done such further acts as may be necessary or proper to evidence, perfect and maintain the Lien in the Collateral granted to the Collateral Agent and the priority thereof, in each case, in accordance with the requirements of the Security Documents, and to otherwise effectuate the provisions or purposes of the Indenture and the Security Documents.

        The Issuer and Guarantors are required to make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are required by the Security Documents to maintain (at the sole cost and expense of the Issuer and the Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest, subject only to Permitted Collateral Liens.

Trust Indenture Act

        The Indenture provides that the Issuer will comply with the provisions of the TIA to the extent applicable. The Issuer will provide for delivery of certain customary Officers' Certificates and opinions of counsel, including annual compliance certificates, in form and substance reasonably satisfactory to the Trustee.

Optional Redemption

        The Notes may be redeemed, in whole or in part, at any time prior to June 1, 2016, at the option of the Issuer upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but not including the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

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        In addition, the Notes are subject to redemption, at the option of the Issuer, in whole or in part, at any time on or after June 1, 2016, upon not less than 30 nor more than 60 days' notice at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date), if redeemed during the 12-month period beginning on June 1 of the years indicated:

Year	Redemption Price
2016		106.938	%
2017		104.625	%
2018		102.313	%
2019 and thereafter		100.000	%

        In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to June 1, 2016, the Issuer may with the net proceeds of one or more Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a redemption price equal to 109.25% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the date of redemption; provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer or its Subsidiaries) and that any such redemption occurs within 180 days following the closing of any such Equity Offering.

        Any redemption and notice of redemption may, at the Issuer's discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to an Equity Offering, the consummation of such Equity Offering). If redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Issuer's discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed.

        If less than all of the Notes are to be redeemed, the Trustee will select the Notes or portions thereof to be redeemed by lot, pro rata or by any other method the Trustee shall deem appropriate (subject to The Depository Trust Company's procedures as applicable).

        No Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be delivered (to the extent permitted by applicable procedures or regulations, delivered electronically) at least 30 days before the redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

        The Issuer and any Subsidiaries may at any time, and from time to time, purchase Notes in the open market or otherwise, including by tender offer, exchange offer or through negotiated transactions, subject to compliance with applicable securities laws upon such terms and at such prices as the Issuer may determine, which may be more or less than the consideration for which the Notes offered hereby are being sold and may be less than the redemption price then in effect and could be for cash or other consideration.

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        The Issuer may provide in any notice delivered in connection with any such redemption that payment of the redemption price and performance of the Issuer's obligations may be performed by another Person; provided that the Issuer shall not be relieved of its obligations thereby.

Change of Control

        Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Issuer to repurchase all or any part of the outstanding Notes at a purchase price (the "Purchase Price") in cash equal to 101% of the principal amount tendered, together with accrued and unpaid interest, if any, to, but not including, the Purchase Date pursuant to an Offer to Purchase. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such offer to Purchase.

        If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in an Offer to Purchase upon a Change of Control and the Issuer, or any third party making the Offer to Purchase in lieu of the Issuer as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days' prior notice, given not more than 30 days following such purchase pursuant to the Offer to Purchase described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.

        The phrase "all or substantially all," as used in the definition of "Change of Control," has not been interpreted under New York law (which is the governing law of the Indenture) to represent a specific quantitative test. As a consequence, in the event the Holders of the Notes elected to exercise their rights under the Indenture and the Issuer elects to contest such election, there could be no assurance how a court interpreting New York law would interpret such phrase. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Issuer to make an Offer to Purchase the Notes as described above. In addition, under a recent Delaware Chancery Court interpretation of a change of control repurchase requirement with a continuing director provision, a board of directors may approve a slate of shareholder nominated directors without endorsing them or while simultaneously recommending and endorsing its own slate instead. The foregoing interpretation would permit our board to approve a slate of directors that included a majority of dissident directors nominated pursuant to a proxy contest, and the ultimate election of such dissident slate would not constitute a "Change of Control" that would trigger a Holder's right to require the Issuer to make an Offer to Purchase the Notes as described above.

        The provisions of the Indenture may not afford Holders protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction affecting the Issuer that may adversely affect Holders, if such transaction is not the type of transaction included within the definition of Change of Control. A transaction involving the management of the Issuer or its Affiliates, or a transaction involving a recapitalization of the Issuer, will result in a Change of Control only if it is the type of transaction specified in such definition. The definition of Change of Control may be amended or modified with the written consent of a majority in aggregate principal amount of outstanding Notes. See "—Amendment, Supplement and Waiver".

        The Issuer will be required to comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws or regulations in connection with any Offer to Purchase as described above. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Issuer will comply with the applicable securities

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laws and regulations and will be deemed to have complied with its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

        The Issuer will not be required to make an Offer to Purchase upon a Change of Control if (i) a third party makes such Offer to Purchase contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements of the Indenture and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of redemption has been given pursuant to the Indenture as described above under "—Optional Redemption".

        In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Offer to Purchase.

        The Issuer's ability to pay cash to the Holders of Notes upon a Change of Control may be limited by the Issuer's then existing financial resources. Further, the agreements governing the Issuer's other Debt contain, and future agreements of the Issuer may contain, prohibitions of certain events, including events that would constitute a Change of Control. If the exercise by the Holders of Notes of their right to require the Issuer to repurchase the Notes upon a Change of Control occurred at the same time as a change of control event under one or more of either of the Issuer's other Debt agreements, the Issuer's ability to pay cash to the Holders of Notes upon a repurchase may be further limited by the Issuer's then existing financial resources. See "Risk Factors—Risks Related to the Notes".

        Even if sufficient funds were otherwise available, the terms of the ABL Credit Agreement (and other Debt) may prohibit the Issuer's prepayment of Notes before their scheduled maturity. Consequently, if the Issuer is not able to prepay the ABL Credit Agreement or other Debt containing such restrictions or obtain requisite consents, the Issuer may be unable to fulfill its repurchase obligations, resulting in a default under the Indenture.

Certain Covenants

        Set forth below are certain covenants contained in the Indenture:

Limitation on Incurrence of Debt

        The Issuer will not, and will not permit any of the Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Issuer and any of the Restricted Subsidiaries that is a Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would be greater than 2.0:1.0 and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt.

        Notwithstanding the first paragraph above, the Issuer and the Restricted Subsidiaries may Incur "Permitted Debt" as follows:

          (i)  Debt incurred pursuant to, and the issuance or creation of letters of credit and bankers' acceptances under or in connection with (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Restricted Subsidiaries thereunder), any Credit Facility in an aggregate principal amount outstanding under this clause (i) at any time not to exceed the greatest of (x) $100.0 million, (y) the Borrowing Base as of the date of such incurrence or (z) an amount such that the ABL Priority Leverage Ratio of the Issuer and its Restricted Subsidiaries would not exceed 1.75 to 1.00;

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         (ii)  Debt outstanding under the Notes (excluding any Additional Notes, but including any Exchange Notes) and Guarantees of the Notes and Exchange Notes and contribution, indemnification and reimbursement obligations owed by the Issuer or any Guarantor to any of the other of them in respect of amounts paid or payable on such Notes and Exchange Notes;

        (iii)  Debt, or pension withdrawal liabilities reflected in the most recent consolidated balance sheet of the Issuer as of the Issue Date that subsequently becomes Debt, of the Issuer or any Restricted Subsidiary outstanding at the time of the Issue Date (other than clauses (i) or (ii) above), including, without limitation, the 12.75% Senior Secured Notes due 2015 then outstanding until their repurchase or redemption with the net proceeds of the issuance of Original Notes;

        (iv)  Debt Incurred following the Issue Date that is owed to and held by the Issuer or a Restricted Subsidiary; provided that if such Debt is owed by the Issuer or a Guarantor to a Restricted Subsidiary that is not a Guarantor, such Debt shall be subordinated to the prior payment in full of the Obligations;

         (v)  Guarantees Incurred by the Issuer or a Restricted Subsidiary of Debt or other obligations of the Issuer or a Restricted Subsidiary (including Guarantees by any Restricted Subsidiary of Debt under any Credit Facility); provided that (a) such Debt is Permitted Debt or is otherwise Incurred in accordance with this "Limitation on Incurrence of Debt" covenant and (b) such Guarantees are subordinated to the Notes to the same extent as the Debt being guaranteed;

        (vi)  Debt Incurred in respect of workers' compensation claims, general liability or trucker's liability claims, unemployment or other insurance and self-insurance obligations, payment obligations in connection with health or other types of social security benefits, indemnity, bid, performance, warranty, release, judgment, appeal, advance payment, customs, surety and similar bonds, letters of credit for operating purposes and completion guarantees and warranties provided or Incurred (including Guarantees thereof) by the Issuer or a Restricted Subsidiary in the ordinary course of business;

       (vii)  Debt under Hedging Obligations entered into to manage fluctuations in interest rates, commodity prices and currency exchange rates (and not for speculative purposes);

      (viii)  Debt of the Issuer or any Restricted Subsidiary pursuant to Capital Lease Obligations and Purchase Money Debt; provided that the aggregate principal amount of such Debt outstanding at any time under this clause (viii) may not exceed the greater of (a) $15.0 million or (b) 5.0% of Total Assets, in the aggregate;

        (ix)  the issuance by any of the Restricted Subsidiaries to the Issuer or to any of the Restricted Subsidiaries of shares of preferred stock; provided, however, that:

        (a)   any subsequent issuance or transfer of Capital Interests that results in any such preferred stock being held by a Person other than the Issuer or Restricted Subsidiaries; and

        (b)   any sale or other transfer of any such preferred stock to a Person that is not either the Issuer or a Restricted Subsidiary;

shall be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (ix);

         (x)  Debt arising from (x) customary cash management, cash pooling or setting off arrangements, and automated clearing house transactions, (y) any Bank Product (excluding Hedging Obligations entered into for speculative purposes) or (z) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the

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ordinary course of business; provided, however, that any such Debt Incurred pursuant to clause (z) is extinguished within five business days of the Incurrence;

        (xi)  Debt of the Issuer or any Restricted Subsidiary not otherwise permitted pursuant to this definition (including additional Debt under the ABL Credit Agreement, Purchase Money Debt and Capital Lease Obligations), in an aggregate principal amount not to exceed $15.0 million at any time outstanding;

       (xii)  Refinancing Debt in respect of any Debt permitted by clauses (ii) and (iii) above, this clause (xii), clause (xiii) below or Debt Incurred in accordance with the first paragraph under this "Limitation on Incurrence of Debt" covenant;

      (xiii)  Acquired Debt incurred by a Restricted Subsidiary prior to the time that such Restricted Subsidiary was acquired or merged into the Issuer and was not Debt incurred in connection with, or in contemplation of, such acquisition or merger; provided that immediately after giving effect to any such acquisition or merger on a pro forma basis, the Issuer (x) could Incur $1.00 of additional Debt (other than Permitted Debt) under the first paragraph of this "Limitation on Incurrence of Debt" covenant or (y) the Consolidated Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such acquisition or merger;

      (xiv)  Debt consisting of Debt issued by the Issuer or any of its Restricted Subsidiaries to current or former officers, directors, employees and consultants thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent permitted pursuant to clause (iv) of the second paragraph under the caption "—Limitation on Restricted Payments";

       (xv)  Debt of the Issuer to a Restricted Subsidiary; provided that any such Debt owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided, further, that any subsequent issuance or transfer of any capital stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Debt (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Debt not permitted by this clause (xv);

      (xvi)  Debt of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that, if a Guarantor incurs such Debt to a Restricted Subsidiary that is not a Guarantor, such Debt is expressly subordinated in right of payment to the Guarantee of such Guarantor; provided, further, that any subsequent issuance or transfer of capital stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Debt not permitted by this clause (xvi);

     (xvii)  Debt in respect of customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business;

    (xviii)  Debt of the Issuer or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business;

      (xix)  Debt Incurred by the Issuer or any Restricted Subsidiary for pension fund withdrawal or partial withdrawal obligations in an amount not to exceed, in the aggregate at any one time outstanding, $5.0 million; and

       (xx)  Debt of Restricted Subsidiaries of the Issuer that are not Guarantors in an amount not to exceed, in the aggregate at any one time outstanding, $7.5 million.

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        For purposes of determining compliance with this covenant, (x) the outstanding principal amount of any Debt shall be counted only once such that (without limitation) any obligation arising under any Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included and (y) except as provided above, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and the first paragraph of this covenant, the Issuer, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt and such Debt need not be permitted solely by reference to one provision of this covenant but may be permitted in part by one such provision and in part by one or more other provisions of this covenant.

        The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the forms of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms and change in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this covenant.

        Notwithstanding anything to the contrary herein, the maximum amount of Debt that may be outstanding pursuant to this "Limitation on Incurrence of Debt" covenant will not be deemed exceeded due to the results of fluctuations in exchange rates or currency values. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred.

        None of the Issuer and Guarantors will Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to at least the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Restricted Payments

        The Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment unless, at the time of the proposed Restricted Payment:

        (a)   no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof;

        (b)   after giving effect to such Restricted Payment, the Issuer would be permitted to Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to the provisions described in the first paragraph under the "Limitation on Incurrence of Debt" covenant; and

        (c)   after giving effect to such Restricted Payment, the aggregate amount expended or declared for all Restricted Payments made on or after the Issue Date (excluding Restricted Payments permitted by clauses (ii) through (ix) and (xii) of the next succeeding paragraph), shall not exceed the sum (without duplication) of:

        (1)   50% of the Consolidated Net Income (or if Consolidated Net Income shall be a deficit, 100% of such deficit) of the Issuer and its Restricted Subsidiaries for the period (taken as one accounting period) from the first day of the first fiscal quarter beginning after the Issue Date to the end of the Issuer's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, plus

        (2)   100% of the aggregate Net Cash Proceeds, and the Fair Market Value of property or assets or marketable securities, received by the Issuer subsequent to the initial issuance of the Notes either (i) as a contribution to its common equity capital or (ii) from the issuance and

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sale (other than to a Restricted Subsidiary) of its Qualified Capital Interests, including Qualified Capital Interests issued upon the conversion of Debt or Redeemable Capital Interests of the Issuer, and from the exercise of options, warrants or other rights to purchase such Qualified Capital Interests (other than, in each case, Capital Interests or Debt sold to a Subsidiary of the Issuer), plus

        (3)   100% of the amount by which Debt of the Issuer is reduced on the Issuer's consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) subsequent to the initial issuance of the Notes of any Debt for Qualified Capital Interests of the Issuer (less the amount of any cash, or the fair value of any other property, distributed by the Issuer upon such conversion or exchange), plus

        (4)   100% of the net reduction in Investments (other than Permitted Investments), subsequent to the Issue Date, in any Person, resulting from (x) payments of interest on Debt, dividends, distributions, redemption, repurchases, repayments of loans or advances, or other transfers of assets (but only to the extent such interest, dividends, distributions, redemptions, repurchases, repayments or other transfers were made in (i) cash or (ii) assets (valued at Fair Market Value) other than cash (other than pay-in-kind dividends or interest)), in each case to the Issuer or any Restricted Subsidiary from any Person (including, without limitation, an Unrestricted Subsidiary), (y) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) thereof made by the Issuer and the Restricted Subsidiaries or (z) the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, in each case, not to exceed in the case of any Person the amount of Investments (other than Permitted Investments) previously made by the Issuer or any Restricted Subsidiary in such Person.

        Notwithstanding the foregoing provisions, the Issuer and the Restricted Subsidiaries may take the following actions; provided that, in the cases of clauses (iv) and (x) below, no Default or Event of Default has occurred and is continuing unless, in the case of clause (iv), the Issuer or any Restricted Subsidiary is contractually required to make a payment as described in such clause (iv):

          (i)  the payment of any dividend or other distribution on, or the consummation of any irrevocable redemption of, Capital Interests in the Issuer or a Restricted Subsidiary within 60 days after declaration or setting the record date for redemption thereof, as applicable, if at such date such payment would not have been prohibited by the provisions of this covenant;

         (ii)  the retirement of any Capital Interests of the Issuer by conversion into, or by or in exchange for, Qualified Capital Interests, or out of net cash proceeds of the sale (other than to a Subsidiary of the Issuer) of Qualified Capital Interests of the Issuer occurring within 60 days prior to such retirement, or the making of other Restricted Payments out of the net cash proceeds of the sale (other than to a Subsidiary of the Issuer) of Qualified Capital Interests of the Issuer occurring within 60 days prior to such Restricted Payment;

        (iii)  the redemption, defeasance, repurchase or acquisition or retirement for value of any Debt of the Issuer or a Guarantor that is subordinate in right of payment to the Notes or the applicable Note Guarantee out of the net cash proceeds of an issue and sale (other than to a Subsidiary of the Issuer) of (x) new Refinancing Debt Incurred in accordance with the Indenture or (y) Qualified Capital Interests of the Issuer, in the case of (x) and (y), occurring within 60 days prior to such redemption, defeasance, repurchase, acquisition or retirement;

        (iv)  the purchase, redemption, retirement or other acquisition for value of Capital Interests in the Issuer held by employees, officers or directors or by former employees, officers or directors of the Issuer or any Restricted Subsidiary (or their estates or beneficiaries under their estates) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided that the aggregate consideration paid for such

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purchase, redemption, retirement or other acquisition of such Capital Interests does not exceed the sum of (A) $5.0 million in any fiscal year (provided that if less than $5.0 million is used for such purposes in any fiscal year, any unused amounts may be carried forward for use in one or more future periods; provided, further, that the aggregate amount of repurchases made pursuant to this clause (iv) (A) may not exceed $10.0 million in any fiscal year); plus (B) the cash proceeds of key man life insurance policies received by the Issuer and its Restricted Subsidiaries after the Issue Date (it being understood that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by this clause (B) in any calendar year);

         (v)  repurchase of Capital Interests in the Issuer deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities to the extent such Capital Interests represent a portion of the exercise price of those stock options, warrants or other convertible or exchangeable securities or repurchase of such Capital Interests to the extent the proceeds of such repurchase are used to pay taxes incurred by the holder thereof as a result of the issuance or grant thereof;

        (vi)  the prepayment of intercompany Debt, the Incurrence of which was permitted pursuant to the covenant described under "—Limitation on Incurrence of Debt";

       (vii)  cash payment, in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Capital Interests of the Issuer or a Restricted Subsidiary;

      (viii)  (I) the declaration and payment of dividends (a) to holders of any class or series of Redeemable Capital Interests of the Issuer or any Restricted Subsidiary issued or Incurred in compliance with the covenant described above under "—Limitation on Incurrence of Debt" or (b) to holders of Issuer's Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock until consummation of the Transactions and to holders of up to $10.0 million stated value of the Issuer's Series B Preferred Stock not repurchased or redeemed in the Transactions, in each case, (x) in accordance with the certificates of designation governing the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (in each case as in effect as of the Issue Date) and (y) so long as no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof; and (II) the repurchase or redemption of the Issuer's Series B Preferred Stock not repurchased or redeemed in the Transactions, (x) in accordance with the certificate of designation governing the Series B Preferred Stock (as in effect as of the Issue Date) and (y) solely with respect to any such repurchase or redemption on or prior to March 31, 2016, so long as (i) no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof and (ii) immediately after giving effect to such repurchase or redemption, the Issuer could Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to the first paragraph under the covenant described under "—Limitation on Incurrence of Debt";

        (ix)  upon the occurrence of a Change of Control or an Asset Sale, the defeasance, redemption, repurchase or other acquisition of any subordinated Debt pursuant to provisions substantially similar to those described under "—Change of Control" and "—Limitation on Asset Sales" in accordance with the terms of such subordinated Debt; provided that prior to or contemporaneously with such defeasance, redemption, repurchase or other acquisition, the Issuer has made an Offer to Purchase with respect to the Notes and has repurchased all Notes validly tendered for payment and not withdrawn in connection therewith;

         (x)  other Restricted Payments in an aggregate amount since the Issue Date not in excess of $15.0 million;

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        (xi)  the declaration and payment of dividends on the Issuer's common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity's common stock), following any Qualified Equity Offering after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in the form of Qualified Capital Interests in or from such offering; and

       (xii)  the consummation of the Transactions.

        For purposes of the covenant described above, if any Investment or Restricted Payment would be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of "Permitted Investments," the Issuer may classify such Investment or Restricted Payment in any manner that complies with this covenant and may later reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as so reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

        If any Person in which an Investment is made, which Investment constitutes a Restricted Payment when made, thereafter becomes a Restricted Subsidiary in accordance with the Indenture, all such Investments previously made in such Person shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to clause (c) of the first paragraph under this covenant, or clause (x) above, in each case to the extent such Investments would otherwise be so counted.

        If the Issuer or a Restricted Subsidiary transfers, conveys, sells, leases or otherwise disposes of an Investment in accordance with the covenant described under "—Limitation on Asset Sales," which investment was originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph under this covenant, the aggregate amount expended or declared for all Restricted Payments shall be reduced by the lesser of (i) the Net Cash Proceeds from the transfer, conveyance, sale, lease or other disposition of such Investment or (ii) the amount of the original Investment, in each case, to the extent originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph under this covenant.

        For purposes of this covenant, if a particular Restricted Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment.

Limitation on Liens

        The Issuer will not, and will not permit any of the Restricted Subsidiaries, directly or indirectly, to, enter into, create, incur, assume or suffer to exist any Liens of any kind on or with respect to the Collateral except Permitted Collateral Liens. Subject to the immediately preceding sentence, the Issuer will not, and will not permit any of the Restricted Subsidiaries, directly or indirectly, to enter into, create, incur, assume or suffer to exist any Liens of any kind, other than Permitted Liens, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom other than the Collateral without securing the Notes and all other amounts due under the Indenture and the Security Documents (for so long as such Lien exists) equally and ratably with (or prior to) the obligation or liability secured by such Lien.

        For purposes of determining compliance with this covenant, (A) a Lien securing an item of Debt need not be permitted solely by reference to the above paragraph or to one category (or portion thereof) of Permitted Liens described in the definition of "Permitted Liens" but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Debt (or any

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portion thereof) meets the criteria of the above paragraph or one or more of the categories (or portions thereof) of Permitted Liens described in the definition of "Permitted Liens," the Issuer shall, in its sole discretion, divide, classify or reclassify, or later divide, classify, or reclassify, such Lien securing such item of Debt (or any portion thereof) in any manner that complies (based on circumstances existing at the time of such division, classification or reclassification) with this covenant.

        With respect to any Lien securing Debt that was permitted to secure such Debt at the time of the Incurrence of such Debt, such Lien shall also be permitted to secure any Increased Amount of such Debt. The "Increased Amount" of any Debt shall mean any increase in the amount of such Debt in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Debt with the same terms or in the form of common equity of the Issuer or any direct or indirect payment of the Issuer, the payment of dividends on preferred stock in the form of additional shares of preferred stock of the same class, accretion of original issue discount or liquidation preference and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Debt.

Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries

        The Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, cause or suffer to exist or become effective or enter into any encumbrance or restriction (other than pursuant to the Indenture, law, rules or regulation) on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Interests owned by any of the Issuer or Restricted Subsidiaries or pay any Debt or other obligation owed to any of the Issuer or Restricted Subsidiaries, (ii) make loans or advances to any of the Issuer or Restricted Subsidiaries thereof or (iii) transfer any of its property or assets to the Issuer or any Restricted Subsidiaries.

        However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of:

        (a)   any encumbrance or restriction in existence on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings, in the good faith judgment of the Issuer, are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date;

        (b)   any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of the acquisition thereof by the Issuer or a Restricted Subsidiary);

        (c)   any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary; and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;

        (d)   any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive, taken as a whole, to the Holders than the encumbrances and

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restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended;

        (e)   customary provisions restricting subletting or assignment of any lease, contract, or license of the Issuer or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder;

        (f)    any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property;

        (g)   any encumbrance or restriction by reason of applicable law, rule, regulation or order;

        (h)   any encumbrance or restriction under the Indenture, the Notes (and the Exchange Notes) and the Note (and the Exchange Note) Guarantees;

        (i)    restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or lessors under contracts entered into in the ordinary course of business;

        (j)    provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

        (k)   any instrument governing Debt or Capital Interests of a Person acquired by the Issuer or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

        (l)    Liens securing Debt otherwise permitted to be incurred under the Indenture, including the provisions of the covenant described above under "—Limitation on Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;

        (m)  provisions of any Credit Facility and Intercreditor Agreement as in effect on the Issue Date and provisions of any other Credit Facility or Intercreditor Agreement that, as determined by management of the Issuer in its reasonable and good faith judgment, (i) will not materially impair the Issuer's ability to make payments required under the Notes and (ii) are not materially more restrictive, taken as a whole, than the provisions under any Credit Facility or Intercreditor Agreement, as the case may be, as in effect on the Issue Date;

        (n)   provisions of any agreement evidencing Debt incurred pursuant to the covenant described above under "—Limitation on Incurrence of Debt" that, as determined by management of the Issuer in its reasonable and good faith judgment, (i) will not materially impair the Issuer's ability to make payments required under the Notes and (ii) are not materially more restrictive, taken as a whole, than customary for financings of this type;

        (o)   any encumbrance or restriction pursuant to Purchase Money Debt and Capital Lease Obligations permitted under the Indenture, in each case, that impose encumbrances or restrictions of the nature discussed in clause (iii) of the first paragraph of this covenant on the property so acquired; and

        (p)   any customary encumbrance or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Interests or assets of the Issuer or any Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition.

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Limitation on Asset Sales

        (a)   The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly consummate an Asset Sale of any Notes Collateral, unless:

        (1)   other than in the case of an Event of Loss, the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of;

        (2)   other than in the case of an Event of Loss, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash, Eligible Cash Equivalents or Additional Assets (as defined below);

        (3)   to the extent that any consideration received by the Issuer or a Restricted Subsidiary in such Asset Sale constitute securities or other assets that constitute Collateral, such securities or other assets, including the assets of any Person that becomes a Guarantor as a result of such transaction, are following their acquisition added to the Collateral securing the Notes in accordance with the requirements of the Security Documents and the Intercreditor Agreement; and

        (4)   no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale.

        Within 365 days after the Issuer's or a Restricted Subsidiary's receipt of the Net Cash Proceeds of any Asset Sale covered by this clause (a), the Issuer or such Restricted Subsidiary, at its option, may apply the Net Cash Proceeds from such Asset Sale:

          (i)  to make one or more offers to the holders of the Notes (and, at the option of the Issuer, the holders of Permitted Additional Pari Passu Obligations) to purchase Notes (and such Permitted Additional Pari Passu Obligations) pursuant to and subject to the conditions contained in the Indenture (each, an "Asset Sale Offer"); provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to this clause (i), the Issuer or such Restricted Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, that if the Issuer or such Restricted Subsidiary shall so reduce any Permitted Additional Pari Passu Obligations, the Issuer will equally and ratably reduce Debt under the Notes by making an offer to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of the Notes, such offer to be conducted in accordance with the procedures set forth below for an Asset Sale Offer but without any further limitation in amount; or

         (ii)  to an investment in (a) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Interests and results in the Issuer or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Interests of such business such that it constitutes a Restricted Subsidiary, (b) properties, (c) capital expenditures or (d) other assets that, in each of (a), (b), (c) and (d), replace the businesses, properties and assets that are the subject of such Asset Sale or are used or useful in a Permitted Business (clauses (a), (b), (c) and (d) together, the "Additional Assets"); provided that to the extent that the assets that were subject to the Asset Sale constituted Notes Collateral, such Additional Assets shall also constitute Notes Collateral; provided, further, that the Issuer or such Restricted Subsidiary, as the case may be, promptly takes such action (if any) as may be required to cause that portion of such investment constituting Notes Collateral to be added to the Notes Collateral securing the Notes;

provided that in the case of clause (ii) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Issuer or a

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Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, further, that if such commitment is later terminated or cancelled prior to the application of such Net Cash Proceeds, then such Net Cash Proceeds shall constitute Excess Proceeds.

        Any Net Cash Proceeds from the Asset Sales covered by this clause (a) that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute "Excess Proceeds". Within 15 business days after the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall make an Asset Sale Offer to all holders of the Notes and, if required by the terms of any Permitted Additional Pari Passu Obligations, to the holders of such Permitted Additional Pari Passu Obligations, to purchase the maximum principal amount of Notes and such Permitted Additional Pari Passu Obligations that is $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and such Permitted Additional Pari Passu Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Permitted Additional Pari Passu Obligations surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer shall select the Notes and such Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Permitted Additional Pari Passu Obligations tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. After the Issuer or any Restricted Subsidiary has applied the Net Cash Proceeds from any Asset Sale of any Notes Collateral as provided in, and within the time periods required by, this paragraph (a), the balance of such Net Cash Proceeds, if any, from such Asset Sale of Notes Collateral shall be released by the Notes Collateral Agent to the Issuer or such Restricted Subsidiary for use by the Issuer or such Restricted Subsidiary for any purpose not prohibited by the terms of the Indenture.

        (b)   The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly consummate an Asset Sale of any assets that do not constitute Notes Collateral, unless:

        (1)   other than in the case of an Event of Loss, the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of;

        (2)   other than in the case of an Event of Loss, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash, Eligible Cash Equivalents or Additional Assets;

        (3)   to the extent that any consideration received by the Issuer and the Restricted Subsidiaries in such Asset Sale constitutes securities or other assets that constitute Collateral, such securities or other assets, including the assets of any Person that becomes a Guarantor as a result of such transaction, are following their acquisition added to the Collateral securing the Notes in accordance with the requirements of the Security Documents; and

        (4)   no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale.

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        Within 365 days after the Issuer's or Restricted Subsidiary's receipt of the Net Cash Proceeds from any such Asset Sale covered by this clause (b), the Issuer or such Restricted Subsidiary may at its option do any one or more of the following:

          (i)  reduce any Debt under the ABL Credit Agreement or any Debt of the Issuer or a Guarantor that in each case is secured by a Lien on the ABL Collateral that is prior to the Lien on the ABL Collateral in favor of holders of Notes, in each case other than Debt owed to the Issuer or a Subsidiary of the Issuer (but without, in the case of any reduction of revolving obligations under an asset based revolving credit agreement, the requirement for any permanent reduction in the amount of commitments in respect thereof);

         (ii)  make an investment in Additional Assets; provided, further, that the Issuer or such Restricted Subsidiary, as the case may be, promptly takes such action (if any) as may be required to cause that portion of such investment constituting Collateral to be added to the Collateral securing the Notes; or

        (iii)  to the extent such Net Cash Proceeds are not from Asset Sales of Collateral, permanently reduce Debt of a Restricted Subsidiary that is not a Guarantor, other than Debt owed to an Issuer, a Guarantor or a Restricted Subsidiary;

provided that in the case of clause (ii) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Issuer or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, further, that if such commitment is later terminated or cancelled prior to the application of such Net Cash Proceeds, then such Net Cash Proceeds shall constitute Excess Proceeds.

        Any Net Cash Proceeds from an Asset Sale of any assets that do not constitute Notes Collateral that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute "Excess ABL Proceeds". Within 15 business days after the aggregate amount of Excess ABL Proceeds exceeds $10.0 million, the Issuer shall make an offer to all holders of the Notes, and, if required by the terms of any Permitted Additional Pari Passu Obligations, to the holders of such Permitted Additional Pari Passu Obligations (an "ABL Asset Sale Offer"), to purchase the maximum principal amount of Notes and such Permitted Additional Pari Passu Obligations that is $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess ABL Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and such Permitted Additional Pari Passu Obligations tendered pursuant to an ABL Asset Sale Offer is less than the Excess ABL Proceeds, the Issuer may use any remaining Excess ABL Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes or the Permitted Additional Pari Passu Obligations surrendered by such holders thereof exceeds the amount of Excess ABL Proceeds, the Issuer shall select the Notes and such Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Permitted Additional Pari Passu Obligations tendered. Upon completion of any such ABL Asset Sale Offer, the amount of Excess ABL Proceeds shall be reset at zero.

        Pending the final application of any Net Cash Proceeds pursuant to clauses (a) and (b) of this covenant, the Issuer or the applicable Restricted Subsidiary may apply such Net Cash Proceeds temporarily to reduce Debt outstanding under a revolving credit facility or otherwise invest such Net Cash Proceeds in any manner not prohibited by the Indenture.

        (c)   For the purposes of this covenant, any sale by the Issuer or a Restricted Subsidiary of the Capital Interests of the Issuer or a Restricted Subsidiary that owns assets constituting Notes Collateral

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or ABL Collateral shall be deemed to be a sale of such Notes Collateral or ABL Collateral (or, in the event of a Restricted Subsidiary that owns assets that include any combination of Notes Collateral and ABL Collateral, a separate sale of each of such Notes Collateral and ABL Collateral). In the event of any such sale (or a sale of assets that includes any combination of Notes Collateral and ABL Collateral), the proceeds received by the Issuer and the Restricted Subsidiaries in respect of such sale shall be allocated to the Notes Collateral and ABL Collateral in accordance with their respective fair market values, which shall be determined by the Board of Directors of the Issuer or, at the Issuer's election, an independent third party. In addition, for purposes of this covenant, any sale by the Issuer or any Restricted Subsidiary of the Capital Interests of any Person that owns only ABL Collateral will not be subject to paragraph (a) above, but rather will be subject to paragraph (b) above.

        (d)   For purposes of this covenant, the following are deemed to be cash or Eligible Cash Equivalents:

        (1)   any liabilities (as shown on the Issuer's, or such Restricted Subsidiary's, most recent balance sheet or in the notes thereto) of the Issuer or any Restricted Subsidiary that are assumed by the transferee of any such assets and for which the Issuer and all Restricted Subsidiaries have been validly released by all creditors in writing; and

        (2)   any securities received by the Issuer, a Guarantor or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale.

        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

Limitation on Transactions with Affiliates

        The Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of related transactions, contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an "Affiliate Transaction"), unless:

          (i)  such Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that could reasonably have been obtained in a comparable arm's length transaction by the Issuer or such Restricted Subsidiary with an unaffiliated party; and

         (ii)  with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above; and

        (iii)  with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, the Issuer must obtain and deliver to the Trustee a written opinion of a nationally recognized investment banking, accounting or appraisal firm (an "Independent Financial Advisor") stating that the transaction is fair to the Issuer or such Restricted Subsidiary, as the case may be, from a financial point of view.

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        The foregoing limitation does not limit, and shall not apply to:

        (1)   Restricted Payments that are permitted by the provisions of the Indenture described above under "—Limitation on Restricted Payments" or Permitted Investments;

        (2)   the payment of reasonable and customary fees and indemnities to members of the Board of Directors of the Issuer or a Restricted Subsidiary;

        (3)   the payment (and any agreement, plan or arrangement relating thereto) of reasonable and customary compensation and other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to officers and employees of the Issuer or any Restricted Subsidiary;

        (4)   transactions between or among the Issuer and/or the Restricted Subsidiaries;

        (5)   the issuance of Capital Interests (other than Redeemable Capital Interests) of the Issuer otherwise permitted hereunder and the granting of registration and other customary rights in connection therewith;

        (6)   any agreement or arrangement as in effect on the Issue Date and any amendment, extension or modification thereto so long as such amendment, extension or modification is not more disadvantageous to the Holders of the Notes in any material respect;

        (7)   any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Issuer or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto so long as such amendment, extension or modification is not more disadvantageous to the Holders of the Notes in any material respect;

        (8)   transactions in which the Issuer delivers to the Trustee a written opinion from an Independent Financial Advisor to the effect that the transaction is fair, from a financial point of view, to the Issuer and any relevant Restricted Subsidiaries;

        (9)   any contribution of capital to the Issuer;

        (10) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or any similar agreement entered into after the Issue Date shall only be permitted by this clause (10) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect to the Holders when taken as a whole as compared to the original agreement in effect on the Issue Date;

        (11) transactions with customers, clients, suppliers or purchasers or sellers of goods or services that do not, directly or indirectly, own Capital Interests in the Issuer and in which the Issuer does not, directly or indirectly, own Capital Interests, in each case, in the ordinary course of business and otherwise in compliance with the terms of the Indenture and which are on terms at least as favorable as might reasonably have been obtained at such time in a comparable arm's length transaction with an unaffiliated party; and

        (12) the Transactions and the payment of all fees and expenses related to the Transactions.

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Provision of Financial Information

        Whether or not required by the Commission, so long as any Notes are outstanding, the Issuer will furnish without cost to the Trustee and the Holders of Notes, or file electronically with the Commission through the Commission's Electronic Data Gathering, Analysis and Retrieval System (or any successor system), within 15 days after the time periods specified in the Commission's rules and regulations:

        (1)   all quarterly and annual reports, including financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Issuer's certified independent accountants; and

        (2)   all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports,

in each case, prepared in a manner that complies in all material respects with the requirements specified in such form.

        Notwithstanding the provisions of the foregoing paragraph,

        (a)   the Issuer may satisfy its obligations to deliver the information and reports referred to in clauses (1) and (2) above by filing the same with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing); and

        (b)   unless required by the rules and regulations of the Commission (as such rules and regulations may be waived by the Commission) following completion of this exchange offer:

          (i)  no certifications or attestations concerning disclosure controls and procedures or internal controls and no certifications or attestations that would otherwise be required pursuant to the Sarbanes-Oxley Act of 2002 will be required at any time when the Issuer would not otherwise be subject to such statute,

         (ii)  nothing contained in the Indenture shall otherwise require the Issuer to comply with the terms of the Sarbanes-Oxley Act of 2002 at any time when it would not otherwise be subject to such statute,

        (iii)  no additional disclosures or financial statements required by Rule 3-10 or Rule 3-16 of Regulation S-X promulgated under the Securities Act shall be required, and

        (iv)  the Issuer shall not be required to comply with the requirements of Rule 3-05 and Article 11 of Regulation S-X with respect to the probable or completed acquisition of any business out of bankruptcy to the extent the Issuer determines, reasonably and in good faith, that such audited and unaudited historical information is not available without unreasonable expense or effort (which determination shall be evidenced by a certificate of the principal financial officer of the Issuer to the Trustee on behalf of the holders), in which case the Issuer shall deliver (A) the financial statements actually received by the Issuer in connection with the acquisition, whether or not audited, together with a pro forma balance sheet and other pro forma information that may reasonably be prepared by the Issuer showing the effect of the acquisition on the Issuer in a manner that is as consistent with the requirements and principles of Article 11 as is reasonably practicable, and (B) any other financial statements or other information delivered to any other holder of Debt or Capital Interests in the Issuer.

In addition, the Issuer and the Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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        The Issuer shall maintain a website to which Holders of Notes and prospective Holders of Notes (limited to prospective investors who are "qualified institutional buyers" within the meaning of Rule 144A of the Securities Act or are non-U.S. Persons as defined in Regulation S under the Securities Act, in each case that certify their status to the reasonable satisfaction of the Issuer) and securities analysts and market makers are given access and to which all of the reports and notices required by this "Provision of Financial Information" covenant are posted or shall file such information with the Securities and Exchange Commission.

        So long as any Notes are outstanding, the Issuer will also, within 15 business days after furnishing the Trustee with the annual and quarterly information required pursuant to clause (1) of the first paragraph of this section, hold a conference call to discuss such reports and the results of operations for the relevant reporting period. The website referenced in the preceding paragraph will permit subscription for electronic notices. Through such subscription function, the Issuer will issue or cause to be issued electronic notice to subscribers at least two business days prior to the date of the conference call required to be held pursuant to this paragraph, with such notice to include the time and date set for the conference call and any information necessary to access the call.

        If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent such Unrestricted Subsidiaries constitute in the aggregate in excess of either 5% of the Issuer's Consolidated Net Tangible Assets or 5% of the Issuer's consolidated revenues, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.

Additional Note Guarantees

        After the Issue Date, the Issuer will cause each of the Wholly-Owned Restricted Subsidiaries (other than (x) any Foreign Subsidiary and (y) any Restricted Subsidiary that is prohibited by law from guaranteeing the Notes or that would experience adverse regulatory consequences as a result of providing a guarantee of the Notes (so long as, in the case of this clause (y), such Restricted Subsidiary has not provided a guarantee of any other Debt of the Issuer or any of the Guarantors)) to guarantee the Notes and the Issuer's other obligations under the Indenture within thirty (30) days of becoming a Restricted Subsidiary.

        Each Note Guarantee by a Guarantor will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. See "Risk Factors—Risks Related to the Notes—A court could deem the issuance of the notes or the guarantees to be a fraudulent conveyance and void all or a portion of the obligations represented by the notes or the guarantees". The Obligations under the Notes, the Note Guarantees and the Indenture and any Permitted Additional Pari Passu Obligations of any Person that is or becomes a Guarantor after the Issue Date will be secured equally and ratably by a Lien in the Collateral granted to the Collateral Agent for the benefit of the Holders of the Notes and the holders of Permitted Additional Pari Passu Obligations. Such Guarantor will within thirty (30) days of becoming such Restricted Subsidiary enter into a joinder agreement to the applicable Security Documents or new Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes and take all actions advisable in the opinion of the Issuer, as set forth in an Officers' Certificate accompanied by an opinion of counsel to the Issuer, to cause the Liens created by the Security Documents to be duly perfected to the extent required by such documents in accordance with all applicable law, including the filing of financing statements in the jurisdictions of incorporation or formation of the Issuer and the

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Guarantors. The Issuer shall also deliver an opinion of counsel satisfactory to the Trustee. The Note Guarantees will be released as set forth under "—Guarantees".

Limitation on Creation of Unrestricted Subsidiaries

        The Issuer may designate any Subsidiary of the Issuer to be an "Unrestricted Subsidiary" as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary.

        The Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer as an Unrestricted Subsidiary under the Indenture (a "Designation") only if:

        (1)   no Default shall be continuing after giving effect to such Designation; and

        (2)   the Issuer would be permitted to make, at the time of such Designation, (i) a Permitted Investment or (ii) an Investment pursuant to the first paragraph of "—Limitations on Restricted Payments" above, in either case, in an amount (the "Designation Amount") equal to the Fair Market Value of the Issuer's proportionate interest in such Subsidiary on such date.

No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiary:

        (1)   to the extent the Debt of the Subsidiary is not Non-Recourse Debt, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under the covenant described under "—Limitation on Incurrence of Debt";

        (2)   is not party to any agreement, contract, arrangement or understanding that would not be permitted under the covenant described under "—Limitation on Transactions with Affiliates"; and

        (3)   is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Capital Interests or (b) to maintain or preserve the Person's financial condition or to cause the Person to achieve any specified levels of operating results, unless such obligation is a Permitted Investment or is otherwise permitted under the covenant described under "—Limitation on Restricted Payments".

        If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Debt of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Debt is not permitted to be incurred under the covenant described under "—Limitation on Incurrence of Debt," or the Lien is not permitted under the covenant described under "—Limitation on Liens," the Issuer shall be in default of the applicable covenant.

        An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred under the covenant described under "—Certain Covenants—Limitation on Incurrence of Debt" and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to the covenant described under "—Limitation on Liens".

        All Designations must be evidenced by an Officers' Certificate delivered to the Trustee certifying compliance with the foregoing provisions.

Consolidation, Merger, Conveyance, Transfer or Lease

        The Issuer will not, in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Restricted Subsidiary into the Issuer in which the Issuer is the continuing Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all

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of the assets of the Issuer and its Subsidiaries (determined on a consolidated basis), taken as a whole, to any other Person, unless:

          (i)  either: (a) the Issuer shall be the continuing Person or (b) the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged, or the Person that acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the property and assets of the Issuer (such Person, the "Surviving Entity"), (1) shall be a corporation, partnership, limited liability company or similar entity organized and validly existing under the laws of the United States, any political subdivision thereof or any state thereof or the District of Columbia, (2) shall expressly assume, by a supplemental indenture, the due and punctual payment of all amounts due in respect of the principal of (and premium, if any) and interest on all the Notes and the performance of the covenants and obligations of the Issuer under the Indenture and (3) shall expressly assume the due and punctual performance of the covenants and obligations of the Issuer under the Security Documents; provided, however, that if the Surviving Entity is not a corporation, a co-obligor of the Notes is a corporation satisfying such requirements;

         (ii)  immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing or would result therefrom;

        (iii)  in the case of a transaction involving the Issuer, immediately after giving effect to any such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions) as if such transaction or series of transactions had occurred on the first day of the determination period, the Issuer (or the Surviving Entity if the Issuer is not the continuing Person), (x) could Incur $1.00 of additional Debt (other than Permitted Debt) under the first paragraph of the covenant described under "—Limitation on Incurrence of Debt" or (y) the Consolidated Fixed Charge Coverage Ratio for the Issuer (or the Surviving Entity if the Issuer is not the continuing Person) and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction or series of transactions;

        (iv)  the Issuer delivers, or causes to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of the Indenture;

         (v)  the Surviving Entity causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Surviving Entity;

        (vi)  the Collateral owned by or transferred to the Surviving Entity shall (a) continue to constitute Collateral under the Indenture and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes and (c) not be subject to any Lien other than Permitted Collateral Liens; and

       (vii)  the property and assets of the Person which is merged or consolidated with or into the Surviving Entity, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Surviving Entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in the Indenture.

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        The preceding clause (iii) will not prohibit a merger between the Issuer and an Affiliate incorporated solely for the purpose of converting the Issuer into a corporation organized under the laws of the United States or any political subdivision or state thereof; so long as, the amount of Debt of the Issuer and the Restricted Subsidiaries is not increased thereby, except for Debt incurred in the ordinary course of business to pay fees, expenses and other costs associated with such transaction.

        No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the Surviving Entity), another Person other than the Issuer or a Guarantor, unless:

        (1)   immediately after giving effect to that transaction, no Default or Event of Default exists; and

        (2)   either (a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidated or merger assumes all the obligations of such Guarantor pursuant to a supplemental indenture or (b) the transaction constitutes a sale or other disposition of the Subsidiary Guarantor in accordance with the terms of the Indenture or the sale or disposition of all or substantially all of the assets of the Subsidiary Guarantor otherwise permitted by the Indenture.

        For all purposes of the Indenture and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the Indenture and all Debt, and all Liens on property or assets, of the Surviving Entity and its Subsidiaries that was not Debt, or were not Liens on property or assets, of the Issuer and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been Incurred upon such transaction or series of transactions.

        Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in the immediately preceding paragraphs, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or Guarantors, as applicable, under the Indenture with the same effect as if such Surviving Entity had been named as the Issuer or Guarantors therein, as applicable; and when a Surviving Entity duly assumes all of the obligations and covenants of the Issuer or Guarantors, as applicable, pursuant to the Indenture and the Notes, except in the case of a lease, the predecessor Person shall be relieved of all such obligations.

        There is no precise established definition of the phrase "substantially all" under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve "all or substantially all" of the property or assets of a Person.

Limitation on Business Activities

        The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

Events of Default

        Each of the following is an "Event of Default" under the Indenture:

        (1)   default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption, required repurchase or otherwise);

        (2)   default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

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        (3)   the Issuer fails to accept and pay for Notes tendered when and as required pursuant to a Change of Control Offer as described under the caption "—Change of Control";

        (4)   except as permitted by the Indenture, (i) any Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), shall for any reason cease to be, in full force and effect and enforceable in accordance with its terms (except as specifically provided in the Indenture) for a period of 30 days after written notice thereof by the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes or (ii) the Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason be asserted by any of the Guarantors or the Issuer not to be in full force and effect and enforceable in accordance with its terms;

        (5)   default in the performance, or breach, of (i) any covenant or agreement of the Issuer or any Guarantor in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2), (3) or (4) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;

        (6)   a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Issuer or any Restricted Subsidiary (other than Debt owed to the Issuer or a Restricted Subsidiary) having, individually or in the aggregate, a principal or similar amount outstanding of at least $10.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $10.0 million of principal amount of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

        (7)   the entry against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $10.0 million and not covered by insurance (not disputed), by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days;

        (8)   certain events in bankruptcy, insolvency or reorganization affecting the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary); or

        (9)   (x) with respect to a material portion of the Collateral, individually or in the aggregate, (a) any default or breach by the Issuer or any Guarantor in the performance of its obligations under the Security Documents or the Indenture which adversely affects the condition or value of such Collateral or the enforceability, validity, perfection or priority of the Liens in such Collateral, in each case taken as a whole, in any material respect, and continuance of such default or breach for a period of 60 days after written notice thereof by the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes, or (b) any security interest created under the Security Documents or under the Indenture is declared invalid or unenforceable by a court of competent jurisdiction or (y) the Issuer or any of the Guarantors asserts, in any pleading in any court of competent jurisdiction, that any security interest in any Collateral is invalid or unenforceable.

        If an Event of Default (other than an Event of Default specified in clause (8) above with respect to the Issuer) occurs and is continuing, then and in every such case the Trustee or the Holders of not

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less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Issuer (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.

        In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Debt within 20 business days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

        If an Event of Default specified in clause (8) above occurs with respect to the Issuer, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. For further information as to waiver of defaults, see "—Amendment, Supplement and Waiver". The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so.

        No Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note directly (as opposed to through the Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the respective due dates expressed in such Note.

        The Issuer will be required to furnish to the Trustee annually a statement as to the performance of certain obligations under the Indenture and as to any default in such performance. The Issuer also is required to notify the Trustee if it becomes aware of the occurrence of any Default or Event of Default.

Amendment, Supplement and Waiver

        Without the consent of any Holders, the Issuer, the Guarantors, the Trustee and the Collateral Agent, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture, the Guarantees and the Security Documents for any of the following purposes:

        (1)   to evidence the succession of another Person to the Issuer or any of the Guarantors and the assumption by any such successor of the covenants of the Issuer or such Guarantor in the Indenture, the Guarantees and the Security Documents and in the Notes;

        (2)   to add to the covenants of the Issuer for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuer;

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        (3)   to add additional Events of Default;

        (4)   to provide for uncertificated Notes in addition to or in place of certificated Notes;

        (5)   to evidence and provide for the acceptance of appointment under the Indenture and the Security Documents by a successor Trustee or Collateral Agent;

        (6)   to provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture;

        (7)   to add to the Collateral securing the Notes, to add a Guarantor or to release a Guarantor and Collateral in accordance with the Indenture;

        (8)   to cure any ambiguity, defect, omission, mistake, error or inconsistency;

        (9)   to make any change or other provisions with respect to matters or questions arising under the Indenture; provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Issuer;

        (10) to conform any provision of the Indenture, the Security Documents or the Notes to any provision of this "Description of Notes";

        (11) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Obligations under the Indenture, the Notes and the Security Documents, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the Indenture, any of the Security Documents or otherwise;

        (12) to provide for the release of Collateral from the Lien of the Indenture and the Security Documents or subordinate to such Lien when permitted or required by the Security Documents or the Indenture or to otherwise amend any Security Document with respect to the ABL Collateral in a manner consistent with any corresponding amendment to the Security Documents governing the ABL Collateral so long as such amendment does not result in a release of Collateral not otherwise permitted by the Security Documents or the Indenture;

        (13) to enter into or amend the Intercreditor Agreement and/or the Security Documents (or supplement the Intercreditor Agreement and/or Security Documents) under circumstances provided therein including (x) if the Issuer incurs Credit Facility Obligations and/or Permitted Additional Pari Passu Obligations and (y) in connection with the refinancing of the Credit Facility Obligation and to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include any of the foregoing in the Intercreditor Agreement and Security Documents;

        (14) at the Issuer's election, to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act, if such qualification is required;

        (15) to make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes;

        (16) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable

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securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect; and

        (17) to secure any Permitted Additional Pari Passu Obligations to the extent permitted under the Indenture and the Security Documents.

        With the consent of (i) the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to the Indenture (together with the other consents required thereby) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or the Notes or of modifying in any manner the rights of the Holders of the Notes under the Indenture, including the definitions therein and (ii) the holders of not less than a majority in aggregate principal amount of the outstanding Notes and the Permitted Additional Pari Passu Obligations, voting as one class, the Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or otherwise modify in any manner the Security Documents or the obligations thereunder, including, without limitation, as to property that constitutes less than all or substantially all of the Collateral, release the Lien on such collateral; provided, however, that no such supplemental indenture, modification or amendment shall, without the consent of the Holder of each outstanding Note affected thereby:

        (1)   change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor,

        (2)   reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture,

        (3)   modify the obligations of the Issuer to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales or Excess Proceeds from an Event of Loss if such modification was done after the occurrence of such Change of Control or after the obligation to make an Asset Sale Offer has arisen, as applicable; provided that prior to the occurrence of a Change of Control or Asset Sale, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive the requirement to make or complete an Offer to Purchase or Asset Sale Offer,

        (4)   subordinate, in right of payment, the Notes to any other Debt of the Issuer,

        (5)   modify any of the provisions of this paragraph or provisions relating to waivers of past payment defaults or the rights of Holders of Notes to receive payments of principal or premium, if any, on the Notes, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or

        (6)   release any Guarantees of any Subsidiaries that constitute (individually or in the aggregate) in excess of either 5% of the Issuer's Consolidated Net Tangible Assets or 5% of the Issuer's consolidated revenues required to be maintained under the Indenture (other than in accordance with the terms of the Indenture).

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        In addition, any amendment to, or waiver of, the provisions of the Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes other than in accordance with the Indenture and the Security Documents or modifying the Intercreditor Agreement in any manner adverse in any material respect to the Holders of the Notes will require the consent of the Holders of at least 66²/3% in aggregate principal amount of the Notes (including, for the avoidance of doubt, Additional Notes) then outstanding, voting as one class.

        The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default:

        (1)   in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or

        (2)   in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

Satisfaction and Discharge of the Indenture; Defeasance

        The Issuer and the Guarantors may terminate the obligations under the Indenture and the Security Documents (a "Discharge") when:

        (1)   either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption;

        (2)   the Issuer has paid or caused to be paid all other sums then due and payable under the Indenture by the Issuer;

        (3)   the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than the Indenture) to which the Issuer or any of the Guarantors is a party or by which the Issuer or any of the Guarantors is bound;

        (4)   the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and

        (5)   the Issuer has delivered to the Trustee an Officers' Certificate and an opinion of counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under the Indenture relating to the Discharge and any redemption, if applicable, have been complied with.

        The Issuer may elect, at its option, to have its obligations discharged with respect to the outstanding Notes ("legal defeasance"). Such defeasance means that the Issuer will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for:

        (1)   the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Notes when payments are due,

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        (2)   the Issuer's obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust,

        (3)   the rights, powers, trusts, duties and immunities of the Trustee,

        (4)   the Issuer's right of optional redemption, and

        (5)   the defeasance provisions of the Indenture.

        In addition, the Issuer and the Guarantors may elect, at their option, to have their obligations released with respect to the Guarantees and the Security Documents and certain covenants, including, without limitation, the obligation to make Offers to Purchase in connection with Asset Sales and any Change of Control, in the Indenture ("covenant defeasance") and any omission to comply with such obligation shall not constitute a Default or an Event of Default with respect to the Notes. In the event covenant defeasance occurs, certain events (not including nonpayment, bankruptcy and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes.

        In order to exercise either legal defeasance or covenant defeasance with respect to outstanding Notes:

        (1)   the Issuer must irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (A) money in an amount, or (B) U.S. government obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of and premium, if any, and interest on such Notes on the Stated Maturity thereof or (if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer) the redemption date thereof, as the case may be, in accordance with the terms of the Indenture and such Notes;

        (2)   in the case of legal defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur;

        (3)   in the case of covenant defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur;

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        (4)   no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such borrowing);

        (5)   such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than the Indenture) to which either Issuer is a party or by which either Issuer is bound; and

        (6)   the Issuer shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent with respect to such legal defeasance or covenant defeasance have been complied with.

        In connection with a Discharge, in the event the Issuer becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Issuer, disbursement of such monies may be subject to the automatic stay of the bankruptcy code and monies disbursed to Holders may be subject to disgorgement in favor of the Issuer's estate. Similar results may apply upon the insolvency of the Issuer during the applicable preference period following the deposit of monies in connection with legal defeasance.

        Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a legal defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

The Trustee

        U.S. Bank National Association, the Trustee under the Indenture, will be the initial paying agent and registrar for the Notes and the Notes Collateral Agent under the Security Documents. Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture.

        The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise.

        The Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. Subject to such provisions, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders pursuant to the Indenture, unless such Holders shall have provided to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

        The Indenture provides that neither the Trustee nor the Collateral Agent shall be responsible for the existence, genuineness, value or protection of any Collateral (except for the safe custody of Collateral in its possession), for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Lien in the Collateral.

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No Personal Liability of Stockholders, Partners, Officers or Directors

        No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Issuer or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Issuer under the Notes, any Note Guarantee or the Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

Governing Law

        The Indenture, the Notes, the Intercreditor Agreement and the Security Agreement are governed by, and will be construed in accordance with, the laws of the State of New York.

Certain Definitions

        Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any capitalized term used herein for which no definition is provided.

        "ABL Collateral" means the portion of the Collateral as to which the Notes and the Note Guarantees have a second-priority security interest subject to certain Permitted Collateral Liens as described under "Security—ABL Collateral".

        "ABL Credit Agreement" means that certain Credit Agreement, dated November 29, 2010, and as amended and restated by that certain Amended and Restated Credit Agreement to be dated on or about the Issue Date, by and among the Issuer and certain of its Subsidiaries, as Borrowers, Wells Fargo Capital Finance, LLC, as the Agent, and the lenders signatory thereto, together with all related notes, letters of credit, collateral documents, guarantees, and any other related agreements and instruments executed and delivered in connection therewith, in each case as amended, modified, supplemented, restated, refinanced, refunded or replaced in whole or in part from time to time including by or pursuant to any agreement or instrument that extends the maturity of any Debt thereunder, or increases the amount of available borrowings thereunder (provided that such increase in borrowings is permitted under the definition of the term "Permitted Debt"), or adds Subsidiaries of the Issuer as additional borrowers or guarantors thereunder, in each case with respect to such agreement or any successor or replacement agreement and whether by the same or any other agent, lender, group of lenders, purchasers or debt holders.

        "ABL Credit Agreement Obligations" means all advances to, and debts, liabilities, obligations, covenants and duties of the Issuer and its Restricted Subsidiaries parties thereto, arising under the ABL Credit Agreement or otherwise with respect to any loan or letter of credit thereunder or any related Hedging Obligation, Bank Product obligation or cash management obligation that is secured thereby, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Issuer or any Restricted Subsidiary of any proceeding under applicable bankruptcy, insolvency, conservatorship, assignment for the benefit of creditors, moratorium, receivership, reorganization or similar debtor relief laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

        "ABL Priority Leverage Ratio" means, as of any date of determination (the "Determination Date"), the ratio of (a) the aggregate amount of all Debt secured by first priority Liens on the ABL Collateral of the Issuer and the Restricted Subsidiaries on the Determination Date to (b) the aggregate amount of Consolidated EBITDA for the Four-Quarter Period. For purposes of this definition, Debt and

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Consolidated EBITDA shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

        (a)   the Incurrence of any Debt of the Issuer or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Debt occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination Date, as if such Incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and

        (b)   any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Debt and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis in accordance with Regulation S-X under the Exchange Act associated with any such Asset Acquisition or Asset Sale)) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Debt or Acquired Debt) occurred on the first day of the Four-Quarter Period;

provided that no pro forma effect shall be given to the incurrence of any Permitted Debt Incurred on such date of determination or the discharge on such date of determination of any Debt from the proceeds of any such Permitted Debt; provided, further, that for purposes of calculating Debt for the ABL Priority Leverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period.

        "Acquired Debt" means Debt of a Person (including an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person.

        "Additional Interest" means all amounts, if any, payable pursuant to the provisions relating to additional interest under the registration rights agreements prior to consummation of this exchange offer.

        "Affiliate" of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings that correspond to the foregoing.

        "Applicable Premium" means, as calculated by the Issuer, with respect to any Note on any applicable redemption date, the greater of:

        (1)   1.00% of the then outstanding principal amount of the Note; and

        (2)   the excess of:

        (a)   the present value at such redemption date of (i) the redemption price of the Note at June 1, 2016 (such redemption price being set forth in the table appearing above under "—Optional Redemption") plus (ii) all required interest payments due on the Note through June 1, 2016 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (b)   the then outstanding principal amount of the Note.

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        "Asset Acquisition" means:

        (a)   an Investment by the Issuer or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into the Issuer or any Restricted Subsidiary; or

        (b)   the acquisition by the Issuer or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business and consistent with past practices.

        "Asset Sale" means (x) any transfer, conveyance, sale, lease or other disposition (including, without limitation, dispositions pursuant to any consolidation or merger) by the Issuer or any Restricted Subsidiary to any Person (other than to the Issuer or one or more Restricted Subsidiaries) in any single transaction or series of transactions of (i) Capital Interests in another Person (other than Capital Interests in the Issuer or directors' qualifying shares or shares or interests required to be held by foreign nationals pursuant to local law); or (ii) any other property or assets (other than in the normal course of business, including any sale or other disposition of obsolete or permanently retired equipment and any sale of inventory in the ordinary course of business) or (y) an Event of Loss; provided, however, that the term "Asset Sale" shall exclude:

        (a)   any asset disposition permitted by the provisions described under "—Consolidation, Merger, Conveyance, Lease or Transfer" that constitutes a disposition of all or substantially all of the assets of the Issuer and the Restricted Subsidiaries taken as a whole;

        (b)   any single transaction or series of related transactions that involve the sale of assets or sale of Capital Interests of a Restricted Subsidiary having a Fair Market Value of less than $2.5 million;

        (c)   sales or other dispositions of cash or Eligible Cash Equivalents;

        (d)   sales of interests in Unrestricted Subsidiaries;

        (e)   the sale and leaseback of any assets within 180 days of the acquisition thereof;

        (f)    the disposition of assets that, in the good faith judgment of the Board of Directors or management of the Issuer, are no longer used or useful in the business of such entity;

        (g)   a Restricted Payment or Permitted Investment that is otherwise permitted by the Indenture;

        (h)   the sale or lease of equipment or inventory in the ordinary course of business;

        (i)    the creation of a Lien (but not the sale or other disposition of the property subject to such Lien);

        (j)    leases or subleases in the ordinary course of business to third persons not interfering in any material respect with the business of the Issuer or any of the Restricted Subsidiaries and otherwise in accordance with the provisions of the Indenture;

        (k)   dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business;

        (l)    licensing of intellectual property in accordance with industry practice in the ordinary course of business;

        (m)  an issuance of Capital Interests by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary;

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        (n)   any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind in the ordinary course of business;

        (o)   the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

        (p)   the grant in the ordinary course of business of any license of patents, trademarks, know-how and any other intellectual property; or

        (q)   sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements or similar binding arrangements.

        For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale, shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.

        "Average Life" means, as of any date of determination, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment (including any sinking fund or mandatory redemption payment requirements) of such Debt multiplied by (y) the amount of such principal payment by (ii) the sum of all such principal payments.

        "Bank Collateral Agent" means Wells Fargo Capital Finance, LLC and any successor under the ABL Credit Agreement, or if there is no ABL Credit Agreement, the "Bank Collateral Agent" designated pursuant to the terms of the Credit Facility Obligations.

        "Bank Lender" means any lender or holder of Debt under the ABL Credit Agreement.

        "Bank Product" means any services or facilities provided to the Issuer or any Guarantor by the Bank Collateral Agent, any Bank Lender, or any of their respective Affiliates including, without limitation, Hedging Obligations.

        "Board of Directors" means (i) with respect to the Issuer or any Restricted Subsidiary, its board of directors or, other than for purposes of the definition of "Change of Control," any duly authorized committee thereof; (ii) with respect to any other corporation, the board of directors of such corporation or any duly authorized committee thereof; and (iii) with respect to any other entity, the board of directors or similar body of the general partner or managers of such entity or any duly authorized committee thereof.

        "Borrowing Base" means, as of any date of determination, the result of (a) 85% of the face amount of all accounts receivable owned by the Issuer and its Restricted Subsidiaries based on the most recently prepared consolidated balance sheet of the Issuer and its Restricted Subsidiaries preceding such date that were not more than 60 days past due; plus (b) 85% of the appraised net orderly liquidation value of Vehicles owned by the Issuer and its Restricted Subsidiaries; plus (c) 85% of the hard costs of new Vehicles, in the case of clauses (b) and (c), as of the end of the most recent fiscal quarter preceding such date.

        "Capital Interests" in any Person means any and all shares, interests (including preferred interests, restricted stock interests and stock options, warrants and other convertible instruments), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person.

        "Capital Lease Obligations" means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP;

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and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of "—Certain Covenants—Limitation on Liens," a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.

        "Change of Control" means the occurrence of any of the following events:

        (a)   the acquisition by any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that is or becomes the "beneficial owner" (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (a) such person or group or Permitted Holder shall be deemed to have "beneficial ownership" of all shares that any such person or group has the right to acquire by conversion or exercise of other securities, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the Voting Interests in the Issuer;

        (b)   following the Issue Date, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Issuer (together with any new directors whose election by the Board of Directors or whose nomination for election by the equity holders of the Issuer was approved either (x) by a vote of a majority of the directors of the Issuer then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved or (y) by the Permitted Holders) cease for any reason to constitute a majority of the Issuer's Board of Directors then in office; or

        (c)   the Issuer sells, conveys, transfers or leases (either in one transaction or a series of related transactions) all or substantially all of the Issuer's assets (determined on a consolidated basis) to any Person (other than a Person that is controlled by any of the Permitted Holders), or the Issuer consolidates with or merges into another Person or any Person consolidates with or merges into the Issuer other than pursuant to a transaction in which the holders of the Voting Interests in the Issuer immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Interests of the surviving corporation immediately after such transaction in substantially the same proportion as before the transaction.

        "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

        "Collateral" means all of the assets of the Issuer and the Guarantors, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any Obligations pursuant to the Notes and the Note Guarantees and any Permitted Additional Pari Passu Obligations (including proceeds and products thereof).

        "Commission" means the Securities and Exchange Commission.

        "Consolidated EBITDA" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, the following, other than with respect to clause (9), to the extent deducted in computing such Consolidated Net Income:

        (1)   Consolidated Income Tax Expense (other than income tax expense (either positive or negative) attributable to extraordinary gains or losses); plus

        (2)   the Consolidated Interest Expense of such Person and the Restricted Subsidiaries for such period; plus

        (3)   the aggregate depreciation, amortization (including amortization of goodwill and other intangibles) and other Consolidated Non-cash Charges, including straight line rent expense and pension expense, to the extent non-cash; plus

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        (4)   an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, disposition of any securities by such Person or any of its Restricted Subsidiaries or extinguishment of any Debt of such Person or any of its Restricted Subsidiaries; plus

        (5)   the Consolidated Fixed Charges of such Person and its Restricted Subsidiaries for such period; plus

        (6)   claims costs, claims management expenses and adjustments to reserves under workers' compensation, trucker's liabilities and general liability insurance for claims related to events occurring on or prior to July 27, 2009; plus

        (7)   pension partial or full withdrawal expense in connection with the Western Conference of Teamsters Pension Trust for such period, to the extent that such expenses were deducted in computing such Consolidated Net Income; plus

        (8)   severance and like expenses accrued under any employment or consulting agreement in effect on the Issue Date to the extent expensed, determined on a consolidated basis with GAAP; plus

        (9)   the amount of cost savings, operational improvements and other synergies projected by the Issuer in good faith to be realized as a result of actions taken or expected to be taken (including, without limitation, actions taken or expected to be taken in connection with Asset Sales, Asset Acquisitions, investments and discontinued operations for which pro forma adjustments are required in connection with the calculation of any ratio contained herein) during such period (calculated on a pro forma basis as though such cost savings, operational improvements and other synergies had been realized on the first day of such period), but not including the amount of actual benefits realized during such period from such actions; provided that (w) such cost savings, operational improvements and other synergies are reasonably identifiable and factually supportable, (x) such cost savings, operational improvements and other synergies are expected to be realized within 12 months of the date thereof in connection with such actions, (y) the aggregate amount of cost savings, operational improvements and other synergies added pursuant to this clause (9) shall not exceed 10.0% of Consolidated EBITDA on a consolidated basis for the Issuer's and its Restricted Subsidiaries' most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of determination (calculated excluding such cost savings, operational improvements and other synergies), for any four consecutive quarter period (provided that this subclause (y) shall not apply to the acquisition of any business out of bankruptcy) and (z) such cost savings, operational improvements and other synergies are set forth in an Officers' Certificate certifying that such cost savings, operational improvements and other synergies comply with the requirements of this clause (9); plus

        (10) fees and costs (including transaction fees, attorneys' fees and other professional costs) incurred in connection with the Transactions.

        "Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of the aggregate amount of Consolidated EBITDA of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the date of the transaction (the "Transaction Date") giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period being referred to herein as the "Four-Quarter Period") to the aggregate amount of Consolidated Fixed Charges of such Person for the Four-Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect, on a pro forma basis for the period of such calculation, to any Asset Sales or Asset Acquisitions,

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investments and discontinued operations (as determined in accordance with GAAP) and designations of any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary occurring during the Four-Quarter Period or any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale (including any associated repayment of Debt) or Asset Acquisition (including the incurrence or assumption of any associated Acquired Debt), investment, disposed operation or designation occurred on the first day of the Four-Quarter Period.

        The Consolidated Fixed Charge Coverage Ratio shall be calculated on a pro forma basis as if any such Debt being Incurred (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period, had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period; provided that for purposes of calculating the Consolidated Fixed Charge Coverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period. Furthermore, interest on Debt determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of these agreements.

        If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Debt of a third Person, the above clause shall give effect to the incurrence of such Guaranteed Debt as if such Person or such Subsidiary had directly incurred or otherwise assumed such Guaranteed Debt.

        "Consolidated Fixed Charges" means, with respect to any Person for any period, the sum of, without duplication, the amounts for such period of:

          (i)  Consolidated Interest Expense; and

         (ii)  the product of (a) all dividends and other distributions paid or accrued (other than dividends or other distributions paid or accruing in Qualified Capital Interests) during such period in respect of Redeemable Capital Interests of such Person and its Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial and local statutory tax rate of such Person, expressed as a decimal.

        "Consolidated Income Tax Expense" means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes and state franchise taxes of such Person and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

        "Consolidated Interest Expense" means, with respect to any Person for any period, without duplication, the sum of:

          (i)  the interest expense of such Person and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation:

        (a)   any amortization of debt discount;

        (b)   the net cost under non-speculative Hedging Obligations (including any amortization of discounts);

        (c)   the interest portion of any deferred payment obligation;

        (d)   all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers' acceptance financing or similar activities; and

        (e)   all accrued interest; plus

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         (ii)  the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and the Restricted Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; plus

        (iii)  the interest expense on any Debt guaranteed by such Person and the Restricted Subsidiaries; plus

        (iv)  all capitalized interest of such Person and the Restricted Subsidiaries for such period;

provided, however, that Consolidated Interest Expense will exclude the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and expenses.

        "Consolidated Net Income" means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and the Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by excluding, without duplication:

          (i)  all extraordinary gains or losses (net of fees and expenses relating to the transaction giving rise thereto), income, expenses or charges;

         (ii)  the portion of net income of such Person and the Restricted Subsidiaries allocable to noncontrolling interest in unconsolidated Persons or Investments in Unrestricted Subsidiaries to the extent that cash dividends or distributions have not or could not have actually been received by such Person or one of the Restricted Subsidiaries;

        (iii)  gains or losses in respect of any Asset Sales after the Issue Date by such Person or one of the Restricted Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-tax basis;

        (iv)  solely for purposes of determining the amount available for Restricted Payments under clause (c) of the first paragraph of "—Certain Covenants—Limitation on Restricted Payments," the net income of any Restricted Subsidiary (other than a Guarantor) or such Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders;

         (v)  any fees and expenses, including deferred finance costs, paid in connection with the issuance of the Notes, documentation and establishment of the ABL Credit Agreement and consummation of the Transactions;

        (vi)  non-cash compensation expense incurred with any issuance of equity interests to an employee of such Person or any Restricted Subsidiary; and

       (vii)  any gain or loss realized as a result of the cumulative effect of a change in accounting principles.

        "Consolidated Non-cash Charges" means, with respect to any Person for any period, the aggregate non-cash charges and expenses of such Person and the Restricted Subsidiaries reducing Consolidated Net Income of such Person and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding depreciation and amortization and excluding any such charges constituting an extraordinary item or loss or any charge which requires an accrual of or a reserve for cash charges for any future period and including any non-cash charges relating to abandonment of assets or reserves related thereto).

        "Consolidated Senior Secured Leverage Ratio" means, as of any date of determination (the "Determination Date"), the ratio of (a) the aggregate amount of all Debt for borrowed money secured

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by Liens of the Issuer and the Restricted Subsidiaries on the Determination Date to (b) the aggregate amount of Consolidated EBITDA for the Four-Quarter Period. For purposes of this definition, Debt and Consolidated EBITDA shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

        (a)   the Incurrence of any Debt of the Issuer or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Debt occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination Date, as if such Incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and

        (b)   any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Debt and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis in accordance with Regulation S-X under the Exchange Act associated with any such Asset Acquisition or Asset Sale)) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Debt or Acquired Debt) occurred on the first day of the Four-Quarter Period;

provided that no pro forma effect shall be given to the incurrence of any Permitted Debt Incurred on such date of determination or the discharge on such date of determination of any Debt from the proceeds of any such Permitted Debt; provided, further, that for purposes of calculating Debt for the Consolidated Senior Secured Leverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period.

        "Credit Facility" means one or more debt facilities, including the ABL Credit Agreement or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as, as amended, extended, renewed, restated, supplemented, replaced (whether or not upon termination and whether with the original lenders, institutional investors or otherwise), refinanced (including through the issuance of debt securities), restructured or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Debt incurred to refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Facility or Facilities or a successor Credit Facility, whether by the same or any other agent, lender or group of lenders (or institutional investors).

        "Credit Facility Loan Documents" has the meaning set forth in the Intercreditor Agreement.

        "Credit Facility Obligations" means the "Liabilities" or any comparable term as that term is defined in any Credit Facility (including the ABL Credit Agreement) (including, in each case, all amounts accruing on or after the commencement of any insolvency proceeding relating to any Grantor and all amounts that would have accrued or become due under the terms of the Credit Facility Loan Documents (as defined in the Intercreditor Agreement) but for the effect of the insolvency proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such insolvency proceeding).

        "Debt" means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, or non-recourse, the following, if and to the extent the

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following items (other than clauses (iii), (vi), (vii), and (viii) below) would appear as liabilities on a balance sheet of such Person prepared in accordance with GAAP: (i) all indebtedness of such Person for money borrowed or for the deferred purchase price of property which is due and payable in accordance with the agreement governing such purchase and which is not paid on the date due and payable (excluding any trade payables, trade accounts payable or other current liabilities incurred in the ordinary course of business, accrued expenses and any obligations to pay a contingent purchase price as long as such obligation remains contingent); (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all obligations of such Person for the reimbursement of any obligor on any letters of credit (other than letters of credit that are secured by cash or Eligible Cash Equivalents), bankers' acceptances or similar facilities (other than obligations with respect to letters of credit, banker's acceptances or similar facilities securing obligations (other than obligations described under clause (i) and (ii) above) entered into in the ordinary course of business of such Person to the extent such letters of credit and banker's acceptances or similar facilities are not drawn upon, or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth business day following payment on the letter of credit, banker's acceptance or similar facility); (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person which is due and payable in accordance with the agreement governing such purchase and which is not paid on the date due and payable (excluding trade accounts payable arising in the ordinary course of business, deemed expenses and excluding any obligations to pay a contingent purchase price as long as such obligation remains contingent, subject to the penultimate paragraph of this definition); (v) all Capital Lease Obligations of such Person (but excluding obligations under operating leases); (vi) the maximum fixed redemption or repurchase price of Redeemable Capital Interests in such Person at the time of determination (but excluding any accrued dividends); (vii) net Obligations under any Hedging Obligations of such Person at the time of determination; and (viii) all obligations of the types referred to in clauses (i) through (vii) of this definition of another Person and all dividends and other distributions of another Person, the payment of which, in either case, (A) such Person has Guaranteed or (B) is secured by any Lien upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such Debt, dividends or other distributions. For purposes of the foregoing: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to the Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) (A) above shall be the maximum liability under any such Guarantee; (d) the amount of any Debt described in clause (viii)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; and (e) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt.

        Notwithstanding the foregoing, in connection with the purchase by the Issuer or any Restricted Subsidiary of any business, the term "Debt" will exclude (x) customary indemnification obligations and (y) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment is otherwise contingent; provided, however, that such amount would not be required to be reflected as a liability on the face of a balance sheet prepared in accordance with GAAP.

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        The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.

        "Default" means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

        "Discharge of Credit Facility Obligations" means, except to the extent in connection with a refinancing in accordance with the Intercreditor Agreement: (a) all Credit Facility Obligations (other than contingent indemnification obligations for which no underlying claim has been asserted) have been paid, performed or discharged in full (with all such Credit Facility Obligations consisting of monetary or payment obligations having been paid in full in cash); (b) no person has any further right to obtain any loans, letters of credit, bankers' acceptances, or other extensions of credit under the documents relating to such Credit Facility Obligations and the termination or expiration of all commitments, if any, to extend credit under the Credit Facility Loan Documents (as defined in the Intercreditor Agreement); (c) any and all letters of credit, bankers' acceptances or similar instruments issued under such documents have been cancelled and returned (or backed by standby guarantees or letters of credit or cash collateralized in an amount not to exceed 105.00% of the aggregate amount of all such undrawn letters of credit) in an amount and manner provided for in the Credit Facility Loan Documents or otherwise reasonably satisfactory to the Credit Facility Collateral Agent (as defined in the Intercreditor Agreement); and (d) all other liabilities under the Credit Facility Loan Documents have been cash collateralized or backed by standby guarantees or letters of credit (in an amount and manner provided for in the Credit Facility Loan Documents or otherwise reasonably satisfactory to the Credit Facility Collateral Agent).

        "Eligible Bank" means a bank or trust company that (i) is organized and existing under the laws of the United States of America, or any state, territory or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500.0 million and (iii) the senior Debt of such bank or trust company is rated at least "A-2" by Moody's or at least "A" by Standard & Poor's.

        "Eligible Cash Equivalents" means any of the following Investments: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any Eligible Bank; provided that such Investments have a maturity date not more than two years after date of acquisition and that the Average Life of all such Investments is one year or less from the respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof; provided that such Investments mature, or are subject to tender at the option of the holder thereof within 365 days after the date of acquisition and, at the time of acquisition, have a rating of at least A from Standard & Poor's or A-2 from Moody's (or an equivalent rating by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the Issuer; provided that such Investments have one of the two highest ratings obtainable from either Standard & Poor's or Moody's at the time of their acquisition and mature within 180 days after the date of acquisition; (vi) overnight and demand deposits in and bankers' acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; (vii) money market funds substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vi) above; and (viii) instruments equivalent to those referred to in clauses (i) through (vi) above or funds equivalent to those referred to in clause (vii) above denominated in Euros or any other foreign currency comparable in credit quality and tender to those referred to in such clauses and customarily used by corporations

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for cash management purposes in jurisdictions outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction, all as determined in good faith by the Issuer.

        "Equity Offering" means (i) an underwritten public equity offering of Qualified Capital Interests pursuant to an effective registration statement under the Securities Act of the Issuer, or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer or any successor to the Issuer in the form of Qualified Capital Interests, other than any public offerings registered on Form S-8, or (ii) a private equity offering of Qualified Capital Interests of the Issuer, or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer or any successor to the Issuer in the form of Qualified Capital Interests.

        "Event of Loss" means, with respect to any property or asset (tangible or intangible, real or personal) constituting Collateral, any of the following:

          (i)  any loss, destruction or damage of such property or asset;

         (ii)  any institution of any proceeding for the condemnation or seizure of such property or asset or for the exercise of any right of eminent domain;

        (iii)  any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset;

        (iv)  any settlement in lieu of clauses (ii) or (iii) above; or

         (v)  any loss as a result of a title event or claim against the title insurance company insuring such property;

in each case, having a Fair Market Value in excess of $5 million.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Expiration Date" has the meaning set forth in the definition of "Offer to Purchase".

        "Fair Market Value" means, with respect to the consideration received or paid in any transaction or series of transactions, the fair market value thereof, as determined in good faith by the Issuer, or, in the event of an exchange of assets with a Fair Market Value in excess of $2.5 million, determined in good faith by the Board of Directors of the Issuer.

        "Foreign Subsidiary" means any Subsidiary of the Issuer organized under the laws of any jurisdiction other than the United States of America or any State thereof or the District of Columbia.

        "Four-Quarter Period" has the meaning set forth in the definition of "Consolidated Fixed Charge Coverage Ratio".

        "GAAP" means generally accepted accounting principles in the United States, consistently applied, as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as maybe approved by a significant segment of the accounting profession of the United States, which are in effect as of the Issue Date.

        "Guarantee" means, as applied to any Debt of another Person, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the normal course of business), direct or indirect, in any manner, of any part or all of such Debt, (ii) any direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Debt of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise,

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the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such Debt of another Person (and "Guaranteed" and "Guaranteeing" shall have meanings that correspond to the foregoing).

        "Hedging Obligation" means, with respect to any Person, the obligations of such Person pursuant to (1) any interest rate swap agreement, interest rate collar agreement or other similar agreement or arrangement, (2) agreements or arrangements to manage fluctuations in currency exchange rates or (3) any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

        "Holder" means a Person in whose name a Note is registered in the security register.

        "Incur" means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or other obligation on the balance sheet of such Person. Debt otherwise Incurred by a Person before it becomes a Subsidiary of the Issuer shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary of the Issuer. "Incurrence" and "Incurred" shall have meanings that correspond to the foregoing. A Guarantee by any of the Issuer or Restricted Subsidiaries of Debt Incurred by the Issuer or any Restricted Subsidiary, as applicable, shall not be a separate Incurrence of Debt. In addition, the following shall not be deemed a separate Incurrence of Debt:

        (1)   accrual of interest, amortization or accretion of debt discount or accretion of principal;

        (2)   the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Capital Interests in the form of additional Capital Interests of the same class and with the same terms or the accretion or accumulation of dividends on any Capital Interests;

        (3)   the obligation to pay a premium in respect of Debt arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Debt; and

        (4)   unrealized losses or charges in respect of Hedging Obligations.

        "Initial Purchasers" means Wells Fargo Securities, LLC and Barclays Capital Inc.

        "Intercreditor Agreement" means the intercreditor agreement dated as of the Issue Date among the Bank Collateral Agent, the Trustee and the Notes Collateral Agent as it may be amended from time to time in accordance with the Indenture.

        "Investment" by any Person means any direct or indirect loan, advance (or other extension of credit, but excluding commission, travel and similar advances to directors, officers and employees made in the ordinary course of business) or capital contribution to (by means of any transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including, without limitation, the following: (i) the purchase or acquisition of any Capital Interest or other evidence of beneficial ownership in another Person; and (ii) the purchase, acquisition or Guarantee of the obligations of another Person or the issuance of a "keep-well" with respect thereto; but shall exclude: (a) accounts receivable and other extensions of trade credit on commercially reasonable terms in accordance with normal trade practices; (b) the acquisition of property, assets and services from suppliers and other vendors in the normal course of business; and (c) prepaid expenses and workers' compensation, utility, lease and similar deposits, in the normal course of business. Except as otherwise specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to a Designation as described under "Certain Covenants—Limitations on Designation of Unrestricted Subsidiaries" shall be the Designation Amount determined in accordance with such covenant. If the Issuer or any of its Subsidiaries sells or

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otherwise disposes of any Capital Interests of any direct or indirect Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Issuer shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Capital Interests of any all other Investments in such Subsidiary not sold or disposed of, which amount shall be determined in good faith by the Board of Directors of the Issuer. For the avoidance of doubt, any payments pursuant to any Guarantee previously incurred in compliance with the Indenture or shall not be deemed to be Investments by any of the Issuer or Restricted Subsidiaries.

        "Issue Date" means the date on which Original Notes were originally issued under the Indenture, i.e., June 18, 2013.

        "Lien" means, with respect to any property or other asset, any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, assignment, deposit arrangement, security interest, lien (statutory or otherwise), charge, easement, encumbrance or other security agreement on or with respect to such property or other asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

        "Net Cash Proceeds" means, with respect to Asset Sales of any Person, cash and Eligible Cash Equivalents received, net of: (i) all reasonable out-of-pocket costs and expenses of such Person incurred in connection with such a sale, including, without limitation, all legal, accounting, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations associated with such Asset Sale; (iii) all payments made by such Person on any Debt that is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Debt, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other than the Issuer or Restricted Subsidiaries) in connection with such Asset Sale (other than in the case of Collateral, any Lien which does not rank prior to the Liens in the Collateral granted to the Collateral Agent pursuant to the Indenture and the Security Documents); and (iv) all contractually required distributions and other payments made to noncontrolling interest holders in Restricted Subsidiaries of such Person as a result of such transaction; provided, however, that: (a) in the event that any consideration for an Asset Sale (which would otherwise constitute Net Cash Proceeds) is required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion thereof) shall become Net Cash Proceeds only at such time as it is released to such Person from escrow or otherwise; and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall become Net Cash Proceeds only at such time as it is so converted.

        "Non-Recourse Debt" means Debt:

        (1)   as to which neither the Issuer nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

        (2)   no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both, any holder of any other Debt (other than the Notes) of the Issuer or any Restricted Subsidiary to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity.

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        "Notes Collateral" means the portion of the Collateral as to which the Notes and the Note Guarantees have a first-priority security interest subject to certain Permitted Collateral Liens as described under "—Security—Notes Collateral".

        "Notes Collateral Agent" means U.S. Bank National Association in its capacity as collateral agent under the Indenture and the Security Documents together with its successors.

        "Obligations" means any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, expenses, costs, indemnification, reimbursements (including reimbursement obligations with respect to letters of credit and banker's acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, expenses, costs, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Debt.

        "Offer" has the meaning set forth in the definition of "Offer to Purchase".

        "Offer to Purchase" means a written offer (the "Offer") sent by the Issuer by first-class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Offer at the purchase price set forth in such Offer (as determined pursuant to the Indenture). Unless otherwise required by applicable law, the Offer shall specify an expiration date (the "Expiration Date") of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer and a settlement date (the "Purchase Date") for purchase of Notes within five business days after the Expiration Date. The Issuer shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Issuer's obligation to make an Offer to Purchase, and the Offer shall be mailed by the Issuer or, at the Issuer's request and provision of such notice information, by the Trustee in the name and at the expense of the Issuer. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also state:

        (1)   the section of the Indenture pursuant to which the Offer to Purchase is being made;

        (2)   the Expiration Date and the Purchase Date;

        (3)   the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to Indenture covenants requiring the Offer to Purchase) (the "Purchase Amount");

        (4)   the purchase price to be paid by the Issuer for each $1,000 principal amount of Notes accepted for payment (as specified pursuant to the Indenture);

        (5)   that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a minimum amount of $2,000 principal amount;

        (6)   the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase, if applicable;

        (7)   that, unless the Issuer defaults in making such purchase, any Note accepted for purchase pursuant to the Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Note not tendered or tendered but not purchased by the Issuer pursuant to the Offer to Purchase will continue to accrue interest at the same rate;

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        (8)   that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Offer to Purchase;

        (9)   that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in the Offer prior to the close of business on the Expiration Date (such Note being, if the Issuer or the Trustee so require, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);

        (10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Issuer (or its paying agent) receives, not later than the close of business on the Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;

        (11) that (a) if Notes having an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Issuer shall purchase all such Notes and (b) if Notes having an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Issuer shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (including with respect to Permitted Additional Pari Passu Obligations required to be purchased in connection therewith, and with such adjustments as may be deemed appropriate so that only Notes in denominations of $2,000 principal amount or integral multiples of $1,000 in excess thereof shall remain outstanding following such purchase); and

        (12) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.

        "Officers' Certificate" means a certificate signed by two officers of the Issuer or a Guarantor, as applicable, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer or such Guarantor, as applicable.

        "Permitted Additional Pari Passu Obligations" means obligations under any Additional Notes or other Debt secured by Liens on the Collateral in compliance with clause (b)(ii) under the definition of "Permitted Liens"; provided that (i) the representative of such Permitted Additional Pari Passu Obligations executes a joinder agreement to the Security Agreement and the Intercreditor Agreement, in each case in the form attached thereto agreeing to be bound thereby and (ii) the Issuer has designated such Debt as "Permitted Additional Pari Passu Obligations" under the Security Agreement and the Intercreditor Agreement, if applicable.

        "Permitted Business" means any business similar in nature to any business conducted by the Issuer and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to the business conducted by the Issuer and the Restricted Subsidiaries on the Issue Date or a reasonable extension, development or expansion thereof, in each case, as determined in good faith by the Board of Directors of the Issuer.

        "Permitted Collateral Liens" means:

          (i)  Liens securing the Notes outstanding on the Issue Date, Refinancing Debt with respect to such Notes, the Guarantees relating thereto and any Obligations with respect to such Notes, Refinancing Debt and Guarantees;

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         (ii)  Liens securing Permitted Additional Pari Passu Obligations permitted to be incurred pursuant to the Indenture and Refinancing Debt with respect to such Permitted Additional Pari Passu Obligations; provided that any such Liens on the Collateral granted by the Issuer or any Restricted Subsidiary pursuant to this clause (ii) are subject to the Intercreditor Agreement and secure the Notes and the Guarantees on a first-priority basis (subject to the priority payment rights of the ABL Credit Agreement Obligations from proceeds of Collateral as described under "—Intercreditor Agreement");

        (iii)  Liens existing on the Issue Date (other than Liens specified in clause (i) above) and any extension, renewal, refinancing or replacement thereof so long as such extension, renewal, refinancing or replacement does not extend to any other property or asset and does not increase the outstanding principal amount thereof (except by the amount of any premium or fee paid or payable or original issue discount in connection with such extension, renewal, replacement or refinancing plus fees and expenses); and

        (iv)  Liens described in clauses (b), (c), (d), (e), (f), (g), (i), (j) (with respect to Liens under clause (g) only), (k), (l), (m), (n), (o), (p), (r), (s), (t), (u), (v), (w), (x), (y) and (z) of the definition of "Permitted Liens".

        For purposes of determining compliance with this definition, (A) Permitted Collateral Liens need not be incurred solely by reference to one category of Permitted Collateral Liens described in clauses (i) through (iv) of this definition but are permitted to be incurred in part under any combination thereof and (B) in the event that an item of Permitted Collateral Liens (or any portion thereof) meets the criteria of one or more of the categories of Permitted Collateral Liens described in clauses (i) through (iv) above, the Issuer shall, in its sole discretion, classify (and reclassify) such item of Permitted Collateral Liens (or any portion thereof) in any manner that complies with this definition and will only be required to include the amount and type of such item of Permitted Collateral Liens in one of the above clauses and such item of Permitted Collateral Liens will be treated as having been incurred pursuant to only one of such clauses.

        "Permitted Holders" means each of: (i) T. Michael Riggs and any family member of Mr. Riggs, (ii) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons holding a majority controlling or beneficial interest of which are referred to in clause (i) and (iii) any group (as defined in the rules promulgated under Section 13(d) of the Exchange Act) which is controlled by any of the persons referred to in the immediately preceding clauses (i) and (ii).

        "Permitted Investments" means:

        (a)   Investments in existence on the Issue Date;

        (b)   Investments required pursuant to any agreement or obligation of the Issuer or Restricted Subsidiaries, in effect on the Issue Date, to make such Investments;

        (c)   Cash and Eligible Cash Equivalents;

        (d)   Investments in property and other assets owned or used by the Issuer or Restricted Subsidiaries in the operation of a Permitted Business;

        (e)   Investments by the Issuer or Restricted Subsidiaries in the Issuer or Restricted Subsidiaries and guarantees by the Issuer or Restricted Subsidiaries of Debt of the Issuer or a Restricted Subsidiary of Debt otherwise permitted by the covenant described under "—Certain Covenants—Limitation on Incurrence of Debt" or of other obligations of the Issuer or a Restricted Subsidiary otherwise permitted hereunder;

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        (f)    Investments by the Issuer or Restricted Subsidiaries in a Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) in one transaction or a series of related transactions, such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated or wound up into, the Issuer or a Restricted Subsidiary;

        (g)   Hedging Obligations entered into to manage interest rates, commodity prices and currency exchange rates (and not for speculative purposes) and other Bank Products;

        (h)   Investments received in settlement of obligations owed to the Issuer or Restricted Subsidiaries, as a result of bankruptcy or insolvency proceedings, upon the foreclosure or enforcement of any Lien in favor of the Issuer or Restricted Subsidiaries, or settlement of litigation, arbitration or other disputes;

        (i)    Investments by the Issuer or Restricted Subsidiaries not otherwise permitted under this definition, in an aggregate amount not to exceed $15.0 million at any one time outstanding;

        (j)    (A) loans and advances (including for travel and relocation) to officers, directors and employees in an amount not to exceed $2.5 million in the aggregate at any one time outstanding; (B) loans or advances against, and repurchases of Capital Interests and options of the Issuer and the Restricted Subsidiaries held by directors, management and employees in connection with any stock option, deferred compensation or similar benefit plans approved by the Board of Directors (or similar governing body) and otherwise issued in accordance with the terms of the Indenture; and (C) loans or advances to directors, management and employees to pay taxes in respect of Capital Interests issued under stock option, deferred compensation or similar benefit plans in an amount not to exceed $2.5 million in the aggregate at any one time outstanding;

        (k)   any Investment in any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with the covenant described under "—Certain Covenants—Limitation on Asset Sales" or any other disposition of Property not constituting an Asset Sale;

        (l)    repurchases of Notes;

        (m)  any Investment existing on the Issue Date and any Investment that replaces, refinances or refunds an existing Investment; provided, that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded, and is made in the same Person as the Investment replaced, refinanced or refunded; and

        (n)   Pledges or deposits made in the ordinary course of business.

        "Permitted Liens" means:

        (a)   Liens existing on the Issue Date;

        (b)   Liens that secure Obligations:

          (i)  in respect of any Credit Facility Obligations not to exceed the amount permitted to be incurred pursuant to clause (i) of the definition of "Permitted Debt"; provided that Liens on the Collateral under this clause (b)(i) are subject to the provisions of the Intercreditor Agreement;

         (ii)  in respect of any Permitted Additional Pari Passu Obligations in an amount such that at the time of incurrence and after giving pro forma effect thereto, the Consolidated Senior Secured Leverage Ratio would be no greater than 4.25 to 1.00; provided, further, that Liens under this clause (b)(ii) are subject to the provisions of the Intercreditor Agreement; or

        (iii)  incurred pursuant to clause (vii) of the definition of "Permitted Debt";

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        (c)   any Lien for taxes or assessments or other governmental charges or levies not yet delinquent more than 30 days (or which, if so due and payable, are being contested in good faith and for which adequate reserves are being maintained to the extent required by GAAP);

        (d)   any carrier's, warehousemen's, materialmen's, mechanic's, landlord's, lessor's or other similar Liens arising by law for sums not then due and payable more than 30 days after giving effect to any applicable grace period (or which, if so due and payable, are being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by GAAP);

        (e)   minor survey exceptions, minor imperfections of title, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Debt and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

        (f)    pledges or deposits (i) in connection with workers' compensation, unemployment insurance and other types of social security, or to secure other types of statutory obligations or the requirements of any official body, or (ii) to secure the performance of tenders, bids, surety or performance bonds, appeal bonds, leases, purchase, construction, sales or servicing contracts and other similar obligations Incurred in the normal course of business consistent with industry practice; or (iii) to obtain or secure obligations with respect to letters of credit, banker's acceptances, Guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (i) and (ii) above, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or services or imposed by ERISA or the Code in connection with a "plan" (as defined in ERISA) or (iv) arising in connection with any attachment unless such Liens are in excess of $10.0 million in the aggregate and shall not be satisfied or discharged or stayed pending appeal within 60 days after the entry thereof or the expiration of any such stay;

        (g)   Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Issuer or Restricted Subsidiaries or becomes a Restricted Subsidiary or on property acquired by the Issuer or Restricted Subsidiaries (and in each case not created or Incurred in anticipation of such transaction), including Liens securing Acquired Debt permitted under the Indenture; provided that such Liens are not extended to the property and assets of the Issuer or Restricted Subsidiaries other than the property or assets acquired;

        (h)   Liens securing Debt of a Guarantor owed to and held by the Issuer or Guarantors;

        (i)    other Liens (not securing Debt) incidental to the conduct of the business of the Issuer or Restricted Subsidiaries, as the case may be, or the ownership of their assets which do not individually or in the aggregate materially adversely affect the value of such assets or materially impair the operation of the business of the Issuer or the Restricted Subsidiaries;

        (j)    Liens to secure any permitted extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any Debt secured by Liens referred to in the foregoing clauses (a) and (g) and clause (n) below; provided that such Liens do not extend to any other property or assets and the principal amount of the obligations secured by such Liens is not greater than the sum of the outstanding principal amount of the refinanced Debt plus any fees and expenses, including premiums or original issue discount related to such extension, renewal, refinancing or refunding;

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        (k)   Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods incurred in the ordinary course of business;

        (l)    Liens to secure Capital Lease Obligations or Purchase Money Debt permitted to be Incurred pursuant to clauses (viii) and (xi) of the definition of "Permitted Debt" covering only the assets financed by or acquired with such Debt;

        (m)  Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligation in respect of banker's acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods;

        (n)   Liens securing Debt Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to other property owned by such Person or any of the Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto and any proceeds thereof), and the Debt (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

        (o)   Liens on property or shares of Capital Interests of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that (i) the Liens may not extend to any other property owned by such Person or any of the Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto and proceeds thereof) and (ii) such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary;

        (p)   Liens securing judgments for the payment of money not constituting an Event of Default under clause (7) under the caption "Events of Default and Remedies" so long as any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

        (q)   Liens on the Collateral granted under the Security Documents in favor of the Notes Collateral Agent to secure the Notes and the Guarantees and the other Permitted Additional Pari Passu Obligations;

        (r)   Liens securing Hedging Obligations that are otherwise permitted under the Indenture; provided that such Liens are subject to the provisions of the Intercreditor Agreement;

        (s)   leases, subleases, licenses or sublicenses granted to others in the ordinary course of business or pursuant to a disposition otherwise permitted hereunder which do not materially interfere with the ordinary conduct of the business of the Issuer or any Restricted Subsidiaries and do not secure any Debt;

        (t)    Liens securing Debt (including Capital Lease Obligations and Purchase Money Debt) or other obligations, as measured by principal amount, which, when taken together with the principal amount of all other Debt secured by Liens (excluding Liens permitted by clauses (a) through (s) above and (u) through (aa) below) at the time of determination, does not exceed $15.0 million in the aggregate at any one time outstanding;

        (u)   Liens to secure a defeasance trust;

        (v)   Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with an acquisition permitted under the Indenture;

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        (w)  Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

        (x)   Liens incurred under or in connection with lease and sale/leaseback transactions and novations and any refinancing thereof (and Liens securing obligations under lease transaction documents relating thereto), including, without limitation, Liens over the assets which are the subject of such lease, sale and leaseback, novations, refinancings, assets and contract rights related thereto (including, without limitation, the right to receive rental rebates or deferred sale payments), sub-lease rights, insurances relating thereto and rental deposits;

        (y)   Liens to secure Debt and any related guarantees on assets constituting Collateral that are junior in priority to the Liens on the Collateral securing the Notes and the Guarantees, which junior Liens shall be subject to intercreditor provisions no more favorable to the holders of such junior Liens than those to which the Liens securing the Notes are subject in relation to the Liens with respect to the ABL Collateral;

        (z)   Liens arising under the Indenture in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Debt permitted to be incurred under the Indenture; provided, however, that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of such Debt; and

        (aa) any extensions, substitutions, replacements or renewals of the foregoing.

        "Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

        "Property" means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, Capital Interests in any other Person.

        "Purchase Amount" has the meaning set forth in the definition of "Offer to Purchase".

        "Purchase Date" has the meaning set forth in the definition of "Offer to Purchase".

        "Purchase Money Debt" means Debt

          (i)  Incurred to finance the purchase, lease or construction (including additions, repairs and improvements thereto) of any assets (other than Capital Interests) of such Person or any Restricted Subsidiary; and

         (ii)  that is secured by a Lien on such assets where the lender's sole security is to the assets so purchased or constructed (and assets or property affixed or appurtenant thereto and any proceeds thereof); and

in either case that does not exceed 100% of the cost and to the extent the purchase or construction prices for such assets are or should be included in "addition to property, plant or equipment" in accordance with GAAP.

        "Purchase Price" has the meaning set forth in the definition of "Offer to Purchase".

        "Qualified Capital Interests" in any Person means a class of Capital Interests other than Redeemable Capital Interests.

        "Qualified Equity Offering" means an underwritten primary public equity offering of Qualified Capital Interests of Issuer (or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer or any successor thereto in the form of Qualified Capital Interests)

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(i) pursuant to an effective registration statement under the Securities Act, other than a registered offering on Form S-8, and (ii) resulting in gross proceeds of at least $100.0 million.

        "Real Property" means, collectively, all right, title and interests (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all buildings, structures, parking areas and improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

        "Redeemable Capital Interests" in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Debt of such Person at the option of the holder thereof, in whole or in part, at any time prior to the Stated Maturity of the Notes; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Capital Interests. Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Interests solely because the holders of the equity security have the right to require any of the Issuer or Restricted Subsidiaries to repurchase such equity security upon the occurrence of a Change of Control, Qualified Equity Offering or an Asset Sale will not constitute Redeemable Capital Interests if the terms of such equity security provide that the Issuer or Restricted Subsidiary may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Limitation on Restricted Payments". The amount of Redeemable Capital Interests deemed to be outstanding at any time for purposes of the Indenture will be the maximum amount that the Issuer and the Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof, exclusive of accrued dividends.

        "Refinancing Debt" means Debt that refunds, refinances, defeases, renews, replaces or extends any Debt permitted to be incurred by any of the Issuer or Restricted Subsidiaries pursuant to the terms of the Indenture (including the Notes), whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that:

          (i)  the Refinancing Debt is subordinated to the Notes to at least the same extent as the Debt being refunded, refinanced, defeased, renewed, replaced or extended, if such Debt was subordinated to the Notes,

         (ii)  the Refinancing Debt has a Stated Maturity either (a) no earlier than the Debt being refunded, refinanced or extended or (b) at least 91 days after the maturity date of the Notes,

        (iii)  the Refinancing Debt has a weighted average life to maturity at the time such Refinancing Debt is Incurred that is equal to or greater than the weighted average life to maturity of the Debt being refunded, refinanced, defeased, renewed, replaced or extended,

        (iv)  such Refinancing Debt is in an aggregate principal amount that is less than or equal to the sum of (a) the aggregate principal or accreted amount (in the case of any Debt issued with original issue discount, as such) then outstanding under the Debt being refunded, refinanced, defeased, renewed, replaced or extended; (b) the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of preexisting optional prepayment provisions on such Debt being refunded, refinanced, defeased, renewed, replaced or extended; and (c) the amount of

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reasonable and customary fees, expenses and costs related to the Incurrence of such Refinancing Debt, and

         (v)  such Refinancing Debt shall not include (x) Debt of a Restricted Subsidiary that is not a Guarantor that refinances Debt of the Issuer or a Guarantor or (y) Debt of the Issuer or a Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary.

        "Restricted Payment" means any of the following:

        (a)   any dividend or other distribution declared and paid on the Capital Interests in the Issuer or on the Capital Interests in any Restricted Subsidiary that are held by, or declared and paid to, any Person other than the Issuer or a Restricted Subsidiary; provided that the following shall not be "Restricted Payments":

          (i)  dividends, distributions or payments, in each case, made solely in Qualified Capital Interests in the Issuer; and

         (ii)  dividends or distributions payable to the Issuer or a Restricted Subsidiary or to other holders of Capital Interests of a Restricted Subsidiary on a pro rata basis;

        (b)   any payment made by the Issuer or any of the Restricted Subsidiaries to purchase, redeem, acquire or retire any Capital Interests in the Issuer or any of the Restricted Subsidiaries, including any issuance of Debt, in exchange for such Capital Interests or the conversion or exchange of such Capital Interests into or for Debt other than any such Capital Interests owned by the Issuer or any Restricted Subsidiary;

        (c)   any payment made by the Issuer or any of the Restricted Subsidiaries (other than a payment made solely in Qualified Capital Interests in the Issuer) to redeem, repurchase, defease (including an in substance or legal defeasance) or otherwise acquire or retire for value (including pursuant to mandatory repurchase covenants), (i) prior to any scheduled maturity, scheduled sinking fund or mandatory redemption payment, Debt of the Issuer or any Guarantor that is subordinate (whether pursuant to its terms or by operation of law) in right of payment to the Notes or Note Guarantees (excluding any Debt owed to the Issuer or any Restricted Subsidiary); except (x) payments of principal in anticipation of satisfying a sinking fund obligation, scheduled maturity or mandatory redemption date, in each case, within one year of the due date thereof and (y) any payments in respect of Debt to the extent the issuance of such Debt was a Restricted Payment and (ii) any Debt which would have constituted a Restricted Payment under clause (b) above;

        (d)   any Investment by the Issuer or a Restricted Subsidiary in any Person, other than a Permitted Investment; and

        (e)   any designation of a Restricted Subsidiary as an Unrestricted Subsidiary.

        "Restricted Subsidiary" means any Subsidiary of the Issuer that has not been designated as an "Unrestricted Subsidiary" in accordance with the Indenture.

        "Security Agreement" means the security agreement to be dated as of the Issue Date between the Notes Collateral Agent, the Issuer and the Guarantors granting, among other things, a Lien on the Collateral subject to Permitted Collateral Liens and Permitted Liens, in each case in favor of the Notes Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations, as amended, modified, restated, supplemented or replaced from time to time in accordance with its terms.

        "Security Documents" means the Security Agreement, the mortgages with respect to the Real Property, the Intercreditor Agreement and all of the security agreements, pledges, collateral assignments, mortgages, deeds of trust, trust deeds or other instruments evidencing or creating or

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purporting to create any security interests in favor of the Notes Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any other Permitted Additional Pari Passu Obligations, in all or any portion of the Collateral, as amended, modified, restated, supplemented or replaced from time to time.

        "Significant Subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and Exchange Act, but shall not include any Unrestricted Subsidiary.

        "Stated Maturity" when used with respect to (i) any Note or any installment of interest thereon, means the date specified in such Note as the fixed date on which the principal amount of such Note or such installment of interest is due and payable and (ii) any other Debt or any installment of interest thereon, means the date specified in the instrument governing such Debt as the fixed date on which the principal of such Debt or such installment of interest is due and payable, including any date upon which a repurchase at the option of the holders of such Debt is required to be consummated.

        "Subsidiary" means, with respect to any Person, any corporation, limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Voting Interests therein is, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

        "Total Assets" means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries.

        "Transactions" means the issuance of the Notes on the Issue Date, the entry into an amendment and restatement of the existing ABL Credit Agreement on the Issue Date, the repayment of the Existing Notes and the repurchase and redemption of the Issuer's Series A, B, C, D and E Preferred Stock as described under "Use of Proceeds," the payment of premiums, fees and expenses as described under "Use of Proceeds" and the transactions related thereto.

        "Treasury Rate" means, as obtained by the Issuer, with respect to the Notes, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior to such redemption date or, in the case of a satisfaction, discharge or defeasance, at least two (2) Business Days prior to the deposit of funds with the Trustee to pay and discharge the entire obligations under the Notes (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to June 1, 2016; provided, however, that if the period from such redemption date to June 1, 2016 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or, as the context requires in determining whether or not an asset is Excluded Assets, the law governing the interpretation of any such agreement; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent's security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other that the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

        "Unrestricted Subsidiary" means:

        (1)   any Subsidiary designated as such by the Board of Directors of the Issuer as set forth in "—Certain Covenants—Limitation on Creation of Unrestricted Subsidiaries"; and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

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        "Vehicles" means all trucks, trailers, tractors and other substantially similar mobile equipment and other substantially similar vehicles used in the transportation of automobiles, wherever located.

        "Voting Interests" means, with respect to any Person, securities of any class or classes of Capital Interests in such Person entitling the holders thereof generally to vote on the election of members of the Board of Directors or comparable body of such Person.

        "Wholly-Owned Restricted Subsidiary" of any Person means a Subsidiary of such Person all of the outstanding Capital Interests or other ownership interests of which (other than directors' qualifying shares) will at the time be owned by such Person or by one or more Wholly-Owned Restricted Subsidiaries of such Person.

Registration Rights

        We, the Guarantors and the initial purchasers of the Original Notes entered into registration rights agreements in connection with the issuance of the Original Notes. The following description is a summary of the material provisions of the registration rights agreements and does not purport to be complete.

        Pursuant to the registration rights agreements, we were obligated to complete an exchange offer as soon as practicable but in no event later than June 18, 2014. If we did not complete the exchange offer within such period, this would result in a "registration default" and 0.25% of Additional Interest per 90 days of "registration default" would be added to the interest payable on the Original Notes, up to a maximum of 1.00% of Additional Interest. We did not complete the exchange offer within the required time period, therefore Additional Interest is accruing on the Original Notes. Upon consummation of this exchange offer, our obligations will be met and Additional Interest will cease to accrue on any remaining Original Notes. No Additional Interest will accrue on the Exchange Notes.

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THE EXCHANGE OFFER

        On June 18, 2013 and January 7, 2014, the Company issued Original Notes in the combined aggregate principal amount of $375.0 million pursuant to the Indenture. In connection with the purchase and sale of the Original Notes, we entered into registration rights agreements with the initial purchasers of the Original Notes in which we agreed that you, as a holder of unregistered Original Notes, would be entitled to exchange your unregistered Original Notes for Exchange Notes registered under the Securities Act. The exchange offer is intended to satisfy these rights. After the exchange offer is completed, you will no longer be entitled to any registration rights with respect to your Original Notes. The Exchange Notes will be our obligation and will be entitled to the benefits of the Indenture relating to the Exchange Notes. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Original Notes, except that the Exchange Notes will:

•

have been registered under the Securities Act and, therefore, will contain no restrictive legends;

•

not have registration rights;

•

not have rights to additional interest; and

•

bear different CUSIP and ISIN numbers from the Original Notes.

Resale of the Exchange Notes

        Based upon an interpretation by the staff of the SEC contained in no-action letters issued to third parties, we believe that you may exchange Original Notes for Exchange Notes in the ordinary course of business. For further information on the SEC's position, see Exxon Capital Holdings Corporation, available May 13, 1988, Morgan Stanley & Co. Incorporated, available June 5, 1991 and Shearman & Sterling, available July 2, 1993, and other interpretive letters to similar effect. You will be allowed to resell Exchange Notes to the public without further registration under the Securities Act and without delivering to purchasers of the Exchange Notes a prospectus that satisfies the requirements of Section 10 of the Securities Act so long as you do not participate, do not intend to participate, and have no arrangement with any person to participate, in a distribution of the Exchange Notes. However, the foregoing does not apply to you if you are: a broker-dealer who purchased the Exchange Notes directly from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act; or you are an "affiliate" of ours within the meaning of Rule 405 under the Securities Act.

        In addition, if you are a broker-dealer, or you acquire Exchange Notes in the exchange offer for the purpose of distributing or participating in the distribution of the Exchange Notes, you cannot rely on the position of the staff of the SEC contained in the no-action letters mentioned above and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available.

        Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, which the broker-dealer acquired as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. The letter of transmittal for use in connection with any such resale will state that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of Exchange Notes received in exchange for Original Notes which the broker-dealer acquired as a result of market-making or other trading activities.

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Terms of the Exchange Offer

        Upon the terms and subject to the conditions stated in this prospectus and in the letter of transmittal, we will accept all Original Notes properly tendered and not withdrawn prior to 5:00 p.m. New York City time, on the expiration date. After authentication of the Exchange Notes by the trustee or an authenticating agent, we will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of Original Notes accepted in the exchange offer. Holders may tender some or all of their Original Notes in denominations of $2,000 or any integral multiple of $1,000.

        If you wish to exchange your Original Notes for Exchange Notes in the exchange offer, you will be required to represent that:

•

any Exchange Notes to be received by you will be acquired in the ordinary course of your business;

•

that, at the time of the commencement and consummation of the exchange offer, you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the Securities Act;

•

that you are not our "affiliate" (as defined in Rule 405 promulgated under the Securities Act) or, if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements;

•

if you are not a broker-dealer, that you are not engaged in, and do not intend to engage in, the distribution of Exchange Notes; and

•

if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Original Notes that were acquired as a result of market-making or other trading activities, that you will deliver a prospectus in connection with any resale of such Exchange Notes.

        You will make these representations to us by signing or agreeing to be bound by the letter of transmittal.

        Broker-dealers that are receiving Exchange Notes for their own account must have acquired the Original Notes as a result of market-making or other trading activities in order to participate in the exchange offer. Each broker-dealer that receives Exchange Notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes during the 180-day period following the completion of the exchange offer, exclusive of any period during which a stop order suspending the effectiveness of the registration statement of which this prospectus is a part is in effect or we have suspended the use of this prospectus. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer during the 180-day period following the closing of the exchange offer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making or other trading activities. We have agreed that, during the 180-day period following the closing of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

        The Exchange Notes will evidence the same debt as the Original Notes and will be issued under and entitled to the benefits of the same Indenture. The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Original Notes except that:

•

the Exchange Notes will be issued in a transaction registered under the Securities Act;

•

the Exchange Notes will bear different CUSIP and ISIN numbers from the Original Notes;

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•

the Exchange Notes will not be subject to transfer restrictions and, except in limited circumstances, holders of Exchange Notes will have no registration rights; and

•

provisions providing for an increase in the stated interest rate on the Original Notes if the Original Notes are not exchanged for registered Exchange Notes will be eliminated.

        Holders of Original Notes that are not entitled to participate in the exchange offer and holders who do not receive freely tradable Exchange Notes will have, for a period of 180 days following the consummation of the exchange offer, the right to require us to file a registration statement covering resales of their notes. If we do not timely file or cause this resale registration statement to become effective, these holders will be entitled to additional interest.

        As of the date of this prospectus, $375.0 million aggregate principal amount of the Original Notes was outstanding. In connection with the issuance of the Original Notes, we arranged for the Original Notes to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. The Exchange Notes will also be issuable and transferable in book-entry form through DTC.

        This prospectus, together with the accompanying letter of transmittal, is initially being sent to all registered holders as of the close of business on                    , 2016. We intend to conduct the exchange offer as required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC under the Exchange Act, including Rule 14e-1, to the extent applicable.

        The exchange offer is not conditioned upon any minimum aggregate principal amount of Original Notes being tendered, and holders of the Original Notes do not have any appraisal or dissenters' rights under the General Corporation Law of the State of Delaware or under the Indenture in connection with the exchange offer. No governmental approvals or consents must be received to consummate the exchange offer. We shall be considered to have accepted Original Notes tendered according to the procedures in this prospectus when, as and if we have given oral or written notice of acceptance to the exchange agent. See "—Exchange Agent." The exchange agent will act as agent for the tendering holders for the purpose of receiving Exchange Notes from us and delivering Exchange Notes to those holders.

        If any tendered Original Notes are not accepted for exchange because of an invalid tender or the occurrence of other events described in this prospectus, the unaccepted Original Notes will be credited to the holder's account at DTC according to the procedures described below or, in the case of Original Notes tendered by delivery of certificates, certificates for these unaccepted Original Notes will be returned, at our cost, to the tendering holder of the Original Notes, promptly after the expiration date.

        Holders who tender Original Notes in the exchange offer will not be required to pay brokerage commissions or fees or, except as described in the following sentence, transfer taxes related to the exchange of Original Notes in the exchange offer. If you instruct us to register Exchange Notes in the name of, or request that Original Notes not tendered or not accepted in the exchange offer be returned to, a person other than you, you will be responsible for the payment of any applicable transfer tax. We will pay all charges and expenses, other than applicable taxes, in connection with the exchange offer. See "—Solicitation of Tenders; Fees and Expenses."

        Neither we nor our board of directors makes any recommendation to holders of Original Notes as to whether to tender or refrain from tendering all or any portion of their Original Notes pursuant to the exchange offer. Moreover, no one has been authorized to make any recommendation. Holders of Original Notes must make their own decision whether to tender in the exchange offer and, if so, the amount of Original Notes to tender after reading this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

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Expiration Date; Extensions; Amendments

        The term "expiration date" shall mean 5:00 p.m., New York City time, on                    , 2016 unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" shall mean the latest date to which the exchange offer is extended.

        We expressly reserve the right, in our sole discretion:

•

to delay acceptance of any Original Notes or to terminate the exchange offer and to refuse to accept Original Notes not previously accepted, if any of the conditions described under "—Conditions" shall have occurred and shall not have been waived by us;

•

to extend the expiration date of the exchange offer;

•

to amend the terms of the exchange offer in any manner;

•

to purchase or make offers for any Original Notes that remain outstanding subsequent to the expiration date; and

•

to the extent permitted by applicable law, to purchase Original Notes in the open market, in privately negotiated transactions or otherwise.

        The terms of the purchases or offers described in the fourth and fifth clauses above may differ from the terms of the exchange offer.

        Any delay in acceptance, termination, extension, or amendment will be followed as promptly as practicable by oral or written notice to the exchange agent and by making a public announcement. If the exchange offer is amended in a manner determined by us to constitute a material change, including without limitation any waiver of a material condition, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders, and we will extend the expiration date of the exchange offer if necessary so that five business days remain in the exchange offer following the notice of material change.

        Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, termination, extension, or amendment of the exchange offer, we shall have no obligation to publish, advise, or otherwise communicate any public announcement, other than by making a timely press release to an appropriate news agency.

        You are advised that we may extend the exchange offer because some of the holders of the Original Notes do not tender on a timely basis.

Interest on the Exchange Notes

        The Exchange Notes will bear interest from and including                    , 2016, or, if later, the most recent date on which interest was paid or provided for on the Original Notes surrendered for the Exchange Notes, at a rate of 9.25% per year. Accordingly, holders of Original Notes that are accepted for exchange will not receive interest that is accrued but unpaid on the Original Notes at the time of tender. We will pay interest on the Exchange Notes twice a year, on June 1 and December 1, beginning                             , 201  .

Procedures for Tendering

        Only a holder may tender his, her or its Original Notes in the exchange offer. Any beneficial owner whose Original Notes are registered in the name of such owner's broker, dealer, commercial bank, trust company or other nominee or are held in book-entry form and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on such owner's behalf. If the beneficial owner wishes to tender on his, her or its own behalf, the beneficial owner must,

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prior to completing and executing the letter of transmittal and delivering the owner's Original Notes, either make appropriate arrangements to register ownership of the Original Notes in the owner's name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time and may not be completed prior to the expiration date.

        The tender by a holder will constitute an agreement between the holder, us and the exchange agent according to the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

        A holder who desires to tender Original Notes and who cannot comply with the procedures set forth in this prospectus for tender on a timely basis or whose Original Notes are not immediately available must comply with the procedures for guaranteed delivery set forth below.

        The method of delivery of Original Notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Delivery of such documents will be deemed made only when actually received by the exchange agent or deemed received under the ATOP procedures described below. In all cases, sufficient time should be allowed to assure delivery to the exchange agent prior to the expiration date. No letter of transmittal or Original Notes should be sent to us. Holders may also request that their respective brokers, dealers, commercial banks, trust companies or nominees effect the tender for holders in each case as described in this prospectus and in the letter of transmittal.

        Original Notes Held in Book-Entry Form.    We understand that the exchange agent will make a request promptly after the date of the prospectus to establish accounts for the Original Notes for the purpose of facilitating the exchange offer, and subject to their establishment, any financial institution that is a participant in DTC may make book-entry delivery of the Original Notes by causing DTC to transfer the Original Notes into the exchange agent's account for the Original Notes using DTC's procedures for transfer.

        The exchange offer is eligible for DTC's ATOP. Accordingly, DTC participants may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange offer by causing DTC to transfer Original Notes held in book-entry form to the exchange agent in accordance with DTC's ATOP procedures for transfer. DTC will then send a book-entry confirmation, including an agent's message to the exchange agent.

        The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering Original Notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant. If you use ATOP procedures to tender Original Notes you will not be required to deliver a letter of transmittal to the exchange agent, but you will be bound by its terms just as if you had signed it.

        If you desire to tender Original Notes held in book-entry form with DTC, the exchange agent must receive, prior to 5:00 p.m. New York City time on the expiration date, at its address set forth in this prospectus, a confirmation of book-entry transfer of the Original Notes into the exchange agent's account at DTC, which is referred to in this prospectus as a "book-entry confirmation," and an agent's message transmitted pursuant to DTC's ATOP procedures. In lieu of transmitting an agent's message pursuant to DTC's ATOP procedures, you may deliver to the exchange agent, prior to 5:00 p.m. New York City time on the expiration date, at the address set forth in this prospectus, a properly completed and validly executed letter of transmittal, or manually signed facsimile thereof, together with any signature guarantees and other documents required by the instructions in the letter of transmittal.

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        Original Notes Held in Certificated Form.    For a holder to validly tender Original Notes held in physical or certificated form, the exchange agent must receive, prior to 5:00 p.m. New York City time on the expiration date, at its address set forth in this prospectus:

•

a properly completed and validly executed letter of transmittal, or a manually signed facsimile thereof, together with any signature guarantees and any other documents required by the instructions to the letter of transmittal; and

•

certificates for tendered Original Notes.

        Signatures.    Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act, unless the Original Notes tendered with the letter of transmittal are tendered:

•

by a registered holder who has not requested that Exchange Notes or certificates representing Original Notes not being tendered be issued to a person other than the registered holder, sent to an address other than that of a registered holder or credited to a different account maintained at DTC; or

•

for the account of an institution eligible to guarantee signatures.

        If the letter of transmittal is signed by a person other than the registered holder or DTC participant who is listed as the owner, the Original Notes must be endorsed or accompanied by appropriate bond powers which authorize the person to tender the Original Notes on behalf of the registered holder or DTC participant who is listed as the owner, in either case signed as the name of the registered holder who appears on the Original Notes or the DTC participant who is listed as the owner. If the letter of transmittal or any Original Notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing and, unless waived by us, submit evidence satisfactory to us of their authority to so act with the letter of transmittal.

        If you tender your Original Notes through ATOP, signatures and signature guarantees are not required.

        Determinations of Validity.    All questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of the tendered Original Notes will be determined by us in our sole discretion. This determination will be final and binding. We reserve the absolute right to reject any and all Original Notes not properly tendered or any Original Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular Original Notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within the time we shall determine. Although we intend to notify holders of defects or irregularities related to tenders of Original Notes, neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities related to tenders of Original Notes, nor shall any of us incur liability for failure to give notification. Tenders of Original Notes will not be considered to have been made until the irregularities have been cured or waived. Any Original Notes received by the exchange agent that we determine are not properly tendered or the tender of which is otherwise rejected by us and as to which the defects or irregularities have not been cured or waived by us will be returned by the exchange agent to the tendering holder unless otherwise provided in the letter of transmittal, promptly following the expiration date.

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Guaranteed Delivery Procedures

        Holders who wish to tender their Original Notes and:

•

whose Original Notes are not immediately available;

•

who cannot complete the procedure for book-entry transfer on a timely basis;

•

who cannot deliver their Original Notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date; or

•

who cannot complete a tender of Original Notes held in book-entry form using DTC's ATOP procedures on a timely basis;

may effect a tender if they tender through an institution eligible to guarantee signatures described under "—Procedures for Tendering—Signatures," or if they tender using ATOP's guaranteed delivery procedures.

        A tender of Original Notes made by or through an eligible institution will be accepted if:

•

prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from an eligible institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmittal, mail or hand delivery, that:



(1)

sets forth the name and address of the holder, the certificate number or numbers of the holder's Original Notes and the principal amount of the Original Notes tendered;



(2)

states that the tender is being made; and



(3)

guarantees that, within three business days after the expiration date, a properly completed and validly executed letter of transmittal or facsimile, together with a certificate(s) representing the Original Notes to be tendered in proper form for transfer, or a confirmation of book-entry transfer into the exchange agent's account at DTC of Original Notes delivered electronically, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent.

•

the properly completed and executed letter of transmittal or a facsimile, together with the certificate(s) representing all tendered Original Notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal are received by the exchange agent within three business days after the expiration date.

        A tender made through DTC's ATOP procedures will be accepted if:

•

prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent receives an agent's message from DTC stating that DTC has received an express acknowledgment from the participant in DTC tendering the Original Notes that they have received and agree to be bound by the notice of guaranteed delivery; and

•

the exchange agent receives, within three business days after the expiration date, either:



(1)

a book-entry confirmation, including an agent's message, transmitted via DTC's ATOP procedures; or



(2)

a properly completed and executed letter of transmittal or a facsimile, together with the certificate(s) representing all tendered Original Notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal.

        Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their Original Notes according to the guaranteed delivery procedures described above.

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Withdrawal of Tenders

        Except as otherwise provided in this prospectus, tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of Original Notes in the exchange offer:

•

a written or facsimile transmission of a notice of withdrawal must be received by the exchange agent at its address listed below prior to 5:00 p.m., New York City time, on the expiration date; or

•

you must comply with DTC's ATOP withdrawal procedures.

        Any notice of withdrawal must:

•

specify the name of the person having deposited the Original Notes to be withdrawn;

•

identify the Original Notes to be withdrawn, including the certificate number or numbers and principal amount of the Original Notes or, in the case of Original Notes transferred by book-entry transfer, the name and number of the account at DTC from which the Original Notes were tendered and the name and number of the account at DTC to be credited;

•

be signed by the same person and in the same manner as the original signature on the letter of transmittal by which the Original Notes were tendered, including any required signature guarantee, or be accompanied by documents of transfer sufficient to permit the trustee for the Original Notes to register the transfer of the Original Notes into the name of the person withdrawing the tender; and

•

specify the name in which any of these Original Notes are to be registered, if different from that of the person who deposited the Original Notes to be withdrawn.

        All questions as to the validity, form and eligibility, including time of receipt, of the withdrawal notices will be determined by us, and our determination shall be final and binding on all parties. Any Original Notes so withdrawn will be judged not to have been tendered according to the procedures in this prospectus for purposes of the exchange offer, and no Exchange Notes will be issued in exchange for those Original Notes unless the Original Notes so withdrawn are validly retendered. Any Original Notes that have been tendered but are not accepted for exchange will be returned to the holder of the Original Notes without cost to the holder or, in the case of Original Notes tendered by book-entry transfer into the holder's account at DTC, according to the procedures described above. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Original Notes may be retendered by following one of the procedures described above under "—Procedures for Tendering" at any time prior to the expiration date.

Conditions

        The exchange offer is subject only to the following conditions:

•

the compliance of the exchange offer with applicable law, any applicable policy or interpretation of the Staff of the SEC;

•

the proper tender of the Original Notes; and

•

the representation by each holder of the Original Notes (i) that any Exchange Notes to be received by it will be acquired in the ordinary course of its business; (ii) that, at the time of the commencement and consummation of the exchange offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the Securities Act; (iii) that it is not our

182

"affiliate" (as defined in Rule 405 promulgated under the Securities Act) or, if it is an affiliate, it will comply with any applicable registration and prospectus delivery requirements; (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of Exchange Notes; and (v) if such holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such Exchange Notes.

        If any of these conditions are not met, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any Original Notes and may terminate or amend the exchange offer. These conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our discretion. All such conditions must be satisfied or waived by us at or before the expiration date.

Exchange Agent

        U.S. Bank National Association has been appointed as exchange agent for the exchange offer. In this capacity, the exchange agent has no fiduciary duties and will be acting solely on the basis of our directions. Requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal, and requests for the notice of guaranteed delivery should be directed to the exchange agent. You should send certificates for Original Notes, letters of transmittal and any other required documents to the exchange agent addressed to:

By Regular Mail, Overnight Mail or Courier:

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attn: Specialized Finance

        Delivery of the letter of transmittal to an address other than as listed above or transmission of instructions via facsimile other than as described above does not constitute a valid delivery of the letter of transmittal.

Solicitation of Tenders; Fees and Expenses

        We will bear the expenses of requesting that holders of Original Notes tender those notes for Exchange Notes. The principal solicitation under the exchange offer is being made by mail. Additional solicitations may be made by our officers and regular employees and our affiliates in person, by telegraph, telephone or telecopier.

        We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket costs and expenses in connection with the exchange offer and will indemnify the exchange agent for all losses and claims incurred by it as a result of the exchange offer. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the Original Notes and in handling or forwarding tenders for exchange.

        We will pay the expenses to be incurred in connection with the exchange offer, including fees and expenses of the exchange agent and trustee, SEC registration fees, and accounting and legal fees, printing costs, transfer taxes and related fees and expenses.

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        You will not be obligated to pay any transfer tax in connection with the exchange, except if you instruct us to register Exchange Notes in the name of, or request that Original Notes not tendered or not accepted in the exchange offer be returned to, a person other than you, you will be responsible for the payment of any applicable transfer tax.

Accounting Treatment

        The Exchange Notes will be recorded at the same carrying value as the Original Notes, as reflected in our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us upon the closing of the exchange offer. We will amortize the expenses of the exchange offer over the term of the Exchange Notes.

Federal Income Tax Consequences

        The exchange of the Original Notes for the Exchange Notes in the exchange offer will not constitute a taxable event or exchange for U.S. federal income tax purposes, and thus will have no U.S. federal income tax consequences to holders of Original Notes. The Exchange Notes received pursuant to the exchange offer will be treated as a continuation of the Original Notes. Consequently, there will be no change in a holder's adjusted tax basis in the Exchange Notes, and the holder's holding period in the Exchange Notes will be the same as that applicable to the Original Notes. In addition, the U.S. federal income tax consequences of holding and disposing of the Exchange Notes will be the same as those applicable to the Original Notes.

Participation in the Exchange Offer; Untendered Notes

        Participation in the exchange offer is voluntary. Holders of the Original Notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

        As a result of the making of, and upon acceptance for exchange of all Original Notes tendered under the terms of, this exchange offer, we will have fulfilled a covenant contained in the terms of the registration rights agreement. Holders of the Original Notes who do not tender in the exchange offer will continue to hold their Original Notes and will be entitled to all the rights, and subject to the limitations, applicable to the Original Notes under the Indenture. Holders of Original Notes will no longer be entitled to any rights under the registration rights agreement that by their terms terminate or cease to have further effect as a result of the making of this exchange offer. See "Description of the Exchange Notes." All untendered Original Notes will continue to be subject to the restrictions on transfer described in the Indenture. To the extent that Original Notes are tendered and accepted in the exchange offer, the trading market for untendered Original Notes could be adversely affected. This is because there will probably be many fewer remaining Original Notes outstanding following the exchange, significantly reducing the liquidity of the untendered Original Notes.

        We may in the future seek to acquire untendered Original Notes in the open market or through privately negotiated transactions, through subsequent exchange offers or otherwise. We intend to make any acquisitions of Original Notes following the applicable requirements of the Exchange Act, and the rules and regulations of the SEC under the Exchange Act, including Rule 14e-1, to the extent applicable. We have no present plan to acquire any Original Notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any Original Notes that are not tendered in the exchange offer.

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BOOK ENTRY, DELIVERY AND FORM

        The Exchange Notes will be initially represented by one or more notes in registered global form without interest coupons (the "Global Notes"). The Global Notes will be deposited with the trustee, as custodian for the DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for the credit to an account of a direct or indirect participant in DTC as described below. We expect that, pursuant to procedures established by DTC, (i) upon the issuance of the Global Notes, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such Global Notes to the respective accounts of persons who have accounts with such depositary ("participants") and (ii) ownership of beneficial interests in the Global Notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Such accounts initially will be designated by or on behalf of the initial purchasers and ownership of beneficial interests in the Global Notes will be limited to participants or persons who hold interests through participants. Holders may hold their interests in the Global Notes directly through DTC if they are participants in such system, or indirectly through organizations that are participants in such system.

        So long as DTC or its nominee is the registered owner or holder of the notes, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Notes for all purposes under the indenture. No beneficial owner of an interest in the Global Notes will be able to transfer that interest except in accordance with DTC's procedures, in addition to those provided for under the indenture with respect to the notes.

        Payments of the principal of, and premium (if any) and interest on, the Global Notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of the issuer, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.

        We expect that DTC or its nominee, upon receipt of any payment of principal of, and premium (if any) and interest on the Global Notes, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Notes as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the Global Notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

        Transfers between participants in DTC will be effected in the ordinary way through DTC's same-day funds system in accordance with DTC rules and will be settled in same-day funds.

        DTC has advised us that it will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction.

        DTC has advised us as follows: DTC is a limited-purpose trust company organized under New York banking law, a "banking organization" within the meaning of the New York banking law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for issues of U.S. and non-U.S. equity, corporate and municipal debt issues that participants deposit with DTC. DTC also

185

facilitates the post-trade settlement among participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between participants' accounts. This eliminates the need for physical movement of securities certificates. Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to the DTC system is also available to indirect participants such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

        Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. None of us, the trustee or any paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Securities

        A Global Note is exchangeable for certificated notes in fully registered form without interest coupons ("Certificated Securities") only in the following limited circumstances:

•

DTC notifies us that it is unwilling or unable to continue as depositary for the Global Notes and we fail to appoint a successor depositary within 90 days of such notice, or

•

there shall have occurred and be continuing an event of default with respect to the notes under the indenture and DTC shall have requested the issuance of Certificated Securities.

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the notes will be limited to such extent.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following is a summary of certain U.S. federal income tax considerations relating to the exchange of Original Notes for Exchange Notes in the exchange offer. This summary is based on the Internal Revenue Code of 1986, as amended, existing and proposed Treasury Regulations, revenue rulings, administrative interpretations and judicial decisions now in effect, all of which are subject to change possibly with retroactive effect. This summary does not purport to address all U.S. federal income tax considerations that may be relevant to holders in light of their particular circumstances or to holders subject to special tax rules, such as banks, insurance companies or other financial institutions, dealers in securities or foreign currencies, tax-exempt investors, holders subject to the U.S. federal alternative minimum tax, or persons holding the notes as part of a hedging transaction, straddle, conversion transaction, or other integrated transaction.

        We have not sought and we do not expect to seek any ruling from the Internal Revenue Service (the "IRS") or an opinion of counsel with respect to the statements made and the conclusions reached in the following summary. As such, there can be no assurance that the IRS will agree with such statements and conclusions. Thus, all persons that exchange Original Notes for Exchange Notes in the exchange offer are urged to consult their own tax advisors with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

        The exchange of the Original Notes for the Exchange Notes in the exchange offer will not constitute a taxable event or exchange for U.S. federal income tax purposes, and thus will have no U.S. federal income tax consequences to holders of Original Notes. The Exchange Notes received pursuant to the exchange offer will be treated as a continuation of the Original Notes. Consequently, there will be no change in a holder's adjusted tax basis in the Exchange Notes, and the holder's holding period in the Exchange Notes will be the same as that applicable to the Original Notes. In addition, the U.S. federal income tax consequences of holding and disposing of the Exchange Notes will be the same as those applicable to the Original Notes.

The preceding discussion of certain U.S. federal income tax considerations is not tax advice. Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state, local and foreign tax consequences of exchanging Original Notes for, holding and disposing of Exchange Notes, including the consequences of any proposed change in applicable laws.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives Exchange Notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. We have agreed that, during the period broker-dealers are required to deliver this prospectus, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired as a result of market-making or other trading activities.

        We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commissions or concessions received by any such persons may be considered underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        During the 180-day period following the completion of this exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the Original Notes), other than dealers' and brokers' discounts, commissions and counsel fees and will indemnify the holders of the Original Notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        Certain legal matters in connection with the issuance of the Exchange Notes and Delaware and New York law will be passed on for us by Paul, Hastings LLP, Atlanta, Georgia. Certain legal matters with respect to Missouri law will be passed on for us by Warten, Fisher, Lee and Brown, LLC, Joplin, Missouri. Certain legal matters with respect to New Jersey law will be passed on for us by Gibbons P.C., Newark, New Jersey.

EXPERTS

        The consolidated financial statements of Jack Cooper Holdings Corp. and subsidiaries as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

        The consolidated financial statements of Allied Systems Holdings, Inc. and subsidiaries as of December 27, 2013 and December 31, 2012, and for the period from January 1, 2013 to December 27, 2013 and for the year ended December 31, 2012, have been included herein and in the registration statement in reliance upon the report of Grant Thornton LLP, independent certified public accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

        We filed with the Securities and Exchange Commission, or SEC, a registration statement on Form S-4 (SEC File No. 333-             ). This prospectus, which forms part of the registration statement, does not contain all the information included in the registration statement. For further information about us and the securities offered in this prospectus, you should refer to the registration statement and exhibits. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules filed therewith may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is http://www.sec.gov.

        Upon completion of this offering, we will file periodic and current reports and other information with the SEC. Such periodic and current reports and other information will be available for inspection and copying at the public reference room and website of the SEC referred to above.

        We maintain an internet site at www.jackcooper.com which contains information concerning us and our subsidiaries. The information contained on our internet site is not incorporated by reference in this prospectus and should not be considered a part of this prospectus.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Consolidated Financial Statements of Jack Cooper Holdings Corp.
Reports of Independent Registered Public Accounting Firm		F-2
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2015, 2014 and 2013		F-3
Consolidated Balance Sheets as of December 31, 2015 and 2014		F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013		F-5
Consolidated Statements of Stockholders' Deficit for the years ended December 31, 2015, 2014 and 2013		F-6
Notes to Consolidated Financial Statements		F-7
Consolidated Financial Statements of Allied Systems Holdings for the year ended December 31, 2012 and the period from January 1, 2013 to December 27, 2013
Report of Independent Certified Public Accountants		F-58
Consolidated Balance Sheets		F-60
Consolidated Statements of Comprehensive Loss		F-61
Consolidated Statements of Changes in Stockholders' Deficit		F-62
Consolidated Statements of Cash Flows		F-63
Notes to Consolidated Financial Statements		F-64

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors
Jack Cooper Holdings Corp.:

        We have audited the accompanying consolidated balance sheets of Jack Cooper Holdings Corp. (the Company) and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive loss, cash flows, and stockholders' deficit for each of the years in the three-year period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Jack Cooper Holdings Corp. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP
Kansas City, Missouri
March 17, 2016,
except for notes 5 and 16, which are as of April 11, 2016

F-2

JACK COOPER HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Years Ended December 31, 2015, 2014 and 2013

(in thousands)

	2015			2014			2013
Operating Revenues	$	728,589		$	783,280		$	514,689
Operating Expenses
Compensation and benefits		373,469			383,278			240,442
Fuel		67,796			109,333			76,014
Depreciation and amortization		50,941			50,441			25,314
Repairs and maintenance		54,395			53,802			31,759
Other operating		122,985			140,840			87,159
Selling, general and administrative expenses		56,277			60,706			42,118
Loss on sale of property and equipment		2,426			1,117			34
Goodwill and intangible asset impairment		15,352			—			4,663
Total operating expenses		743,641			799,517			507,503
Operating Income (Loss)		(15,052	)		(16,237	)		7,186
Other Expense
Interest expense, net		46,912			41,364			59,602
Other, net		6,923			3,914			857
Total other expense		53,835			45,278			60,459
Loss Before Income Taxes		(68,887	)		(61,515	)		(53,273	)
Provision (Benefit) for Income Taxes		1,029			1,219			(967	)
Net Loss		(69,916	)		(62,734	)		(52,306	)
Other Comprehensive Income (Loss), Net of Tax:
Amortization of actuarial pension gain (loss)		26			(1,035	)		495
Foreign currency translation gain (loss)		2,514			641			(177	)
Gain on marketable securities held-for-sale		—			179			111
Comprehensive Loss	$	(67,376	)	$	(62,949	)	$	(51,877	)

See accompanying Notes to Consolidated Financial Statements

F-3

JACK COOPER HOLDINGS CORP.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2015 and 2014

(in thousands, except share data)

	2015			2014
Assets
Current Assets
Cash and cash equivalents	$	2,571		$	7,100
Accounts receivable, net of allowance		49,082			60,141
Prepaid expenses		20,475			17,171
Assets held for sale		1,947			2,630
Deferred tax assets		—			1,639
Total current assets		74,075			88,681
Restricted cash		120			120
Property and equipment, net		139,110			160,973
Goodwill		32,248			46,583
Intangibles, net		28,604			33,426
Deferred financing costs, net		11,046			11,583
Deposits and other assets		19,858			5,626
Deferred tax assets		6			—
Total assets	$	305,067		$	346,992
Liabilities and Stockholders' Deficit
Current Liabilities
Revolving credit facility	$	50,636		$	72,669
Current maturities of long-term debt		3,510			4,064
Accounts payable		34,470			38,518
Accrued wages and vacation payable		19,120			17,281
Other accrued liabilities		26,683			25,455
Total current liabilities		134,419			157,987
Claims reserves, less current portion		—			4,694
Other liabilities		3,509			10,658
Long-term debt, less current maturities		449,204			387,965
Pension liability		1,855			1,813
Deferred income taxes		9,511			10,836
Total liabilities		598,498			573,953
Stockholders' Deficit
Jack Cooper Holding Corp. Deficit:
Class A voting common stock, $0.0001 par value; 8,000,000 shares authorized; 800,810 issued and outstanding at December 31, 2015 and 2014.		—			—
Additional paid-in capital		17,425			16,519
Accumulated deficit		(313,138	)		(243,222	)
Accumulated other comprehensive income (loss)		2,282			(258	)
Total stockholders' deficit		(293,431	)		(226,961	)
Commitments and Contingencies
Total liabilities and stockholders' deficit	$	305,067		$	346,992

See accompanying Notes to Consolidated Financial Statements

F-4

JACK COOPER HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2015, 2014 and 2013

(in thousands)

	2015			2014			2013
Operating Activities
Net loss	$	(69,916	)	$	(62,734	)	$	(52,306	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		50,941			50,441			25,314
Deferred financing cost amortization		3,155			2,264			9,167
Loss on extinguishment of debt		—			—			21,074
Loss on sale of property and equipment		2,426			1,117			34
Deferred income taxes		310			875			(652	)
Stock based compensation		906			1,725			318
Non-cash interest expense (income)		(155	)		(911	)		672
Unrealized foreign exchange losses, net		6,022			4,025			—
Non-cash impact of goodwill and intangible asset impairment		15,352			—			4,663
Changes in assets and liabilities, net of acquisitions:
Trade and other receivables		11,756			(10,152	)		(12,577	)
Prepaid expenses		(3,594	)		106			(3,415	)
Accounts payable and accrued expenses		(1,677	)		4,257			(5,056	)
Other non-current assets		(16,091	)		1,870			74
Other non-current liabilities		696			564			7,199
Net cash provided by (used in) operating activities		131			(6,553	)		(5,491	)
Investing Activities
Proceeds from sale of marketable securities held-for-sale		170			—			—
Proceeds from sale of property and equipment		753			2,891			4,277
Purchases of property and equipment		(31,187	)		(20,819	)		(21,286	)
Acquisition of Allied, net of cash acquired		—			—			(140,608	)
Net cash used in investing activities		(30,264	)		(17,928	)		(157,617	)
Financing Activities
Borrowings under revolving credit facility		205,706			179,275			149,796
Payments on revolving credit facility		(227,739	)		(158,087	)		(112,315	)
Deferred financing costs		(2,618	)		(75	)		(18,908	)
Principal payments on long-term debt		(8,842	)		(4,258	)		(2,015	)
Proceeds from long-term debt		59,375			—			382,875
Dividends paid		—			(427	)		(10,297	)
Restricted cash		—			—			(677	)
Treasury stock repurchase		—			(500	)		—
Proceeds from issuance of Series C preferred stock		—			—			2,637
Proceeds from issuance of intercompany note		1,500			—			—
Repurchase of Senior Secured Notes due 2015		—			—			(157,500	)
Tender offer and consent solicitation		—			—			(9,741	)
Redemption of preferred stock		—			—			(63,082	)
Capital contribution from JCEI		—			13,098			—
Net cash provided by financing activities		27,382			29,026			160,773
Effect of exchange rate change on cash		(1,778	)		(952	)		—
Increase (Decrease) in Cash and Cash Equivalents		(4,529	)		3,593			(2,335	)
Cash and Cash Equivalents, Beginning of Year		7,100			3,507			5,842
Cash and Cash Equivalents, End of Year	$	2,571		$	7,100		$	3,507

See accompanying Notes to Consolidated Financial Statements

F-5

JACK COOPER HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

Years Ended December 31, 2015, 2014 and 2013

(in thousands)

																Jack Cooper Holding Corp. Deficit
	Capital Subject to Redemption
																										Accumulated Other Comprehensive Loss
	Series A Preferred Stock			Series B Preferred Stock			Series C Preferred Stock			Series D Preferred Stock			Series E Preferred Stock			Class A Common Stock		Class B Common Stock		Additional Paid-in Capital			Accumulated Deficit						Treasury Stock			Total Deficit
December 31, 2012	$	1,995		$	37,000		$	6,140		$	4,500		$	2,160		$	—	$	—	$	—		$	(106,831	)	$	(472	)	$	(1,788	)	$	(109,091	)
Stock based compensation		—			—			—			—			—			—		—		318			—			—			—			318
Dividends on preferred stock		—			—			—			—			—			—		—		—			(4,724	)		—			—			(4,724	)
Dividends on common stock		—			—			—			—			—			—		—		—			(5,443	)		—			—			(5,443	)
Dividends on unexercised warrants		—			—			—			—			—			—		—		—			(557	)		—			—			(557	)
Issuance of preferred stock		—			—			3,010			—			—			—		—		(380	)		—			—			—			(380	)
Adjustment to redemption value/ Accretion of preferred shares		—			7,489			850			—			—			—		—		—			(8,339	)		—			—			(8,339	)
Redemption of preferred stock		(1,995	)		(44,489	)		(10,000	)		(4,500	)		(2,160	)		—		—		62			—			—			—			62
Net loss		—			—			—			—			—			—		—		—			(52,306	)		—			—			(52,306	)
Pension actuarial gain, net of tax		—			—			—			—			—			—		—		—			—			495			—			495
Currency translation adjustment		—			—			—			—			—			—		—		—			—			(177	)		—			(177	)
Unrealized gain on available-for-sale security		—			—			—			—			—			—		—		—			—			111			—			111
Comprehensive loss		—			—			—			—			—			—		—		—			—			—			—			(51,877	)
December 31, 2013		—			—			—			—			—			—		—		—			(178,200	)		(43	)		(1,788	)		(180,031	)
Stock based compensation		—			—			—			—			—			—		—		1,725			—			—			—			1,725
Capital contribution by JCEI		—			—			—			—			—			—		—		14,794			—			—			—			14,794
Repurchase of Common Stock		—			—			—			—			—			—		—		—			—			—			(500	)		(500	)
Treasury stock retirement		—			—			—			—			—			—		—		—			(2,288	)		—			2,288			—
Net loss		—			—			—			—			—			—		—		—			(62,734	)		—			—			(62,734	)
Pension actuarial loss, net of tax		—			—			—			—			—			—		—		—			—			(1,035	)		—			(1,035	)
Currency translation adjustment		—			—			—			—			—			—		—		—			—			641			—			641
Unrealized gain on available-for-sale security		—			—			—			—			—			—		—		—			—			179			—			179
Comprehensive loss		—			—			—			—			—			—		—		—			—			—			—			(62,949	)
December 31, 2014		—			—			—			—			—			—		—		16,519			(243,222	)		(258	)		—			(226,961	)
Stock based compensation		—			—			—			—			—			—		—		906			—			—			—			906
Net loss		—			—			—			—			—			—		—		—			(69,916	)		—			—			(69,916	)
Pension actuarial gain, net of tax		—			—			—			—			—			—		—		—			—			26			—			26
Currency translation adjustment		—			—			—			—			—			—		—		—			—			2,514			—			2,514
Comprehensive loss		—			—			—			—			—			—		—		—			—			—			—			(67,376	)
December 31, 2015	$	—		$	—		$	—		$	—		$	—		$	—	$	—	$	17,425		$	(313,138	)	$	2,282		$	—		$	(293,431	)

See accompanying Notes to Consolidated Financial Statements

F-6

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2015, 2014 and 2013

NOTE 1: DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

        Jack Cooper Holdings Corp. (together with its subsidiaries, the "Company" or "JCHC") is a transportation and logistics provider and a leading over-the-road finished vehicle logistics company in North America. The Company transported 4.1 million finished vehicles in each of 2015 and 2014, and 2.5 million in 2013.

        The Company primarily earns revenues under multi-year or single-year contracts from the intrastate and interstate transportation of vehicles. Approximately 40%, 31%, and 12% of the Company's revenues were from its three largest customers, General Motors Company ("GM"), Ford Motor Company ("Ford"), and Toyota Motor Sales, USA, Inc. ("Toyota") for the year ended December 31, 2015; 38%, 30%, and 13% for the year ended December 31, 2014; and 51%, 16%, and 19% for the year ended December 31, 2013, respectively. These customers also collectively represented approximately 67% of accounts receivable at December 31, 2015 and 63% at December 31, 2014. Approximately 82% of the Company's employees are covered by collective bargaining agreements, the majority of which were effective through August 31, 2015 and are currently being re-negotiated. The employees covered by the expired collective bargaining agreement and the Company have mutually agreed to keep all terms and provisions of the expired agreement in effect until a new agreement is entered into.

        Merger.    On June 5, 2014, the Company completed a merger transaction (the "Merger"), pursuant to which the Company became a wholly-owned subsidiary of Jack Cooper Enterprises, Inc. ("JCEI") and the Company's stockholders immediately prior to the Merger became the stockholders of JCEI. As a result, each outstanding share of JCHC's Class A Common Stock was converted into one share of JCEI's Class A Common Stock and each outstanding share of JCHC's Class B Common Stock was converted into one share of JCEI's Class B Common Stock. JCEI has no material operating activities other than being the sole stockholder of JCHC and as described below. On June 10, 2014, JCEI issued and sold $150 million aggregate principal amount of its 10.50%/11.25% Senior PIK Toggle Notes due 2019 (the "JCEI Notes") through a private placement to qualified institutional buyers pursuant to Rule 144A and in an offshore transaction pursuant to Regulation S as promulgated under the Securities Act of 1933, as amended (the "Securities Act").

NOTE 2: ACCOUNTING POLICIES AND BASIS OF PRESENTATION

        Principles of Consolidation.    The accompanying consolidated financial statements of the Company include all the accounts of Jack Cooper Holdings Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

        On December 27, 2013, the Company acquired certain operating assets of Allied Systems Holdings, Inc. (the "Allied Acquisition"). The acquisition has been accounted for as a business combination and the results of operations have been included in these consolidated financial statements from the date of acquisition.

        Foreign Currency.    The Company's financial condition and results of operations are recorded in multiple currencies, including the Canadian dollar and the Mexican peso, and an accounts receivable balance denominated in Nigerian naira. Assets and liabilities of subsidiaries whose functional currency is not the U.S. dollar were translated at the exchange rate in effect at the balance sheet date, and revenues and expenses were translated at average exchange rates for the period. Translation

F-7

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 2: ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)

adjustments are included in other comprehensive income (loss). Gains and losses on certain of the Company's intercompany loans are included in Other, net in the condensed consolidated statements of comprehensive loss due to the intercompany loans not being considered long-term investment in nature.

        Use of Estimates.    The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events relating to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include those related to workers' compensation insurance, pension withdrawal liabilities, allowance for doubtful accounts, the recoverability and useful lives of assets, litigation provisions and income taxes. Estimates are revised when facts and circumstances change. As such, actual results could differ materially from those estimates.

        Cash and Cash Equivalents.    The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2015 and 2014, cash equivalents consisted primarily of short-term cash deposits. At December 31, 2015 and 2014, restricted cash of $0.1 million, a long term asset within the consolidated balance sheets, represented certificates of deposits related to merchant services provided by the Company.

        Revenue Recognition.    The Company's operating revenues are principally derived from its operations as a contract carrier. Carrier operating revenues are recognized when persuasive evidence of an arrangement exists, the customer takes ownership of the cargo and assumes risk of loss, collection of the relevant receivable is probable, and the contract price is fixed or determinable. Carrier operating revenues are recognized at the time the cargo is delivered and expenses are recognized as incurred. Fuel surcharges collected from customers are recognized at the time the cargo is delivered, reported gross and are included in operating revenues. Yard management, brokerage, inspections, and other revenues are recognized as the service is performed. Revenues primarily derived from the Company's operations as a non-asset based carrier are from non-asset based ocean freight motorized vehicle transportation services. Ocean freight services revenues include the charges by the Company for carrying the shipments when the Company acts as a Non-Vessel Operating Common Carrier. Based upon the terms in the contract of carriage, gross revenues related to shipments where the Company issues a house ocean bill of lading are recognized at the time the freight is tendered to the direct carrier at origin. Costs related to the shipments are also recognized at this time.

        Accounts Receivable, net.    Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are typically due within 7-30 days after the issuance of the invoice. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and the customer's financial condition, the amount of receivable in dispute, aging and current payment patterns. The Company reviews its allowance for doubtful accounts monthly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The

F-8

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 2: ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)

allowance for doubtful accounts totaled $1.8 million and $2.8 million as of December 31, 2015 and 2014, respectively. Following is a rollforward of the allowance for doubtful accounts activity:

(in thousands)	Beginning of Year		Charged to Costs and Expenses		Write-offs and Recoveries			End of Year
Allowance for doubtful accounts:
December 31, 2015	$	2,768		2,156		(3,133	)	$	1,791
December 31, 2014	$	690		1,996		82		$	2,768
December 31, 2013	$	473		524		(307	)	$	690

        Prepaid Expenses and Deposits and Other Assets.    Prepaid expenses consist primarily of prepaid insurance and parts inventory. Prepaid insurance, other than workers compensation insurance, is expensed over the term of the policy. Parts inventory is expensed when placed on carrier revenue equipment.

        The Company records expense estimates for the workers compensation programs based upon third party actuarial studies. The Company's workers compensation program for the policy period July 26, 2015 to July 26, 2016 (the "2015-2016 Policy") requires collateral payments totaling $6.4 million as well as $38.1 million of premium payments, the installments for which are to be paid over nine months starting July 26, 2015. The collateral balance of $4.2 million at December 31, 2015 is recorded within deposits and other assets on the consolidated balance sheets. The premium payments for the 2015-2016 Policy, less the actuarial-estimated losses and fees incurred to-date, are reflected as prepaid assets within the consolidated balance sheets and totaled $8.6 million at December 31, 2015.

        Deposits and other assets primarily consist of workers compensations insurance collateral deposits for its workers compensation policy periods since July 26, 2009, workers compensation payments in excess of estimated losses for the policy periods between July 26, 2009 and July 26, 2015 (the "2009-2015 Policies"), and other deposits primarily associated with building operating leases and related utilities.

        The Company's workers compensation programs for the 2009-2015 Policies require payments to the insurance carrier following a formula that is proprietary to the insurance carrier. The balance of such payments in excess of the actuarially determined liabilities for the 2009-2015 Policies totaled $9.6 million and $2.3 million at December 31, 2015 and December 31, 2014, respectively.

        Long-Lived Assets.    Purchases of property and equipment are recorded at cost. Costs related to refurbishment and improvements of idle or used carrier revenue equipment are capitalized as incurred. These costs, and the associated equipment, are classified as construction in progress until placed into service, at which time they are reclassified as carrier revenue equipment. Repairs and maintenance costs are expensed as incurred. Purchased intangible assets and property and equipment associated with acquisitions are recorded at their estimated fair value at the time of acquisition.

F-9

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 2: ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)

        Property and equipment as of December 31, 2015 and 2014 were as follows:

(in thousands)	2015		2014
Land	$	7,045	$	7,045
Carrier revenue equipment		269,019		256,028
Buildings and equipment		37,559		33,093
Leasehold improvements		2,756		3,808
Construction in process		4,421		2,951
		320,800		302,925
Less: accumulated depreciation		181,690		141,952
Property and equipment, net	$	139,110	$	160,973

        The Company identified certain assets that meet the criteria for assets held for sale classification. These assets primarily consist of real property at one location that the Company intends to sell and carrier revenue equipment that does not fit the Company's fleet needs. The Company plans to sell substantially all of these identified assets during 2016 and, as such, the assets were measured at fair value less cost to sell. The Company had approximately $1.9 million and $2.6 million in assets held for sale as of December 31, 2015 and December 31, 2014, respectively, in the consolidated balance sheets.

        Depreciation and amortization is calculated on the straight-line method over the shorter of the lease term or estimated useful life of the asset. Carrier revenue equipment includes new and used rigs that have an estimated useful life of 9-12 years and refurbishments and modifications to rigs that have an estimated useful life of 5-7 years. Depreciation expense of property and equipment totaled $47.5 million, $46.3 million and $22.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. Amortization expense of intangibles totaled $3.4 million, $4.2 million and $2.8 million for the years ended December 31, 2015, 2014 and 2013, respectively.

        The estimated useful lives for each major classification of long-lived asset are as follows:

Carrier revenue equipment	5 - 12 years
Buildings and equipment	3 - 15 years
Leasehold improvements	1 - 5 years
Finite-lived intangibles	3 - 10 years

        The Company performs periodic reviews of the appropriateness of depreciable lives for each category of property and equipment, taking into consideration actual usage, physical wear and tear, and replacement history to determine remaining life of its asset base.

        Long-lived assets, such as property and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through

F-10

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 2: ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)

various valuation techniques including discounted cash flow models, quoted market values and third-party appraisals, as necessary.

        Goodwill and Indefinite-Life Intangibles.    Goodwill and other indefinite-life intangible assets, not subject to amortization, are evaluated annually for impairment as of November 30 or more frequently if circumstances indicate that impairment may exist. In assessing indefinite lived assets not subject to amortization (certain of our customer relationships) the Company assesses qualitative factors to determine if it is more likely than not that the fair value of the customer relationship exceeds its carrying value. If the qualitative assessment is inconclusive, the Company performs Step 1 of a two-step process to compare the fair value of the customer relationship to the carrying value. If Step 1 indicates the fair value is less than the carrying value, the Company performs Step 2 of the assessment to determine the difference between the implied fair value of the customer relationship and the carrying amount. Based on qualitative factors, the Company determined that it is not more likely than not that the fair value of the customer relationship is less than its carrying amount. In assessing goodwill for impairment, the Company initially evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive and it is necessary to calculate the fair value of a reporting unit, then a two-step process is utilized to test goodwill for impairment. First, a comparison of the fair value of the applicable reporting unit with the aggregate carrying value, including goodwill, is performed utilizing an income approach and market approach. The income approach develops an estimated fair value based on a discounted cash flow, where the estimated fair value is calculated by discounting projected future cash flows. The market approach compares actual market transactions of businesses that are similar to those of the Company. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the second step of the goodwill impairment test is performed to determine the amount of impairment loss. The second step includes comparing the implied fair value of the affected reporting unit's goodwill with the carrying value of that goodwill. Some of the key assumptions utilized in determining future projected cash flows include estimated growth rates, expected future pricing and costs, and future capital expenditures requirements. In addition, market multiples of publicly traded guideline companies are also considered. The Company considers the relative strengths and weaknesses inherent in the valuation methodologies utilized in each approach and consults with a third party valuation specialist to assist in determining the fair value.

        Any one event or a combination of events such as a change in the business climate, a negative change in relationships with significant customers, and changes to strategic decisions, could require an interim assessment prior to the next required annual assessment.

        Deferred Financing Costs.    Amortization of deferred financing costs for the years ended December 31, 2015, 2014 and 2013 was $3.2 million, $2.3 million and $9.2 million, respectively, which is reflected in interest expense, net on the consolidated statements of comprehensive loss. Costs incurred to obtain debt financing are capitalized and amortized to interest expense using the effective interest method. During 2015, the Company capitalized $2.6 million of deferred financing costs related to the issuance of the Term Loan and the subsequent amendment to the Term Loan. During 2013, the Company wrote off $12.4 million and $6.0 million of deferred financing costs and accumulated amortization, respectively, related to the extinguishment of the 12.75% Senior Secured Notes due 2015 (referred to herein as the Company's previously issued senior notes). In June 2013, the Company

F-11

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 2: ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)

capitalized $8.7 million of deferred financing costs related to the issuance of its $225 million aggregate principal amount of 9.25% Senior Secured Notes due 2020 (the "2020 Notes"). Also during 2013, the Company capitalized, fully amortized, and wrote off $6.8 million of deferred financing costs related to a backstop financing commitment to fund the Allied Acquisition. Additionally, during 2013, the Company capitalized $1.0 million of deferred financing costs related to modifications to the terms of the amended and restated credit agreement with Wells Fargo Capital Finance, LLC (the "Credit Facility").

        Income Taxes.    Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term "more likely than not" means a likelihood of more than 50 percent. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is more likely than not of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense.

        Claims and Self Insurance Accruals.    Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the claim settlement costs that insurance does not cover can be reasonably estimated. Unallocated loss expenses and claims handling expenses incurred in connection with loss contingencies are expensed as incurred. The Company self-insures its workers' compensation and as the retention level on current cargo claims policy is the same as the policy limit, the Company is self-insured on cargo claims. In addition, the Company retains liability for a significant portion of risks related to workers' compensation, trucker's liability, general liability and auto liability claims, including current and long-term portions, related to events occurring prior to July 27, 2009 when the Company entered into its arrangement with its workers' compensation provider for the 2009-2015 Policies and the 2015-2016 Policy carrier. The 2015-2016 Policy effective July 26, 2015 includes a stop-loss of $0.7 million per claim, over which amount the Company has no liability. The Company was fully insured, subject to annual policy limits, for commercial general liability and auto liability claims as of December 31, 2015 and 2014.

F-12

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 2: ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)

        The Company measures the liabilities associated with workers' compensation primarily through actuarial methods, which include estimates for the aggregate liability of claims incurred and an estimate of incurred but not reported claims, on an undiscounted basis as timing of the cash outflows to satisfy the liability is not fixed or reliably determinable. These estimates are based on historical loss experience and judgments about the present and expected levels of claim frequency and severity and the time required to settle claims. The effect of future inflation for costs is considered in the analysis. Adjustments to previously established reserves are included in operating results in the year of adjustment. The accrual for workers' compensation claims totaled $7.5 million and $16.2 million at December 31, 2015 and 2014, respectively, and is included in claims reserves, less current portion of $2.9 million and $11.5 million, respectively, which are recorded in accounts payable and other accrued liabilities. Expense for workers' compensation is recognized in operating expenses—compensation and benefits on the consolidated statements of comprehensive loss. We present estimated insurance reserves without reduction for related per-claim insurance maximum exposure retention amounts for which corresponding assets have been recorded of $1.6 million and $1.5 million as of December 31, 2015 and 2014, respectively.

        The accrual for cargo claims totaled $5.1 million and $5.3 million at December 31, 2015 and 2014, respectively, and is included in other accrued liabilities. Liabilities for self-insurance for group health claims are included in accounts payable and totaled $1.9 million and $1.5 million as of December 31, 2015 and 2014, respectively. Following is a rollforward of the claims and insurance reserve accounts activity:

(in thousands)	Beginning of Year		Charged to Costs and Expenses		Payments and Other			Allied Acquisition		End of Year
Claims reserves:
December 31, 2015	$	22,946		61,197		(70,282	)		—	$	13,861
December 31, 2014	$	24,387		54,840		(56,281	)		—	$	22,946
December 31, 2013	$	36,807		29,171		(42,841	)		1,250	$	24,387

        Fair Value Measurements.    The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

•

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•

Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•

Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

F-13

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 2: ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)

        Recently Issued Accounting Standards.    In August 2014, the Financial Accounting Standards Board ("FASB") issued guidance on the disclosure of uncertainties about an entity's ability to continue as a going concern. This standard provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. The Company expects to adopt this guidance on January 1, 2017 and does not expect the adoption of this guidance to have any impact on its financial position, results of operations or cash flows.

        In May 2014, the FASB issued guidance on revenue recognition. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB agreed to a one-year deferral of the effective date of the new revenue recognition guidance so that it is now effective for interim and annual periods beginning after December 15, 2017. The new guidance will become effective for the Company beginning with the first quarter of 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company is currently evaluating the effect of this update on its financial position, results of operations and cash flows.

        In February 2015, the FASB issued Accounting Standards Update ("ASU") 2015-02, Consolidation, which amends the current consolidation guidance to change the manner in which a reporting entity assesses certain characteristics used to determine if an entity is a variable interest entity. This new guidance is effective for the Company in the first quarter of 2016, with early adoption permitted, including in any interim period. The Company adopted this guidance on January 1, 2016 and the adoption of this guidance did not have any impact on its financial position, results of operations or cash flows.

        In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest, which amends the current guidance to change the manner in which debt issuance costs are presented on an entity's balance sheet. This new guidance will require the Company to present debt issuance costs related to recognized debt liabilities on the balance sheet as a direct deduction from the debt liability, as opposed to the current guidance that requires the recording of the cost of issuing debt as a separate asset. ASU 2015-03 requires retrospective application to all prior periods presented in the financial statements. This new guidance is effective for the Company in the first quarter of 2016, with early adoption permitted, including in any interim period. The Company adopted this guidance on January 1, 2016. If the Company had adopted this standard during year ended December 31, 2015, the result would have been to reduce deferred financing costs, net within long-term assets and to reduce long-term debt in the consolidating balance sheets by $11.0 million and $11.6 million as of December 31, 2015 and December 31, 2014, respectively.

        In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which requires that all deferred tax liabilities and assets be classified as non-current amounts on the balance sheet. ASU 2015-17 is effective for interim and annual periods beginning after December 15, 2016 and may be applied prospectively or retrospectively. Early adoption of the standard is permitted.

F-14

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 2: ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Continued)

The Company early adopted this standard prospectively on December 31, 2015, and no prior periods were adjusted upon adoption. The adoption of this standard had no effect on the Company's results of operations, financial condition or cash flows.

        In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize a lease liability and a right of use asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier application permitted. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the effect of this update on its consolidated financial statements.

NOTE 3: ACQUIRED INTANGIBLE ASSETS AND GOODWILL

        The Company had total goodwill of $32.2 million and $46.6 million as of December 31, 2015 and 2014 and net intangible assets of $28.6 million and $33.4 million as of December 31, 2015 and 2014, respectively.

        The tables below present the change in carrying values by segment:

	Indefinite Lived					Definite Lived
Transport Segment (in thousands)	Goodwill			Customer Relationships		Customer Relationships			Non-Compete Agreement			Trade Names			Total Intangibles
Balance at December 31, 2012	$	11,138		$	20,356	$	5,837		$	1,140		$	—		$	27,333
Acquisitions		15,408			—		4,440			756			660			5,856
Amortization		—			—		(1,025	)		(360	)		—			(1,385	)
Balance at December 31, 2013	$	26,546		$	20,356	$	9,252		$	1,536		$	660		$	31,804
Segment reclassification		(816	)		—		(1,038	)		—			(660	)		(1,698	)
Acquisitions		(586	)		—		—			72			—			72
Amortization		—			—		(1,337	)		(774	)		—			(2,111	)
Balance at December 31, 2014	$	25,144		$	20,356	$	6,877		$	834		$	—		$	28,067
Amortization		—			—		(1,333	)		(774	)		—			(2,107	)
Balance at December 31, 2015	$	25,144		$	20,356	$	5,544		$	60		$	—		$	25,960

F-15

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 3: ACQUIRED INTANGIBLE ASSETS AND GOODWILL (Continued)

	Indefinite Lived			Definite Lived
				Customer Relationships			Vendor Relationships			Non-Compete Agreement			Trade Names			Total Intangibles
Logistics Segment (in thousands)	Goodwill
Balance at December 31, 2012	$	18,781		$	1,751		$	471		$	2,157		$	—		$	4,379
Impairment		(4,663	)		—			—			—			—			—
Acquisitions		5,847			1,990			—			—			900			2,890
Amortization		—			(447	)		(326	)		(626	)		—			(1,399	)
Balance at December 31, 2013	$	19,965		$	3,294		$	145		$	1,531		$	900		$	5,870
Segment reclassification		816			1,038			—			—			660			1,698
Acquisitions		838			—			—			—			—			—
Amortization		—			(1,171	)		(145	)		(626	)		(74	)		(2,016	)
Currency translation adjustment		(180	)		(116	)		—			—			(77	)		(193	)
Balance at December 31, 2014	$	21,439		$	3,045		$	—		$	905		$	1,409		$	5,359
Impairment		(14,118	)		(642	)		—			(592	)		—			(1,234	)
Amortization		—			(881	)		—			(313	)		(124	)		(1,318	)
Currency translation adjustment		(217	)		(135	)		—			—			(28	)		(163	)
Balance at December 31, 2015	$	7,104		$	1,387		$	—		$	—		$	1,257		$	2,644

        During the fourth quarter of 2013, as part of the annual impairment test, the Company determined the book value of goodwill at AES, a subsidiary of the Company within its Logistics segment, which provides the brokering of international shipments of cars, trucks and construction equipment from various ports in the U.S. to various international destinations by third-party ship, exceeded its fair value and recognized $4.7 million of goodwill impairment. The decrease in fair value of the AES reporting unit was due to revised projected sales growth rates, profit, and cash flows that were below the Company's previous projections, partially as a result of governmental budgetary issues which curtailed capital investment for infrastructure projects in Nigeria, a major market for AES. These issues caused one revenue stream of the Company's logistics business, shipments of large machinery from the U.S., to decline. The Company determined the fair value of the AES reporting unit using a combination of an income approach using discounted cash flow analysis and a market approach comparing actual market transactions of businesses that are similar to those of the Company. In addition, market multiples of publicly traded guideline companies were also considered. The Company considered the relative strengths and weaknesses inherent in the valuation methodologies utilized in each approach and consulted with a third party valuation specialist to assist in determining the fair value. Based on this analysis, it was determined that the fair value did not exceed carrying value and performing Step 2 of the analysis was required. Based on the Step 2 analysis, a $4.7 million impairment charge was recorded. During the fourth quarter of 2014, based on operating results to date, the Company performed Step 1 analysis using the same approach as discussed above and concluded that the fair value exceeded the carrying value of AES and therefore no Step 2 analysis was necessary. No impairment was recorded for the year ended December 31, 2014.

F-16

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 3: ACQUIRED INTANGIBLE ASSETS AND GOODWILL (Continued)

        As a result of further negative changes in the business climate at AES, an interim assessment of the goodwill and intangibles at AES was performed during the second quarter of 2015. As a result of the assessment, the Company determined the book values of goodwill and intangible assets at AES exceeded the fair values and recognized $14.1 million of goodwill impairment and $1.2 million of intangible asset impairment for the year ended December 31, 2015. The decrease in fair value of the AES reporting unit and intangible assets was due to reduced rates of growth for sales, profits, and cash flows, and revised expectations for future performance that were below the Company's previous projections, primarily as a result of increased price competition starting in the second quarter of 2015, and weak export demand of vehicles to Nigeria, a major market within which AES operates. These issues have caused one revenue stream of the logistics business, shipments of vehicles from the U.S. to Nigeria, to decline.

        Definite-lived intangible assets are amortized on a straight-line basis over a period of 10 years for Transport customer relationships and 4 years for Logistics customer relationships, 20 years for Logistics trade names, and between 2 and 5 years for non-compete agreements. Estimated annual amortization expense on definite-lived intangible assets as of December 31, 2015 is expected to total $2.2 million for 2016, $2.1 million for 2017, $1.0 million for 2018, $0.6 million for 2019, $0.5 million for 2020, and $1.8 million thereafter.

NOTE 4: LINE OF CREDIT

        The Company is party to the Credit Facility which provides a revolving line of credit of $100 million, with the amount available to borrow determined by a borrowing base calculation based on accounts receivable and vehicles owned less letters of credit and other offsets. The Credit Facility is subject to certain borrowing base limitations and matures at the earlier of (i) June 18, 2018 or (ii) the date that is 90 days prior to the then extant maturity date of the Term Loan. As of December 31, 2015, there was $50.6 million in outstanding borrowings under the Credit Facility with a weighted average interest rate of 2.99%. At December 31, 2014, there was $72.7 million in outstanding borrowings under the Credit Facility. As of December 31, 2015, the Company had $39.3 million available for borrowings, without consideration of maximum revolver amount threshold discussed below.

        All borrowings under the Credit Facility bear interest at the Base Rate plus the Base Rate Margin, or at the Company's option, at the LIBOR Rate plus the LIBOR Rate Margin (in minimum amounts of $1 million). The Base Rate is the greatest of (a) the Federal Funds Rate plus 50 basis points (b) the one-month LIBOR Rate plus one percentage point, and (c) the lenders' prime rate. The applicable Base Rate Margin is based on the average monthly excess availability for the prior month when compared to the Maximum Revolver Amount of $100 million. If the average monthly excess availability is greater than 66% of the Maximum Revolver Amount, the Base Rate Margin will be 1.25 percentage points; if the average monthly excess availability is less than or equal to 66% of the Maximum Revolver Amount but greater than 33% of the Maximum Revolver Amount, the Base Rate Margin will be 1.50 percentage points and if the average monthly excess availability is less than or equal to the Maximum Revolver Amount, the Base Rate Margin is 1.75 percentage points. The LIBOR Rate Margin is 2.25 percentage points if the average monthly excess availability is greater than 66% of the Maximum Revolver Amount, 2.5 percentage points if the average monthly excess availability is less than or equal to 66% of the Maximum Revolver Amount but greater than 33% of the Maximum Revolver

F-17

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 4: LINE OF CREDIT (Continued)

Amount and 2.75 percentage points if the average monthly excess availability is less than or equal to 33% of the Maximum Revolver Amount. If at any time an event of default occurs, the LIBOR option would no longer be available. Letters of credit will bear interest at the LIBOR Rate Margin.

        The Credit Facility contains customary representations, warranties and covenants including, but not limited to, certain limitations on the Company's and its subsidiaries' ability to incur additional debt, guarantee other obligations, create or incur liens on assets, make investments or acquisitions, make certain dispositions of assets, make optional payments or modifications of certain debt instruments, pay dividends or other payments to our equity holders, engage in mergers or consolidations, sell assets, change our line of business and engage in transactions with affiliates. If availability under the Credit Facility falls below 12.50% of the Maximum Revolver Amount, the Company will be required to maintain a fixed charge coverage maintenance ratio of at least 1.10:1.00 for a specified time. If excess availability under the Credit Facility falls below 12.50% of the Maximum Revolver Amount, the lender may automatically sweep funds from the Company's cash accounts to pay down the revolver. At December 31, 2015 and 2014, the Company's availability under the Credit Facility exceeded the specified threshold amounts and accordingly, the Company was not in a financial covenant period.

        The Company uses the Credit Facility for working capital needs, borrowing from, and repaying the facility on a short-term basis. Borrowings under the Credit Facility are reflected within current liabilities on the consolidated balance sheets.

NOTE 5: LONG-TERM DEBT AND OTHER LIABILITIES

Term Loan

        On March 31, 2015, the Company entered into a senior secured term loan facility (the "Term Loan") in the principal amount of $62.5 million issued at a 4.0% discount with MSDC JC Investments, LLC ("MSDC"), as agent and lender. The proceeds from the Term Loan were used to pay down outstanding borrowings on the Credit Facility and for general corporate purposes. During the year ended December 31, 2015, the Company capitalized $2.5 million of deferred financing costs related to the issuance of the Term Loan. As of December 31, 2015, the Term Loan bore an interest rate of LIBOR plus 6.0% per annum (9.0% at December 31, 2015), subject to a LIBOR floor of 3.0%.

        On December 23, 2015, the Company entered into an amendment to the Term Loan which extended the maturity date of the Term Loan to October 18, 2018 and, effective January 2, 2016, increased the applicable interest rate on the Term Loan by 1.0% per annum. As a result, effective January 2, 2016, the Term Loan bears interest at a rate of LIBOR plus 7.0% per annum, subject to a LIBOR floor of 3.0% per annum. Further, if the Term Loan is prepaid with the proceeds of a qualified equity raise, the Company will pay an additional premium equal to the present value of the additional 1.0% interest accruing from January 2, 2016, if paid through the maturity date, as a make whole premium. In consideration for the amendment, the Company paid MSDC a fee of $0.6 million.

        The Term Loan is guaranteed by certain domestic subsidiaries of the Company and is secured by substantially all of the assets of the Company and its domestic subsidiaries and a pledge of 65% of the outstanding equity of the Company's first-tier foreign subsidiaries. MSDC's liens have first priority status on the ABL Collateral (as defined in the JCHC Indenture) and second priority status on the Notes Collateral (as defined in the JCHC Indenture) to the same extent as the liens of the lenders under the Credit Facility in such assets (as contemplated by the Intercreditor Agreement (as defined in the JCHC Indenture)), but are junior to the liens of the lenders under the Credit Facility.

F-18

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 5: LONG-TERM DEBT AND OTHER LIABILITIES (Continued)

        In connection with the execution of the Term Loan agreement, on April 2, 2015, the Company entered into an amendment to the Credit Agreement (the "Third Amendment"), pursuant to which the Credit Facility was amended to permit the incurrence of the Term Loan under the Credit Agreement and to provide that the Credit Facility will mature on the earlier of June 18, 2018, or the date that is 90 days prior to the then extant maturity date of the Term Loan (as amended, restated, modified, changed, refinanced, or replaced). The Third Amendment also imposes an availability block under the Credit Facility of $6.25 million so long as any indebtedness is outstanding under the Term Loan (or MSDC has any commitment to extend credit resulting in incurrence of such indebtedness), and makes certain conforming amendments to the covenants with respect to the prepayment, redemption, purchase or acquisition of other indebtedness and to certain of the events of default under the Credit Facility.

        2020 Notes.    The Company has outstanding $375 million principal amount of 9.25% Senior Secured Notes due 2020, issued and sold through a private placement to qualified institutional buyers pursuant to Rule 144A, promulgated under the Securities Act. The 2020 Notes were issued pursuant to an indenture dated June 18, 2013 (the "Indenture"), by and among the Company, the guarantors party thereto, and U.S. Bank National Association, as trustee. Interest on the 2020 Notes is payable semi-annually in cash in arrears on June 1 and December 1 of each year.

        The 2020 Notes are guaranteed on a full and unconditional basis by all of the Company's domestic subsidiaries. In connection with the issuance of the 2020 Notes, the Company and certain of its subsidiaries entered into a Security Agreement (the "Security Agreement"), pursuant to which the 2020 Notes and related guarantees are secured by (i) a second-priority security interest in the assets that secure the Credit Facility (including rigs and other vehicles, accounts receivable, inventory, deposit and security accounts and tax refunds), and (ii) a first-priority security interest in certain other of the Company's assets, including the outstanding equity of the Company's domestic subsidiaries and 65% of the outstanding equity of the Company's first-tier foreign subsidiaries. Further, the Security Agreement provides that in the event that Rule 3-16 of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of separate financial statements of any guarantor of the Company due to the fact that such guarantors' securities secure the 2020 Notes, then such securities shall to the extent necessary to eliminate the need for such filing, automatically be deemed not to constitute security for the 2020 Notes (the "Collateral Cutback Provision"). Rule 3-16 of Regulation S-X requires separate financial statements for any subsidiary whose securities are collateral, if the par value, book value or market value, whichever is greater, of its capital stock pledged as collateral equals 20% or more of the aggregate principal amount of the notes secured thereby.

        The collateral under the Security Agreement includes capital stock of the following companies:

(i)

Areta, S. de R.L. de C.V.,



(ii)

Auto Export Shipping, Inc.,



(iii)

Axis Logistica, S. de R.L. de C.V.,



(iv)

Axis Operadora Guadalajara, S.A. de C.V.,



(v)

Axis Operadora Hermosillo, S.A. de C.V.,



(vi)

Axis Operadora Monterrey, S.A. de C.V.,

F-19

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 5: LONG-TERM DEBT AND OTHER LIABILITIES (Continued)

(vii)

Axis Operadora Mexico, S.A. de C.V.,



(viii)

Axis Logistics Services, Inc.,



(ix)

Auto Handling Corporation,



(x)

Jack Cooper CT Services, Inc.,



(xi)

Jack Cooper Logistics, LLC,



(xii)

Jack Cooper Rail and Shuttle, Inc.,



(xiii)

Jack Cooper Specialized Transport, Inc.,



(xiv)

Jack Cooper Transport Company Inc.,



(xv)

JCH Mexico, S. de R.L. de C.V.,



(xvi)

JCSV Dutch 1 C.V.,



(xvii)

JCSV Dutch B.V.



(xviii)

Pacific Motor Trucking Company

        In accordance with the Collateral Cutback Provision, the collateral securing the 2020 Notes and the related guarantees includes shares of capital stock only to the extent that the applicable value of such capital stock, determined on an entity-by-entity basis, is less than 20% of the principal amount of the 2020 Notes outstanding.

        The Company has determined that the book and market value of the capital stock of Jack Cooper Transport Company Inc. ("JCT") exceeded 20% of the principal amount of the 2020 Notes (i.e., $75 million) as of December 31, 2015. As a result of the Collateral Cutback Provision, the pledge of the capital stock of JCT with respect to the 2020 Notes is limited to its capital stock with an applicable value of less than $75 million. The aggregate percentage of the Company's consolidated assets and revenues represented by JCT as of December 31, 2015 is estimated to be 89% and 94%, respectively.

        As described above, the assets of JCT (and of the Company's other domestic subsidiaries) have been separately pledged as security for the 2020 Notes and it is a guarantor of the obligations under the 2020 Notes. No other subsidiary whose capital stock has been pledged is currently subject to the Collateral Cutback Provision. The Company determined the book value of each subsidiary whose capital stock constitutes collateral under the Security Agreement based on the book value of the equity securities of each such subsidiary as carried on the Company's balance sheet as of December 31, 2015, prepared in accordance with GAAP. JCT and the Company's other subsidiaries' market value was based on internal estimates of fair market value and did not include a third party valuation. Therefore, it should not be considered an indication as to what any such subsidiary might be able to be sold for in the market.

        The portion of the capital stock of the Company and the subsidiaries constituting collateral securing the 2020 Notes and the related guarantees may decrease or increase as the applicable value of such capital stock changes. As long as the applicable value of the capital stock of JCT exceeds 20% of

F-20

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 5: LONG-TERM DEBT AND OTHER LIABILITIES (Continued)

the principal amount of the 2020 Notes, the value of its capital stock securing the notes and related guarantees will not change. If the applicable value of the capital stock of JCT falls below 20% of the principal amount of the notes, 100% of the capital stock of that entity will secure the obligations under the 2020 Notes and related guarantees.

        The proceeds from the 2020 Notes and availability under the Credit Facility discussed in Note 4 were primarily used for the repurchase of $157.5 million aggregate principal amount of the Company's previously issued senior notes (as further described below), the redemption of the Company's preferred stock (as discussed in Note 6), payment of fees associated therewith and the Allied Acquisition. The Company recognized a loss on extinguishment of $22.4 million related to the redeemed notes during the year ended December 31, 2013, which includes $1.3 million of prepayment penalties related to untendered notes redeemed in July 2013 not included in loss on extinguishment within the consolidated statement of cash flows. The loss on extinguishment is included with interest expense, net in the consolidated statement of comprehensive loss.

        In connection with the issuance of the 2020 Notes, the Company entered into registration rights agreements, pursuant to which the Company is required to register 2020 Notes under the Securities Act (the "Exchange Notes") having substantially identical terms to the 2020 Notes and to complete an exchange of the privately placed 2020 Notes for the publically registered Exchange Notes, or under certain circumstances, to file and keep effective a shelf registration statement for resale of the 2020 Notes. Failure of the Company to meet the requirements of the registration rights agreements within one year of June 18, 2013 triggered a requirement that the Company pay additional interest of up to 1.0% of the face value of the 2020 Notes until the Company has achieved compliance therewith. Because the Company did not complete the exchange offer in a timely manner pursuant to the registration rights agreements, the interest rate has increased, and as of December 31, 2015, interest accrued at 10.25% per annum.

        As of December 31, 2013, the Company considered the relevant facts and circumstances and determined that an accrual of $2.5 million related to additional interest under the registration rights agreements was required as the Company did not expect to be able to register the 2020 Notes until June 2015. As of December 31, 2014, the Company considered the relevant facts and circumstances and determined that an accrual of $1.9 million, in addition to the $2.5 million accrued during 2013, was necessary to allow for registration and exchange of the 2020 Notes by December 2015. As of December 31, 2015, the Company considered the relevant facts and circumstances and determined that an accrual of $2.3 million, in addition to the $4.8 million accrued during 2014 and 2013, was necessary to allow for registration and exchange of the 2020 Notes by August 2016.

        The Indenture contains certain covenants, including covenants which, subject to certain exceptions, limit the ability of the Company and its restricted subsidiaries (as defined in the Indenture) to incur additional indebtedness, engage in certain asset sales, make certain types of restricted payments, engage in transactions with affiliates and create liens on assets of the Company or the guarantors. The Company was in compliance with all applicable covenants as of December 31, 2015 and 2014 under the Indenture, except for the payment of additional interest of $0.6 million for interest accrued from June 19, 2014 to November 30, 2014, which was inadvertently not correctly included with the regular interest rate payment on December 1, 2014. The additional interest was accrued within our consolidated financial statements as of December 31, 2014 and was paid March 6, 2015, which cured

F-21

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 5: LONG-TERM DEBT AND OTHER LIABILITIES (Continued)

the default under the Indenture. The Company received a waiver from the Credit Facility lender group which waived a cross-default created under the Credit Facility as a result of the Indenture default upon the payment of the additional interest.

        Tender Offer and Consent Solicitation for Previously Issued Senior Notes.    On June 3, 2013, the Company launched a tender offer and consent solicitation for its previously issued senior secured notes. Holders of $136.7 million aggregate principal amount (approximately 87%) validly tendered their previously issued senior secured notes. Further, on June 18, 2013, the Company delivered a notice of redemption to the remaining holders of the notes, which redemption occurred on July 18, 2013.

        Long-term debt was comprised of the following as of December 31:

(in thousands)	2015			2014
9.25% Senior Secured Notes	$	375,000		$	375,000
MSD Term Loan		62,500			—
Premium on 9.25% Senior Secured Notes		5,780			6,786
Discount on MSD Term Loan		(2,274	)		—
Mortgage(A)		1,805			1,854
Note Payable(B)		1,170			1,433
Note Payable(C)		3,232			3,316
Note Payable(D)		3,328			597
Note Payable(E)		2,173			3,043
		452,714			392,029
Less: current maturities		(3,510	)		(4,064	)
	$	449,204		$	387,965

(A)

Real estate note with monthly payments of principal and interest at 4.73% maturing September 14, 2018.

(B)

Pension withdrawal liability with monthly payments of principal and interest of less than $0.1 million at a fixed interest rate of 6.42%, maturing January 1, 2020.

(C)

Pension withdrawal liability with quarterly payments of principal and interest at a fixed rate of 6.5%, maturing December 31, 2031.

(D)

Pension withdrawal liability with quarterly payments of principal and interest of $0.3 million, maturing June 7, 2019.

(E)

Pension withdrawal liability with monthly payments of principal and interest of $0.4 million, maturing June 7, 2019.

F-22

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 5: LONG-TERM DEBT AND OTHER LIABILITIES (Continued)

        Aggregate annual maturities of long-term debt at December 31, 2015, excluding bond premium and discount, were as follows:

	(in thousands)
2016	$	3,510
2017		1,418
2018		65,630
2019		928
2020		375,153
Thereafter		2,569
	$	449,208

        Backstop Financing Commitment.    On August 30, 2013, the Company entered into a backstop financing commitment with one holder of the Company's common stock which provided for a $100 million senior secured term loan facility to fund the Allied Acquisition. In partial consideration for the backstop financing commitment, the Company paid the holder of common stock approximately $5.0 million, which was recorded as current deferred financing costs on the consolidated balance sheet and was subsequently amortized to interest expense over the expected life of the financing commitment. The commitment expired on December 27, 2013, concurrent with the closing of the Allied Acquisition. The Company also granted the holder a put and a warrant which are further discussed in Note 6.

        Other Liabilities.    Other liabilities were comprised of the following as of December 31:

(in thousands)	2015			2014
Estimated pension withdrawal liabilities(A)	$	2,231		$	8,842
Severance and non-compete(B)		1,264			2,882
Registration rights(C)		2,651			4,361
Tax liability(D)		455			500
Other(E)		66			51
		6,667			16,636
Less current maturities(F)		(3,158	)		(5,978	)
	$	3,509		$	10,658

(A)

Loss contingencies related to an estimated pension withdrawal.

(B)

Unsecured payables for separation and non-compete agreements maturing between January 2015 and September 2019.

(C)

Registration rights interest expense accrual.

(D)

Unrecognized tax benefits.

(E)

Miscellaneous other long-term liabilities.

(F)

Included as a component of other accrued liabilities.

F-23

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 6: EQUITY AND CAPITAL SUBJECT TO REDEMPTION

        In connection with the Merger, all shares of Class A Common Stock and Class B Common Stock of the Company were converted into an equal number of shares of Class A Common Stock and Class B Common Stock of JCEI, and all outstanding warrants and options to purchase shares of Common Stock in the Company were converted into warrants and options to purchase shares of Common Stock in JCEI, respectively.

        Subsequent to the offering of the JCEI Notes, JCEI made a capital contribution of $14.8 million during the year ended December 31, 2014 to the Company primarily used to pay down the outstanding balance on the Credit Facility. The capital contribution from JCEI is included in the consolidated financial statements as additional paid-in capital, and included a $13.1 million cash contribution, and the transfer of the $2.4 million warrant liability to JCEI in connection with the Merger discussed in Note 1, offset in part by the non-cash settlement of certain JCEI obligations.

Common Stock

        The certificate of incorporation of JCEI authorizes the issuance of up to 10 million shares of common stock, $0.0001 par value share. The common stock is separated into two (2) classes: Class A Common Stock consisting of 8 million authorized shares and Class B Common Stock consisting of 2 million authorized shares. All preferences, voting powers, relative, participating, optional or other special rights and privileges, and qualifications, limitations or restrictions of the common stock are subject and subordinate to those that may be fixed with respect to any shares of the preferred stock described below. Except as otherwise required by the General Corporation Law of the State of Delaware ("DGCL"), the holders of Class A Common Stock possess all voting powers for all purposes, including the election of directors. The holders of Class B Common Stock have no voting power on or any right to participate in any proceedings in which the Company or its stockholders take action. Each share of Class A Common Stock has one vote on each matter submitted to a vote of stockholders. The holders of shares of Class A Common Stock vote together with all other shares of capital stock as a single class on all matters submitted for a vote or consent of stockholders except where otherwise required by law or as set forth in the certificate of incorporation. Subject to the rights and privileges of any then outstanding shares of preferred stock, dividends may be declared and paid on the common stock from lawfully available funds as and when determined by the Board of Directors. In the event of liquidation, the holders of shares of common stock are entitled to receive all assets of JCEI, which includes all assets of the Company, available for distribution to stockholders, subject to the rights and preferences of any then outstanding shares of preferred stock.

Preferred Stock

        The certificate of incorporation of JCEI authorizes the issuance of up to 5 million shares of preferred stock, $0.0001 par value per share. The Board of Directors is authorized to provide for the issuance of all or any shares of preferred stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as may be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series and as may be permitted by the DGCL, including, without limitation, the authority to provide that any such

F-24

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 6: EQUITY AND CAPITAL SUBJECT TO REDEMPTION (Continued)

class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of JCEI; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions. No preferred stock was outstanding as of December 31, 2015 and 2014.

        During the years ended December 31, 2012 and 2011, the Company issued Series A Preferred Stock, Series B Non-Convertible Preferred Stock, Series C Non-Convertible Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock initially recorded at fair value and classified as Capital Subject to Redemption in the consolidated balance sheets. The carrying amounts were not subsequently remeasured as it was not considered probable that the capital stock subject to redemption would remain outstanding as of March 31, 2016.

        On June 3, 2013, the Company commenced a cash tender offer and consent solicitation to purchase all outstanding shares of Series B preferred stock at a purchase price equal to 120% of the sum of the original purchase price of such stock plus 120% of the accrued and unpaid dividends on such stock plus a consent payment of $0.05 per share. Holders of all 370,000 shares of Series B Preferred Stock validly tendered their shares and validly delivered the requisite consents on June 28, 2013. On July 3, 2013, the Company accepted for payment all outstanding shares of Series B Preferred Stock for a purchase price of $121.87 per share or $45.1 million in the aggregate including redemption premiums.

        On July 1, 2013, the Company notified the holders of its outstanding Series A, Series C, Series D and Series E preferred stock of the redemption of each series of preferred stock scheduled for July 3, 2013 according to each series' certificate of designations. A portion of the proceeds from the 2020 Notes issued in June 2013 and the increase in the Credit Facility were used to pay the tender offer price of $63.1 million for the Series B preferred stock, the redemption price and redemption premiums for the Series C preferred stock, and the redemption price for the Series A, Series D and Series E preferred stock on July 3, 2013.

        No Series A, B, C, D, or E Preferred Stock were outstanding as of December 31, 2015 and 2014.

Warrants

        On November 29, 2010, the Company completed a debt offering for 122,500 units. Each unit consisted of one note of the Company's previously issued senior secured notes having a principal amount at maturity of $1,000 and a warrant, which entitles the holder, subject to certain conditions, to purchase one share of Class B Common Stock at an exercise price of $0.01 per share, subject to adjustment under certain circumstances. The notes and the warrants became separately transferable on December 7, 2010. The warrants expire on December 15, 2017, if not previously exercised. The warrants were initially valued at $6.7 million using valuation methods including discounted cash flows and the Pratt Stats comparable transaction methods.

F-25

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 6: EQUITY AND CAPITAL SUBJECT TO REDEMPTION (Continued)

        On May 6, 2011, the Company issued warrants to purchase 82,962 shares of its Class B Common Stock. The warrants, with an estimated fair value of $5.0 million at time of issuance, entitle the holders to purchase shares of Class B Common Stock at an exercise price of $0.01 per share and were substantially identical to the warrants issued by the Company in connection with its notes offering in November 2010.

        On September 18, 2013, in connection with a backstop financing commitment for the Allied Acquisition, the Company issued a warrant (the "Backstop Financing Warrant") to purchase 26,433 shares of Class B Common Stock to a stockholder of the Company. The Backstop Financing Warrant had an exercise price of $77.21 per share, which was reduced to $72.42 per share pursuant to a provision in the warrant agreement whereby the exercise price is reduced by the amount of dividends paid per common share while the warrant is outstanding. Prior to all of the Company's outstanding warrants' conversion into warrants to purchase shares of common stock in JCEI as discussed in Note 2, the Backstop Financing Warrant had a fair value of $2.4 million. Also on September 18, 2013, the Company granted the same stockholder the right to put up to 44,520 shares of Class B Common Stock to the Company for repurchase at a price of $77.21 per share. The equity related to the put right was converted to JCEI Class B Common Stock in connection with the Merger. The put option was not exercised and expired on September 17, 2014, and had an inconsequential fair value when JCEI was formed on June 5, 2014.

        On May 28, 2014, three related-party warrant holders exercised an aggregate of 38,731 warrants for an exercise price of $0.01 per share in exchange for 38,731 shares of Class B Common Stock of JCHC. The exercise entitled the holders to receive dividends held in escrow in the aggregate amount of $0.3 million resulting from previous dividend distributions by the Company, the payment of which was made from restricted cash.

Stock-Based Compensation

        The Company accounts for the cost of stock-based payments over the service period based on the fair value of the award at the date of the grant (or service inception period). In connection with the Merger, all outstanding options to purchase Class B Common Stock of the Company as of the date of the Merger were converted into options to purchase Class B Common Stock of JCEI. Because the JCEI option holders are directors or employees of the Company, the associated stock compensation expense continues to be recorded within selling, general, and administrative expense on the Company's consolidated statement of comprehensive loss for the years ended December 31, 2015 and 2014. Also in connection with the Merger, the vesting schedule of the 2011 Options was accelerated such that all 2011 Options became fully vested and exercisable for shares of JCEI Class B Common Stock on June 10, 2014. Stock compensation expense of $0.3 million related to the accelerated vesting of the options was included within selling, general and administrative expense on the Company's consolidated statements of comprehensive loss for the year ended December 31, 2014.

        On November 14, 2013, certain members of management and directors were granted a total of 47,172 stock options to purchase shares of Class B Common Stock at an exercise price of $104 per share (the "2013 Options"), which were valued at $2.3 million using a Black-Scholes model. The expected dividend yield assumed for the 2013 was zero, the expected volatility was 44.8%, the expected term was six years and the risk-free interest rate was 2.45%. As the Company's shares are not publicly

F-26

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 6: EQUITY AND CAPITAL SUBJECT TO REDEMPTION (Continued)

traded, expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. The options have a 10 year term, vest and become fully exercisable as to 1/5 of the number of options during each of five successive one year anniversaries from the grant date.

        On August 20, 2014, the Board of Directors of JCEI approved the re-pricing of the 2013 Options. These options had a per share exercise price in excess of the then fair market value per share of Class B Common Stock, due in part to the extraordinary dividend that was paid to holders of its common stock by JCEI in July 2014 for which no adjustment was made to the outstanding options at that time. As a result, the exercise price of these options was decreased to $48.00 per share.

        On August 20, 2014, the Board of Directors of JCEI approved stock option grants to certain directors and 29 key employees, for the purchase of a total of 65,700 shares of Class B Common Stock of JCEI at an exercise price of $48.00 per share. The stock options were granted pursuant to non-statutory stock option agreements between JCEI and each recipient. The expected dividend yield assumed for the 2014 grants was zero, the expected volatility was 43.3%, the expected term was 6.5 years and the risk-free interest rate was 2.07%. Expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. The options have a 10 year term, and vest and become fully exercisable on the third anniversary of the grant date.

        During 2015, 2014, and 2013, the Company recorded $0.9 million, $1.7 million, and $0.3 million, respectively, of stock-based compensation expense within selling, general, and administrative expense on the consolidated statement of comprehensive loss.

Dividends

        The Company declared and paid dividends of $0.1 million on its Series A Preferred Stock and declared and paid dividends of $4.3 million on its Series B Preferred Stock during the year ended December 31, 2013. The Company paid accrued dividends on its Series D Preferred Stock and Series E Preferred Stock of $0.3 million during the year ended December 31, 2013 as part of the redemption of such preferred stock. The Company declared $6.0 million and paid $5.6 million of dividends on its common stock during the year ended December 31, 2013, with the remaining $0.4 million included in other accrued liabilities as of December 31, 2013 and paid during January 2014.

Treasury Stock

        On February 7, 2014, the Company purchased 5,485 shares of Class B Common Stock from one employee at a purchase price of $0.5 million.

        In connection with the Merger, treasury stock repurchases of 32,910 shares of Class A Common Stock and 27,425 shares of Class B Common Stock were retired.

F-27

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 7: INCOME TAXES

        A reconciliation of loss before income taxes by jurisdiction and the components of total provision for income taxes for the years ended December 31, 2015, 2014 and 2013 was as follows:

(in thousands)	2015			2014			2013
Loss before income taxes by jurisdiction:
Federal	$	(51,883	)	$	(45,653	)	$	(50,543	)
Foreign		(17,004	)		(15,862	)		(2,730	)
Total loss before income taxes	$	(68,887	)	$	(61,515	)	$	(53,273	)
Current provision (benefit) for income taxes:
Federal	$	137		$	140		$	122
State		442			304			(53	)
Foreign		165			(78	)		(71	)
Total current provision (benefit) for income taxes	$	744		$	366		$	(2	)
Deferred income tax expense (benefit):
Federal	$	431		$	448		$	(439	)
State		125			39			34
Foreign		(271	)		366			(560	)
Total deferred income tax expense (benefit)	$	285		$	853		$	(965	)
Total provision (benefit) for income taxes	$	1,029		$	1,219		$	(967	)

        Income taxes from continuing operations for the three years ended December 31, 2015, 2014 and 2013 differ from the amounts computed by applying the statutory U.S. federal income tax rate of 35 percent to loss before income taxes as a result of the following:

(in thousands)	2015			2014			2013
Computed "expected" tax benefit	$	(24,111	)	$	(21,530	)	$	(18,646	)
Adjustments to tax expense attributable to:
Permanent Items		567			251			2,372
Goodwill impairment		5,430
State income taxes, net		(1,594	)		(1,857	)		(1,888	)
Foreign and other rate items		1,088			1,090			2,527
Valuation allowance		19,634			23,228			14,960
Other, net		15			37			(292	)
Actual provision for income tax expense (benefit)	$	1,029		$	1,219		$	(967	)

        During 2015, the Company recognized $0.02 million of deferred benefit related to continuing operations with offsetting deferred tax expense in other comprehensive income included in the Statement of Consolidated Comprehensive Loss due to the application of intraperiod tax allocation rules under ASC 740. This allocation has no effect on the total tax provision or total valuation allowance.

F-28

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 7: INCOME TAXES (Continued)

        Provision for income tax expense (benefit) allocated to other comprehensive loss consisted of unrecognized net periodic pension and other post-retirement benefit costs for the years ended December 31, 2015, 2014 and 2013 as well as marketable securities held-for-sale for the year ended December 31, 2015:

(in thousands)	2015		2014		2013
Unrecognized net periodic pension and other post-retirement benefit cost	$	16	$	—	$	314
Marketable securities held-for-sale		—		—		71

        Components of the net deferred income tax liability at the end of each year are as follows:

(in thousands)	2015			2014
Deferred tax assets:
Accrued pension liability	$	5,434		$	7,385
Accrued vacation		2,337			2,394
Allowance for bad debt		634			1,012
Health insurance reserve		727			550
Accrued cargo reserve		334			289
Transaction expenses		2,741			2,949
Stock based compensation		870			520
Other accrued expenses		764			1,115
Accrued workers' compensation		2,487			6,076
Federal and state net operating loss carryforwards		82,529			64,639
Registration rights		1,030			1,691
Unrealized foreign exchange loss		2,524			838
Other		1,524			451
Gross deferred tax assets		103,935			89,909
Less valuation allowance		(85,377	)		(66,741	)
Net deferred tax assets		18,558			23,168
Deferred tax liabilities:
Depreciation		(16,708	)		(19,584	)
Intangible assets		(9,411	)		(10,829	)
Prepaid expenses		(1,944	)		(1,879	)
Other		—			(72	)
Gross deferred tax liabilities		(28,063	)		(32,364	)
Net deferred tax liabilities	$	(9,505	)	$	(9,197	)

F-29

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 7: INCOME TAXES (Continued)

        The above net deferred liability is presented on the consolidated balance sheets as of December 31, 2015 and 2014 as follows:

(in thousands)	2015			2014
Deferred tax asset—current	$	—		$	1,639
Deferred tax asset—long-term		6			—
Deferred tax liability—long-term		(9,511	)		(10,836	)
Net deferred tax liability	$	(9,505	)	$	(9,197	)

        The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized. Because of the recent losses before income taxes, management's ability to rely on future expectations of taxable income is reduced and, therefore, in management's judgment, the realization of its deferred tax assets is not more likely than not. As a result, the Company recognized valuation allowances of $18.6 million, $23.4 million, and $15.0 million for the years ended December 31, 2015, 2014, and 2013, respectively, on deferred tax assets, primarily related to federal and state net operating loss carryforwards.

        As of December 31, 2015, the Company had U.S. gross federal operating loss carryforwards of approximately $204.6 million that expire in varying amounts between 2029 and 2035, and gross state operating loss carryforwards of approximately $180.0 million that expire in varying amounts through 2035. Additionally, as of December 31, 2015, the Company had gross foreign operating loss carryforwards of approximately $13.8 million that expire in varying amounts between 2019 and 2035. Related to these loss carryforwards, the Company has recorded U.S. federal and foreign tax benefits of $71.6 million and $3.7 million, respectively, and net state tax benefits of $7.9 million before consideration of the valuation allowance. The Company's U.S. federal tax returns for tax years 2011 forward remain open and subject to examination. Generally, the Company's state, local and foreign tax returns for years as early as 2011 forward remain open and subject to examination, depending on the jurisdiction. As of December 31, 2015, there were no ongoing federal, state, or foreign income tax examinations.

        As a result of the creation and acquisition of new entities as part of the Allied Acquisition, the Company will file income tax returns in the Netherlands and Mexico, in addition to its current legacy filing requirements in the U.S. and Canada. The Company has not recognized deferred taxes relative to its foreign undistributed earnings of approximately $0.4 million as such foreign subsidiary earnings are deemed permanently reinvested. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes and withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable due to the complexities associated with its hypothetical calculation.

F-30

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 7: INCOME TAXES (Continued)

        A reconciliation of the unrecognized tax benefits for the years ended December 31, 2015, 2014 and 2013 is as follows:

(in thousands)	2015			2014			2013
Balance at beginning of period	$	246		$	268		$	—
Additions based on tax positions related to the current year		—			—			268
Additions for tax positions of prior years		—			—			—
Reductions for tax positions of prior years		(27	)		(22	)		—
Reductions for settlements with taxing authorities		—			—			—
Reductions for lapse of statute of limitations		—			—			—
Balance at end of period	$	219		$	246		$	268

        At December 31, 2015, 2014 and 2013, the Company had $0.2 million $0.2 million, and $0.3 million, respectively, of unrecognized tax benefits, net of federal benefit that, if recognized, would affect the effective tax rate. The total accrued liability for income tax related interest and penalties were $0.2 million, $0.2 million, and $0.2 million at December 31, 2015, 2014 and 2013, respectively.

NOTE 8: EMPLOYEE BENEFIT PLANS

Multi-Employer Pension Plans

        The Company participates in multi-employer pension plans that provide benefits to certain employees covered by collective bargaining agreements. The Company paid contributions to the plans based on specified amounts per day's work for covered employees. Expense for these plans is recognized in operating expenses—compensation and benefits on the consolidated statements of comprehensive loss as contributions are funded. In the event of termination or withdrawal from the plans or certain other events, the Company could be liable for its share of vested benefits over plan assets.

        The Company is a participating employer in the Central States, Southeast and Southwest Areas Pension Plan (the "Central States Fund"), a multi-employer pension plan. The Company has been informed that the Central States Fund's funding status has been adversely affected by severe investment losses in recent years, a decline in the number of active participants and an increasing number of retirees among other factors. Consequently, employer contribution levels set by collective bargaining agreements are expected to be inadequate to meet the minimum funding standard requirements imposed by the Internal Revenue Code and related regulations. On December 16, 2014, Congress enacted The Kline-Miller Multiemployer Pension Reform Act (the "MRPA"), which established a new process for multi-employer pension plans to propose a temporary or permanent reduction of pension benefits if the plan is projected to become insolvent. In order for the reductions to take place, the plan trustees have to submit an application to the U.S. Department of Treasury (the "Treasury") showing that proposed pension benefit reductions are necessary to keep the plan from becoming insolvent. On September 25, 2015, the Central States Pension Fund submitted a proposed pension rescue plan to the Treasury under the MPRA, which includes benefit reductions for Central States participants. If approved by both the Treasury and a subsequent vote of the plan participants, benefit reductions under

F-31

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 8: EMPLOYEE BENEFIT PLANS (Continued)

Central States' proposed pension rescue plan will, under current rules, become effective around July 1, 2016. Absent the approval of the proposed rescue plan by the Treasury, the Company believes that the Central States Fund would not meet the minimum funding requirements. Currently, no additional contributions are required by the Company to eliminate the current funding deficiency.

        The Company contributed $42.4 million, $42.5 million and $30.5 million to the U.S. and Canadian multiemployer pension plans for the years ended December 31, 2015, 2014 and 2013, respectively. The following table provides additional information related to its participation in U.S. multiemployer pension plans for the year ended December 31, 2015:

		Pension Protection Act Zone Status(a)						Contributions (in thousands)							Expiration date of collective bargaining agreement
					5% Contributor
				FIP/ RP Status Pending/ Implemented										Surcharge Imposed
Fund	Plan's EIN	2015	2014		2015	2014	2013	2015		2014		2013
Central States, Southeast and Southwest Areas Pension Plan	36-6044243	Red	Red	Implemented	No	No	No	$	35,639	$	34,663	$	24,717	No	8/31/2015
International Brotherhood of Teamsters Union Local No. 710 Pension Fund	36-2377656	Green	Green	N/A	No	No	No		608		412		390	No	8/31/2015
Teamsters Local 560 Benefit Fund	73-0493030	Red	Red	Implemented	Yes	Yes	Yes		1,588		1,939		2,120	No	8/31/2015
Central Pennsylvania Teamsters Defined Benefit Plan	23-6262789	Green	Green	N/A	No	No	No		19		33		18	No	8/31/2015
Teamster Pension Fund of Philadelphia and Vicinity	23-1511735	Red	Red	Implemented	No	No	No		402		372		328	No	8/31/2015
Teamsters Joint Council No. 83 of Virginia Pension Fund	54-6097996	Yellow	Yellow	Implemented	No	No	No		314		386		359	No	8/31/2015
New England Teamsters & Trucking Industry Pension Fund	04-6372430	Red	Red	Implemented	No	No	No		311		232		230	No	8/31/2015
Freight Drivers and Helpers Local Union No. 557	52-6118055	Red	Red	Implemented	Yes	Yes	Yes		1,295		1,622		1,473	No	8/31/2015
Western Conference of Teamsters Pension Plan(b)	91-6145047	Green	Green	N/A	No	No	No		64		171		148	No	8/31/2015
Total contributions								$	40,240	$	39,830	$	29,783

(a)

The Pension Protection Zone Status is based on information that the Company obtained from the plans' Forms 5500. Unless otherwise noted, the most recent Pension Protection Act (PPA) zone status available for 2015 and 2014 is for the plan's year-end during calendar years 2014 and 2013, respectively. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded.

(b)

The Company fully withdrew from the Western Conference of Teamsters Pension Plan during 2015 and as of December 31, 2015, is no longer a participating employer.

        In connection with the four Canadian defined benefit plans, the Company contributed approximately $1.8 million, $2.3 million, and $0.3 million for the years ended December 31, 2015, 2014, and 2013, respectively, to such plans. As these are foreign plans not subject to ERISA or the Pension Protection Act, they have not been included in the above tabular disclosure. The related Canadian collective bargaining agreements expire between May 2016 and December 2018.

F-32

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 8: EMPLOYEE BENEFIT PLANS (Continued)

Withdrawal Liability

        Due to contribution base unit ("CBU") declines during the three-year periods ending December 31, 2011 and 2009, the Company estimates that it triggered partial withdrawals (the "2011 Withdrawal" and the "2009 Withdrawal", respectively) from the Teamsters of Philadelphia and Vicinity Pension Plan (the "Philadelphia Plan"). Although the ultimate liabilities were determined based on actual CBUs, the Company recorded initial estimated liabilities resulting from such partial withdrawals and re-evaluated the liabilities as additional information became known, including notifications from the trustee. The Company recorded $5.1 million of expense during the year ended December 31, 2013 related to the Philadelphia Plan for the estimated 2009 Withdrawal and the 2011 Withdrawal liabilities, which is included in compensation and benefits in the consolidated statement of comprehensive loss. On January 21, 2014, the Company received a notice of assessment of partial withdrawal from the Philadelphia Plan related to the 2009 Withdrawal. The withdrawal liability of $1.6 million was payable in quarterly installments of principal and interest of $0.3 million with interest computed at 5.2%. Payments commenced in March 2014 and the liability was fully paid on September 2015. As of December 31, 2014, in addition to the assessment for the 2009 Withdrawal, the Company continued to estimate that it had triggered additional liabilities of $3.5 million related to the Philadelphia Plan for the 2011 Withdrawal.

        On July 9, 2015, the Company received an assessment from the Philadelphia Plan indicating the Company has a partial withdrawal liability of $3.7 million related to the 2011 Withdrawal, and as a result the Company recorded $0.2 million of additional liability during the year ended December 31, 2015. The remaining liability of $3.3 million related to the 2011 Withdrawal for which notification was received from the Philadelphia Plan and is included within current maturities of long-term debt and long-term debt on the consolidated balance sheet as of December 31, 2015, bears interest at a rate of 5.3% per annum and is payable in fifteen equal quarterly installments of $0.3 million, with final payment of $0.3 million due on June 7, 2019.

        As of December 31, 2015, the Company has evaluated the liabilities for the Philadelphia Plan for contributions related to the three year periods since December 31, 2011 and has determined that no additional liabilities should be recognized for estimated partial withdrawals from the plan.

        Due to CBU declines during the three-year periods ending December 31, 2014, 2013 and 2012, the Company estimates that it triggered partial withdrawals (the "2014 Withdrawal", "2013 Withdrawal" and "2012 Withdrawal", respectively) from the Western Conference of Teamsters Pension Trust (the "Western Conference Trust"). Although the ultimate liability will be determined based on actual 2015, 2014 and 2013 CBUs, respectively, the Company recorded initial estimated liabilities resulting from such partial withdrawals and re-evaluates the liability as additional information becomes known, including notifications from the trustee. The Company recognized an initial estimated withdrawal liability of $4.4 million during the year ended December 31, 2012 related to the 2012 Withdrawal. During the year ended December 31, 2013, based on new CBU estimates, the Company recorded an additional liability of $0.6 million related to the 2012 Withdrawal. On June 13, 2014, the Company received the assessment of partial withdrawal liability from the Western Conference Trust of $5.1 million related to the 2012 Withdrawal, and as a result recorded less than $0.1 million of additional liability as of December 31, 2014. The 2012 Withdrawal liability, for which assessment was received from the Western Conference Trust, was included within current maturities of long-term debt

F-33

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 8: EMPLOYEE BENEFIT PLANS (Continued)

on the consolidated balance sheet as of December 31, 2014, bore interest at the risk free rate from the Federal Reserve Bank of less than 1.0% and was payable in twelve equal monthly installments of $0.4 million commencing August 2014, with the final payment of $0.1 million made on August 10, 2015.

        During the year ended December 31, 2013, the Company recognized an estimated withdrawal liability of $2.6 million related to the 2013 Withdrawal and during the year ended December 31, 2014, recorded an additional estimated liability of $0.5 million related to the 2013 Withdrawal. On August 10, 2015, the Company received an assessment from the Western Conference Trust indicating the Company has a partial withdrawal liability of $3.4 million related to the 2013 Withdrawal Liability, and as a result the Company recorded $0.3 million of additional expense during the year ended December 31, 2015. As of December 31, 2015, the remaining liability of $2.2 million related to the 2013 Withdrawal for which notification was received from the Western Conference Trust was included within current maturities of long-term debt on the consolidated balance sheet, bears interest at a rate of 7.0% per annum and is payable in eight equal monthly installments of $0.4 million beginning on October 10, 2015, with final payment in the amount of $0.1 million due on June 10, 2016.

        During the year ended December 31, 2014, the Company recorded an estimated liability of $2.2 million related to the 2014 Withdrawal, and as of December 31, 2015 the estimated liability of $2.2 million remains unchanged. The Company expects to receive a partial withdrawal assessment from the Western Conference Trust related to the 2014 Withdrawal during 2016. Once assessment is received the Company expects to begin making payments of the finalized liabilities over the subsequent 12 month period.

        As of December 31, 2015, the Company had evaluated the liability for the Western Conference Trust for all years for which it has not received a partial withdrawal assessment, including the three year period ended December 31, 2015, and has determined that no additional estimated withdrawal liability should be recognized.

        In December 2011, the Company withdrew from the Automotive Industries pension plan, a multi-employer defined benefit pension plan. The liability associated with this full withdrawal totaled $3.6 million and is payable in quarterly installments of principal and interest totaling less than $0.1 million with interest computed at 7.25%. Payments commenced in March 2012 and will continue through December 2031. The withdrawal liability net of the current portion of $0.1 million was $3.1 million and $3.2 million, at December 31, 2015 and 2014, respectively, and is recorded within long-term debt on the consolidated balance sheets.

        In June 2009, the Company received a notice of assessment of partial withdrawal from the Freight Drivers and Helpers Local Union No. 557 Pension Fund (the "Drivers Fund") due to a decline in its contributions to the Drivers Fund during a three year period from 2005 to 2007. The liability associated with this partial withdrawal totaled $2.6 million and is payable in monthly installments of principal and interest totaling less than $0.1 million with interest computed at 6.4%. Payments commenced in August 2009 and will continue through January 2020. The withdrawal liability net of the current portion of $0.3 million was $0.9 million and $1.1 at December 31, 2015 and 2014, respectively, and is recorded within long-term debt on the consolidated balance sheets.

        Pursuant to collective bargaining agreements that are currently in place, the Company contributes to thirteen different multi-employer pension funds on behalf of covered union employees. On the most

F-34

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 8: EMPLOYEE BENEFIT PLANS (Continued)

recent withdrawal liability estimates provided to the Company by the respective funds, six of the thirteen multi-employer pension funds are underfunded exposing the Company to aggregate potential liability exceeding $796.6 million if it were to withdraw from all of these funds, with the largest potential withdrawal liability exposure of over $754.2 million related to the Central States Fund. If the Company were to withdraw from any multi-employer pension fund, either completely or partially, whether voluntarily or otherwise, it could be assessed with a multi-million dollar withdrawal liability. The withdrawing employer can pay the obligation in a lump sum or over time as determined by the employer's annual contribution rate prior to withdrawal, which, in some cases, could be up to 20 years.

Defined Benefit Pension Plan

        The Company has a noncontributory defined benefit pension plan (the "JCT Plan") covering certain maintenance employees who meet the eligibility requirements. The Company's funding policy is to make the annual contribution to the plan equal to the maximum amount that can be deducted for income tax purposes. The benefits are based on years of service times a fixed monthly amount.

        The Company uses a December 31 measurement date for the plans. Information about the plans' benefit obligations, assets and funded status are provided in the following tables:

(in thousands)	2015			2014
Change in benefit obligation
Beginning of year	$	6,565		$	5,548
Service cost		194			125
Interest cost		237			246
Actuarial (gain) loss		(158	)		896
Curtailments, settlements, and special termination benefits		—			—
Benefits paid		(267	)		(250	)
End of year	$	6,571		$	6,565

(in thousands)	2015			2014
Change in fair value of plan assets
Beginning of year	$	4,751		$	4,770
Actual return on plan assets		169			231
Employer contributions		63			—
Settlement		—			—
Benefits paid		(267	)		(250	)
End of year		4,716			4,751
Funded status at end of year	$	(1,855	)	$	(1,814	)

        The pension liability recognized on the consolidated balance sheets at December 31, 2015 and 2014 was $1.9 million and $1.8 million, respectively. Net actuarial gains (losses) recognized in accumulated other comprehensive income not yet recognized as components of net periodic benefit

F-35

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 8: EMPLOYEE BENEFIT PLANS (Continued)

cost for the years ended December 31, 2015, 2014, and 2013 was less than $0.1 million, $(1.0) million and $0.6 million, respectively.

        Components of net periodic benefit cost are as follows:

(in thousands)	2015			2014			2013
Service cost	$	194		$	124		$	119
Interest cost		237			246			225
Expected return on plan assets		(312	)		(313	)		(280	)
Amortization of net loss		133			104			171
Net periodic benefit cost	$	252		$	161		$	235

        The estimated amount that will be recognized from accumulated other comprehensive income into net periodic benefit cost during the year ended December 31, 2016 is comprised of $0.1 million of actuarial net loss. Assumptions used to determine pension information for the plans were:

	2015			2014			2013
Expected return on assets		6.75	%		6.75	%		6.75	%
Discount rate for defined benefit obligation		3.70	%		3.70	%		4.54	%
Discount rate for net periodic benefit cost		4.00	%		4.54	%		4.10	%

        The Company selected the discount rate based on weighted average market rates for a hypothetical portfolio of high-quality corporate bonds rated AA or better with maturities closely matched to the timing of projected benefit payments for each plan at its annual measurement date. The Company has estimated the long-term rate of return on plan assets based primarily on historical returns on plan assets, adjusted for changes in target portfolio allocations and recent changes in long-term interest rates based on publicly available information. The following benefit payments, which reflect expected future services, are expected to be paid as of December 31, 2015:

	(in thousands)
2016	$	346
2017		338
2018		357
2019		362
2020		369
2021 - 2025	$	1,814

        Plan assets are held by a bank-administered trust fund, which invests the plan assets in accordance with the provision of the plan agreement. The plan agreements permit investments in equity securities, debt securities and cash and cash equivalents, based on certain target allocation percentages. Asset allocation is primarily based on a strategy to provide stable earnings while still permitting the plan to

F-36

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 8: EMPLOYEE BENEFIT PLANS (Continued)

recognize potentially higher returns through a limited investment in equity securities. The target allocation percentages for 2015 and actual asset allocation percentages are as follows:

Asset Category	Target Allocations	2015 Actual			2014 Actual
Equity securities	50% to 70%		67	%		68	%
Debt securities	30% to 50%		32	%		31	%
Cash and cash equivalents	0% to 15%		1	%		1	%

        The following tables present the fair value measurements of assets of the plan measured at fair value on a recurring basis and the level within the fair value hierarchy as of December 31, 2015 and 2014:

(in thousands)	2015 Fair Value		Level 1		Level 2		Level 3
Cash and cash equivalents	$	24	$	24	$	—	$	—
Equity securities
U.S. companies		2,606		2,606		—		—
International companies		564		564		—		—
Fixed income securities
U.S. government		742		—		742		—
U.S. corporate bonds		690		—		690		—
International bonds		90		—		90		—
Total	$	4,716	$	3,194	$	1,522	$	—

(in thousands)	2014 Fair Value		Level 1		Level 2		Level 3
Cash and cash equivalents	$	44	$	44	$	—	$	—
Equity securities
U.S. companies		2,639		2,639		—		—
International companies		611		611		—		—
Fixed income securities
U.S. government		1,004		—		1,004		—
U.S. corporate bonds		453		—		453		—
Total	$	4,751	$	3,294	$	1,457	$	—

        Contributions to the plan were $0.1 million, zero, and $0.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. During 2016, the Company does not expect to make contributions to the plan.

Defined Contribution Plan

        The Company has defined contribution plans for all eligible union and non-union employees. Employer contributions under these plans are discretionary. Participants may elect to make

F-37

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 8: EMPLOYEE BENEFIT PLANS (Continued)

contributions to the plans by salary reduction subject to certain limits. Benefits are limited to plan assets, and the Company may amend or terminate the plans at any time. The Company contributed $0.8 million, $0.8 million, and $0.1 million of employer matching contributions for the years ended December 31, 2015, 2014, and 2013, respectively.

NOTE 9: ACQUISITIONS

Allied Acquisition

        On December 27, 2013, the Company completed the Allied Acquisition for a total consideration of $141.7 million. The consideration paid was subject to an upward or downward, post-closing adjustment based on a comparison of the net working capital of the Allied Sellers as of December 27, 2013 to the target working capital of the Allied Sellers. The comparison of net working capital was completed during the first quarter of 2014 and no working capital purchase price adjustment was required. The goodwill resulting from the acquisition is not subject to amortization, is deductible for tax purposes in the U.S. and arose largely from the synergies and the immediate increase in the Company's capacity to meet strong customer demand and the assembled workforce expected from combining the operations. Professional services costs related to the acquisition of $2.3 million and $10.4 million are included in selling, general and administrative expenses in the Company's consolidated statement of comprehensive loss for the years ended December 31, 2014 and 2013, respectively.

        The acquisition required allocation of the purchase price to the estimated fair values of the assets and liabilities acquired in the transaction. The allocation of purchase price was based on management's judgment with the assistance of a valuation assessment completed by a third party valuation specialist utilizing observable and unobservable (level 3) inputs. The $0.3 million difference between the initial

F-38

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 9: ACQUISITIONS (Continued)

allocation and final allocation primarily relates to international tax adjustments, payables and revenue equipment. The final allocation of the purchase price for all accounts is shown in the table below.

Consideration	$	141,655
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents(1)	$	1,048
Accounts receivable(2)		15,400
Prepaid expenses		1,875
Property and equipment(3)		105,435
Intangible assets(4)		7,984
Other long-term assets		1,805
Accounts payable		(3,626	)
Accrued wages		(5,237	)
Accrued liabilities		(4,025	)
Deferred tax liability		(511	)
Total identifiable net assets acquired		120,148
Goodwill		21,507
Total net assets acquired	$	141,655

(1)

Cash acquired at JCH Mexico ("Axis Mexico").

(2)

Fair value of trade receivables with contractual amounts of $11.2 million, net of allowance of $0.4 million, and tax receivables of $4.2 million.

(3)

Property and equipment acquired is primarily associated with rigs (including rigs held for sale), service equipment and vehicles of $96.4 million, land and buildings of $8.6 million, internally developed software of $0.3 million and other assets of $0.5 million.

(4)

Intangible assets are comprised of customer relationships of $3.0 million and trade names of $1.6 million for the Logistics operating companies, which are being amortized over their estimated useful lives of 4 years and 20 years, respectively, and customer relationships for the Transport operating companies of $2.4 million and $1.0 million being amortized over the estimated useful lives of 4 and 10 years, respectively. The fair value of the intangible assets was determined with the assistance of a third-party valuation specialist using the multi-period excess earnings method for customer relationships and using the relief from royalty income method for trade names. See Note 3, Acquired Intangible Assets and Goodwill.

NOTE 10: COMMITMENTS AND CONTINGENCIES

        Non-cancellable operating leases, primarily for office space and equipment, expire in various years through 2021. Total rent expense for all leases totaled $17.8 million, $23.7 million and $11.2 million for the years ended December 31, 2015, 2014 and 2013, respectively.

F-39

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 10: COMMITMENTS AND CONTINGENCIES (Continued)

        Future minimum lease payments at December 31, 2015 were:

	(in thousands)
2016	$	9,996
2017		7,676
2018		4,359
2019		2,223
2020		1,389
Thereafter		674
	$	26,317

Letters of Credit

        At December 31, 2015 and December 31, 2014, the Company had $3.7 million in outstanding letters of credit to be used as collateral for the Company's obligation to fund potential losses under various retrospectively-rated and large deductible insurance programs.

Litigation

        The Company contracts with third parties to process our workers' compensation, general liability and truckers' liability claims.

        As previously reported, the Company was in a dispute with American Zurich Insurance Company and Zurich Services Corporation (collectively, "Zurich") regarding the handling of claims for the policy period January 1, 2008 through July 26, 2009. On January 4, 2011, the Company entered into a Standstill Agreement with Zurich. The Standstill Agreement expired June 15, 2013, and arbitration resumed. On November 7, 2013, the Company entered into a Payment and Standstill Agreement and Limited Release (the "Second Standstill Agreement") with Zurich relating to the previously disclosed arbitration. The Second Standstill Agreement, as amended, provides for another standstill until February 29, 2016 (the "Second Standstill Period"). During the Second Standstill Period, neither Zurich nor the Company could proceed with the arbitration and neither party was permitted to exercise any remedies in respect of the Zurich insurance program covering the period January 1, 2008 through July 26, 2009, whether at law or in equity. During the Second Standstill Period, Jack Cooper made all payments required by the Second Standstill period and maintained a letter of credit in the amount of $3.5 million as collateral.

        In March 2016, the Company and Zurich agreed to terms memorializing a settlement of this arbitration and dispute, and in April 2016 we executed a full settlement agreement with releases and other terms agreeable to both parties. The Company had total reserves of $4.1 million at December 31, 2015 and $3.9 million at December 31, 2014, net of liabilities for which corresponding assets are recorded related to insurance recoveries for claims in excess of per claim maximum exposures.

F-40

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 10: COMMITMENTS AND CONTINGENCIES (Continued)

        On February 27, 2014, the Company entered into pre-suit mediation binding term sheets providing for the material terms of settlement agreements totaling $10.9 million with four claimants who alleged that the Company and one of its drivers were responsible for a fatality accident during 2013. Subsequently, the parties to the binding terms sheets executed complete settlement documents consistent with the binding term sheets, which included customary provisions, including a release of all claims, confidentiality provisions, and indemnity agreements as to all outstanding liens and/or medical expenses. The Company's dollar-one auto liability and excess liability insurance coverage satisfied the settlement with all claimants. The Company had recorded a liability of $11.2 million within other accrued liabilities and an offsetting receivable from insurance carriers within accounts receivable, net on the condensed consolidated balance sheets, which included an additional $0.3 million for insurance receivables related to other damages assessed as a result of the accident as of December 31, 2013. All insurance settlement payments were made during the year ended December 31, 2014 with the corresponding reversal of the entire accrued liability and offsetting receivable recorded as of December 31, 2014.

        From time to time and in the ordinary course of our business, the Company is a plaintiff or a defendant in other legal proceedings related to various issues, including workers' compensation claims, tort claims, contractual disputes, and collections. The Company carries insurance that provides protection against certain types of claims, up to the policy limits of its insurance. It is the opinion of management that none of the other known legal actions will have a material adverse impact on the Company's financial position, results of operations, or liquidity.

Severance

        On August 31, 2014, Robert Griffin resigned from his position as the Chief Executive Officer of the Company. On September 20, 2014, the Company entered into a separation, restrictive covenants and consulting agreement with Mr. Griffin, which became effective as of August 31, 2014. Pursuant to the agreement, the Company agreed to pay Mr. Griffin $1.1 million payable in 16 equal monthly installments beginning with the month of September 2014 and ending with the month of December 2015. In connection with the agreement, Mr. Griffin agreed to not compete with, and not solicit from, the Company and its direct or indirect subsidiaries. As consideration for the non-compete agreement, the Company agreed to pay Mr. Griffin $1.5 million payable in 60 equal monthly installments beginning with the month of October 2014 and ending with the month of September 2019. In addition, Mr. Griffin agreed to provide certain consulting services to the Company and its affiliates, and the Company agreed to pay $1.0 million for such services, half of which was paid and recognized as compensation expense in October 2014 and the other half of which will be paid and recognized as compensation expense if certain conditions relating to the provision of services are met. The liability of $1.0 million and $2.0 million as of December 31, 2015 and 2014, respectively, which represents the present value of the future payments to be made under the agreement, is included within other accrued liabilities and other liabilities within the condensed consolidated balance sheet and bears interest at the Company's weighted average cost of capital.

F-41

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 10: COMMITMENTS AND CONTINGENCIES (Continued)

Environmental

        The Company's operations are subject to various federal, state, and local laws, regulations, and requirements that govern environmental and health and safety matters, including regulated materials management; the generation, handling, storage, transportation, treatment, and disposal of regulated wastes or substances; the storage and handling of fuel and lubricants; and the discharge of pollutants to the environment; and those that impose liability for and require investigation and remediation of releases or threats of releases of regulated substances, including at third-party owned off-site disposal sites, as well as laws and regulations that regulate workplace safety.

        Certain of the Company's operations have historically involved the handling of bulk quantities of fuel, which could leak or be spilled from handling and storage activities. Maintenance of such tanks is regulated at the federal and, in most cases, state levels. The Company maintains regular, ongoing testing or monitoring programs for underground storage tank ("UST") facilities. The Company believes that the UST facilities are in compliance with current environmental standards and that it will not be required to incur substantial costs to bring the UST facilities into compliance. The Company believes that its operations are in compliance with transportation requirements and environmental and health and safety regulatory requirements. The USTs are required to have leak detection systems and the Company is not aware of any leaks from such tanks that could reasonably be expected to have a material adverse effect. During the year ended December 31, 2015, the Company ceased purchasing and handling bulk quantities of fuel.

        The Company is also subject to environmental remediation liability. Under federal and state laws, the Company may be liable for the cost of investigation or remediation of contamination or damages as a result of the release or threatened release of hazardous substances or wastes or other pollutants into the environment at or by the Company's facilities or properties, or as a result of its current or past operations, including facilities to which the Company has shipped wastes for disposal, recycling or treatment, regardless of when the release of hazardous substances occurred or the lawfulness of the activities giving rise to the release. These laws, such as the Federal Clean Water Act, the Comprehensive Environmental Response, Compensation, and Liability Act and the Resource Conservation and Recovery Act, typically impose liability and cleanup responsibility without regard to fault or whether the owner or operator knew of or caused the release or threatened release.

        Prior to the Allied Acquisition, the Company removed all of its previously existing USTs. The Allied Acquisition included certain properties where USTs are present which will either be removed or monitored for compliance with regulations. Based upon third-party estimates to remove tanks, the Company recorded liabilities of $0.2 million and $0.4 million as of December 31, 2015 and 2014, respectively.

F-42

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 11: FAIR VALUE OF FINANCIAL INSTRUMENTS

        GAAP has established a hierarchy for ranking the quality and reliability of the information used to determine fair values and requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1:	Unadjusted quoted market prices in active markets for identical assets or liabilities.
Level 2:	Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
Level 3:	Unobservable inputs for the asset or liability.

        The Company utilizes the best available information in measuring fair value. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Cash and cash equivalents, accounts receivable and payables approximate fair value due to their liquid and short term nature. The estimated fair value of the 2020 Notes outstanding at December 31, 2015 and December 31, 2014 was approximately $370.6 million and $378.8 million, respectively. The estimated fair value of the remaining outstanding debt (including the unsecured debt and outstanding balances on the Credit Facility and Term Loan) was approximately $142.2 million and $83.0 million at December 31, 2015 and December 31, 2014, respectively. The fair value is estimated by comparing interest rates to debt with similar terms and maturities which represents a Level 2 input in the fair value hierarchy.

        The following table sets forth the Company's financial assets and liabilities measured at fair value on a recurring basis and their hierarchy classification as of December 31, 2015 and 2014:

	December 31, 2015
(in thousands)	Total		Level 1		Level 2		Level 3
Marketable securities held-for-sale	$	—	$	—	$	—	$	—

	December 31, 2014
(in thousands)	Total		Level 1		Level 2		Level 3
Marketable securities held-for-sale	$	174	$	174	$	—	$	—

NOTE 12: RELATED PARTY TRANSACTIONS

        During the year ended December 31, 2015, the T. Michael Riggs Irrevocable Trust of 2014 (Delaware) (the "Riggs Family Trust") purchased $7.0 million in aggregate principal amount of the JCEI Notes from several different third-party note holders at a price of $900 per $1,000 in principal aggregate amount of notes. Mr. Riggs is the co-trustee, the co-investment advisor, and the sole voting trustee of the Riggs Family Trust. The Riggs Family Trust was formed in July 2014 and holds a significant majority of the shares owned by the Riggs family. JCHC was not a party to these transactions.

        On March 19, 2015, the Company entered into an intercompany promissory note agreement with JCEI in the principal amount of $1.5 million. The proceeds from the intercompany note were used for

F-43

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 12: RELATED PARTY TRANSACTIONS (Continued)

general corporate purposes. The intercompany note had a maturity date of September 30, 2015 and bore interest at the rate of 8.0% per annum. All outstanding principal and interest was paid on August 14, 2015 with no prepayment penalty.

        The Company has engaged EVE Partners, LLC ("EVE Partners") as its non-exclusive financial advisor in connection with developing a diversification strategy and the evaluation and structuring of any one or more potential financing or acquisition transactions, including, but not limited to, the purchase of certain assets or business interests of certain prospects. EVE Partners' co-founder and 50% owner, J.J. Schickel, also serves on the Company's Board of Directors. The Company's agreement with EVE Partners has a term of 12 months from July 7, 2010, which automatically renews until terminated upon giving 30 days' notice. Amounts payable to EVE Partners include: (i) a retainer in the amount of $8,000 per month and (ii) a transaction fee or a financing fee as mutually negotiated in advance of executing a letter of intent with respect to any potential transaction. Under this agreement, EVE Partners received payments of $0.1 million during each of the years ended December 31, 2015, 2014, and 2013.

        The Company's subsidiary, JCL, has also engaged Eve Merchant LLC ("Eve Merchant") as a non-exclusive advisor in connection with certain operations of the company, including, without limitation, making J.J. Schickel available to provide certain services as JCL's chairman, vice chairman, chief executive officer or president, as applicable. Under this agreement, Eve Merchant receives a non-refundable retainer of $12,667 per month. J.J. Schickel is the founder and 100% owner of Eve Merchant. Under this agreement Eve Merchant received a payment of $0.2 million during each of the years ended December 31, 2015, 2014, and 2013.

        On October 2, 2014, Samuel Torrence, Kirk Ferguson, J.J. Schickel, and Gerry Czarnecki each purchased 1,000 shares of JCEI's Class A Voting Common Stock and 1,000 shares of the JCEI's Class B Non-Voting Common Stock from the Riggs Family Trust at a price of $48.00 per share.

        On September 29, 2014, the Riggs Family Trust purchased 43,880 shares of JCEI's Class A Voting Common Stock and 5,485 shares of JCEI's Class B Non-Voting Common Stock from Robert Griffin, the Company's former Chief Executive Officer, at a price of $48.00 per share.

        On July 2, 2014, the Company loaned a director $0.3 million, which he used to pay the exercise price for options to purchase 5,265 of Class B Common Stock. The loan bore interest at a rate of 0.40% per annum. The loan was paid back in full, plus interest, with part of the proceeds received from the dividend payment made by JCEI on July 9, 2014.

        As described previously in connection with the Allied Acquisition on December 27, 2013, the Company entered into a backstop financing commitment with MSD Credit Opportunity Fund L.P. ("MSD"), a holder of the Company's Class B common stock, which expired upon consummation of the Allied Acquisition. The Company paid MSD cash fees of $5.0 million and issued a warrant to purchase 26,433 shares of the Company's Class B common stock and a put right for 44,520 Class B common shares held by MSD, with the warrant and the put having an initial combined fair value of $1.4 million. See Note 6 for additional information regarding the warrant and put right.

F-44

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 13: SUPPLEMENTAL CASH FLOW INFORMATION

(in thousands)	2015			2014		2013
Interest paid	$	44,134		$	38,271	$	24,931
Taxes paid, net of refunds		58			299		126
Pension adjustments		(26	)		1,035		809

NOTE 14: SEGMENT REPORTING

        The Company had two reportable segments at December 31, 2015, 2014 and 2013: Transport and Logistics. The Company's reportable segments are based on information used by its Chief Executive Officer in his capacity as chief operating decision maker to determine allocation of resources and assess performance. Both segments are separately managed and management fees and other corporate services are charged to the segments based on the direct benefits received or as a percentage of revenue. The accounting policies of the segments are the same as those described in Note 2 to the consolidated financial statements.

        Transport Segment.    The Transport segment provides automotive transportation services to OEMs of cars and light trucks in the U.S. and Canada. Specific services include (i) transportation of new vehicles from OEM assembly centers, vehicle distribution centers and port sites to dealers or other intermediate destinations, in connection with which the Company collects fuel surcharges; and (ii) yard management services, including railcar loading and gate releasing services at OEM assembly centers. The average length of haul is approximately 200 miles, though lengths of haul range from less than a mile up to approximately 2,400 miles. The consolidated entities that comprise the Transport segment are Jack Cooper Transport Company, Inc., and its wholly owned subsidiaries, and Jack Cooper Transport Canada, Inc., and its wholly owned subsidiaries.

        Logistics Segment.    The Logistics segment engages in the global non asset based automotive supply chain for new and used finished vehicles, including the brokering of transportation of used vehicles, including vehicles sold through automotive auction processes, in the growing remarketed vehicle sector, in which our customers are typically OEM remarketing departments, automotive auction companies and logistics brokers; brokering of the international shipment of cars and trucks from various ports in the U.S. to various international destinations; vehicle inspection and title storage services for pre-owned and off-lease vehicles; and supply chain management services as well as rail and yard management and port processing. Customers contract through AES to ship vehicles and equipment using space purchased on third party vessels. Other items shipped include heavy construction equipment, farm equipment and commercial trucking vehicles.

        The consolidated entities that comprise the Logistics segment are:

•

Jack Cooper Logistics, LLC ("JCL"), which was established on November 9, 2010 and began operations during the second quarter of 2011.

•

AES which was acquired by JCL on June 10, 2011.

•

Axis Logistics Services, Inc., a wholly owned subsidiary of JCL, which was established as a result of the Allied Acquisition on December 27, 2013.

F-45

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 14: SEGMENT REPORTING (Continued)

•

Jack Cooper CT Services, Inc., a wholly owned subsidiary of JCL, which was established as a result of the Allied Acquisition on December 27, 2013.

•

Jack Cooper Rail & Shuttle, Inc., a wholly-owned subsidiary of JCL, which was formed in connection with the Allied Acquisition.

•

Five Mexican operating companies comprising Axis Mexico, which were acquired in the Allied Acquisition and are wholly-owned subsidiaries of JCL.

        The following table provides information on the two segments as of and for the years ended December 31, 2015, 2014 and 2013:

	2015
(in thousands)	Transport			Logistics			Segments Total			Corporate			Consolidated
Operating revenue	$	666,681		$	61,908		$	728,589		$	—		$	728,589
Operating income (loss)		(284	)		(13,215	)		(13,499	)		(1,553	)		(15,052	)
Capital expenditures		30,609			549			31,158			29			31,187
Total assets		278,340			23,543			301,883			3,184			305,067

	2014
(in thousands)	Transport			Logistics		Segments Total			Corporate			Consolidated
Operating revenue	$	718,731		$	64,549	$	783,280		$	—		$	783,280
Operating income (loss)		(15,327	)		2		(15,325	)		(912	)		(16,237	)
Capital expenditures		20,405			37		20,442			377			20,819
Total assets		303,216			40,382		343,598			3,394			346,992

	2013
(in thousands)	Transport		Logistics			Segments Total		Corporate			Consolidated
Operating revenue	$	474,919	$	39,770		$	514,689	$	—		$	514,689
Operating income (loss)		11,698		(3,841	)		7,857		(671	)		7,186
Capital expenditures		20,905		52			20,957		329			21,286
Total assets		346,084		35,094			381,178		4,020			385,198

        Administrative services provided by the corporate office allocated to the individual segments represent corporate services rendered to and costs incurred for each segment including allocation of general corporate management oversight costs.

F-46

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 14: SEGMENT REPORTING (Continued)

        Sales to external customers by service are presented below:

(in thousands)	2015		2014		2013
Transport segment sales to external customers
Transportation of vehicles	$	571,110	$	598,156	$	395,832
Fuel surcharges		39,615		73,941		55,277
Yard management services		55,956		46,634		23,810
Total Transport segment sales to external customers	$	666,681	$	718,731	$	474,919
Logistics segment sales to external customers
Used vehicles transportation brokering	$	19,641	$	20,505	$	2,965
International shipment brokering		23,934		29,336		36,770
Vehicle inspection, title storage and other services		18,333		14,708		35
Total Logistics segment sales to external customers	$	61,908	$	64,549	$	39,770

        Geographic financial information is presented below:

(in thousands)	2015		2014		2013
Operating revenue
United States	$	657,962	$	690,469	$	499,648
Canada		66,165		88,667		15,041
Other foreign operations		4,462		4,144		—
Total operating revenue	$	728,589	$	783,280	$	514,689
Property and equipment, net
United States	$	126,769	$	140,290	$	164,389
Canada		12,193		20,457		28,599
Other foreign operations		148		226		310
Total property and equipment, net	$	139,110	$	160,973	$	193,298

        Revenues are attributed to the respective countries based on the terminal that provides the service. Substantially all of the Company's revenues and receivables are generated from the automotive industry.

F-47

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 15: SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

        The following tables summarize the Company's unaudited quarterly results of operations for the years ended December 31, 2015 and 2014:

	2015
(in thousands)	March 31			June 30			September 30			December 31
Operating Revenues	$	157,883		$	198,293		$	187,985		$	184,428
Operating Expenses
Compensation and benefits		84,839			95,335			93,266			100,029
Fuel		16,847			19,069			16,172			15,708
Depreciation and amortization		12,696			12,826			12,563			12,856
Repairs and maintenance		11,618			14,055			14,223			14,499
Other operating		27,431			33,117			32,897			29,540
Selling, general and administrative		15,392			14,008			13,343			13,534
Loss on sale of property and equipment		612			689			430			695
Goodwill and intangible asset impairment(1)		—			15,352			—			—
Total operating expenses		169,435			204,451			182,894			186,861
Operating Income (Loss)		(11,552	)		(6,158	)		5,091			(2,433	)
Other expense		13,025			10,745			14,932			15,133
Loss Before Income Taxes		(24,577	)		(16,903	)		(9,841	)		(17,566	)
Provision for Income Taxes		268			395			79			287
Net Loss		(24,845	)		(17,298	)		(9,920	)		(17,853	)
Other Comprehensive Income (Loss), Net of Tax:
Amortization of actuarial pension gain (loss)		23			(26	)		30			(1	)
Foreign currency translation gain (loss)		1,024			(375	)		1,226			639
Gain (loss) on marketable securities held-for-sale		(15	)		15			—			—
Comprehensive Loss	$	(23,813	)	$	(17,684	)	$	(8,664	)	$	(17,215	)

(1)

The second quarter includes an impairment charge to goodwill of $14.2 million and to intangible asses of $1.2 million related to AES. The charge is a result of reduced rates of growth of sales, profit, and cash flow and revised expectations for future performance that are below the Company's previous projections, largely as a result of increased price competition and weak export demand for vehicles to Nigeria, a major market within which AES operates.

F-48

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 15: SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued)

	2014
(in thousands)	March 31			June 30			September 30			December 31
Operating Revenues	$	170,056		$	219,891		$	198,816		$	194,517
Operating Expenses
Compensation and benefits(1)		84,691			99,731			98,039			100,817
Fuel		27,441			29,928			27,369			24,595
Depreciation and amortization		13,007			12,375			12,402			12,657
Repairs and maintenance		11,650			14,070			14,404			13,678
Other operating		33,764			38,824			33,471			34,781
Selling, general and administrative(2)		18,297			12,652			16,418			13,339
Loss on sale of property and equipment		41			583			62			431
Total operating expenses		188,891			208,163			202,165			200,298
Operating Income (Loss)(3)		(18,835	)		11,728			(3,349	)		(5,781	)
Other expense		11,407			8,123			11,362			14,386
Income (Loss) Before Income Taxes		(30,242	)		3,605			(14,711	)		(20,167	)
Provision (Benefit) for Income Taxes		(447	)		1,063			228			375
Net Income (Loss)		(29,795	)		2,542			(14,939	)		(20,542	)
Other Comprehensive Income (Loss), Net of Tax:
Amortization of actuarial pension gain (loss)		14			4			14			(1,067	)
Foreign currency translation gain (loss)		208			(148	)		324			257
Gain (loss) on marketable securities held-for-sale		(15	)		11			(2	)		185
Comprehensive Income (Loss)	$	(29,588	)	$	2,409		$	(14,603	)	$	(21,167	)

(1)

The third quarter includes $3.2 million for employment agreement charges related to separation, non-compete, and consulting agreements executed with the resignation of two officers.

(2)

The first, second, third and fourth quarters includes $1.9 million, $0.9 million, $1.3 million and $0.2 million, respectively, of professional service fees related to the Allied Acquisition.

(3)

The first, second, third and fourth quarters contains $3.3 million, $1.5 million, $1.3 million and $0.3 million, respectively, for costs associated with the integration of the Allied Acquisition primarily related to transitional associates, information services, travel and fleet relocation. MSD deferred finance costs amortization and write-off are included in interest expense.

F-49

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION

        The following tables present condensed consolidating financial statements under the equity method of (a) the parent company, Jack Cooper Holdings Corp., as issuer of the 2020 Notes; (b) the subsidiary guarantors of the 2020 Notes; and (c) the subsidiaries that are not guarantors of the 2020 Notes. Separate financial statements of the subsidiary guarantors are not presented because the parent company owns all outstanding voting stock of each of the subsidiary guarantors and the guarantee by each subsidiary guarantor is full and unconditional and joint and several. As a result, and in accordance with Rule 3-10(f) of Regulation S-X under the Securities Exchange Act of 1934, as amended, the Company includes the following tables in these notes to the consolidated financial statements:

	Twelve Months Ended December 31, 2015
(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statements of Comprehensive Loss:
Operating Revenues	$	—		$	673,657		$	70,625		$	(15,693	)	$	728,589
Operating Expenses
Compensation and benefits		—			339,423			34,046			—			373,469
Fuel		—			59,380			8,416			—			67,796
Depreciation and amortization		235			44,245			6,461			—			50,941
Repairs and maintenance		—			46,527			7,868			—			54,395
Other operating		—			117,551			17,304			(11,870	)		122,985
Selling, general and administrative expenses		1,315			53,108			5,628			(3,774	)		56,277
Loss on sale of property and equipment		—			2,042			384			—			2,426
Goodwill and intangible asset impairment		—			15,352			—			—			15,352
Total operating expenses		1,550			677,628			80,107			(15,644	)		743,641
Operating Loss		(1,550	)		(3,971	)		(9,482	)		(49	)		(15,052	)
Other (Income) Expense
Interest (income) expense, net		46,974			(505	)		443			—			46,912
Other, net		—			(106	)		7,078			(49	)		6,923
Equity in loss of consolidated subsidiaries		21,392			16,891			—			(38,283	)		—
Loss Before Income Tax Provision		(69,916	)		(20,251	)		(17,003	)		38,283			(68,887	)
Provision (Benefit) for Income Taxes		—			1,141			(112	)		—			1,029
Net Loss		(69,916	)		(21,392	)		(16,891	)		38,283			(69,916	)
Equity in other comprehensive income of consolidated subsidiaries		2,540			2,514			—			(5,054	)		—
Other comprehensive income, net of tax		—			26			2,514			—			2,540
Comprehensive Loss	$	(67,376	)	$	(18,852	)	$	(14,377	)	$	33,229		$	(67,376	)

F-50

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	Twelve Months Ended December 31, 2014
(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statements of Comprehensive Loss:
Operating Revenues	$	—		$	709,078		$	92,810		$	(18,608	)	$	783,280
Operating Expenses
Compensation and benefits		—			341,367			41,911			—			383,278
Fuel		—			95,219			14,114			—			109,333
Depreciation and amortization		194			42,785			7,462			—			50,441
Repairs and maintenance		—			44,849			8,953			—			53,802
Other operating		—			129,947			22,291			(11,398	)		140,840
Selling, general and administrative expenses		740			58,146			9,052			(7,232	)		60,706
Loss on sale of property and equipment		—			697			420			—			1,117
Total operating expenses		934			713,010			104,203			(18,630	)		799,517
Operating Loss		(934	)		(3,932	)		(11,393	)		22			(16,237	)
Other (Income) Expense
Interest (income) expense, net		41,480			(609	)		493			—			41,364
Other, net		282			(366	)		3,976			22			3,914
Equity in loss of consolidated subsidiaries		20,038			16,151			—			(36,189	)		—
Loss Before Income Tax Provision		(62,734	)		(19,108	)		(15,862	)		36,189			(61,515	)
Provision for Income Taxes		—			930			289			—			1,219
Net Loss		(62,734	)		(20,038	)		(16,151	)		36,189			(62,734	)
Equity in other comprehensive income (loss) of consolidated subsidiaries		(215	)		641			—			(426	)		—
Other comprehensive income (loss), net of tax		—			(856	)		641			—			(215	)
Comprehensive Loss	$	(62,949	)	$	(20,253	)	$	(15,510	)	$	35,763		$	(62,949	)

F-51

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	Twelve Months Ended December 31, 2013
(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statements of Comprehensive Income (Loss):
Operating Revenues	$	—		$	508,537		$	15,042		$	(8,890	)	$	514,689
Operating Expenses
Compensation and benefits		—			235,439			5,003			—			240,442
Fuel		—			73,489			2,525			—			76,014
Depreciation and amortization		164			25,123			27			—			25,314
Repairs and maintenance		—			29,985			1,774			—			31,759
Other operating		1			90,737			3,685			(7,264	)		87,159
Selling, general and administrative expenses		508			41,653			1,583			(1,626	)		42,118
Loss on sale of property and equipment		—			34			—			—			34
Goodwill impairment		—			4,663			—			—			4,663
Total operating expenses		673			501,123			14,597			(8,890	)		507,503
Operating Income (Loss)		(673	)		7,414			445			—			7,186
Other (Income) Expense
Interest (income) expense, net		59,626			(22	)		(2	)		—			59,602
Other, net		745			112			—			—			857
Equity in earnings of consolidated subsidiaries		(8,738	)		(1,078	)		—			9,816			—
Income (Loss) Before Income Taxes		(52,306	)		8,402			447			(9,816	)		(53,273	)
Income Tax Benefit		—			(336	)		(631	)		—			(967	)
Net Income (Loss)		(52,306	)		8,738			1,078			(9,816	)		(52,306	)
Equity in other comprehensive income (loss) of consolidated subsidiaries		429			(177	)		—			(252	)		—
Other comprehensive income (loss), net of tax		—			606			(177	)		—			429
Comprehensive Income (Loss)	$	(51,877	)	$	9,167		$	901		$	(10,068	)	$	(51,877	)

F-52

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	As of December 31, 2015
(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Balance Sheet:
Assets
Current Assets
Cash and cash equivalents	$	—		$	—		$	2,789		$	(218	)	$	2,571
Accounts receivable, net of allowance		—			45,619			3,929			(466	)		49,082
Prepaid expenses		81			19,181			1,213			—			20,475
Assets held for sale		—			1,885			62			—			1,947
Total current assets		81			66,685			7,993			(684	)		74,075
Restricted cash		—			120			—			—			120
Investment in affiliates		(46,869	)		(16,043	)		—			62,912			—
Property and equipment, net		3,100			123,669			12,341			—			139,110
Goodwill		—			30,980			1,268			—			32,248
Intangibles, net		—			27,764			840			—			28,604
Deferred financing costs, net		11,046			—			—			—			11,046
Deposits and other assets		3			19,429			426			—			19,858
Deferred tax assets		—			—			6			—			6
Intercompany receivables		240,042			68,800			—			(308,842	)		—
Total assets	$	207,403		$	321,404		$	22,874		$	(246,614	)	$	305,067
Liabilities and Stockholders' Equity
Current Liabilities
Revolving credit facility	$	50,636		$	—		$	—		$	—		$	50,636
Current maturities of long-term debt		53			3,457			—			—			3,510
Accounts payable		5			33,358			1,729			(622	)		34,470
Accrued wages and vacation payable		—			16,118			3,002			—			19,120
Other accrued liabilities		7,383			16,957			2,343			—			26,683
Total current liabilities		58,077			69,890			7,074			(622	)		134,419
Other liabilities		—			3,106			403			—			3,509
Long-term debt, less current maturities		442,757			6,447			—			—			449,204
Pension liability		—			1,855			—			—			1,855
Deferred income taxes		—			9,511			—			—			9,511
Intercompany payables		—			277,464			31,440			(308,904	)		—
Total liabilities		500,834			368,273			38,917			(309,526	)		598,498
Stockholders' Deficit:
Total stockholders' deficit		(293,431	)		(46,869	)		(16,043	)		62,912			(293,431	)
Commitments and Contingencies
Total liabilities and stockholders' deficit	$	207,403		$	321,404		$	22,874		$	(246,614	)	$	305,067

F-53

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	As of December 31, 2014
(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Balance Sheet:
Assets
Current Assets
Cash and cash equivalents	$	—		$	—		$	8,814		$	(1,714	)	$	7,100
Accounts receivable, net of allowance		—			58,395			1,762			(16	)		60,141
Prepaid expenses		85			14,926			2,160			—			17,171
Assets held for sale		—			2,536			94			—			2,630
Deferred tax assets		—			1,921			29			(311	)		1,639
Total current assets		85			77,778			12,859			(2,041	)		88,681
Restricted cash		—			120			—			—			120
Investment in affiliates		(27,983	)		(1,643	)		—			29,626			—
Property and equipment, net		3,306			137,080			20,587			—			160,973
Goodwill		—			45,098			1,485			—			46,583
Intangibles, net		—			32,183			1,243			—			33,426
Deferred financing costs, net		11,583			—			—			—			11,583
Deposits and other assets		3			5,200			423			—			5,626
Intercompany receivables		250,532			53,514			—			(304,046	)		—
Total assets	$	237,526		$	349,330		$	36,597		$	(276,461	)	$	346,992
Liabilities and Stockholders' Equity
Current Liabilities
Revolving credit facility	$	72,669		$	—		$	—		$	—		$	72,669
Current maturities of long-term debt		51			4,013			—			—			4,064
Accounts payable		4			36,933			3,295			(1,714	)		38,518
Accrued wages and vacation payable		—			14,885			2,396			—			17,281
Other accrued liabilities		8,173			15,675			1,607			—			25,455
Total current liabilities		80,897			71,506			7,298			(1,714	)		157,987
Claims reserves, less current portion		—			4,694			—			—			4,694
Other liabilities		—			10,215			443			—			10,658
Long-term debt, less current maturities		383,590			4,375			—			—			387,965
Pension liability		—			1,813			—			—			1,813
Deferred income taxes		—			10,851			296			(311	)		10,836
Intercompany payables		—			273,859			30,203			(304,062	)		—
Total liabilities		464,487			377,313			38,240			(306,087	)		573,953
Stockholders' Deficit:
Total stockholders' deficit		(226,961	)		(27,983	)		(1,643	)		29,626			(226,961	)
Commitments and Contingencies
Total liabilities and stockholders' deficit	$	237,526		$	349,330		$	36,597		$	(276,461	)	$	346,992

F-54

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	Twelve Months Ended December 31, 2015
(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statements of Cash Flows:
Operating Activities
Net cash provided by (used in) operating activities	$	(34,646	)	$	20,673		$	12,608		$	1,496		$	131
Investing Activities
Proceeds from sale of marketable securities held-for-sale		—			170			—			—			170
Proceeds from sale of property and equipment		—			609			144			—			753
Purchases of property and equipment		(29	)		(29,783	)		(1,375	)		—			(31,187	)
Intercompany receivables		—			—			(15,624	)		15,624			—
Net cash used in investing activities		(29	)		(29,004	)		(16,855	)		15,624			(30,264	)
Financing Activities
Proceeds from revolving credit facility		205,706			—			—			—			205,706
Payments on revolving credit facility		(227,739	)		—			—			—			(227,739	)
Deferred financing costs		(2,618	)		—			—			—			(2,618	)
Principal payments on long-term debt		(1,549	)		(7,293	)		—			—			(8,842	)
Proceeds from long-term debt		59,375			—			—			—			59,375
Proceeds from issuance of intercompany note		1,500			—			—			—			1,500
Intercompany payables		—			15,624			—			(15,624	)		—
Net cash provided by financing activities		34,675			8,331			—			(15,624	)		27,382
Effect of exchange rates on cash		—			—			(1,778	)		—			(1,778	)
Increase (Decrease) in Cash and Cash Equivalents		—			—			(6,025	)		1,496			(4,529	)
Cash and Cash Equivalents, Beginning of Year		—			—			8,814			(1,714	)		7,100
Cash and Cash Equivalents, End of Year	$	—		$	—		$	2,789		$	(218	)	$	2,571

F-55

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	Twelve Months Ended December 31, 2014
(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statements of Cash Flows:
Operating Activities
Net cash provided by (used in) operating activities	$	(32,917	)	$	8,794		$	19,284		$	(1,714	)	$	(6,553	)
Investing Activities
Proceeds from sale of property and equipment		—			2,802			89			—			2,891
Purchases of property and equipment		(367	)		(18,966	)		(1,486	)		—			(20,819	)
Intercompany receivables		—			—			(9,211	)		9,211			—
Net cash used in investing activities		(367	)		(16,164	)		(10,608	)		9,211			(17,928	)
Financing Activities
Proceeds from revolving credit facility		179,275			—			—			—			179,275
Payments on revolving credit facility		(158,087	)		—			—			—			(158,087	)
Deferred financing costs		(75	)		—			—			—			(75	)
Principal payments on long-term debt		—			(4,258	)		—			—			(4,258	)
Dividends paid		(427	)		—			—			—			(427	)
Treasury stock repurchase		(500	)		—			—			—			(500	)
Capital contribution from JCEI		13,098			—			—			—			13,098
Intercompany payables		—			9,211			—			(9,211	)		—
Net cash provided by financing activities		33,284			4,953			—			(9,211	)		29,026
Effect of exchange rates on cash		—			—			(952	)		—			(952	)
Increase (Decrease) in Cash and Cash Equivalents		—			(2,417	)		7,724			(1,714	)		3,593
Cash and Cash Equivalents, Beginning of Year		—			2,417			1,090			—			3,507
Cash and Cash Equivalents, End of Year	$	—		$	—		$	8,814		$	(1,714	)	$	7,100

F-56

JACK COOPER HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31, 2015, 2014 and 2013

NOTE 16: CONDENSED CONSOLIDATING SUBSIDIARY GUARANTOR FINANCIAL INFORMATION (Continued)

	Twelve Months Ended December 31, 2013
(in thousands)	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Condensed Consolidating Statements of Cash Flows:
Operating Activities
Net cash provided by (used in) operating activities	$	(25,816	)	$	(12,440	)	$	32,765		$	—		$	(5,491	)
Investing Activities
Proceeds from sale of property and equipment		—			4,277			—			—			4,277
Purchases of property and equipment		(328	)		(20,956	)		(2	)		—			(21,286	)
Acquisition of Allied, net of cash acquired		—			(106,591	)		(34,017	)		—			(140,608	)
Intercompany receivables		(136,671	)		(2,112	)		—			138,783			—
Net cash used in investing activities		(136,999	)		(125,382	)		(34,019	)		138,783			(157,617	)
Financing Activities
Proceeds from revolving credit facility		149,796			—			—			—			149,796
Payments on revolving credit facility		(112,315	)		—			—			—			(112,315	)
Deferred financing costs		(18,908	)		—			—			—			(18,908	)
Principal payments on long-term debt		—			(2,015	)		—			—			(2,015	)
Proceeds from issuance of long-term debt		382,875			—			—			—			382,875
Dividends paid		(10,297	)		—			—			—			(10,297	)
Restricted cash		(650	)		(27	)		—			—			(677	)
Proceeds from issuance of Series C preferred stock		2,637			—			—			—			2,637
Repurchase of Senior Secured Notes due 2015		(157,500	)		—			—			—			(157,500	)
Tender offer and consent solicitation		(9,741	)		—			—			—			(9,741	)
Redemption of preferred stock		(63,082	)		—			—			—			(63,082	)
Intercompany payables		—			136,671			2,112			(138,783	)		—
Net cash provided by financing activities		162,815			134,629			2,112			(138,783	)		160,773
Increase (Decrease) in Cash and Cash Equivalents		—			(3,193	)		858			—			(2,335	)
Cash and Cash Equivalents, Beginning of Year		—			5,610			232			—			5,842
Cash and Cash Equivalents, End of Year	$	—		$	2,417		$	1,090		$	—		$	3,507

F-57

Report of Independent Certified Public Accountants

To the Board of Directors of
Allied Systems Holdings, Inc.:

        We have audited the accompanying consolidated financial statements of Allied Systems Holdings, Inc. (a Delaware corporation) and subsidiaries, which comprise the consolidated balance sheets as of December 27, 2013 and December 31, 2012, and the related consolidated statements of comprehensive loss, changes in stockholders' deficit, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management's responsibility for the financial statements

        Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

        Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

        An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

        We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Allied Systems Holdings, Inc. and subsidiaries as of December 27, 2013 and December 31, 2012, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Emphasis of matter

        The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company incurred net losses of $54.1 million and $43.1 million during the years ended December 27, 2013 and December 31, 2012, respectively, has experienced a significant reduction in its

F-58

sales volume and, as of December 27, 2013, the Company was in default of certain debt covenants of its senior secured credit facilities. The debt covenant defaults existing at December 27, 2013, have not been cured or waived by the lenders. Management's plans for 2014, which are also described in Note 2, contemplate the sale of assets, reduced operating losses, obtaining additional working capital, and restructuring of the Company's senior secured credit facilities. The Company's ability to achieve the foregoing elements of its plans, which may be necessary to permit the realization of assets and satisfaction of liabilities in the ordinary course of business, is uncertain and raises substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ Grant Thornton LLP
Atlanta, Georgia
July 31, 2014

F-59

Allied Systems Holdings, Inc.

Consolidated balance sheets

(Under Creditor Protection Proceedings as of May 17, 2012—Note 1)

(in thousands, except share amounts)

	December 27, 2013			December 31, 2012
Assets
Current assets:
Cash and cash equivalents	$	21,788		$	9,953
Restricted cash, cash equivalents and other time deposits		167			497
Receivables, net of allowance for doubtful accounts of $147 and $194 at December 27, 2013 and December 31, 2012, respectively		14,325			16,983
Inventories, net		2,097			2,293
Prepayments and other current assets		37,540			13,746
Total current assets		75,917			43,472
Property and equipment, net		69,130			87,223
Goodwill		5,080			5,080
Other intangible assets, net		1,175			1,811
Other assets:
Restricted cash, cash equivalents and other time deposits		386			1,043
Other non-current assets		37,271			69,089
Deferred income taxes		149			—
Total other assets		37,806			70,132
Total assets	$	189,108		$	207,718
Liabilities and stockholders' deficit
Current liabilities:
Current maturities of long-term debt	$	29,000		$	13,000
Accounts and notes payable		10,507			10,117
Accrued liabilities		33,761			29,707
Deferred income taxes		149			984
Total current liabilities		73,417			53,808
Non-current liabilities:
Deferred income taxes		—			3,174
Insurance and claims reserves		45,398			51,013
Other non-current liabilities		1,314			1,636
Total non-current liabilities		46,712			55,823
Liabilities subject to compromise		383,854			392,676
Stockholders' deficit:
Preferred stock, $0.01 par value; authorized 10,000,000 shares, 21,396 issued and outstanding (liquidation value of $20 million)		—			—
Common stock, $0.01 par value; authorized 100,000,000 shares; 10,000,000 shares outstanding		100			100
Additional paid-in-capital		120,254			120,254
Accumulated deficit		(437,658	)		(383,589	)
Accumulated other comprehensive loss, net of tax		2,429			(31,354	)
Total stockholders' deficit		(314,875	)		(294,589	)
Total liabilities and stockholders' deficit	$	189,108		$	207,718

The accompanying notes are an integral part of these consolidated financial statements.

F-60

Allied Systems Holdings, Inc.

Consolidated statements of comprehensive loss

(Under Creditor Protection Proceedings as of May 17, 2012—Note 1)

(in thousands)

For the period/year ended	December 27, 2013			December 31, 2012
Revenues	$	295,099		$	268,948
Operating expenses:
Salaries, wages and fringe benefits		171,962			147,839
Operating supplies and expenses		75,222			72,145
Purchased transportation		19,275			18,877
Insurance and claims		11,107			7,857
Operating taxes and licenses		9,928			10,148
Depreciation and amortization		19,779			22,029
Rents		6,343			6,390
Communications and utilities		3,131			3,168
Other operating expenses		4,292			5,169
Loss (gain) on disposal of operating assets and other, net		706			(301	)
Total operating expenses		321,745			293,321
Operating loss		(26,646	)		(24,373	)
Other income (expense):
Interest expense		(5,242	)		(11,804	)
Investment income		66			47
Foreign exchange (losses) gains, net		(7,661	)		1,808
Total other expense		(12,837	)		(9,949	)
Loss before income taxes and reorganization items		(39,483	)		(34,322	)
Reorganization items		(17,832	)		(8,399	)
Income tax benefit (expense)		3,246			(408	)
Net loss		(54,069	)		(43,129	)
Foreign currency translation adjustment		7,277			(1,338	)
Pension adjustment to reflect funded status of plans		26,506			1,261
Comprehensive loss	$	(20,286	)	$	(43,206	)

The accompanying notes are an integral part of these consolidated financial statements.

F-61

Allied Systems Holdings, Inc.

Consolidated statements of changes in stockholders' deficit

(Under Creditor Protection Proceedings as of May 17, 2012—Note 1)

(in thousands)

	Preferred Stock				Common Stock									Accumulated Other Comprehensive Loss
									Additional Paid-in Capital		Accumulated Deficit
	Shares		Amount		Shares		Amount										Total
Balance, January 1, 2012		21	$	—		10,000	$	100	$	119,980	$	(340,460	)	$	(31,277	)	$	(251,657	)
Net loss		—		—		—		—		—		(43,129	)		—			(43,129	)
Foreign currency translation adjustment net of income taxes of $0		—		—		—		—		—		—			(1,338	)		(1,338	)
Adjustment to reflect funded status of the defined benefit and other postretirement benefit plans at year end, net of income taxes of $0		—		—		—		—		—		—			1,261			1,261
Stock-based compensation		—		—		—		—		274		—			—			274
Balance, December 31, 2012		21		—		10,000		100		120,254		(383,589	)		(31,354	)		(294,589	)
Net loss		—		—		—		—		—		(54,069	)		—			(54,069	)
Other comprehensive loss:
Foreign currency translation adjustment net of income taxes of $0		—		—		—		—		—		—			7,277			7,277
Adjustment to reflect funded status of the defined benefit and other postretirement benefit plans at year end, net of income taxes of $0		—		—		—		—		—		—			26,506			26,506
Balance, December 27, 2013		21	$	—		10,000	$	100	$	120,254	$	(437,658	)	$	2,429		$	(314,875	)

The accompanying notes are an integral part of these consolidated financial statements.

F-62

Allied Systems Holdings, Inc.

Consolidated statements of cash flows

(Under Creditor Protection Proceedings as of May 17, 2012—Note 1)

(in thousands)

For the period/year ended	December 27, 2013			December 31, 2012
Cash flows from operating activities:
Net loss	$	(54,069	)	$	(43,129	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		19,779			22,029
Loss (gain) on disposal of operating assets, net		706			(301	)
Noncash interest expense		1,978			331
Foreign exchange losses (gains), net		7,661			(1,808	)
Deferred income taxes		(4,158	)		5
Stock-based compensation expense		—			274
Accumulated OCI expense related to defined benefit plans		26,506			—
Change in operating assets and liabilities:
Receivables, net of allowances		2,307			(402	)
Inventories		137			341
Prepayments and other assets		5,173			(8,603	)
Accrued interest		(2,418	)		11,693
Accounts and notes payable		590			3,728
Accrued liabilities		6,787			(5,526	)
Post retirement benefit obligations		(1,867	)		(9	)
Other long-term liabilities		(11,860	)		4,117
Net cash used in operating activities		(2,748	)		(17,260	)
Cash flows from investing activities:
Purchases of property and equipment		(2,950	)		(1,162	)
Proceeds from sales of property and equipment		23			441
Increase in restricted cash, cash equivalents and other time deposits		987			3,073
Funds deposited with insurance carriers		(29	)		(222	)
Funds returned from insurance carriers and other		874			214
Net cash (used in) provided by investing activities		(1,095	)		2,344
Cash flows from financing activities:
Proceeds from term loan, net		16,000			13,000
Proceeds from insurance financing arrangements		—			2,061
Repayments of insurance financing arrangements		(839	)		(1,464	)
Net cash provided by financing activities		15,161			13,597
Effect of exchange rate changes on cash and cash equivalents		517			87
Net increase (decrease) in cash and cash equivalents		11,835			(1,232	)
Cash and cash equivalents at beginning of the year/period		9,953			11,185
Cash and cash equivalents at end of year/period	$	21,788		$	9,953
Supplemental cash flow information
Cash paid during the year for:
Interest	$	2,996		$	1,063
Income taxes, net	$	861			170
Reorganization Items	$	19,127			6,776

The accompanying notes are an integral part of these consolidated financial statements.

F-63

Allied Systems Holdings, Inc.

Notes to consolidated financial statements

(dollars in thousands)

1 Organization and Operations

Company Overview

        Allied Systems Holdings, Inc. (Allied), a Delaware corporation, is a holding company which operates through its wholly owned subsidiaries. The accompanying consolidated financial statements include the accounts of Allied and its wholly owned subsidiaries (collectively the Company). For the period of the financial statements, the principal operating divisions of the Company were Allied Automotive Group, Inc. (Allied Automotive Group) and Axis Group, Inc. (Axis Group). Allied Automotive Group, through its subsidiaries, is engaged in the business of transporting automobiles, light trucks, and sport-utility vehicles (SUVs) from manufacturing plants, ports, auctions, and railway distribution points to automobile dealerships in the USA and Canada. Axis Group, through its subsidiaries, is engaged in the business of securing and managing vehicle distribution services, automobile inspections, auction and yard management services, vehicle tracking, vehicle accessorization, and dealer preparatory services for the automotive industry in the USA, Canada and Mexico. See Note 18 for information regarding the Company's cessation of substantially all of its operations subsequent to the balance sheet date.

Chapter 11 Filing

        On May 17, 2012, involuntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Chapter 11) were filed against Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.) (collectively, Allied) in the United States Bankruptcy Court for the District of Delaware. On June 10, 2012 (the Petition Date), Allied Systems Holdings, Inc. and substantially all of its subsidiaries (the Debtors) filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Northern District of Georgia (the Bankruptcy Court). On June 11, 2012, the Bankruptcy Court entered orders for relief, effectively converting the involuntary Chapter 11 cases filed on May 17, 2012 of Allied Systems Holdings, Inc. and Allied Systems, Ltd. (L.P.) to voluntary Chapter 11 proceedings. The Company's captive insurance company, Haul Insurance Limited, as well as its subsidiaries in Mexico and Bermuda (the Non-debtors) were not included in the Chapter 11 filings. At December 27, 2013 and at December 31, 2012 the Debtors owed the Non-debtors an intercompany payable, net of intercompany receivables, of $18.8 million and $20.2 million, respectively.

        The Company's Canadian subsidiaries obtained approval for creditor protection under the Companies Creditors' Arrangement Act in Canada and are included among the subsidiaries that filed voluntary petitions seeking bankruptcy protection. Like Chapter 11, the Companies Creditors Arrangement Act in Canada allows for reorganization under the protection of the court system.

        See Note 3 for more detailed information on the Chapter 11 filing.

2 Summary of Significant Accounting Policies

Basis of Presentation

        The consolidated financial statements have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). All significant intercompany transactions and accounts have been eliminated in consolidation. See Note 18 Subsequent Events regarding the sale of substantially all of the Company's assets and Note 11 Lease Commitments regarding the assumption of the majority of the Company's leases to/by Jack Cooper

F-64

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

2 Summary of Significant Accounting Policies (Continued)

Holdings, Corp. (the "Jack Cooper Transaction"). These financial statements reflect financial operations for the period January 1, 2013 to December 27, 2013 (the "year"), and as of the balance sheet date December 27, 2013 ("year ended" date), with comparative financial statements as of and for the year ended December 31, 2012 and as of December 31, 2012. These financial statements are prepared effectively just prior to the sale of the assets of the Company to Jack Cooper, which became effective at midnight on December 27, 2013, thus ignoring the impact of the Transaction (the removal of the assets that were sold and the liabilities that were assumed). However, these financial statements include the receipt of cash proceeds resulting from the sale which were transferred from Jack Cooper to the Company the morning of December 27, 2013, which has been recorded in accrued liabilities in the accompanying balance sheets.

        The going concern basis assumes that the Company will continue in operation for the foreseeable future and will realize its assets and discharge its post-petition liabilities in the ordinary course of business. However, the Company's ability to continue as a going concern is predicated upon, among other things, the approval of a plan of reorganization, its ability to generate cash flows from operations, its ability to obtain financing sufficient to satisfy its future obligations and to comply with the terms of a plan of reorganization. As a result of the Chapter 11 Proceedings, the Company may take, or be required to take, actions that may cause assets to be realized or liabilities to be settled for amounts other than those reflected in the financial statements.

        The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern, nor do they include any adjustments to the carrying amounts of assets and liabilities that might be required as a result of a plan of reorganization to be approved by the Bankruptcy Court. A plan of reorganization could substantially change the amounts currently recorded in the accompanying consolidated financial statements. Asset and liability carrying amounts do not purport to represent the realizable or settlement values that will be reflected in a plan of reorganization. At this time, it is not possible to estimate the impact of a plan of reorganization on the Company's financial statements.

        As a result of the Company's Chapter 11 filing, it has applied the guidance of ASC 852, Reorganizations, in the preparation of its consolidated financial statements. ASC 852, does not change the application of US GAAP in the preparation of financial statements. However, ASC 852 does require that financial statements, for periods including and subsequent to the filing of a Chapter 11 petition, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business and also that liabilities subject to compromise be segregated from those not subject to compromise (See Note 3).

Foreign Currency Translation

        The functional currency is the local currency for each of its subsidiaries of the Company. The Company has foreign earnings generated from operations outside of the United States. The assets and liabilities of the Company's foreign subsidiaries are translated into U.S. dollars using current exchange rates in effect at the balance sheet date. Revenues and expenses are translated using average monthly exchange rates. The resulting translation adjustments are reported in comprehensive loss in the accompanying consolidated statements of comprehensive loss, net of related income taxes.

F-65

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

2 Summary of Significant Accounting Policies (Continued)

        Transactions in currencies other than the local currency for each subsidiary are translated into the local currency at the rates of exchange prevailing at the dates of the transactions. Changes in exchange rates between the transaction date and the settlement date or the balance sheet date for items not yet settled, create foreign currency transaction gains or losses that are reflected in earnings. However, gains and losses on certain intercompany balances that are of a long-term investment nature for which settlement is not planned or anticipated in the foreseeable future, are included in other comprehensive loss, similar to translation adjustments.

Revenue Recognition and Related Allowances

        Substantially all revenue is derived from transporting automobiles, light trucks, and SUVs from manufacturing plants, ports, auctions, and railway distribution points to automobile dealerships, providing vehicle rail-car loading and unloading services, providing yard management services, and providing other distribution and transportation support services to the pre-owned and new vehicle market. Revenue is recorded by the Company when the vehicles are delivered to the dealerships or when services are performed. A significant reduction in production, changes in product mix, plant closings, changes in production schedules, changes in distribution strategies or the imposition of vendor price reductions by the Ford Motor Company as a customer, or a significant reduction in the services provided to any of these customers by the Allied Automotive Group could have a material adverse effect on the Company's operations. The Company records an allowance for estimated customer billing adjustments and an allowance for potentially uncollectible accounts based on an evaluation of specific aged customer accounts, historical collection and adjustment patterns. For the period ended December 27, 2013 and the year ended December 31, 2012 the allowance for uncollectible accounts was adjusted by $34,000 and $46,000, respectively and is included in other operating expenses. Included in receivables, net of allowances, are $2.7 million and $1.8 million of amounts due from other than trade customers as of December 27, 2013 and December 31, 2012, respectively. No collateral is required from customers.

Cash, Cash Equivalents and Other Time Deposits

        The Company considers all highly liquid investments with original maturity of three months or less, when purchased, to be cash equivalents. The time deposits have original maturities of twelve months or less. The portion of cash, cash equivalents and other time deposits that is contractually restricted to secure outstanding letters of credit is identified as restricted cash in the accompanying consolidated financial statements. The Company maintains its cash and cash equivalents in banks that, at times, exceed federally insured limits.

Inventories

        Inventories consist primarily of parts and supplies for servicing the Company's tractors and trailers and are recorded at the lower of cost (on a first-in, first-out basis) or net realizable value.

F-66

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

2 Summary of Significant Accounting Policies (Continued)

Property and Equipment

        Property and equipment are stated at cost less accumulated depreciation. Major property additions, replacements, and betterments are capitalized, while maintenance and repairs that do not extend the useful lives of these assets are expensed.

        Depreciation is provided using the straight-line method over the estimated useful lives of the assets at the date of purchase or the remaining estimated useful lives as of the fresh-start reporting date. The estimated useful lives are as follows:

•

2 to 10 years for tractors and trailers;

•

6 years for costs capitalized as part of the tractor and trailer remanufacturing program;

•

2 to 35 years for buildings and facilities; and

•

2 to 14 years for furniture, fixtures, service cars and equipment.

        Leasehold improvements are amortized over the shorter of the estimated useful life of the improvements or the term of the lease.

        ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets, requires long-lived assets to be disposed of by sale to be measured at the lower of carrying amount or fair value less cost to sell; and would require the company to cease depreciation (amortization) from the time the assets would have been deemed as being held for sale. The Jack Cooper Transaction occurred on December 27, 2013 which indicates the assets of the Company were held for sale as of the balance sheet date. The Company considers the method of accounting for property and equipment complies with the requirement to measure at the lower of carrying amount or fair value less cost to sell. However, the consolidated financial statements have been prepared excluding the impact of cessation of depreciation and amortization, as such the Company's assets are effectively considered to be "Held and Used" for the purposes of the financial statements. Depreciation and amortization expense recorded subsequent to September 13, 2013, the date of the Asset Purchase Agreement, was approximately $5.6 million.

Impairment of Long-lived Assets

        Property and equipment and intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of assets to be held and used is measured by comparing their carrying amounts to the estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds its fair value. No impairment loss was recognized for long-lived assets for the period ended December 27, 2013 and year ended December 31, 2012.

Goodwill and Other Intangible Assets

        Goodwill and other indefinite-life intangible assets, not subject to amortization, are evaluated annually for impairment or more frequently if circumstances indicate that impairment is possible. In assessing goodwill and indefinite-life intangible assets for impairment, we initially evaluate qualitative

F-67

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

2 Summary of Significant Accounting Policies (Continued)

factors to determine if it is more likely than not that the fair value is less than its carrying amount. If the qualitative assessment is not conclusive, then a two-step process is utilized for testing goodwill. The first step (Step One) of the impairment test involves estimating the fair value of a reporting unit and comparing this fair value to its carrying value. If the reporting unit's carrying value exceeds its estimated fair value, then second step (Step Two) of the impairment test is required, which involves allocating the fair value of the reporting unit to all of the assets and liabilities of that unit, with the excess of fair value over allocated net assets representing the fair value of its goodwill. An impairment loss is measured as the amount, if any, by which the carrying value of the reporting unit's goodwill exceeds the implied fair value of that goodwill. Intangible assets that are not subject to amortization are tested for impairment by comparing the fair value of the intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

Insurance and Claims

        The Company retains losses for specified risks subject to limits through high deductibles or self-insured retentions. The Company's coverage is based on the date that a claim is incurred. Haul Insurance Limited, the Company's captive insurance subsidiary, provides reinsurance coverage for the Company to certain third-party insurance carriers for selected losses and years within the Company's insurance program, primarily insured workers' compensation, automobile and general liability risks.

        The Company reports its liability for claims and self-insurance liabilities on an undiscounted basis. The historical unfavorable development of aged claims was such that the Company determined that it could not reliably determine such liabilities on a discounted basis. The Company utilizes third-party claims administrators, who work under management's direction, and third-party actuarial valuations to assist in the determination of the majority of its retained claims and insurance liabilities. The third-party claims administrators set claim reserves on a case-by-case basis. The Company engages a third-party actuary that utilizes the aggregate data from these reserves, along with historical paid and incurred amounts, to determine, by loss year, the projected ultimate cost of all claims incurred and not yet reported, including potential adverse developments. The Company's liability for estimated retrospective premium adjustments for workers' compensation losses in Canada is based on historical experience and the most recently available actual claims data provided by the Canadian government.

        Amounts that the Company estimates will be paid within the next year have been classified as current in accrued liabilities in the consolidated balance sheets. Costs related to these risks are included in the consolidated statements of operations in insurance and claims expense, except for workers' compensation, which is included in salaries, wages and fringe benefits. The current portion of insurance liabilities recoverable is included in prepayments and other current assets in the consolidated balance sheets and the noncurrent portion is included in other noncurrent assets.

Stock-Based Compensation

        The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period for the entire award. Compensation expense is adjusted for estimated forfeitures based on the Company's historical and expected experience. Stock-based compensation expense is included in salaries, wages and fringe benefits in the accompanying consolidated statements of operations.

F-68

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

2 Summary of Significant Accounting Policies (Continued)

        The Company determines the grant-date fair value of options issued to acquire its common stock using the Black-Scholes-Merton option pricing model.

Income Taxes

        Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

        The Company assesses the recoverability of deferred tax assets based on estimates of future taxable income and establishes a valuation allowance against its deferred tax assets if it believes that it is more likely than not that the deferred tax assets will not be recoverable.

        The Company accounts for income taxes with respect to uncertain tax positions under ASC 740-10. A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a greater than 50% cumulative likelihood of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded.

        Interest and penalties recognized on the potential underpayment of income taxes are classified as interest expense and other operating expenses, respectively, in the consolidated statements of operations.

Pension and Other Benefit Plans

        The funded status is measured as the difference between the fair value of plan assets and the benefit obligation. The Company recognizes the funded status of its defined benefit pension and other postretirement benefit plans in its consolidated balance sheet Actuarial gains and losses and prior service costs or credits that arise in future periods that are not recognized as components of net periodic benefit cost pursuant and are recognized as a component of other comprehensive loss, net of tax. Amounts recognized in accumulated other comprehensive loss, including the gains or losses and prior service costs or credits, are adjusted as they are subsequently recognized as components of net periodic benefit cost pursuant to the recognition and amortization provisions of ASC 715, Compensation—Retirement Benefits.

        Plan assets include investments that are considered mutual funds and the Company has the ability to redeem these funds with the investee at NAV per share at measurement date. These investments include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available NAV market information.

F-69

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

2 Summary of Significant Accounting Policies (Continued)

Commitments and Contingencies

        Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated (See Note 16).

Guarantees and Indemnifications

Guarantees

        The Company leases office space, certain terminal facilities, computer equipment and other equipment under noncancelable and cancelable operating lease agreements, some of which provide guarantees to third parties. No accruals for guarantees were required at December 27, 2013 and December 31, 2012.

Indemnifications

        The Company enters into agreements containing indemnification provisions with certain of its customers, suppliers, service providers and business partners in the ordinary course of business. Under the indemnification provisions, subject to various limitations and qualifications, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company's activities. The potential losses primarily relate to obligations that are insured under the Company's insurance programs. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments that the Company could be required to make under these indemnification provisions is unlimited. The Company did not incur material costs to defend lawsuits or settle claims related to these indemnification provisions in 2013, and does not expect to incur any such costs as of the date these financial statements were issued. No accruals for these indemnification provisions were considered necessary at December 27, 2013 and December 31, 2012.

Fair Value Measurements

        The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.

        The hierarchy established by ASC 820, consists of three broad levels as follows:

•

Level 1: Quoted market prices in active markets for identical assets or liabilities.

•

Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3: Unobservable inputs developed using the Company's estimates and assumptions, which reflect those that market participants would use.

F-70

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

2 Summary of Significant Accounting Policies (Continued)

Use of Estimates

        The preparation of the consolidated financial statements in accordance with generally accepted accounting principles in the United States of America requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and disclosures about contingent assets and liabilities at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and other intangible assets; valuation allowances for receivables and deferred income tax assets; uncertain tax positions; self-insurance liabilities; and assets and obligations related to employee benefits. Actual results could differ materially from those estimates.

Accounting for Reorganization

        ASC 852, Reorganizations (ASC 852), requires that financial statements, for periods including and subsequent to the filing of a Chapter 11 petition, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. In accordance with ASC 852, the Company has:

•

separated liabilities that are subject to compromise from liabilities that are not subject to compromise;

•

distinguished transactions and events that are directly associated with the reorganization from the ongoing operations of the business; and

•

ceased accruing interest on the senior secured credit facility.

3 Chapter 11 Proceedings

Summary of Proceedings

        As disclosed in Note 1, on June 12, 2012, Allied Systems Holdings, Inc. and substantially all of its subsidiaries filed voluntary petitions seeking protection under Chapter 11. The Chapter 11 filings were precipitated by various factors, including the decline in new vehicle production at certain of the Company's major customers, rising fuel costs, historically high levels of debt, increasing wage and benefit obligations for the Company's bargaining employees in the U.S. and the increase in non-union vehicle-hauling competition. The majority of the Company's bargaining employees in the U.S. are covered by the National Master Automobile Transporters Agreement (Master Agreement) with the International Brotherhood of Teamsters (the Teamsters or IBT).

        Under the Bankruptcy Code, actions by creditors to collect pre-petition indebtedness are stayed and other contractual obligations generally may not be enforced against the Debtors. As debtors-in-possession, the Company has the right, subject to Bankruptcy Court approval and certain other limitations, to assume or reject executory contracts and unexpired leases. In this context "rejection" means that the debtors are relieved from the obligation to perform further under the contract or release but are subject to a claim for damages for the related breach. Any damages resulting from rejection are treated as general unsecured pre-petition claims in the reorganization. Parties affected by these rejections may file claims with the Bankruptcy Court in accordance with

F-71

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

3 Chapter 11 Proceedings (Continued)

bankruptcy procedures. Pre-petition claims, which were contingent or unliquidated at the commencement of the Chapter 11 proceeding, are generally allowable against the debtor-in-possession in amounts fixed by the Bankruptcy Court. The rights of and ultimate payment by the Debtors under pre-petition obligations are subject to resolution under a plan of reorganization to be approved by the Bankruptcy Court after submission of the required vote by affected parties and these obligations may be substantially altered.

        In connection with the Chapter 11 filings, the Bankruptcy Court granted several "first day" orders that have enabled the Company generally to operate in the ordinary course of business during the bankruptcy proceedings. In addition, the Company entered into a debtor-in-possession financing agreement. The funds under debtor-in-possession financing are available to help satisfy the Company's working capital obligations while the Debtors Chapter 11 cases are pending, including payment under normal terms for goods and services provided after the Chapter 11 filing and payment of wages and benefits to active employees and retirees. The Office of the United States Trustee appointed a committee of unsecured creditors (Creditors Committee). The Creditors Committee and its legal representatives have the right to be heard on all matters that come before the Bankruptcy Court.

        On September 13, 2013 the Company entered into two separate asset sale agreements for all of the Company's assets. These agreements were approved by the Creditors Committee. Refer to Note 18 for a discussion of the asset purchase agreements.

Liabilities Subject to Compromise

        Liabilities subject to compromise include certain known liabilities incurred by the Debtors prior to the Petition Date. Liabilities subject to compromise exclude pre-petition claims for which the Debtors have received the Bankruptcy Court's approval to pay, such as claims related to active employees and retirees, maintenance of insurance programs, cargo damage claims and claims related to certain critical service vendors. Liabilities subject to compromise are included at amounts expected to be allowed by the Bankruptcy Court and are subject to future adjustments that may result from negotiations, actions by the Bankruptcy Court, developments with respect to disputed claims or matters arising out of the proof of claims process whereby a creditor may provide proof of a valid claim and that claim differs from the amount that the Company has recorded.

        A number of proofs of claim were filed against the Debtors by various creditors and security holders prior to the bar date set by the Bankruptcy Court. As part of the claims reconciliation process, the Debtors are reviewing these claims for validity. As claims are reconciled, the Debtors may need to record additional liabilities subject to compromise. Adjustments arising out of the claims reconciliation process could have a material effect on the consolidated financial statements.

        The Company ceased the recording of interest on liabilities subject to compromise, primarily the senior secured credit facility as of the Petition Date. Contractual interest in excess of reported interest for the period ended December 27, 2013 and for the year ended of December 31, 2012 was $35.1 million and $12.8 million, respectively. These amounts exclude any potential compound or default interest arising from events of default related to the Chapter 11 Proceedings.

F-72

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

3 Chapter 11 Proceedings (Continued)

        Liabilities subject to compromise are as follows (in thousands):

	December 27, 2013		December 31, 2012
Current maturiities of long-term debt	$	273,918	$	273,918
Accrued interest		70,197		70,193
Accounts payable		22,721		7,014
Defined benefit pension plans		—		22,591
Other post retirement benefits		751		2,672
Multiemployer pension withdrawal liabilities		8,163		8,163
Yucaipa management fees		7,449		7,445
Other accrued liabilities		655		680
	$	383,854	$	392,676

Reorganization Expense

        Reorganization items are presented separately in the accompanying consolidated statements of operations and represent expenses identified as directly relating to the Chapter 11 Proceedings. These items are summarized below (in thousands):

	2013		2012
Legal and professional fees	$	17,021	$	7,559
US trustee fees		407		460
Employee retention plan		404		380
	$	17,832	$	8,399

4 Fair Value of Financial Instruments

        The fair value of the cash and cash equivalents, receivables, current maturities of long-term debt and accounts and notes payable are not materially different from their carrying amounts because of the short-term nature of these instruments. The fair value of senior secured credit facilities and liabilities subject to compromise cannot be reliably determined as the amounts that will ultimately be paid out by the Company towards settlement of these liabilities cannot be estimated.

F-73

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

5 Prepayments and Other Current Assets

        Prepayments and other current assets consist of the following (in thousands):

	December 27, 2013		December 31, 2012
Prepaid insurance	$	1,160	$	4,259
Insurance liabilities recoverable		34,126		6,547
Prepaid licenses		405		483
Prepaid taxes		1,308		637
Other		541		1,820
	$	37,540	$	13,746

6 Property and Equipment

        Property and equipment consist of the following (in thousands):

	December 27, 2013			December 31, 2012
Tractors and trailers	$	207,087		$	212,138
Buildings and facilities (including leasehold improvements)		22,461			22,887
Land		10,790			11,421
Furniture, fixtures and equipment		12,202			11,936
Service cars and equipment		2,979			2,624
		255,519			261,006
Less—Accumulated depreciation		(186,389	)		(173,783	)
	$	69,130		$	87,223

        Depreciation expense was $19.1 million for the period ended December 27, 2013 and $21.4 million for the year ended December 31, 2012.

7 Goodwill and Other Intangible Assets

        In connection with the allocation of reorganization value to individual assets and liabilities when the Joint Plan of Reorganization for the 2005 Chapter 11 filling became effective, the Company recorded certain previously unrecorded intangible assets relating to customer relationships, developed technology, trademarks and trade names and allocated the excess of reorganization value over the sum of the individual assets and liabilities to goodwill.

F-74

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

7 Goodwill and Other Intangible Assets (Continued)

Indefinite-lived Intangibles Assets

        The following table presents information on the Company's indefinite-lived intangible assets, including goodwill for the period/year ended December 27, 2013 and December 31, 2012 (in thousands):

	Gross Carrying Amount
December 27, 2013	Allied Automotive Group			Axis Group			Total
Goodwill	$	71,368		$	5,429		$	76,797
Impairment since initial recognition		(71,368	)		—			(71,368	)
Disposal of Axis business unit		—			(349	)		(349	)
Total goodwill		—			5,080			5,080
Trademarks and trade names		13,000			900			13,900
Impairment since initial recognition		(13,000	)		(600	)		(13,600	)
Total trademarks and trade names		—			300			300
Total goodwill, trademarks and trade names	$	—		$	5,380		$	5,380

Goodwill

        For the period ended December 27, 2013 and year ended December 31, 2012, the Company assessed qualitative factors related to goodwill to determine whether it is more likely than not that the fair value of the Axis reporting unit is less than its carrying value as a basis for determining whether or not (more than 50% likelihood) it is necessary to perform the two-step goodwill test. Based on the analysis performed, management concluded a quantitative analysis was not necessary and no impairment loss was recognized by the Company for the period ended December 27, 2013 and year ended December 31, 2012.

Trade Names and Trademarks

        For indefinite-lived intangibles assets, other than Goodwill, ASC 350 requires an entity to determine whether events and circumstances continue to support an indefinite useful life. Management determined that at October 31, 2011, the trademarks and trade names still had an indefinite useful life, and accordingly these assets were tested for impairment as of that date. Fair values were determined based upon the relief from royalty (RFR) method under the income approach for the Axis Group. In connection with this review, no impairment was identified for the year ended December 31, 2011. Due to the immaterial nature of the balance, for the period ended December 27, 2013 and the year ended December 31, 2012, the Company did not perform any new assessments on the trade names or trademarks as no indications of potential impairment was noted.

F-75

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

7 Goodwill and Other Intangible Assets (Continued)

Definite-lived Intangibles Assets

        The following tables present information on the Company's definite-lived intangible assets (in thousands):

	Weighted- average Amortization Period	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
December 27, 2013
Axis Group:
Customer relationships	10 years	$	2,000	$	(1,314	)	$	686
Developed technology	7 years		3,100		(2,911	)		189
	8 years	$	5,100	$	(4,225	)	$	875
December 31, 2012
Axis Group:
Customer relationships	10 years	$	2,000	$	(1,117	)	$	883
Developed technology	7 years		3,100		(2,472	)		628
	8 years	$	5,100	$	(3,589	)	$	1,511

        No charges for impairment of definite-lived intangibles assets were recorded during the period ended December 27, 2013 and the year ended December 31, 2012 for the Axis Group.

        Amortization of definite-lived intangibles was $636,000 for the period ended December 27, 2013 and $643,000 for the year ended December 31, 2012. For intangible assets subject to amortization, expected amortization expense for the next four years is as follows: $389,000 in 2014, $200,000 in 2015, $200,000 in 2016 and $86,000 in 2017.

8 Other Non-current Assets

        Other non-current assets consist of the following (in thousands):

	December 27, 2013		December 31, 2012
Insurance liabilities recoverable	$	—	$	31,285
Deposits with insurance companies		34,975		35,221
Other deposits		2,296		2,294
Notes receivable		—		289
	$	37,271	$	69,089

        Insurance liabilities recoverable as of December 27, 2013 were classified as current assets within the accompanying balance sheets (see Note 5).

F-76

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

9 Accrued Liabilities

        Accrued liabilities consist of the following (in thousands):

	December 27, 2013		December 31, 2012
Wages and benefits	$	8,420	$	10,447
Insurance and claims		12,565		15,635
Accrued interest		562		325
Accrued taxes		968		1,354
Transaction funds received		9,017		—
Other		2,229		1,946
	$	33,761	$	29,707

        Accrued Liabilities includes the receipt of $9.0 million cash proceeds resulting from the sale which were transferred from Jack Cooper to the Company the morning of December 27, 2013.

        Other non-current liabilities consist of the following (in thousands):

	December 27, 2013		December 31, 2012
Income tax liabilities	$	829	$	829
Deferred rent		485		807
	$	1,314	$	1,636

10 Insurance and Claims

Auto insurance

        For the claim year ended December 31, 2012, the Company retains liability for U.S. automobile liability claims for the first $250,000 per occurrence with no aggregate limit. Claim amounts in excess of $250,000 per occurrence are covered by excess insurance. For the claim years 2006 through 2011, the Company retains liability for U.S. automobile liability claims for the first $1.0 million per occurrence with no aggregate limit. Claim amounts in excess of $1.0 million are covered by excess insurance. For years prior to 2006, the Company retained risk within certain limits through high deductibles but has commuted those risks to third-party insurance providers.

        In Canada, the Company retains liability up to USD $250,000 for each auto liability claim, with no aggregate limit. Claim amounts in excess of USD $250,000 are covered by excess insurance.

        The Company retains liability of up to $250,000 for each cargo damage claim in the U.S. and up to USD $250,000 for each cargo damage claim in Canada. There is no aggregate limit. Claim amounts in excess of these amounts are covered by excess insurance.

Workers' compensation

        For certain of its operating subsidiaries, the Company is qualified to self-insure against losses relating to workers' compensation claims in the states of Georgia, Missouri and Ohio. For these states,

F-77

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

10 Insurance and Claims (Continued)

the Company retains respective liabilities of $500,000 in Georgia and Missouri and $350,000 in Ohio with no aggregate limit. Claim amounts in excess of these amounts are covered by excess insurance. Florida was an approved self-insured state until July 1, 2008 when it was placed in the guaranteed cost program. Until July 1, 2008, the self-insured retention for Florida was $400,000 with no aggregate limit.

        In those states where the Company is insured for workers' compensation claims, the majority of the risk in 2013 and 2012 is covered by a fully insured program with no deductible. For prior years, the Company retained risk within certain limits through high deductibles or self insured retentions.

        Claims and insurance liabilities are adjusted periodically, as claims develop, to reflect changes in actuarial estimates based on actual experience. During the period ended December 27, 2013, the estimated ultimate amount of claims from prior years decreased approximately $1.1 million, net of an exchange rate gain of $723,000. During the year ended December 31, 2012, the estimated ultimate amount of claims from prior years decreased approximately $6.7 million, net of an exchange rate loss of $252,000.

        Workers' compensation losses in Canada are covered by government insurance programs to which the Company makes premium payments. In certain provinces, the Company is also subject to retrospective premium adjustments based on actual claims losses compared to expected losses. The Company's liabilities include an estimate of retrospective adjustments based on historical experience and the most recently available actual claims data provided by the government.

        The amounts recognized in the consolidated balance sheets as of December 27, 2013 and December 31, 2012 represent the undiscounted estimated ultimate amount of claims, net of payments made to date, with the amounts further reduced by the remaining fair value adjustment of $722,000 and $878,000 as of December 27, 2013 and December 31, 2012, respectively.

11 Lease Commitments

        The Company leases office space, certain terminal facilities, computer equipment and other equipment under noncancelable operating lease agreements that, as of December 27, 2013, expire at various times through 2026. Rental expense under noncancelable leases was approximately $5.2 million and $5.5 million for the period ended December 27, 2013 and the year ended December 31, 2012, respectively.

        The Company also leases certain terminal facilities and equipment under cancelable leases. The total rental expense under cancelable building and equipment leases was approximately $1.1 million and $1.0 million for the period ended December 27, 2013 and the year ended December 31, 2012, respectively.

        In 2007, the Company entered into a long-term lease agreement with NYC-EDC (the landlord) to operate an auto-marine facility in Brooklyn, NY ("SBMT"). Under the terms of the lease, the landlord was required to complete certain improvements to SBMT, which in turn would trigger an obligation by the Company to expend no less than $5 million on improvements to the facility in the five years following the completion of the landlord work, with no less than $2 million of such expenditures to be made within the first two years. The parties dispute when, if ever, that landlord work was completed,

F-78

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

11 Lease Commitments (Continued)

and are having on-going discussions regarding that issue as well as the amount and timing of the improvement expenditures required of the Company.

        The Company had a services purchase agreement with IBM that was due to expire in 2019 for the outsourcing of technology services. As of December 31, 2012, the purchase commitment over the remaining life of the agreement totaled $32.9 million. In accordance with the Chapter 11 procedures the Company's filed a motion to reject this agreement which was approved with an effective date of December 20, 2013.

        Since December 27, 2013, the Company has terminated all but three operating leases. Future minimum lease commitments for the Company's remaining operating leases with an initial or remaining noncancelable lease term in excess of one year are as follows (in thousands):

	Amount
December 27, 2013
2014	$	2,995
2015		2,939
2016		2,929
2017		2,929
2018		2,929
Thereafter		23,436
Total	$	38,157

12 Debt

        The Company's debt consisted of the following (in thousands):

	December 27, 2013		December 31, 2012
Current liabilities:
Debtor-in-possession credit facility	$	29,000	$	13,000
	$	29,000	$	13,000

Credit Facilities

Debtor-in-Possession Financing

        In connection with the Chapter 11 Proceedings, on June 12, 2012, the Company entered into debtor-in-possession financing (the "Original DIP Facility) of up to $20 million. Yucaipa American Alliance Fund II, LLC served as agents for the lenders, Yucaipa Leveraged Finance, LLC and CB Investments, LLC. The Original DIP Facility provided for aggregate financing of up to $20 million, which primed the senior secured credit facilities. The Original Dip Facility contained provisions that it could be prepaid on any business day in whole or in part, in an aggregate minimum amount of $1,000,000 and at integral multiples of $250,000 in excess of that amount. The Original DIP Facility bore interest at an annual rate of, if a Base Rate Loan, at (A) the greater of (x) three and one-half

F-79

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

12 Debt (Continued)

percent (3.50%) and (y) the Base Rate plus (B) six and one-half percent (6.50%), and if a Eurodollar Rate Loan, at (A) the greater of (x) two and one-half percent (2.50%) and (y) the Adjusted Eurodollar Rate plus (B) seven and one-half percent (7.50%). In addition, the Company was charged a fee of 0.75% on the unused portion of the Original DIP Facility. The Original DIP facility contained customary affirmative and negative financial covenants for debtor-in-possession financing including an adjusted EBITDA minimum, as defined in the agreement, minimum liquidity measures and a limit on capital expenditures.

        On June 21, 2013 a motion was granted for a replacement debtor-in-possession credit facility (New DIP Facility) in an aggregate principal amount not to exceed $33.5 million to refinance in full the Original DIP Facility and on July 1, 2013 the Original DIP Facility was paid in full. The New DIP Facility bore interest at an annual rate of, if a Base Rate Loan, at (A) the greater of (x) three and one-half percent (3.50%) or (y) the Base Rate plus (B) seven and one-half percent (7.50%), and if a Eurodollar Rate Loan, at (A) the greater of (x) two and one-half percent (2.50%) or (y) the Adjusted Eurodollar Rate plus (B) eight and one-half percent (8.50%). In addition, the Company was charged a fee of 0.75% on the unused portion of the revolving credit facility. On December 27, 2013, as part of the Transaction, the New Dip Facility was repaid in full. However, based on presentation of the financial statements excluding the impact of the Transaction, the outstanding New DIP liability is presented within Current Maturities of Long Term Debt.

Senior Secured Credit Facilities

        The Company has a First Lien Facility which was to mature on May 29, 2012 and a Second Lien Facility which was to mature on November 2012.

        The Company was in violation of various covenants (as described below) and worked with its lenders on various financing arrangements, including amendments to existing credit agreements, to resolve these covenant violations. However, the Company was unable to amend the senior secured credit facilities and the lenders terminated their lending commitments and declared the outstanding loans, along with accrued interest, immediately due and payable. Accordingly, the Company has classified its obligations related to the senior secured credit facilities as Liabilities Subject to Compromise as of December 27, 2013 and December 31, 2012.

        As a result of the covenant violations, the Company was required to pay the default rate of interest under the senior secured credit facilities on all outstanding loans. The default rate of interest is 2% over the otherwise applicable rates described below.

        Prior to the covenant violations amounts outstanding under the senior secured credit facilities bore interest at the following annual rates:

•

First Lien Term Facility—At the Company's option, either the Base Rate plus 3.0%, or the Adjusted Eurodollar Rate plus 4.0%;

•

Second Lien Term Facility—At the Company's option, either the Base Rate plus 6.5%, or the Adjusted Eurodollar Rate plus 7.5%;

•

First Lien Revolver—At the Company's option, either the Base Rate plus 1.0%, or the Adjusted Eurodollar Rate plus 2.0%;

•

Un-reimbursed LC Deposit Account—Base Rate plus 1.0%.

F-80

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

12 Debt (Continued)

        In addition, among the fees that the Company is charged under the senior secured credit facilities are the following: (a) a credit fee pursuant to the Letter of Credit Facility equal to the Adjusted Eurodollar Rate plus 4.15% per annum times the average daily amount deposited by the lenders under the Letter of Credit Facility; (b) a commitment fee of 1.75% per annum times the daily average undrawn portion of the First Lien Term Loan Facility; (c) a commitment fee of 0.375% per annum times the daily average undrawn portion of the First Lien Revolver; and (d) a fronting fee under the Letter of Credit Facility of 0.55% of the average daily maximum amount available to be drawn under letters of credit issued under the Letter of Credit Facility.

        The senior secured credit facilities include customary affirmative, negative, and financial covenants binding on the Company, including delivery of financial statements and other reports and maintenance of corporate existence. The negative covenants limit the Company's ability to, among other things, incur debt, incur liens, make investments, sell assets, or declare or pay any dividends on capital stock. The financial covenants included in the senior secured credit facilities limit the amount of annual capital expenditures and set forth a maximum total leverage ratio and minimum interest coverage ratio. In addition, the senior secured credit facilities require mandatory prepayment with the net cash proceeds from certain asset sales, equity offerings, and any insurance proceeds that the Company receives.

        The senior secured credit facilities include customary events of default including events of default related to (i) failure to make payments when due under the senior secured credit facilities, (ii) failure to comply with the financial covenants set forth in the senior secured credit facilities, (iii) defaults under other agreements or instruments of indebtedness, (iv) the granting of certain other super-priority administrative expense claims or non-permitted liens or the invalidity of liens securing the senior secured credit facilities, (v) the stay, amendment or reversal of the bankruptcy court orders approving the debtor-in-possession financing, (vi) the granting of relief from the automatic stay to holders of security interests in assets in the Company with a book value in excess of $1.0 million that would have a material adverse effect on the Company or (vii) a change in control of the Company.

        Obligations under the First Lien Facility are secured by a first priority lien on 100% of the capital stock of the Company's domestic and Canadian subsidiaries, 65% of the capital stock of its direct foreign subsidiaries, all of its current and after-acquired personal and real property and all intercompany debt subject to the Original DIP Facility priming. The Company's First Lien Credit Facility included a provision that allowed the Company's affiliates, including Yucaipa, to become lenders under that agreement but only if they contribute such rights and obligations to the Company in the form of capital contributions. The provision was amended in 2009 to permit the Company's affiliates to be lenders under the agreement, with the same rights as the other first lien lenders, without any requirement to contribute loans or commitments to the Company. After this amendment, Yucaipa acquired a majority of the face value of the obligations outstanding under the Company's Amended First Lien Facility (Note 14, Related party Transactions). In a civil action brought by certain other lenders under the First Lien Facility, a judgment was entered by a New York court declaring this amendment to be ineffective. This judgment was largely affirmed on appeal, except that the appellate court held that there was a disputed issue, not amenable to summary judgment, as to whether one of the first lien lenders, had waived its rights to challenge the validity of this amendment. The New York civil action remains pending, and other litigation is pending between Yucaipa and other lenders under the Company's Amended first Lien Facility.

F-81

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

12 Debt (Continued)

        Obligations under the Second Lien Facility are secured by a second priority lien on 100% of the capital stock of the Company's domestic and Canadian subsidiaries, 65% of the capital stock of its direct foreign subsidiaries, all of its current and after-acquired personal and real property and all intercompany debt subject to the DIP Facility priming. The liens securing the Second Lien Facility have been subordinated to the liens securing the First Lien Facility.

        The senior secured credit facilities and other related amounts are included in liabilities subject to compromise (Note 3, Chapter 11 Proceedings).

13 Employee Benefits

Pension and Other Postretirement Benefit Plans

        During 2013, the Company maintained the Allied Defined Benefit Pension Plan, a trusteed noncontributory defined benefit pension plan for management and office personnel in the U.S., under which benefits were paid to eligible employees upon retirement based primarily on years of service and compensation levels at retirement. Effective April 30, 2002, the Company froze employee years of service and compensation levels in the Allied Defined Benefit Pension Plan. The Company's funding policy was to contribute annually at a rate that was intended to fund past service benefits over a 30-year period.

        The Company also provided certain healthcare and life insurance benefits for eligible U.S. employees who retired prior to July 1, 1993 and their dependents, and for certain U.S. employees participating in the 1999 voluntary early retirement plan. Generally, the healthcare plan paid a stated percentage of most medical expenses reduced for any deductibles and payments by government programs or other group coverage. During 2004, the Company began requiring participants to contribute to the monthly healthcare premiums. The life insurance plan pays a lump-sum death benefit based on the employee's salary at retirement. The Company funded the cost of these premiums as they became due. Employees retiring after July 1, 1993 who are not participants in the 1999 voluntary early retirement plan are not entitled to any postretirement medical or life insurance benefits under this plan.

        In 1997, in connection with the Ryder acquisition, the Company assumed the obligations of a postretirement benefit plan to provide retired employees with certain healthcare and life insurance benefits. Substantially all employees employed at the time of the acquisition and not covered by union-administered medical plans and who had retired as of September 30, 1997 were eligible for these benefits. Benefits were generally provided to qualified retirees over age 65 and eligible dependents. Employees retiring after September 30, 1997 are not entitled to any postretirement medical or life insurance benefits under this plan. Furthermore, in the acquisition the Company assumed postretirement medical and life insurance obligations as negotiated under a collective bargaining agreement with a local union at a certain terminal. The Company also assumed two defined benefit pension plans for employees at the same terminal. During 2013, both of these plans were currently active.

        In 1994, in connection with the acquisition of Auto Haulaway, a Canadian company, the Company assumed the obligations of a postretirement benefit plan to provide certain retired employees with healthcare and life insurance benefits. The benefits were provided in the form of insurance premium

F-82

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

13 Employee Benefits (Continued)

payments for life, medical and dental coverage. This plan has been frozen since July 1, 1995, and as a result, no new retirees are being added to the plan.

        As of May 2012, the Company ceased paying contributions to its three defined-benefit pension plans as the contributions were deemed a pre-petition obligation as a result of the Chapter 11 filing on May 17, 2012. On September 25, 2013 the Debtors entered into agreements with the Pension Benefit Guaranty Corporation ("PBGC") for the "Appointment of Trustee and Termination of Plan" for the three defined-benefit pension plans. Upon signing, these agreements became effective and the Agreements provided that the plans were terminated effective August 22, 2013. The PBGC has asserted a claim of approximately $34 million to the Bankruptcy Court for the amount that the pension plans were underfunded. The Company concluded that additional amounts were not probable of payment and accordingly, no adjustment has been made to amounts already recorded within liabilities subject to compromise.

        A substantial number of the Company's employees were covered by union-sponsored, collectively bargained multi-employer pension plans which are governed by the Multiemployer Pension Plan Amendments Act of 1980 ("MPPAA"). MPPAA provides that if an employer withdraws from participating in a multiemployer plan, the withdrawing employer can be liable for any unfunded vested benefits that are attributed to the employer under applicable rules. During 2012 and 2013, certain multiemployer pension plans asserted that the Debtors had withdrawn, partially or completely, from the plans. The largest of these withdrawal liability claims is a claim by Central States, Southeast and Southwest Areas Pension Fund, which has asserted a claim of $939 million to the Bankruptcy Court for the withdrawal occurring as a consequence of the cessation of covered operations on December 27, 2013. The Company concluded that additional amounts were not probable of payment and accordingly, no adjustment has been made to amounts already recorded within liabilities subject to compromise.

        As of December 31, 2013, the Company terminated the U.S. postretirement medical (including dental and vision) plan. The Company subsequently has paid a monthly subsidy to the remaining retirees equal to the cost of the plan less any retiree contributions to the plan. The Company expects to continue these payments until the Company fully emerges from Chapter 11, at which time the benefits will end. This has been accounted for as a negative plan amendment in the financial statements.

F-83

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

13 Employee Benefits (Continued)

        The change in the projected benefit obligation of the defined benefit pension plans and the other postretirement benefit plans as well as the change in plan assets of the defined benefit pension and other postretirement benefit plans consisted of the following (in thousands):

	Defined Benefit Pension Plans						Other Postretirement Benefit
For the period/year ended	December 27, 2013			December 31, 2012			December 27, 2013			December 31, 2012
Benefit obligation at beginning of period	$	66,001		$	63,435		$	2,674		$	2,719
Interest cost		1,576			2,495			72			89
Participants' contributions		—			—			82			87
Actuarial (gain) loss		(3,099	)		3,766			21			127
Benefits paid		(2,505	)		(3,695	)		(377	)		(380	)
Settlement		(61,973	)		—			(1,676	)
Foreign exchange (gain) loss		—			—			(42	)		32
Benefit obligation at end of period	$	—		$	66,001		$	754		$	2,674
Change in plan assets:
Fair value of plan assets at beginning of period	$	43,410		$	40,195		$	—		$	—
Actual return on plan assets		4,429			5,842			—			—
Employer contributions		—			1,068			295			293
Participants' contributions		—			—			82			87
Assets taken over by PBGC		(45,334	)		—			—			—
Benefits paid		(2,505	)		(3,695	)		(377	)		(380	)
Fair value of plan assets at end of period		—			43,410			—			—
Funded status—deficiency	$	—		$	(22,591	)	$	(754	)	$	(2,674	)
Net liability recognized in the consolidated balance sheet:
Current liabilities	$	—		$	—		$	(230	)	$	(241	)
Non-current liabilities		—			(22,591	)		(524	)		(2,433	)
Total	$	—		$	(22,591	)	$	(754	)	$	(2,674	)

        The accumulated benefit obligation for the defined benefit pension plans was the same as the projected benefit obligation at December 31, 2012.

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Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

13 Employee Benefits (Continued)

        The amounts recognized in other comprehensive loss were as follows (in thousands):

	Defined Benefit Pension Plans			Other Postretirement Benefit Plans			Total
For the period ended December 27, 2013
Net actuarial losses (gains):
Arising during the period	$	(5,588	)	$	17		$	(5,571	)
Reclassified to net periodic cost		(1,556	)		—			(1,556	)
Plan termination		(17,827	)		(1,676	)		(19,503	)
	$	(24,971	)	$	(1,659	)	$	(26,630	)
For the year ended December 31, 2012
Net actuarial losses (gains):
Arising during the period	$	633		$	127		$	760
Reclassified to net periodic cost		(2,196	)		175			(2,021	)
	$	(1,563	)	$	302		$	(1,261	)

        The amounts included in accumulated other comprehensive loss that has not been recognized in net periodic benefit cost are as follows (in thousands):

	Defined Benefit Pension Plans		Other Postretirement Benefit Plans			Total
For the period ended December 27, 2013
Net actuarial losses (gains)	$	—	$	(3,077	)	$	(3,077	)
For the year ended December 31, 2012
Net actuarial losses (gains)	$	24,971	$	(1,542	)	$	23,429

        The amounts included in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost are as follows (in thousands):

	Defined Benefit Pension Plans		Other Postretirement Benefit Plans			Total
For the period ended December 27, 2013
Amortization of net actuarial losses (gains)	$	—	$	(284	)	$	(284	)
For the year ended December 31, 2012
Amortization of net actuarial losses (gains)	$	1,981	$	(119	)	$	1,862

F-85

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

13 Employee Benefits (Continued)

        Pension and postretirement benefits expected to be paid for the next five years and the aggregate amounts expected to be paid for the five fiscal years thereafter are given in the table below (thousands):

	Defined Benefit Pension Plans		Other Postretirement Benefit Plans
For the period ended December 27, 2013:
2014	$	—	$	230,000
2015		—		64,000
2016		—		61,000
2017		—		58,000
2018		—		55,000
2019 - 2022		—		223,000

        The following assumptions were used in determining the actuarial present value of the projected pension benefit obligation and postretirement benefit obligation:

	Defined Benefit Pension Plans					Other Postretirement Benefit
	December 27, 2013		December 31, 2012			December 27, 2013			December 31, 2012
Weighted-average discount rate		N/A		3.51	%		2.75	%		2.71	%
Weighted-average rate of compensation increase		N/A		N/A			N/A			N/A

        The following assumptions were used in determining the net periodic benefit cost:

	Defined Benefit Pension Plans						Other Postretirement Benefit
	December 27, 2013			December 31, 2012			December 27, 2013			December 31, 2012
Weighted-average discount rate		3.51	%		4.05	%		2.71	%		3.50	%
Weighted-average expected long-term rate of return on assets		7.00	%		7.00	%		N/A			N/A
Weighted-average rate of compensation increase		N/A			N/A			N/A			N/A

        To develop the expected long-term rate of return on assets, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. The discount rates at December 27, 2013 and December 31, 2012 were based on plan specific yield curve analyses.

F-86

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

13 Employee Benefits (Continued)

        The net periodic benefit cost recognized for the defined benefit pension plans and the other postretirement benefit plans for the period ended December 27, 2013 and December 31, 2013 includes the following components (in thousands):

	Defined Benefit Pension Plans						Other Postretirement Benefit
	December 27, 2013			December 31, 2012			December 27, 2013			December 31, 2012
Components of net periodic benefit cost:
Interest cost	$	1,576		$	2,495		$	72		$	89
Expected return on plan assets		(1,939	)		(2,708	)		—			—
Amortization of unrecognized net actuarial(gain) loss		1,556			2,195			(124	)		(176	)
Other comprehensive loss		(16,639	)		—			—			—
Total	$	(15,446	)	$	1,982		$	(52	)	$	(87	)

        The Company's investment strategy for the plans was to maximize the long-term rate of return on plan assets within an acceptable level of risk in order to secure its obligation to pay benefits to qualifying participants while minimizing and stabilizing expense and contributions. The asset allocation for each plan was reviewed periodically for balancing of the asset mix within predetermined ranges by asset category. Risk was managed for each plan through these predetermined ranges by asset category, diversification of asset classes, periodic review of the investment policies and monitoring of fund managers for compliance with policies and performance as compared to a benchmark portfolio. Accordingly, the plan assets were invested in high quality fixed income and equity funds at the time the assets were taken over by the PBGC on September 25, 2013.

        The weighted-average asset allocation of the pension plan assets at December 31, 2012 is as follows:

	Target Allocations			Actual Allocations
Cash		0	%		1	%
Fixed income		30	%		24	%
Core equity		35	%		35	%
Real estate investment trust		10	%		10	%
Small cap		15	%		15	%
International equity		10	%		15	%
Total		100	%		100	%

        The following table presents the pension plan assets (in thousands) using the fair value hierarchy as of December 31, 2012. The fair value hierarchy has three levels based on the reliability of the inputs

F-87

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

13 Employee Benefits (Continued)

used to determine fair value. See Note 2 for a brief description of the three levels under the fair value hierarchy.

	Total		Based on Quoted Prices in Active Markets for Identical Assets (Level 1)		Based on Significant Other Observable Inputs (Level 2)		Based on Significant Unobservable Inputs (Level 3)
Cash	$	421	$	421	$	—	$	—
Fixed income		10,208		—		10,208		—
Core equity		15,169		—		15,169		—
Real estate investment trust		4,399		—		4,399		—
Small cap		6,563		—		6,563		—
International equity		6,651		—		6,651		—
Total	$	43,411	$	421	$	42,990	$	—

Multiemployer Pension Plans

        A substantial number of the Company's employees are covered by union-sponsored, collectively bargained, multiemployer pension plans. The Company contributed and charged to expense approximately $19.7 million and $15.2 million for the period ended December 27, 2013 and the year ended December 31, 2012, respectively, for such plans. These contributions are determined in accordance with the provisions of negotiated labor contracts and are generally based on the number of hours worked. In the event the Company reduces the level of participation in any of these plans, it could incur a withdrawal liability for a portion of the unfunded vested benefit obligation of the plan, if any. If a withdrawal were to occur, the liability would be the actuarially determined unfunded obligation based on factors at the end of the plan year immediately preceding the date of withdrawal. Five multiemployer pension plans have asserted that the Company triggered a partial withdrawal due to the reduction in operations in 2011 and 2012 and a complete withdrawal in 2013 due to the cessation of its auto transport operations as a result of the sale of substantially all of the Company's assets on December 27, 2013 (See Note 18).

        A substantial number of the Company's employees are covered by union-sponsored, collectively bargained, multiemployer health and welfare benefit plans. The Company contributed and charged to expense approximately $14.9 million and $13.1 million for the period ended December 27, 2013 and for the year ended December 31, 2012, respectively, in connection with these plans. These required contributions are determined in accordance with the provisions of negotiated labor contracts.

401(k) Plan

        The Company has a 401(k) plan covering all of its employees in the U.S. No contributions other than employee deferrals from their pay were paid by the Company for the period ended December 27, 2013 and the year ended December 31, 2012. Administrative expenses for the 401(k) plan for the period ended December 27, 2013 and the year ended December 31, 2012 were paid by the 401(k) plan.

F-88

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

14 Related-party Transactions

        The Company has a management agreement with Yucaipa to provide various services for a fee of $1.5 million per year. For the year ended December 31, 2012 these fees were included in other operating expenses in the accompanying consolidated statements of operations. As of December 27, 2013 and December 31, 2012, $7.4 million of accrued management fees to Yucaipa is included in liabilities subject to compromise.

        The Company's First Lien Facility included a provision that prohibited the Company or its affiliates, including Yucaipa, from becoming lenders under that agreement. The Company and its lenders amended the First Lien Facility to permit Yucaipa to acquire up to $50 million face value of the First Lien Facility but not to exceed 25% of the face amount then outstanding. Further, Yucaipa is permitted to contribute the debt to the Company as a capital contribution. In addition, the amendment requires that 50% of any debt purchased by Yucaipa must be converted to preferred stock of the Company within ten days of said purchase and also requires Yucaipa to waive voting rights and otherwise limit its rights as a lender under the First Lien Facility.

        On August 21, 2009, the Company and its lenders further amended the First Lien Facility to (1) remove any limit on the amount of First Lien debt Yucaipa is permitted to buy and hold, and (2) remove the requirement that Yucaipa contribute 50% of any acquired First Lien debt to the Company as a capital contribution. Subsequently, Yucaipa purchased a majority of the face value of the obligations outstanding under the Company's Amended First Lien Facility. As of December 27, 2013 and December 31, 2012, Yucaipa holds 56.8% of the face value of the Company's senior secured credit facilities.

        For the year ended December 31, 2012 the Company expensed $6.3 million of interest cost relating to the term loans acquired by Yucaipa. The Company ceased accruing interest on these loans as of the petition date. An accrual for interest on the term loans acquired by Yucaipa of $38.1 million is included in liabilities subject to compromise as of December 27, 2013 and December 31, 2012 (Note 12, Debt).

15 Income Taxes

        The following summarizes the components of the income tax expense (in thousands):

For the period/year ended	December 27, 2013			December 31, 2012
Current:
Federal	$	—		$	—
State		101			12
Foreign		811			391
Deferred:
Federal		(3,823	)		4
State		(335	)		1
Foreign		—			—
Total income tax (benefit) expense	$	(3,246	)	$	408

F-89

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

15 Income Taxes (Continued)

        The income tax expense in the accompanying consolidated statements of operations differed from the amount computed by applying the statutory rate to the reported loss before income taxes primarily due to the net effects of the valuation allowance, nondeductible expenses, and state income taxes. Additionally, the income tax provision for the period ended December 27, 2013 does not include any impact from gains or losses attributable to the sale of substantially all of the Company's assets in the Jack Cooper Transaction at midnight on December 27, 2013 (See Note 2).

        The Company's total deferred tax assets, deferred tax liabilities, and valuation allowance as of December 27, 2013 and December 31, 2012 are as follows (in thousands):

	December 27, 2013			December 31, 2012
Deferred tax assets	$	161,713		$	162,444
Valuation allowance		(141,033	)		(143,384	)
Deferred tax liabilities		(20,680	)		(23,218	)
Net deferred tax liabilities	$	—		$	(4,158	)

        The significant components of the Company's deferred tax assets and liabilities include net operating loss carryforwards, fixed assets, insurance reserves, and pension liabilities. At December 27, 2013 and December 31, 2012, the Company had U.S. federal net operating loss carryforwards of $354.1 million and $337.5 million, respectively that expire between 2021 and 2033. Included in the federal loss carryforwards are the federal taxable losses related to the Company's Canadian operations, whose income and losses are included in the U.S tax return as well as in the Canadian tax returns. The net operating loss carryforwards for Canadian tax filing purposes at December 27, 2013 and December 31, 2012, total CDN $26.7 million and $30.0 million, respectively and expire between 2015 and 2032. In addition, at December 27, 2013 and December 31, 2012, $3.8 million and $4.6 million, respectively of foreign tax credit carryovers that will expire between 2014 and 2017 are available to reduce future income taxes.

        In 2007, the Company realized a change in ownership under the provisions of IRC Section 382 of the Internal Revenue Code. As a result, the amount of its net operating loss carryforwards that can be utilized each year will be limited. The Company has not undergone a complete IRC Section 382 analysis to determine the amount of the annual net operating loss limitation. Given the Company's current tax posture, such analysis will be performed as the Company projects utilization of net operating losses.

        The net change in the valuation allowance for the period ended December 27, 2013 and year ended December 31, 2012, was a decrease of $2.3 million and an increase of $12.0 million, respectively. The change in the valuation allowance for the period ended December 27, 2013 and the year ended December 31, 2012 includes an increase of $10.9 million and $17.8 million related to the net loss recorded for the year and a decrease of $13.2 million and an increase of $0.1 million related to changes in deferred tax assets through accumulated other comprehensive loss, respectively. Management concluded that at December 27, 2013, the Company continues to require a valuation allowance against all deferred tax assets since it concluded, after considering all sources of taxable income, that it is more likely than not that the deferred tax assets will not be realized. In its evaluation of the need for a

F-90

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

15 Income Taxes (Continued)

valuation allowance, the Company considered all sources of taxable income, including currently available tax-planning strategies, if any.

        At December 27, 2013 and December 31, 2012, the Company accrued $0.4 million and $0.4 million in the accompanying consolidated balance sheets related to interest and penalties for uncertain tax positions, respectively.

        The Company files income tax returns in the U.S. federal jurisdiction, Canada, Mexico and in various state and provincial jurisdictions. Tax years 2010 through 2012 remain subject to examination for federal, state and provincial jurisdictions.

16 Commitments and Contingencies

Litigation, Claims, and Assessments

        The Company is involved in various litigation and environmental matters relating to employment practices, automobile liability, general liability, and other matters arising from operations in the ordinary course of business. In management's opinion, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position.

        On November 13, 2009, the Company and Yucaipa, for the benefit of the Company and other participating financial institutions in the Senior Secured Credit Facilities, filed a lawsuit in the Superior court of Fulton County, Georgia against The CIT Group/ Business Credit, Inc. (CIT) for failure to properly perform its duties in the capacity of Administrative and Collateral Agent in the best interest of all parties involved. On or about December 21, 2009, CIT filed a counterclaim against the Company, claiming the Fourth Amendment to the First Lien Credit Facility is ineffective. On December 5, 2011, the parties to the CIT litigation settled all claims. Pursuant to the settlement, (1) all parties released all claims asserted in or related to the litigation and dismissed the litigation with prejudice; (2) CIT acknowledged the validity of the Fourth Amendment to the First Lien Credit Facility and the validity of Yucaipa's ownership of a majority of the first lien debt; (3) the Company and Yucaipa agreed not to contest the priority of CIT's revolver in the event of a liquidation; and (4) the Company agreed to direct a $16.9 million reduction in the Company's Letter of Credit Commitments Facility, with the proceeds distributed pro-rata to the first lien lenders.

        During March 2011, the Company approached substantially all of its customers for rate increases as current rate levels were not sustainable and did not cover current operating costs. GM, Chrysler, Toyota and Honda in the US refused to accept the rate increases and consequently, the company made the decision to discontinue providing car hauling services to these companies. Three of the customers (Chrysler, Toyota and GM) claim the Company's actions constituted a breach of the agreements then in effect. GM has filed suit against Allied, seeking, inter alia, damages for breach of the carriage contracts. Allied disputes these claims, and has counter-sued. Chrysler has filed suit against Allied seeking the return of Chrysler vehicles in Allied's possession. The vehicles have been returned to Chrysler and Allied disputes any further obligation to Chrysler. Chrysler has threatened to amend the lawsuit to include claims against Allied for breach of the carriage contracts as a result of Allied's termination of services, but has not filed any such amendment to its Complaint to date.

F-91

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

16 Commitments and Contingencies (Continued)

        On February 1, 2013, the Unsecured Creditor's Committee in the Company's bankruptcy filed an adversary proceeding against Yucaipa and certain current and former members of the Company's Board of Directors. The complaint seeks, inter alia, equitable subordination and/or re-characterization of the first lien debt held by Yucaipa, specific enforcement of the Third Amendment to the First Lien Credit Facility, disallowance of certain claims, and recovery of allegedly avoidable transfers. The complaint also asserts claims for breach of fiduciary duty and aiding and abetting breaches of fiduciary duties. Certain of the claims were brought in a derivative capacity on behalf of the Company. The outcome of the litigation is not expected to have a material adverse impact on the estate, but could result in a material reduction in the Company's obligations under the First Lien Credit Facility.

        As part of the previously disclosed settlement agreement with Ryder System, Inc. (Ryder), the Company issued a letter of credit in favor of Ryder. The letter of credit issued to Ryder expired during 2009 and the $7.5 million was drawn down. Ryder may only use these funds if the Company fails to pay workers' compensation and liability claims assumed by the Company in the Ryder Automotive Carrier Group acquisition.

Employment Agreements

        The Company entered into employment agreements with certain executive officers of the Company. The agreements provided for compensation to the officers in the form of annual base salaries and were for one-year terms that renewed automatically unless either party gave the required notice before the end of the then current term. In addition, the Company entered into an employment agreement with its President and Chief Executive Officer (CEO) that became effective on June 1, 2007 and was amended several times. Among other provisions, this agreement included provisions for a sign-on bonus, annual base salary, an annual performance-based bonus, options to acquire 300,000 shares of Company common stock at an exercise price of $18.30 and reimbursement of relocation and temporary living expenses. Each of the employment agreements provided for severance benefits based upon the occurrence of certain events as defined in the agreements. On January 7, 2014, the Company filed a motion in the U.S. Bankruptcy Court for the District of Delaware seeking to reject most of its employment agreements nunc pro tunc to January 1, 2014. The motion contemplates rejection of all of the employment agreements for employees still actively employed by the Company on or after December 27, 2013. The Company does not intend to honor the severance obligations contained in the agreements. The Company entered into Retention Incentive Agreements with key employees, under which the employees would be compensated in the event of a change of control occurring prior to January 1, 2014. To the extent the Jack Cooper Transaction triggered an obligation of the Company under these agreements, the Company does not intend to honor those obligations.

Collective Bargaining Agreements

        Employees of the Company's subsidiary, Allied Systems Ltd., which represents approximately 80% of its U.S. employees, are covered by the National Master Automobile Transporters Agreement (Master Agreement) with the Teamsters in the U.S. The Master Agreement with these employees commenced on June 1, 2011 and is scheduled to expire on August 31, 2015. The Company negotiates renewals to the Master Agreement through an industry-wide bargaining group called the National Automobile Transporters Labor Division (NATLD).

F-92

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

16 Commitments and Contingencies (Continued)

        Allied Systems, Ltd. is covered by work preservation provisions in the Master Agreement mandate that no carhaul work be performed by employees who are not members of the IBT. In addition, Allied Automotive Group, Inc. has agreed to similar restrictions contained in a separate Work Preservation Agreement. However, Allied Systems Holdings, Inc. has refused to sign a new Work Preservation Agreement or renew the prior Ultimate Parent Work Preservation Agreement. On October 16, 2012, the IBT filed an Unfair Labor Practice Charge ("ULP") against Allied Systems, Ltd., Allied Automotive Group, Transport Support, Inc., and Allied Systems Holdings, Inc. asserting that all of them were bound to the Work Preservation Agreement. Allied countered with two ULPs against the union. All three ULPs were dismissed on January 31, 2013.

        The Company's Collective Bargaining Agreement ("CBA") with the Canadian Auto Workers in Ontario and Quebec expires January 10, 2014. All of the Company's other CBAs in Canada expired on or prior to December 31, 2012.

17 Stockholders' Equity

        On May 29, 2007, the effective date of the Company's Joint Plan of Reorganization arising from the Company's Chapter 11 filing on July 31, 2005, the authorized capital stock of the Company became 100 million shares of common stock, par value $0.01 per share, and 10 million shares of preferred stock, par value $0.01 per share.

        The Company commenced the issuance of shares of new common stock pursuant to the Joint Plan of Reorganization as of the Effective Date. The new common stock was subject to the terms of the Amended Certificate of Incorporation (the New Certificate), which superseded the previous certificate of incorporation. The Joint Plan contemplated the issuance of 10 million shares of common stock to holders of allowed general, unsecured claims.

Other Comprehensive Loss

        Accumulated other comprehensive loss consists of the following (in thousands):

	December 27, 2013			December 31, 2012
Foreign currency translation adjustment	$	669		$	7,926
Pension and other postretirement benefit plan adjustments		(3,098	)		23,428
Accumulated other comprehensive loss(gain)	$	(2,429	)	$	31,354

        The increase in the valuation allowance for deferred income taxes for the period ended December 27, 2013 and the year ended December 31, 2012 included a decrease of $13.2 million and $0.1 million related to increases in deferred tax assets through accumulated other comprehensive loss, respectively.

        On June 1, 2007, the Company granted its CEO the equivalent of options to acquire 300,000 shares of common stock at an exercise price of $18.30 and in July 2007 granted options to acquire an aggregate of 500,000 shares of the Company's common stock to four other executive officers under the same terms as the options granted to its CEO. These awards vested over five years, 20% per year on

F-93

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

17 Stockholders' Equity (Continued)

the anniversary of the grant date, and expire after ten years. The fair value of these stock options was determined at the grant date using the Black-Scholes-Merton option pricing model.

        The options granted to two of these executive officers to acquire 150,000 shares each of common stock were forfeited in January and July 2008 on the termination of their employment. For the period ended December 27, 2013 and the year ended December 31, 2012, the Company recognized compensation expense related to these awards of $0 and $274,000, respectively, based on a grant date fair value of $6.09 per option. At December 27, 2013 and December 31, 2012, all stock options were fully vested and there was no unrecognized compensation expense. No stock options were granted during the period ended December 27, 2013 and the year ended December 31, 2012.

        As of December 27, 2013, the weighted average exercise price is $18.30 and the average remaining term is 3.45 years of the vested, exercisable and outstanding of 500,000 shares.

        The options had no intrinsic value at December 27, 2013 and December 31, 2012 since the respective exercise price of all options exceeded the market value of a share of the Company's common stock. There were no stock option exercises during the period ended December 27, 2013 or the year ended December 31, 2012.

        The agreements governing the Company's senior secured credit facilities each contain covenants restricting the Company's ability to pay dividends on its common stock (See note 12). No cash dividends were declared or paid during the period ended December 27, 2013 or the year ended December 31, 2012.

18 Subsequent Events

        The Company discloses material events that occur after the balance sheet date but before the consolidated financials are issued. In general, these events are recognized in the consolidated financial statements if the condition existed at the date of the balance sheet, but are not recognized if the condition did not exist at the balance sheet date. The Company discloses non-recognized events if required to keep the consolidated financial statements from being misleading. Management evaluated events occurring subsequent to December 27, 2013 through July 31, 2014, the date the consolidated financial statements were available for issuance.

Asset purchase agreements and remaining operations

        On September 13, 2013, the Company entered into an asset purchase agreement with Jack Cooper Holdings, Corp. ("Jack Cooper") for the sale of substantially all of the Company's assets (the "Jack Cooper Transaction"), which transaction successfully closed on December 27, 2013. The Company terminated all of its employees on or before December 31, 2013, the majority of whom immediately obtained employment with affiliates of Jack Cooper.

        On October 9, 2013, the Company entered into an asset purchase agreement (the "SBDRE Purchase Agreement") with SBDRE LLC, an acquisition entity formed by Black Diamond Commercial Finance, L.L.C. and Spectrum Commercial Finance, L.L.C. as co-Administrative Agents under the Amended and Restated First Lien Secured Super Priority Debtor-in-Possession and Exit Credit and Guaranty Agreement, dated May 15, 2007. Under the SBDRE Purchase Agreement, the Company

F-94

Allied Systems Holdings, Inc.

Notes to consolidated financial statements (Continued)

(dollars in thousands)

18 Subsequent Events (Continued)

agreed to sell SBDRE LLC certain assets that had been excluded from the Jack Cooper Transaction. The SBDRE Purchase Agreement was to close by December 31, 2013, but, by agreement, the outside closing date was extended to June 30, 2014.

        On March 21, 2014, the Company sold certain equipment to ATC Transportation LLC, a third party designated by SBDRE LLC under the SBDRE Purchase Agreement. On June 12, 2014, the Company sold certain owned real properties to affiliates of SBDRE LLC designated by SBDRE LLC under the SBDRE Purchase Agreement. On May 14, 2014, SBDRE LLC and the Company entered into a purchase agreement (the "SMBT Purchase Agreement") with a third party pursuant to which it was contemplated that SBDRE LLC would assign to such third party its rights under the SBDRE Purchase Agreement to assume the Company's lease (the "SBMT Lease") of the South Brooklyn Marine Terminal and to purchase related assets. The third party purported to terminate the SBMT Purchase Agreement as of June 30, 2014. The Company, with the consent of SBDRE LLC, thereupon rejected and terminated the SBMT Lease as of June 30, 2014.

        As of the date of issuance of these financial statements, the Company has sold all remaining owned real properties with the exception of three properties, and has rejected, terminated, or assigned all real estate leases except a lease of property in Walkertown, North Carolina and except a short-term operating lease entered in April 2014 for office space.

        The Company has substantially ceased business operations with the exception of providing services to Jack Cooper under a transition services agreement. A wind-down officer has been appointed to determine the appropriate course of action for the disposition of the remaining assets of the Company and for the resolution of the Company's obligations.

Postretirement and other benefit plans

        As of December 27, 2013, the Company's Canadian postretirement plan was transferred to Jack Cooper as part of the Jack Cooper sale transaction. As of December 31, 2013, the Company terminated all other benefit plans including the Allied 401(k) Retirement Plan, the Allied employee Benefit Plan and the Allied Health Care Spending Account Plan.

F-95

$375,000,000

JACK COOPER HOLDINGS CORP.

Offer to exchange all outstanding
$375,000,000 principal amount of
9.25% Senior Secured Notes due 2020

for

$375,000,000 principal amount of
9.25% Senior Secured Notes due 2020
registered under the Securities Act of 1933

PROSPECTUS

                        , 2016

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

        The following summary is qualified in its entirety by reference to the complete text of the statutes referred to below and the certificates and articles of incorporation or organization, certificates of formation, bylaws and operating agreements, each as amended, and any other contractual agreements referred to below in reference to Jack Cooper Holdings Corp. and the additional registrants.

Jack Cooper Holdings Corp.

        We are incorporated under the laws of the State of Delaware. Our certificate of incorporation provides that, except to the extent prohibited by the Delaware General Corporation Law, as amended, or the DGCL, our directors shall not be personally liable to the Company or its stockholders for monetary damages for any breach of fiduciary duty as directors of the company. Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for breaches of the director's fiduciary duty of care, provided that this 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) arising under Section 174 of the DGCL, which provides for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions or (4) for any transaction from which the director derived an improper personal benefit. In appropriate circumstances, equitable remedies such as injunctive or other forms of nonmonetary relief will remain available. This provision also does not affect the directors' responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

        Section 145 of the DGCL empowers a corporation to indemnify its directors and officers and to purchase and maintain insurance with respect to liability incurred by or arising out of their capacity or status as directors and officers, whether or not the corporation could indemnify such person against liability under section 145 (subject to certain limitations). The DGCL further provides that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation's bylaws, any agreement, vote of stockholders, or otherwise.

        Our certificate of incorporation eliminates the personal liability of directors to the fullest extent permitted by the DGCL and provides that we shall indemnify to the fullest extent permitted by law any person made or threatened to be made party to an action or proceeding by reason of the fact that he is a director or officer of the Company or serves any other enterprise as a director, officer or agent at the request of the Company, provided, however, that, except for proceedings to enforce rights to indemnification, we are not obligated to indemnify any officer in connection with a proceeding initiated by such person unless such proceeding was authorized or consented to by the board of directors. The right to indemnification is a contract right and includes the right to be paid by the Company advanced expenses as allowed by applicable law.

        Article VIII of our bylaws also provides for the indemnification of the directors and officers to the fullest extent permitted by DGCL. Such indemnification extends to each person, heir, executor or administrator of such person, who was or is a party, threatened to be made a party to, or involved in any threatened, pending, or completed action, suit or proceeding, including civil, criminal, administrative or investigative, by reason that such person is or was a director, officer or employee of the Company, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Such indemnification is a contract right that includes the right to be paid by the Company expenses, including attorney fees, incurred in connection with any such suit or proceeding in advance of its final disposition to the fullest extent permitted by law. Further, we may, to the extent authorized by the

board of directors, grant rights to indemnification and to the advancement of expenses to any agent of the company to the fullest extent of the provisions of our bylaws.

        We maintain liability insurance for our officers and directors. Further, we have entered into indemnity agreements with each of our current directors and certain of our officers to give these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our certificate of incorporation and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving any director, officer, employee or agent as to which indemnification will be required or permitted under our certificate of incorporation or our bylaws, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

Subsidiary Guarantors

Delaware Corporations

        Jack Cooper Transport Company, Inc., Auto Handling Corporation, Jack Cooper Specialized Transport, Inc., Axis Logistic Services, Inc., Jack Cooper CT Services, Inc. and Jack Cooper Rail and Shuttle, Inc. are Delaware corporations. The indemnification provisions of the DGCL described in "—Jack Cooper Holdings Corp." above also apply to the directors and officers of these companies.

Jack Cooper Transport Company, Inc.

        The articles of incorporation of Jack Cooper Transport Company, Inc., as amended, provide that no director shall be liable to the company or its stockholders for any breach of a fiduciary duty as a director, except that the director may be liable for any of the following: (i) any breach of the director's duty of loyalty to the company or its stockholders, (ii) any act or omission not in good faith or which involved intentional misconduct or knowing violation of law, (iii) any act pursuant to Section 174 of the DGCL regarding unlawful payments of dividends, or (iv) any transaction from which the director derived a personal benefit.

        The amended and restated bylaws of Jack Cooper Transport Company, Inc. contain substantially similar indemnification provisions as the bylaws of Jack Cooper Holdings Corp. described above.

Auto Handling Corporation

        The articles of incorporation of Auto Handling Corporation provide that the company shall indemnify any and all of its officers or directors or former directors or officers or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action in which they are made a party to by reason of being directors or officers of the company or of such other companies, except in relation to matters as to which any such director or officer shall be adjudged to be liable for negligence or misconduct in the performance of duty.

        The amended and restated bylaws of Auto Handling Corporation contain substantially similar indemnification provisions as the bylaws of Jack Cooper Holdings Corp. described above.

Jack Cooper Specialized Transport, Inc.

        The certificate of incorporation of Jack Cooper Specialized Transport, Inc. provides substantially similar indemnification provisions as the articles of incorporation of Jack Cooper Holdings Corp. described above. The certificate of incorporation also eliminates the personal liability of directors to the fullest extent permitted by the DGCL.

        The bylaws of Jack Cooper Specialized Transport, Inc. contain substantially similar indemnification provisions as the bylaws of Jack Cooper Holdings Corp. described above.

Axis Logistics Services, Inc.

        The articles of incorporation of Axis Logistics Services, Inc. contain substantially similar indemnification provisions as the articles of incorporation of Jack Cooper Holdings Corp. described above. The articles also eliminate the personal liability of directors to the fullest extent permitted by the DGCL.

        The bylaws of Axis Logistic Services, Inc. contain substantially similar indemnification provisions as the bylaws of Jack Cooper Holdings Corp. described above.

Jack Cooper CT Services, Inc.

        The articles of incorporation of Jack Cooper CT Services, Inc. contain substantially similar indemnification provisions as the articles of incorporation of Jack Cooper Holdings Corp. described above. The articles also eliminate the personal liability of directors to the fullest extent permitted by the DGCL.

        The bylaws of Jack Cooper CT Services, Inc. contain substantially similar indemnification provisions as the bylaws of Jack Cooper Holdings Corp. described above.

Jack Cooper Rail and Shuttle, Inc.

        The articles of incorporation of Jack Cooper Rail and Shuttle, Inc. contain substantially similar indemnification provisions as the articles of incorporation of Jack Cooper Holdings Corp. described above. The articles also eliminate the personal liability of directors to the fullest extent permitted by the DGCL.

        The bylaws of Jack Cooper Rail and Shuttle, Inc. contain substantially similar indemnification provisions as the bylaws of Jack Cooper Holdings Corp. described above.

Delaware Limited Liability Company

        Jack Cooper Logistics LLC is a Delaware limited liability company.

        Section 18-108 of the Delaware Limited Liability Company Act, or the Act, provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

        The operating agreement of Jack Cooper Logistics LLC provides that no director or officer shall be obligated personally for any debt, obligation or liability of the company or of any member solely by reason of being or acting as director or officer of the company. No director or officer shall be personally liable to the company or its members (a) for acting in good faith reliance on the provisions of the operating agreement; (b) for acting in good faith and in a manner the director or officer reasonably believed to be in or not opposed to the best interests of the company; or (c) for breach of any fiduciary or other duty that does not involve acts or omissions not in good faith or which does not involve gross negligence or intentional misconduct.

        Article VII of the operating agreement also provides that the company shall indemnify, to the fullest extent permitted by the Act, any person who is a party or threatened to be made a party to a proceeding (other than by or in the right of the company) by reason of the fact that he is or was a director or officer of the company, or is serving at the request of the company as a director or officer of another enterprise, against expenses paid in settlement incurred by such person in connection with such proceeding if he acted in good faith and in a manner he reasonably believed to be in the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

        In the event of a proceeding by or in the right of the company to procure a judgment in its favor, the company will indemnify any person party to such proceeding by reason of the fact that he is or was a director or officer of the company if he acted in good faith and in a manner he reasonably believed

to be in the best interests of the company. However, no indemnification shall be made in respect of any claim or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the company unless, and only to the extent that, the court in which such action or suit is brought shall determine that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

        The operating agreement also provides that expenses incurred in defending a proceeding will be paid by the company in advance of the final disposition of such proceeding and, in the case of advancement for expenses incurred in defending a civil or criminal action, suit or proceeding by or in the right of the company to procure a judgment in its favor, only as authorized by the board and upon receipt of an undertaking.

Missouri Corporation

        Pacific Motor Trucking Company is a Missouri corporation. Sections 351.355 (1) and (2) of the Missouri General Business and Corporation Law, or the MGBCL, provide that a corporation may indemnify any person 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 the fact that he or she 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 corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually or reasonably incurred by him in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

        Notwithstanding the foregoing, in the case of an action or suit by or in the right of the corporation, no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses which the court shall deem proper.

        The articles of incorporation of Pacific Motor Trucking Company are silent on the issue of indemnification.

        The bylaws of Pacific Motor Trucking Company provide that the corporation may indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative, other than in the action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee, agent of the corporation or voting trustee against expenses actually and reasonably incurred by such person in connection with such action or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

        The corporation may also indemnify any person who was or is a party or is threatened to be made a party to a proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is a director, officer, employee or agent of the corporation if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the corporation unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to

indemnity for such expenses which the court shall deem proper. To the extent that a director, officer, employee or agent has been successful on the merits or otherwise in the defense of any proceeding described above, such person shall be indemnified against expenses reasonably incurred by such person in connection with such proceeding. Any indemnification, unless ordered by the court, shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification is proper in the circumstances. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding or (ii) if such quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the shareholders. Expenses incurred in defending a proceeding may be paid by the corporation in advance of the final disposition of such proceeding as authorized by the board of directors upon receipt of an undertaking by or behalf of the director, officer, employee or agent to repay such amount unless it is ultimately determine that such person is entitled to be indemnified by the corporation.

New Jersey Corporation

        Auto Export Shipping, Inc. is incorporated under the laws of New Jersey. Section 14A:3-5 of the New Jersey Business Corporation Act authorizes a corporation to indemnify a corporate agent against expenses and liability in connection with any proceeding involving the corporate agent by reason of him being or having been a corporate agent, if such corporate agent (i) acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe such corporate agent's conduct was unlawful. Corporate agent means any person who is or was a director, officer, employee or agent of the indemnifying corporation or of any constituent corporation absorbed by the indemnifying corporation in a consolidation or merger and any such person who is serving as such at the request of the indemnifying corporation. Expenses incurred by a corporate agent in connection with a proceeding may be paid by the corporation in advance of the final disposition of the proceeding as authorized by the board of directors upon receipt of an undertaking by or on behalf of the corporate agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified.

The articles of incorporation of Auto Export Shipping, Inc. do not contain provisions for indemnification.

        The amended and restated bylaws of Auto Export Shipping, Inc. provide that each director and officer of the corporation is entitled to indemnification of his expenses incurred or suffered in connection with a proceeding by reason of the fact that he is a director or officer of the corporation to the fullest extent authorized by the New Jersey Business Corporation Act, provided, however, that the corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized or consented to by the board of directors. The right to indemnification is a contract right and includes the right to be paid by the corporation the expenses incurred in defending or otherwise participating in any such proceeding in advance of its final disposition, subject to the New Jersey Business Corporation Act.

Item 21.    Exhibits and Financial Statement Schedules.

(b)

Exhibits.

Exhibit Number		Title
	2.1	Agreement and Plan of Merger, by and among Jack Cooper Holdings Corp., Jack Cooper Enterprises, Inc. and JCHC Merger Sub, Inc., dated June 5, 2014
	3.1.1	Certificate of Incorporation of Jack Cooper Holdings Corp., dated November 24, 2010
	3.1.2	Certificate of Amendment to Certificate of Incorporation of Jack Cooper Holdings Corp., dated December 7, 2010
	3.1.3	Certificate of Elimination of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock of Jack Cooper Holdings Corp., dated May 9, 2014
	3.1.4	Certificate of Merger of JCHC Merger Sub, Inc. with and into Jack Cooper Holdings Corp., dated June 5, 2014
	3.2	Bylaws of Jack Cooper Holdings Corp., dated November 29, 2010
	3.3.1	Certificate of Incorporation of Auto Handling Corporation (f/k/a LRD, Inc.), filed with the Secretary of State of the State of Delaware on January 24, 1972
	3.3.2	Certificate of Amendment of Certification of Incorporation of Auto Handling Corporation (f/k/a LRD, Inc.), filed with the Secretary of State of the State of Delaware on January 17, 1979
	3.3.3	Certificate of Amendment of Certification of Incorporation of Auto Handling Corporation, filed with the Secretary of State of the State of Delaware on December 24, 1986
	3.4	Amended and Restated Bylaws of Auto Handling Corporation, dated December 15, 2009
	3.5	Certificate of Incorporation of Auto Export Shipping, Inc., filed with the New Jersey Department of the Treasury on March 10, 1999
	3.6	Amended and Restated Bylaws of Auto Export Shipping, Inc.
	3.7	Certificate of Incorporation of Axis Logistic Services, Inc., dated November 18, 2013
	3.8	Bylaws of Axis Logistic Services, Inc., dated November 18, 2013
	3.9	Certificate of Incorporation of Jack Cooper CT Services, Inc., dated November 18, 2013
	3.10	Bylaws of Jack Cooper CT Services, Inc., dated November 18, 2015
	3.11	Certificate of Formation of Jack Cooper Logistics, LLC, dated November 9, 2010
	3.12	Amended and Restated Limited Liability Company Agreement of Jack Cooper Logistics, LLC, effective March 1, 2011
	3.13	Certificate of Incorporation of Jack Cooper Specialized Transport, Inc., dated August 31, 2011
	3.14	Bylaws of Jack Cooper Specialized Transport, Inc.
	3.15	Certificate of Incorporation of Jack Cooper Rail and Shuttle, Inc., dated November 18, 2013
	3.16	Bylaws of Jack Cooper Rail and Shuttle, Inc., dated November 18, 2013
	3.17.1	Certificate of Incorporation of Jack Cooper Transport Company, Inc. (f/k/a United Transports, Inc.), dated January 26, 1939

Exhibit Number		Title
	3.17.2	Certificate of Amendment of Certificate of Incorporation of Jack Cooper Transport Company, Inc. (f/k/a United Transports, Inc.), filed with the Secretary of State of the State of Delaware on July 19, 1941
	3.17.3	Certificate of Amendment of Certificate of Incorporation of Jack Cooper Transport Company, Inc. (f/k/a United Transports, Inc.), filed with the Secretary of State of the State of Delaware on August 8, 1941
	3.17.4	Second Certificate of Amendment of Certificate of Incorporation of Jack Cooper Transport Company, Inc. (f/k/a United Transports, Inc.), filed with the Secretary of State of the State of Delaware on October 22, 1957
	3.17.5	Certificate of Merger of Jack Cooper Transport Company, Inc. Into United Transports, Inc., filed with the Secretary of State of the State of Delaware on November 30, 1984
	3.17.6	Certificate of Amendment of Certificate of Incorporation of Jack Cooper Transport Company, Inc., filed with the Secretary of State of the State of Delaware on December 23, 1985
	3.17.7	Certificate of Amendment of Certificate of Incorporation of Jack Cooper Transport Company, Inc., filed with the Secretary of State of the State of Delaware on December 24, 1986
	3.17.8	Certificate of Amendment of Certificate of Incorporation of Jack Cooper Transport Company, Inc., filed with the Secretary of State of the State of Delaware on April 28, 1998
	3.18	Amended and Restated Bylaws of Jack Cooper Transport Company, Inc., dated September 1, 2014
	3.19.1	Articles of Incorporation of Pacific Motor Trucking Company (f/k/a Nu-PMT, Inc.), dated July 20, 1988
	3.19.2	Certificate of Amendment of Articles of Incorporation of Pacific Motor Trucking Company, dated September 26, 1988
	3.20	Bylaws of Pacific Motor Trucking Company (f/k/a NU-PMT, Inc.)
	4.1.1	Indenture as to 9.25% Senior Secured Notes due 2020 by and among the Company, the Guarantors listed therein and U.S. Bank National Association, as Trustee and collateral agent (including form of Global Note), dated June 18, 2013
	4.1.2	Supplemental Indenture in Respect of Guarantee to 9.25% Senior Secured Notes due 2020, by and among Axis Logistic Services, Inc., Jack Cooper Rail and Shuttle, Inc., Jack Cooper CT Services, Inc. and U.S. Bank National Association, as Trustee and collateral agent, dated December 13, 2013
	4.1.3	Second Supplemental Indenture by and among Jack Cooper Holdings Corp., the Guarantors named therein and U.S. Bank National Association, dated January 7, 2014
	4.2.1	Registration Rights Agreement as to 9.25% Senior Secured Notes due 202, by and among Jack Cooper Holdings Corp., the subsidiary guarantors named therein, Wells Fargo Securities, LLC and Barclays Capital Inc., dated June 18, 2013
	4.2.2	Joinder to the Registration Rights Agreement as to 9.25% Senior Secured Notes Due 2020, by and among Jack Cooper Holdings Corp., the subsidiary guarantors named therein, Wells Fargo Securities, LLC and Barclays Capital Inc., dated December 13, 2013
	4.3	First Supplemental Indenture by and among Jack Cooper Holdings Corp., the Guarantors listed therein and U.S. Bank National Association, as Trustee and Collateral Agent, dated December 27, 2013

Exhibit Number		Title
	4.4.1	Registration Rights Agreement by and among Jack Cooper Holdings Corp., Wells Fargo Securities, LLC and Barclays Capital Inc., dated November 7, 2013
	4.4.2	Joinder No. 1 to the Registration Rights Agreement dated November 7, 2013 by and among Jack Cooper Holdings Corp., Wells Fargo Securities, LLC and Barclays Capital Inc., dated December 13, 2013
	5.1	Opinion of Paul Hastings LLP
	5.2	Opinion of Gibbons P.C.
	5.3	Opinion of Warten, Fisher, Lee and Brown, LLC
	10.1.1	Amended and Restated Credit Agreement by and among Jack Cooper Holdings Corp., the borrowers named therein, the lenders named therein, and Wells Fargo Capital Finance, LLC as the agent, dated June 18, 2013
	10.1.2	Amendment Number One to Credit Agreement, by and among Jack Cooper Holdings Corp., the borrowers named therein, the lenders named therein, and Wells Fargo Capital Finance, LLC as the agent, dated August 6, 2013
	10.1.3	Amendment Number Two to Credit Agreement, by and among Jack Cooper Holdings Corp., the borrowers named therein, the lenders named therein, and Wells Fargo Capital Finance, LLC as the agent, dated September 6, 2013
	10.1.4	Amendment Number Three to Amended and Restated Credit Agreement and Amendment Number One to Amended and Restated Security Agreement, dated April 2, 2015 by and among Jack Cooper Holdings Corp. and certain of its Subsidiaries, the Lenders party thereto, and Wells Fargo Capital Finance, LLC, dated April 2, 2015
	10.1.5	Joinder and Consent Agreement, by and among the lenders named therein, the new borrowers named therein, Jack Cooper Holdings Corp. and the subsidiaries thereof named therein, and Wells Fargo Capital Finance, LLC as the agent for the lenders, dated December 23, 2013
	10.2.1	Security Agreement, by and among Jack Cooper Holdings Corp., the grantors named therein and U.S. Bank National Association, as collateral agent, dated June 18, 2013
	10.2.2	Joinder to that certain Security Agreement dated as of June 18, 2013, by and among each of the parties therein and those additional entities that thereafter become parties thereto and U.S. Bank National Association, as collateral agent, dated December 13, 2013
	10.3.1	Amended and Restated Security Agreement, by and between the grantors identified therein and Wells Fargo Capital Finance, LLC, as agent for the Lender Group and Bank Product Providers, dated June 18, 2013
	10.3.2	Joinder to Amended and Restated Security Agreement, by and between the grantors identified therein and Wells Fargo Capital Finance, LLC, as agent for the Lender Group and Bank Product Providers, dated December 13, 2013
	10.4.1	Trademark Security Agreement, by and among Jack Cooper Holdings Corp., the grantors named therein, and U.S. Bank National Association, as collateral agent, dated June 18, 2013
	10.4.2	Trademark Security Agreement, by and among the grantors listed therein and U.S. Bank National Association, as collateral agent, dated December 27, 2013
	10.5.1	Trademark Security Agreement by and among the grantors listed therein and Wells Fargo Capital Finance, LLC, as agent for the Lender Group and Bank Product Providers, dated November 29, 2010

Exhibit Number			Title
	10.5.2		Trademark Security Agreement by and among the grantors listed therein and Wells Fargo Capital Finance, LLC, as agent for the Lender Group and Bank Product Providers, dated December 27, 2013
	10.6.1		Copyright Security Agreement, by and among Jack Cooper Holdings Corp., the grantors named therein, and U.S. Bank National Association, as collateral agent, dated June 18, 2013
	10.6.2		Copyright Security Agreement, by and among Jack Cooper Holdings Corp., the grantors named therein, and U.S. Bank National Association, as collateral agent, dated December 27, 2013
	10.7.1		Copyright Security Agreement, by and among Jack Cooper Transport Company, Inc. and Wells Fargo Capital Finance, LLC, as agent for the Lender Group and Bank Product Providers, dated June 18, 2013
	10.7.2		Copyright Security Agreement, by and among the grantors named therein and Wells Fargo Capital Finance, LLC, dated December 27, 2013
	10.8.1		Credit Agreement by and among Jack Cooper Holdings Corp., as Borrower, the Lenders party thereto, and MSDC JC Investments, LLC, as Agent, dated March 31, 2015
	10.8.2		Amendment No. 1 to Credit Agreement by and among Jack Cooper Holdings Corp., the lenders that are signatories thereto and MSDC JC Investments, LLC, as agent, dated December 23, 2015
	10.8.3		Security Agreement by and between the Grantors listed therein and MSDC JC Investments, LLC, dated April 2, 2015
	10.8.4		Trademark Security Agreement by and between the Grantors listed therein and MSDC JC Investments, LLC, dated April 2, 2015
	10.8.5		Copyright Security Agreement by and between the Grantors listed therein and MSDC JC Investments, LLC, dated April 2, 2015
	10.8.6		Intercompany Subordination Agreement by and among Jack Cooper Holdings Corp. and each of the Obligors listed therein in favor of MSDC JC Investments, LLC, dated April 2, 2015
	10.9	†	Letter Agreement regarding Offer of Continued Employment by and between Jack Cooper Holdings Corp. and T. Michael Riggs, dated December 1, 2014
	10.10	†	Separation, Restrictive Covenants and Consulting Agreement, by and between Jack Cooper Holdings Corp. and Robert Griffin, dated September 29, 2014
	10.11	†	Letter Agreement regarding Offer of Continued Employment by and between Jack Cooper Holdings Corp. and Theo A. Ciupitu, dated November 17, 2014
	10.12	†	Letter Agreement regarding Offer of Continued Employment, by and between Jack Cooper Holdings Corp. and Katie G. Helton, dated January 15, 2015
	10.13	†	Letter Agreement regarding Offer of Continued Employment by and between Jack Cooper Holdings Corp. and Sarah Amico, dated December 1, 2014
	10.14	†	Amended and Restated Indemnification Agreement, by and between Jack Cooper Holdings Corp. and T. Michael Riggs, dated May 19, 2014
	10.15		Amended and Restated Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Michael S. Testman, dated May 19, 2014
	10.16		Amended and Restated Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Theo A. Ciupitu, dated May 19, 2014

Exhibit Number		Title
	10.17	Amended and Restated Indemnification Agreement, by and between Jack Cooper Holdings Corp. and J.J. Schickel, dated May 19, 2014
	10.18	Amended and Restated Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Kirk Ferguson, dated May 19, 2014
	10.19	Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Sarah Amico, dated May 19, 2014
	10.20	Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Samuel L. Torrence, dated May 19, 2014
	10.21	Indemnification Agreement, by and between Jack Cooper Holdings Corp. and J. Kevin McHugh, dated May 19, 2014
	10.22	Indemnification Agreement, by and between Jack Cooper Holdings Corp. and James N. Chapman, dated May 19, 2014
	10.23	Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Edrienne Brandon, dated August 31, 2014
	10.24	Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Gerry Czarnecki, dated August 31, 2014
	12.1	Computation of Ratio of Earnings to Fixed Charges
	21.1	Subsidiaries of the Company
	23.1	Consent of KPMG LLP, an independent registered public accounting firm
	23.2	Consent of Grant Thornton LLP, independent certified public accountants
	23.3	Consent of Paul Hastings LLP (included in Exhibit 5.1)
	23.4	Consent of Gibbons P.C. (included in Exhibit 5.2)
	23.5	Consent of Warten, Fisher, Lee and Brown, LLC (included in Exhibit 5.3)
	23.6	Consent of Freedonia Custom Research, a division of Marketresearch.com
	24.1	Power of Attorney (contained on signature page)
	25.1	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee
	99.1	Form of Letter of Transmittal
	99.2	Form of Notice of Guaranteed Delivery

†

Denotes management contract or compensatory arrangement.

Item 22.    Undertakings.

        Each of the undersigned co-registrants hereby undertakes:

        (1)   That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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.

        (2)   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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.

        (3)   To file, during any period during which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (4)   That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment 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.

        (5)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (6)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (7)   To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        (8)   That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration

statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (9)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: Each of the undersigned co-registrants undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri on the 11^th day of April, 2016.

JACK COOPER HOLDINGS CORP.
By:	/s/ MICHAEL S. TESTMAN Michael S. Testman Chief Financial Officer

POWER OF ATTORNEY

        Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-4 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Theo A. Ciupitu, Michael S. Testman and T. Michael Riggs, and each of them, the individual's true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on the 11^th day of April, 2016.

SIGNATURE	TITLE(S)	DATE
/s/ T. MICHAEL RIGGS T. Michael Riggs	Chief Executive Officer, President, Treasurer, Assistant Secretary and Director (principal executive officer)	April 11, 2016
/s/ MICHAEL S. TESTMAN Michael S. Testman	Chief Financial Officer and Director (principal financial officer)	April 11, 2016
/s/ KYLE HAULOTTE Kyle Haulotte	Chief Accounting Officer (principal accounting officer)	April 11, 2016
/s/ KIRK FERGUSON Kirk Ferguson	Director	April 11, 2016

SIGNATURE	TITLE(S)	DATE
/s/ J. J. SCHICKEL J. J. Schickel	Director	April 11, 2016
/s/ KEVIN MCHUGH Kevin McHugh	Director	April 11, 2016
/s/ SAM TORRENCE Sam Torrence	Director	April 11, 2016
/s/ SARAH AMICO Sarah Amico	Executive Chairperson and Director	April 11, 2016
/s/ JAMES CHAPMAN James Chapman	Director	April 11, 2016
/s/ EDRIENNE BRANDON Edrienne Brandon	Director	April 11, 2016
/s/ GERRY CZARNECKI Gerry Czarnecki	Director	April 11, 2016

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri on the 11^th day of April, 2016.

AUTO HANDLING CORPORATION JACK COOPER TRANSPORT COMPANY, INC. PACIFIC MOTOR TRUCKING COMPANY
By:	/s/ MICHAEL S. TESTMAN Michael S. Testman Chief Financial Officer

POWER OF ATTORNEY

        Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-4 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Theo A. Ciupitu, Michael S. Testman and T. Michael Riggs, and each of them, the individual's true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on the 11^th day of April, 2016.

SIGNATURE	TITLE(S)	DATE
/s/ T. MICHAEL RIGGS T. Michael Riggs	Chairman, Chief Executive Officer, Treasurer, Assistant Secretary and Director (principal executive officer)	April 11, 2016
/s/ MICHAEL S. TESTMAN Michael S. Testman	Chief Financial Officer and Director (principal financial officer)	April 11, 2016
/s/ SARAH AMICO Sarah Amico	Director	April 11, 2016

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri on the 11^th day of April, 2016.

JACK COOPER SPECIALIZED TRANSPORT, INC.
By:	/s/ MICHAEL S. TESTMAN Michael S. Testman Chief Financial Officer

POWER OF ATTORNEY

        Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-4 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Theo A. Ciupitu, Michael S. Testman and T. Michael Riggs, and each of them, the individual's true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on the 11^th day of April, 2016.

SIGNATURE	TITLE(S)	DATE
/s/ T. MICHAEL RIGGS T. Michael Riggs	Chairman, Chief Executive Officer, Treasurer, Assistant Secretary and Director (principal executive officer)	April 11, 2016
/s/ MICHAEL S. TESTMAN Michael S. Testman	Chief Financial Officer, Assistant Secretary and Director (principal financial officer)	April 11, 2016
/s/ SARAH AMICO Sarah Amico	Director	April 11, 2016

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri on the 11^th day of April, 2016.

AXIS LOGISTIC SERVICES, INC. JACK COOPER CT SERVICES, INC. JACK COOPER RAIL AND SHUTTLE, INC.
By:	/s/ MICHAEL S. TESTMAN Michael S. Testman Chief Financial Officer

POWER OF ATTORNEY

        Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-4 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Theo A. Ciupitu, Michael S. Testman and T. Michael Riggs, and each of them, the individual's true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on the 11^th day of April, 2016.

SIGNATURE	TITLE(S)	DATE
/s/ T. MICHAEL RIGGS T. Michael Riggs	Chairman, Chief Executive Officer and Director (principal executive officer)	April 11, 2016
/s/ MICHAEL S. TESTMAN Michael S. Testman	Chief Financial Officer, Treasurer and Director (principal financial officer)	April 11, 2016
/s/ SARAH AMICO Sarah Amico	Director	April 11, 2016

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri on the 11^th day of April, 2016.

AUTO EXPORT SHIPPING, INC.
By:	/s/ MICHAEL S. TESTMAN Michael S. Testman Chief Financial Officer

POWER OF ATTORNEY

        Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-4 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Theo A. Ciupitu, Michael S. Testman and T. Michael Riggs, and each of them, the individual's true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on the 11^th day of April, 2016.

SIGNATURE	TITLE(S)	DATE
/s/ T. MICHAEL RIGGS T. Michael Riggs	Chairman, Chief Executive Officer, Secretary, Treasurer and Director (principal executive officer)	April 11, 2016
/s/ MICHAEL S. TESTMAN Michael S. Testman	Chief Financial Officer and Assistant Secretary (principal financial officer)	April 11, 2016
/s/ ANDREA AMICO Andrea Amico	Executive Vice President, Assistant Treasurer, Assistant Secretary and Director	April 11, 2016
/s/ SARAH AMICO Sarah Amico	Director	April 11, 2016
/s/ J.J. SCHICKEL J.J. Schickel	Vice Chairman, Assistant Treasurer, Assistant Secretary and Director	April 11, 2016

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri on the 11^th day of April, 2016.

JACK COOPER LOGISTICS, LLC
By:	/s/ MICHAEL S. TESTMAN Michael S. Testman Chief Financial Officer

POWER OF ATTORNEY

        Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-4 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Theo A. Ciupitu, Michael S. Testman and T. Michael Riggs, and each of them, the individual's true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on the 11^th day of April, 2016.

SIGNATURE	TITLE(S)	DATE
/s/ T. MICHAEL RIGGS T. Michael Riggs	Chairman, Chief Executive Officer, Secretary, Treasurer and Director (principal executive officer)	April 11, 2016
/s/ MICHAEL S. TESTMAN Michael S. Testman	Chief Financial Officer and Assistant Treasurer (principal financial officer)	April 11, 2016
/s/ ANDREA AMICO Andrea Amico	President, Assistant Treasurer, Assistant Secretary and Director	April 11, 2016
/s/ SARAH AMICO Sarah Amico	Director	April 11, 2016
/s/ J.J. SCHICKEL J.J. Schickel	Vice Chairman, Assistant Treasurer, Assistant Secretary and Director	April 11, 2016

EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into this 5th day of June, 2014, by and among Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), JCH Parent, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Parent”), and JCHC Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”).

RECITALS

WHEREAS, the authorized capital stock of the Company consists of (i) 10,000,000 shares of common stock, par value $0.0001 per share (“Company Common Stock”), of which 8,000,000 shares are Class A Common Stock (“Class A Common Stock”) and 2,000,000 shares are Class B Common Stock (Class B Common Stock”) and (ii) 5,000,000 shares of preferred stock, par value $0.0001 per share (“Company Preferred Stock”);

WHEREAS, as of the date hereof, there are 800,810 shares of Class A Common Stock issued and outstanding, 330,379 shares of Class B Common Stock issued and outstanding, and no shares of Company Preferred Stock issued and outstanding;

WHEREAS, as of the date hereof, there are stock options to purchase 89,294 shares of Class B Common Stock outstanding and unexercised (each, a “Company Option”);

WHEREAS, as of the date hereof, there are warrants to purchase 104,110 shares of Class B Common Stock outstanding and unexercised (each, a “Company Warrant”);

WHEREAS, the authorized capital stock of Parent consists of (i) 10,000,000 shares of common stock, par value $0.0001 per share (“Parent Common Stock”), of which 8,000,000 shares are Class A Common Stock (“Parent Class A Common Stock”) and 2,000,000 shares are Class B Common Stock (Parent Class B Common Stock”) and (ii) 5,000,000 shares of preferred stock, par value $0.0001 per share (“Parent Preferred Stock”);

WHEREAS, the authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.0001 per share (“Merger Sub Common Stock”), all of which are issued and outstanding and held of record by Parent;

WHEREAS, the designations, rights, powers and preferences, and the qualifications, limitations and restrictions of the Parent Common Stock and the Parent Preferred Stock are identical to those of the Company Common Stock and the Company Preferred Stock, respectively;

WHEREAS, the Certificate of Incorporation of Parent and the Bylaws of Parent, in effect immediately after the Effective Time (as defined below) will contain provisions identical to the Certificate of Incorporation, as amended, of the Company and the Bylaws of the Company

immediately prior to the Effective Time (other than with respect to matters permitted  or required by Section 251(g) of the General Corporation Law of the State of Delaware (the “DGCL”));

WHEREAS, the directors and officers of the Company immediately prior to the Effective Time will be the directors of Parent as of the Effective Time;

WHEREAS, Parent and Merger Sub are newly formed entities organized for the purpose of participating in the transactions herein contemplated;

WHEREAS, the Company desires to create a new holding company structure pursuant to Section 251(g) of the DGCL by merging Merger Sub with and into the Company, pursuant to which (i) the Company will be the surviving corporation; (ii) each outstanding share of Class A Common Stock will be converted at the Effective Time into one share of Parent Class A Common Stock; (iii) each outstanding share of Class B Common Stock will be converted at the Effective Time into one share of Parent Class B Common Stock; (iv) each Company Option shall be converted at the Effective Time into a nonqualified stock option to purchase an equivalent number of shares of Parent Class B Common Stock (each, a “Parent Option”), all under the same terms and conditions as were applicable to such Company Option immediately prior to the Effective Time; and (v) each Company Warrant shall be converted at the Effective Time into a warrant to purchase an equivalent number of shares of Parent Class B Common Stock (each, a “Parent Warrant”), all under the same terms and conditions as were applicable to such Company Warrant immediately prior to the Effective Time, all in accordance with the terms of this Agreement;

WHEREAS, it is intended that the merger contemplated by this Agreement qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), as well as a Code Section 351 exchange, and this Agreement constitutes a “plan of reorganization” within the meaning of the applicable U.S. Treasury Regulations; and

WHEREAS, the respective Boards of Directors of the Company, Parent and Merger Sub have each approved this Agreement and the Merger (as defined below) upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and intending to be legally bound, the Company, Parent and Merger Sub hereby agree as follows:

ARTICLE 1
THE MERGER

1.1The Merger.  In accordance with Section 251(g) of the DGCL and subject to the terms and provisions of this Agreement, Merger Sub shall, at the Effective Time, be merged with and into the Company, and the separate existence of Merger Sub shall cease (the “Merger”).  The Company shall be the surviving entity (hereinafter sometimes referred to as the “Surviving Company”) of the Merger and shall continue its existence as a corporation under the laws of the State of Delaware as a direct, wholly-owned subsidiary of Parent.  At the Effective Time, the Merger shall have the effects provided for herein and in Section 259 of the DGCL.

1.2Effective Time.  The Merger shall become effective in accordance with the provisions of Section 251 of the DGCL, upon the filing, on or after the date hereof, of a certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as the parties shall agree and specify in the certificate of merger.  The date and time when the Merger shall become effective is herein referred to as the “Effective Time.”

1.3Certificate of Incorporation of Surviving Company.  From and after the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended as set forth below and, as so amended, shall be the certificate of incorporation of the Surviving Company until thereafter amended as provided by law:

1.3.1Article IV shall be amended in its entirety to read:

“The total number of shares of all classes of equity securities which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.0001 per share (“Common Stock”).”

1.3.2A new Article XIII shall be added, which shall read in its entirety:

“Any act or transaction by or involving the Corporation, other than the election or removal of directors, that requires for its adoption under the DGCL or this certificate of incorporation the approval of the stockholders of the Corporation, shall, pursuant to subsection 7(i)(A) of Section 251(g) of the DGCL, require, in addition, the approval of the stockholders of JCH Parent, Inc. (or any successor by merger), by the same vote as is required by the DGCL and/or this certificate of incorporation of the Corporation.”

1.4Bylaws of Surviving Company.  From and after the Effective Time, the bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Company.

1.5Directors and Officers.  The directors and officers of the Company immediately prior to the Effective Time shall be the respective directors and officers of the Surviving Company from and after the Effective Time, each to hold office from the Effective Time until the earlier of their resignation and removal or until their successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation or bylaws of the Surviving Company or as otherwise provided by law.

1.6Additional Actions.  Subject to the terms of this Agreement, the parties hereto shall take all reasonable and lawful actions that may be necessary or appropriate in order to effectuate the Merger and to comply with the requirements of Section 251(g) of the DGCL.  If, at any time after the Effective Time, the Surviving Company shall determine that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, or record of otherwise, in the Surviving Company its right, title or interest in, to or under any of the rights, properties or assets of either of Merger Sub or the Company acquired or to be acquired by the Surviving Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers of the Surviving Company shall be authorized to execute and deliver, in the name and on behalf of each of Merger Sub and the

Company, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger Sub and the Company or otherwise, all such actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Company or to otherwise carry out this Agreement.

1.7Reorganization.  The parties hereto intend that the transactions contemplated by this Agreement shall qualify for non-recognition treatment under Code Sections 351 and 368(a), and each party hereto will take all necessary actions in order to accomplish such intent.  This Agreement constitutes a “plan of reorganization” within the meaning of the U.S. Treasury Regulations and has been duly adopted by each party hereto as such.

ARTICLE 2
CONVERSION OF SECURITIES

2.1Conversion of Capital Stock and Options.  At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of their securities:

2.1.1Class A Common Stock.  Each share of  Company Class A Common Stock (or fraction of a share of Class A Common Stock) issued and outstanding immediately prior to the Effective Time (other than shares held in treasury, which shall be cancelled and retired and shall cease to exist) shall be converted into and thereafter represent one duly issued, fully paid and nonassessable share (or equal fraction of a share) of Parent Class A Common Stock.

2.1.2Class B Common Stock.  Each share of Company Class B Stock (or fraction of a share of Class B Common Stock) issued and outstanding immediately prior to the Effective Time (other than shares held in treasury, which shall be cancelled and retired and shall cease to exist) shall be converted into and thereafter represent one duly issued, fully paid and nonassessable share (or equal fraction of a share) of Parent Class B Common Stock.

2.1.3Merger Sub Common Stock.  Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter represent one duly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Company.

2.1.4Parent Common Stock.  Each share of Parent Common Stock that is owned by the Company immediately prior to the Effective Time shall be cancelled and no consideration shall be provided therefor.

2.1.5Rights of Certificate Holders.  From and after the Effective Time, holders of certificates formerly evidencing Company Common Stock shall cease to have any rights as stockholders of the Company, except as provided by law; provided, however, that such holders shall have the rights set forth in Section 2.2 below.

2.1.6Company Options.

(a)Each Company Option which is then outstanding and unexercised shall cease to represent a right to acquire shares of Class B Common Stock and shall be converted into a Parent Option, which shall represent an option to acquire shares of Parent Class B Common Stock, under the same terms and conditions as were applicable to such Company Option immediately prior to the Effective Time.  The number of shares of Parent Class B Common Stock purchasable upon exercise of such Parent Option shall be equal to the number of shares of Company Common Stock that were purchasable under such converted Company Option immediately prior to the Effective Time.

(b)Parent has reserved for issuance a sufficient number of shares of Parent Common Stock necessary to satisfy Parent’s obligations under Section 2.1.6(a).

2.1.7Company Warrants.

(a)Each Company Warrant which is then outstanding and unexercised shall cease to represent a right to acquire shares of Class B Common Stock and shall be converted into a Parent Warrant, which shall represent a warrant to acquire shares of Parent Class B Common Stock, under the same terms and conditions as were applicable to such Company Warrant immediately prior to the Effective Time.  The number of shares of Parent Class B Company Stock purchasable upon exercise of a Parent Warrant shall be equal to the number of shares of Class B Common Stock that were purchasable under such converted Company Warrant immediately prior to the Effective Time.

(b)Parent has reserved for issuance a sufficient number of shares of Parent Common Stock necessary to satisfy Parent’s obligations under Section 2.1.7(a).

2.2No Surrender of Certificates.  At the Effective Time, the designations, rights, powers and preferences, and qualifications, limitations and restrictions thereof, of the capital stock of Parent will, in each case, be identical to those of the Company immediately prior to the Effective Time.  In addition, until thereafter surrendered for transfer or exchange, each outstanding stock certificate, that, immediately prior to the Effective Time, evidenced Company Common Stock shall be deemed and treated for all purposes to evidence the ownership of the number of shares of Parent Common Stock into which such shares of Company Common Stock were converted pursuant to the provisions of Section 2.1 above.

2.3No Appraisal Rights.  In accordance with Section 262(b) of the DGCL, no appraisal rights shall be available to holders of Company Common Stock or Company Preferred Stock in connection with the Merger.

ARTICLE 3
ACTIONS TO BE TAKEN IN CONNECTION WITH THE MERGER

3.1Assumption of Stock Options, Warrants and Other Agreements.  Effective as of the Effective Time, the Company hereby assigns to Parent, and Parent hereby assumes and agrees to perform, all obligations of the Company pursuant to all outstanding stock option agreements, stockholders’ agreement, put agreements, registration rights agreements,

subscription agreements, investor rights agreements and warrants to which the Company is a party, including without limitation those plans and agreements set forth on Schedule A attached hereto (collectively, the “Assumed Plans and Agreements”).  At the Effective Time, the Assumed Plans and Agreements shall be deemed amended to (i) reflect the assumption by Parent described above; (ii) provide that references to the Company shall be read to refer to Parent; and (iii) add Parent as parties with respect to qualifying participants, to the extent deemed necessary or appropriate.

ARTICLE 4
CERTAIN COVENANTS

4.1Assumed Plans and Agreements.  The Company and Parent will take or cause to be taken all actions necessary or desirable in order to implement, confirm and effectuate the assumption by Parent pursuant to Section 3.1 hereof of the Assumed Plans and Agreements.

ARTICLE 5
MISCELLANEOUS

5.1Termination.  This Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time prior to the Effective Time by the mutual consent of the Company, Parent and Merger Sub after determination by the Boards of Directors of the Company, Parent and Merger Sub that the Merger is not advisable or in the best interests of their respective entities.  In the event of such termination and abandonment, this Agreement shall become void and neither the Company, Parent or Merger Sub nor their respective stockholders, directors or officers shall have any liability with respect to such termination and abandonment.

5.2Amendment.  Subject to applicable law, this Agreement may be amended, modified or supplemented by the mutual consent of the Boards of Directors of the Company, Parent and Merger Sub at any time prior to the Effective Time.  This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

5.3Entire Agreement.  This Agreement, including the documents and instruments referred to herein, constitutes the entire agreement and supersedes all other agreements, arrangements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

5.4Severability.  The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

5.5Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles of conflicts of laws.

5.6Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, when taken together, shall constitute one and the same agreement.

[Signature page follows]

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement and Plan of Merger as of the date first written above.

COMPANY:
JACK COOPER HOLDINGS CORP.
By:	/s/ Theo Ciupitu
	Name: Theo Ciupitu
	Title: Executive Vice President
PARENT:
JCH PARENT, INC.
By:	/s/ Theo Ciupitu
	Name: Theo Ciupitu
	Title: Executive Vice President
MERGER SUB:
JCHC MERGER SUB, INC.
By:	/s/ Theo Ciupitu
	Name: Theo Ciupitu
	Title: Executive Vice President

(Signature Page to Agreement and Plan of Merger)

SCHEDULE A

ASSUMED PLANS AND AGREEMENTS

Stockholders’ Agreement dated November 29, 2010

Warrant Agreement and Global Warrants dated November 29, 2010

Warrant Agreement and Global Warrants dated May 6, 2011

Warrant Agreement and Warrant dated September 16, 2013

Non-Statutory Stock Option Agreement dated November 14, 2013 between Jack Cooper Holdings Corp. and Sam Torrence

Non-Statutory Stock Option Agreement dated November 14, 2013 between Jack Cooper Holdings Corp. and Kevin McHugh

Non-Statutory Stock Option Agreement dated November 14, 2013 between Jack Cooper Holdings Corp. and Kyle Haulotte

Non-Statutory Stock Option Agreement dated November 14, 2013 between Jack Cooper Holdings Corp. and Brian Varano

Non-Statutory Stock Option Agreement dated November 14, 2013 between Jack Cooper Holdings Corp. and Joe Bercari

Non-Statutory Stock Option Agreement dated November 14, 2013 between Jack Cooper Holdings Corp. and Mike Trollinger

Non-Statutory Stock Option Agreement dated August 19, 2011 between Jack Cooper Holdings Corp. and Jim Chapman

Non-Statutory Stock Option Agreement dated August 19, 2011 between Jack Cooper Holdings Corp. and Kevin McHugh

Non-Statutory Stock Option Agreement dated August 19, 2011 between Jack Cooper Holdings Corp. and Curtis Rhodes

Non-Statutory Stock Option Agreement dated August 19, 2011 between Jack Cooper Holdings Corp. and Sam Torrence

Non-Statutory Stock Option Agreement dated December 1, 2011 between Jack Cooper Holdings Corp. and Mike Trollinger

Non-Statutory Stock Option Agreement dated December 1, 2011 between Jack Cooper Holdings Corp. and Kyle Haulette

Non-Statutory Stock Option Agreement dated November 14, 2013 between Jack Cooper Holdings Corp. and Alex Meza

EX-3.1.1

Exhibit 3.1.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:24 PM 11/24/2010

FILED 03:24 PM 11/24/2010

SRV 101122400 - 4684199 FILE

CERTIFICATE OF INCORPORATION

OF

JACK COOPER HOLDINGS CORP.

ARTICLE I.

The name of the corporation is JACK COOPER HOLDINGS CORP. (the “Corporation”).

ARTICLE II.

The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”).

ARTICLE III.

The address of the current registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of the current registered agent at such address is Corporation Service Company. The mailing address of the registered office of the Corporation is the same as its street address.

ARTICLE IV.

(a)The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares that the Corporation is authorized to issue is 15,000,000 shares, of which 10,000,000 shares are Common Stock, $0.0001 par value per share, and 5,000,000 shares are Preferred Stock, $0.0001 par value per share. The Common Stock shall be further separated into two (2) classes: Class A Common Stock consisting of 8,000,000 shares and Class B Common Stock consisting of 2,000,000 shares, each share thereof having a par value of $0.0001.

(b)Except as may be otherwise specifically set forth in the designations for a series of Preferred Stock, the number of authorized shares of any class or series of stock of the Corporation may be increased or decreased (but not below the number of shares of such class or series of stock then outstanding and the number of shares of such class or series of stock reserved for issuance by the Corporation) by an amendment to this Certificate of Incorporation approved by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote on such amendment voting together as a single class, and no such class or series of stock shall be entitled to vote on such amendment as a separate class.

(c)Common Stock.

A.Relative Rights of Preferred Stock and Common Stock. All preferences, voting powers, relative, participating, optional or other special rights and privileges, and qualifications,

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limitations or restrictions of the Common Stock are expressly made subject and subordinate to those that may be fixed with respect to any shares of the Preferred Stock.

B.Relative Rights of Class A Common Stock and Class B Common Stock. Except as expressly provided hereinafter with respect to voting powers, the Class A Common Stock and the Class B Common Stock of the Corporation shall be identical in all respects. In furtherance of the foregoing, the Corporation shall not, whether by merger, consolidation, amendment to this Certificate of Incorporation, operation of law or otherwise, effect any stock split, recapitalization or similar adjustment to any class of its Common Stock unless simultaneously in connection therewith the Corporation effects an identical stock split, recapitalization or similar adjustment to each other class of the Common Stock.

C.Voting Rights. With respect to voting powers, except as otherwise required by the DGCL, the holders of Class A Common Stock shall possess all voting powers for all purposes, including, by way of illustration and not of limitation, the election of directors, and the holders of Class B Common Stock shall have no voting power on or otherwise participate in any proceedings in which actions shall be taken by the Corporation or the shareholders thereof or be entitled to notification as to any meeting of the Board of Directors or the stockholders. Each share of Class A Common Stock has one vote on each matter submitted to a vote of the Corporation’s shareholders. The holders of shares of the Class A Common Stock shall vote together with all other shares of capital stock of the Corporation as a single class on all matters submitted for a vote or consent of stockholders except where otherwise required by law or as set forth in this Certificate of Incorporation.

D.Dividends. Subject to the rights and privileges of any then outstanding shares of Preferred Stock, dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors of the Corporation.

E.Liquidation. Upon the liquidation of the Corporation, the holders of shares of the Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to the rights and preferences of any then outstanding shares of Preferred Stock.

(d)Preferred Stock. The Board of Directors is expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as may be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series and as may be permitted by the DGCL, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be

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stated in such resolution or resolutions.

ARTICLE V.

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

A.The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors.

B.Except as otherwise provided in this Certificate of Incorporation, the Board of Directors may from time to time make, amend, supplement or repeal the Bylaws; provided, however, that the stockholders may change or repeal any Bylaw adopted by the Board of Directors by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation (considered for this purpose as one class). No amendment or supplement to the Bylaws adopted by the Board of Directors shall vary or conflict with any amendment or supplement thus adopted by the stockholders.

C.The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

D.Following the effectiveness of the registration of any class of securities of the Corporation pursuant to the requirements of the Securities Exchange Act of 1934, as amended, no action shall be taken by the stockholders of the Corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws and no action shall be taken by the stockholders by written consent.

E.Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

ARTICLE VI.

Meeting of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE VII.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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ARTICLE VIII.

To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended in a manner more favorable to directors, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; except for liability (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, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL. Any (x) repeal or amendment of this Article VIII by the stockholders of the Corporation or (y) amendment to the DGCL shall not adversely affect any right or protection existing at the time of such repeal or amendment with respect to any acts or omissions occurring before such repeal or amendment of a person serving as a director of the Corporation or otherwise enjoying the benefits of this Article VIII at the time of such repeal or amendment.

ARTICLE IX.

A.The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer, or agent at the request of the Corporation or any predecessor of the Corporation, provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnity any officer (or his heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article IX shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that if the DGCL requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article IX.

B.The rights to indemnification and to the advance of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Certificate of Incorporation, the Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

C.Any repeal or modification of this Article IX by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a person serving as a director, or officer, employee or agent of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring

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prior to such repeal or modification.

ARTICLE X.

Any action required or permitted to be taken at an annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents, in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE XI.

This Certificate of Incorporation is being filed simultaneously with a Certificate of Conversion to convert Jack Cooper Holdings LLC to a corporation pursuant to Section 265 of the DGCL, which corporation shall be the Corporation. The effective time of the conversion and this Certificate of Incorporation shall be 9:00 A.M. Eastern Time on November 29, 2010.

ARTICLE XII.

The name and mailing address of the incorporator are as follows:

L. Kent Webb

Womble Carlyle Sandridge & Rice, PLLC

271 17th Street, Suite 2400

Atlanta, Georgia 30363

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I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 24th day November, 2010.

BY:	/s/ L. Kent Webb
	L. Kent Webb, Incorporator

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EX-3.1.2

Exhibit 3.1.2

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

JACK COOPER HOLDINGS CORP.

Jack Cooper Holdings Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify that:

I.

The name of the Corporation is Jack Cooper Holdings Corp. (originally known as Jack Cooper Holdings LLC prior to such entity electing to convert to a corporation), and that the Corporation was incorporated pursuant to the General Corporation Law by the filing of its Certificate of Incorporation with the Delaware Secretary of State on November 24, 2010 with an effective time of 9:00 A.M. Eastern Time on November 29, 2010 (the “Certificate of Incorporation”).

II.

The Board of Directors of the Corporation duly adopted resolutions proposing to amend the Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment is as follows:

RESOLVED, that pursuant to Section 242 of the General Corporation Law, the Certificate of Amendment amends ARTICLE IV(c)(B) of the Certificate of Incorporation by deleting paragraph B in its entirety and inserting the following text in lieu thereof:

“B.“Relative Rights of Class A Common Stock and Class B Common Stock. Except as expressly provided hereinafter with respect to voting powers, the Class A Common Stock and the Class B Common Stock of the Corporation shall be identical in all respects. In furtherance of the foregoing, the Corporation shall not, whether by merger, consolidation, amendment to this Certificate of Incorporation, operation of law or otherwise, effect any stock split, recapitalization or similar adjustment to any class of its Common Stock unless simultaneously in connection therewith the Corporation effects an identical stock split, recapitalization or similar adjustment to each other class of the Common Stock. The Corporation shall not, whether by merger, consolidation, operation of law or otherwise, amend this Article IV(c)(B) without the prior written consent of holders holding a majority of the then outstanding shares of Class B Common Stock and Warrants (as such term is defined in the Warrant Agreement,

dated as of November 29, 2010, by and between the Corporation and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as warrant agent), excluding Warrants held by the Corporation or any of its affiliates, voting together as a separate class, on an as-if exercised basis.”

III.

The foregoing amendment was approved by the holders of the requisite number of shares of said corporation in accordance with Section 228 of the General Corporation Law and the Certificate of Incorporation.

IV.

This Certificate of Amendment to the Certificate of Incorporation, which amends the provisions of the Certificate of Incorporation, has been duly adopted in accordance with Section 242 of the General Corporation Law and the terms of the Certificate of Incorporation.

V.

This Certificate of Amendment to the Certificate of Incorporation will be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment on this 7th day of December, 2010.

JACK COOPER HOLDINGS CORP.
By:	T. Michael Riggs
	T. Michael Riggs, Chairman

EX-3.1.3

Exhibit 3.1.3

CERTIFICATE OF ELIMINATION

OF SERIES A PREFERRED STOCK,

SERIES B PREFERRED STOCK,

SERIES C PREFERRED STOCK,

SERIES D PREFERRED STOCK AND

SERIES E PREFERRED STOCK

OF JACK COOPER HOLDINGS CORP.

(filed pursuant to Section 151(g)

of the Delaware General Corporation Law)

The undersigned officer of Jack Cooper Holdings Corp., a corporation organized and existing under and pursuant to the provisions of the Delaware General Corporation Law (the “Corporation”), for the purposes herein stated, does hereby certify:

1.The Corporation’s Certificate of Incorporation, as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on November 24, 2010, as amended by the Certificate of Amendment filed in the office of the Secretary of State on December 7, 2010, authorizes the issuance of 5,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). A certificate of designations, preferences and rights of Series A Preferred Stock filed in the office of the Secretary of State on March 11, 2011 created a series of Preferred Stock consisting of 230,000 shares and designated as Series A Preferred Stock. A certificate of designations, preferences and rights of Series B Preferred Stock filed in the office of the Secretary of State on May 5, 2011, as amended December 28, 2012, and as further amended July 3, 2013, created a series of Preferred Stock consisting of 370,000 shares and designated as Series B Preferred Stock. A certificate of designations, preferences and rights of Series C Preferred Stock filed in the office of the Secretary of State on December 28, 2012, as corrected January 25, 2013, created a series of Preferred Stock consisting of 100,000 shares and designated as Series C Preferred Stock. A certificate of designations, preferences and rights of Series D Preferred Stock filed in the office of the Secretary of State on December 31, 2012 created a series of Preferred Stock consisting of 45,000 shares and designated as Series D Preferred Stock. A certificate of designations, preferences and rights of Series E Preferred Stock filed in the office of the Secretary of State on December 31, 2012 created a series of Preferred Stock consisting of 21,600 shares and designated as Series E Preferred Stock (each certificate of designations, preferences and rights of Preferred Stock referred to above, a “Certificate of Designations” and, collectively, the “Certificates of Designations”).

2.No shares of Preferred Stock are outstanding and no shares thereof will be issued subject to any of the Certificates of Designations.

3.Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the board of directors of the Corporation adopted the following resolutions:

WHEREAS, the Company’s Certificate of Incorporation, as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on November 24, 2010, as amended by the Certificate of Amendment filed in the office of the Secretary of State on December 7, 2010, authorizes the issuance of 5,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”);

WHEREAS, a certificate of designations, preferences and rights of Series A Preferred Stock filed in the office of the Secretary of State on March 11, 2011 created a series of Preferred Stock consisting of 230,000 shares and designated as Series A Preferred Stock;

WHEREAS, a certificate of designations, preferences and rights of Series B Preferred Stock filed in the office of the Secretary of State on May 5, 2011, as amended December 28, 2012, and as further amended July 3, 2013, created a series of Preferred Stock consisting of 370,000 shares and designated as Series B Preferred Stock;

WHEREAS, a certificate of designations, preferences and rights of Series C Preferred Stock filed in the office of the Secretary of State on December 28, 2012, as corrected January 25, 2013, created a series of Preferred Stock consisting of 100,000 shares and designated as Series C Preferred Stock;

WHEREAS, a certificate of designations, preferences and rights of Series D Preferred Stock filed in the office of the Secretary of State on December 31, 2012 created a series of Preferred Stock consisting of 45,000 shares and designated as Series D Preferred Stock;

WHEREAS, a certificate of designations, preferences and rights of Series E Preferred Stock filed in the office of the Secretary of State on December 31, 2012 created a series of Preferred Stock consisting of 21,600 shares and designated as Series E Preferred Stock (each certificate of designations, preferences and rights of Preferred Stock referred to above, a “Certificate of Designations” and, collectively, the “Certificates of Designations”);

WHEREAS, the Company has previously redeemed or repurchased and retired all previously issued and outstanding shares of the Preferred Stock and no shares of Preferred Stock are outstanding and no shares thereof will be issued subject to any of the Certificates of Designations; and

WHEREAS, pursuant to the provisions of Section 151(g) of the Delaware General Corporation Law (the “DGCL”), the board of directors of the Company wishes to file a Certificate of Elimination as to each Certificate of Designation.

NOW, THEREFORE BE IT RESOLVED, that upon redemption or repurchase of the outstanding Preferred Stock, all of the shares of Preferred Stock so redeemed or repurchased were retired;

FURTHER RESOLVED, that no shares of Preferred Stock are outstanding and no shares of such Preferred Stock will be issued subject to the Certificates of Designations;

FURTHER RESOLVED, that any officer of the Company is authorized and directed to execute a certificate of elimination (the “Certificate of Elimination”) as provided by Section 151(g) of the DGCL in accordance with Section 103 of the DGCL, in the form attached hereto as Exhibit A, and to file the same forthwith in the office of the Secretary of State of the State of Delaware, and when such Certificate of Elimination becomes effective, the Certificates of Designations shall be eliminated and the shares of Preferred Stock so redeemed or repurchased and retired shall resume the status of authorized and unissued shares of Preferred Stock of the Company, without designation as to series;

FURTHER RESOLVED, the officers of the Company, any one of whom may act without the joinder of any of the others, are hereby authorized to execute, in the name and on behalf of the Company, any and all documents relating to the above resolutions;

FURTHER RESOLVED, that any officer is hereby authorized, empowered, and directed in the name and on behalf of the Company to approve the form, terms, and provisions (together with such changes as the executing officer shall deem necessary, appropriate, or advisable, the presence of such changes being conclusive evidence that such officer deemed such changes necessary, appropriate, or advisable) of, and execute, deliver, and file, as applicable, any agreement, instrument, or other document authorized, approved, adopted, or ratified in any of the foregoing resolutions, any amendments (material or immaterial) thereto, any certificates, or other documents necessary, appropriate, or advisable to give effect to any of them; and

FURTHER RESOLVED, that each of the officers is hereby authorized, empowered, and directed in the name and on behalf of the Company to do or to cause to be done all such other acts and things as such officer shall deem necessary, appropriate, or advisable in order to carry out and effectuate fully the purposes of the foregoing resolutions; and that any actions heretofore taken by any officer in connection with the foregoing resolutions be, and hereby are, approved, adopted, and ratified in all respects as the actions taken by and on behalf of the Company. Pursuant to the provisions of Section 151(g) of the DGCL, all matters set forth in the Certificates of Designations as filed in the office of the Secretary of State on the respective dates set forth above be, and hereby are, eliminated from the Certificate of Incorporation of the Corporation.

4.Pursuant to the provisions of Section 151(g) of the DGCL, all matters set forth in the Certificates of Designations as filed in the office of the Secretary of State on the respective dates set forth above be, and hereby are, eliminated from the Certificate of Incorporation of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its authorized officer this 9th day of May, 2014.

JACK COOPER HOLDINGS CORP.
By:	/s/ Theo A. Ciupitu
Name:	Theo A. Ciupitu
Title:	Executive Vice President

(Signature Page to Certificate of Elimination)

EX-3.1.4

Exhibit 3.1.4

CERTIFICATE of MERGER

of

JCHC MERGER SUB, INC.

with and into

JACK COOPER HOLDINGS CORP.

Pursuant to Section 251(g) of the General Corporation Law of the State of Delaware (“DGCL”), the undersigned corporation does hereby certify that:

FIRST: The name of each constituent corporation is:

(a)JCHC MERGER SUB, INC., which is incorporated under the laws of the State of Delaware; and

(b)JACK COOPER HOLDINGS CORP., which is incorporated under the laws of the State of Delaware.

SECOND: The Agreement and Plan of Merger, dated as of June 5, 2014 (the “Agreement of Merger”), among JACK COOPER HOLDINGS CORP., JCH PARENT, INC. and JCHC MERGER SUB, INC. has been approved, adopted, certified, exeeuted and acknowledged by each of the constituent corporations in accordance with Section 251(g) of the General Corporation Law of the State of Delaware and each of the conditions specified in Section 251(g) of the General Corporation Law of the State of Delaware has been satisfied.

THIRD: Pursuant to the Agreement of Merger, JCHC MERGER SUB, INC. shall merge with and into JACK COOPER HOLDINGS CORP. and JACK COOPER HOLDINGS CORP. shall be the surviving corporation.

FOURTH: The name of the surviving corporation shall be JACK COOPER HOLDINGS CORP.

FIFTH: The Certificate of Incorporation of the JACK COOPER HOLDINGS CORP. as now in force and effect, shall be amended and set forth below and, as so amended, shall be the Certificate of Incorporation of the surviving corporation, until further amended and changed pursuant to the provisions of the laws of the State of Delaware:

A.Article IV shall be amended in its entirety to read:

“The total number of shares of all classes of equity securities which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.0001 per share (“Common Stock”).”

B.A new Article XIII shall be added, which shall read in its entirety:

“Any act or transaction by or involving the Corporation, other than the election or removal of directors, that requires for its adoption under the

DGCL or this certificate of incorporation the approval of the stockholders of the Corporation, shall, pursuant to subsection 7(i)(A) of Section 251(g) of the DGCL, require, in addition, the approval of the stockholders of JCHC Parent, Inc. (or any successor by merger), by the same vote as is required by the DGCL and/or this certificate of incorporation of the Corporation.”

SIXTH: The executed Agreement of Merger is on file at an office of the surviving corporation of the merger at 1100 Walnut Street, Suite 2400, Kansas City, Missouri, 64106.

SEVENTH: A copy of the Agreement of Merger will be furnished by the surviving corporation of the merger, on request and without cost, to any stockholder of either constituent corporation.

EIGHTH: The merger is to become effective upon the filing of this Certificate of Merger.

IN WITNESS WHEREOF, the surviving corporation has caused this certificate to be signed by an authorized officer as of this 5th day of June, 2014.

JACK COOPER HOLDINGS CORP.
By:	/s/ Theo Ciupitu
Name:	Theo Ciupitu
Title:	Executive Vice President

(Signature Page to Certificate of Merger)

EX-3.2

Exhibit 3.2

BYLAWS

OF

JACK COOPER HOLDINGS CORP.

ARTICLE I

Offices

Section 1.Principal and Registered Offices. The principal office of the Corporation shall be located at such place as the Board of Directors may specify from time to time. The registered office of the Corporation shall be located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19801.

Section 2.Other Offices. The Corporation may have offices at such other places, either within or without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Stockholders

Section 1.Place of Meeting. Meetings of stockholders shall be held at the principal office of the Corporation or at such other place or places, either within or without the State of Delaware, as shall either (i) be designated in the notice of the meeting or (ii) be agreed upon at or before the meeting by a majority of the stockholders entitled to vote at the meeting.

Section 2.Annual Meetings. The annual meeting of stockholders shall be held on any day (except Saturday, Sunday or a holiday) prior to March 15 of each year for the purpose of electing directors of the Corporation and the transaction of such other business as may be properly brought before the meeting.

Section 3.Substitute Annual Meeting. If the annual meeting is not held on the day designated by these bylaws, a substitute annual meeting may he called in accordance with Section 4 of this Article II. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer or the President or by order of the Board of Directors, and shall be called by the Chairman of the Board of Directors, the Chief Executive Officer or the President or by order of the Board of Directors upon the written request of any member of the Board of

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Directors or the holder or holders of at least 10% of all the shares of capital stock entitled to vote at the meeting.

Section 5.Notice of Meetings. Written or printed notice, stating the time and place of the meeting and, in the case of a special meeting, briefly describing the purpose or purposes of the meeting, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder of record entitled to vote at the meeting, by delivering a written notice thereof to him personally, or by mailing such notice in a postage prepaid envelope directed to him at his last address as it appears on the stock records of the Corporation. It shall be the primary responsibility of the Secretary to give the notice, but notice may be given by or at the direction of the Chairman of the Board of Directors, the Chief Executive Officer or the President or other person or persons calling the meeting. If a matter (other than the election of directors) is to be considered at an annual meeting on which a vote of stockholders is required by law or otherwise, notice shall be given as if the meeting were a special meeting. If any stockholder shall, in person or by attorney thereunto authorized, waive in writing notice of any meeting of the stockholders, whether prior to or after such meeting, notice thereof need not be given to him. Notice of any adjourned meeting of the stockholders shall not be required to be given, except where expressly required by law.

Section 6.Proxies. A stockholder may attend, represent, and vote his shares at any meeting in person, or be represented and have his shares voted for by a proxy which such stockholder has duly executed in writing. No proxy shall be valid after eleven (11) months from the date of its execution unless a longer period is expressly provided in the proxy. Each proxy shall be revocable unless otherwise expressly provided therein or unless otherwise made irrevocable by law.

Section 7.Quorum. Except as otherwise provided by law, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. In the absence of a quorum, any officer entitled to preside at, or act as Secretary of, such meeting, shall have the power to adjourn the meeting from time to time until a quorum shall be constituted. At any such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called. When a quorum is once present to organize a meeting, the stockholders present may continue to do business at the meeting or at any adjournment thereof notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 8.Voting of Shares. Each outstanding share of voting capital stock of the Corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders, except as otherwise provided in the certificate of incorporation. The vote by the holders of a majority of the shares voted on any matter at a meeting of stockholders at which a quorum is present shall be the act of the stockholders on that matter, unless the vote of a greater number is required by law, by the certificate of incorporation, or by these bylaws. Voting on all matters shall be by voice vote or by a show of hands, unless the holders of a majority of the shares represented at the meeting shall demand a vote by written ballot on a particular matter.

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Section 9.Action Without Meeting. Any action which the stockholders could take at a meeting may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The consent shall be filed with the Secretary of the Corporation as part of the corporate records. Such written consent shall have the same force and effect as a vote of stockholders, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business.

Section 10.Meeting by Use of Conference Telephone. Subject to the requirement for notice of meetings and if permitted by applicable law, stockholders may participate in and hold a meeting of such stockholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 11.Record Date. The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall be not more than sixty days, and in case of a meeting of stockholders not less ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting. If the stock transfer books are not closed, and no record date is fixed for the determination of stockholders, or of stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed, or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of stockholders.

Section 12.List of Stockholders. It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock records, either directly or through a transfer agent appointed by the Board of Directors, to prepare and make, at least ten days before every stockholders meeting, a complete list of stockholders entitled to vote at such meeting arranged in alphabetical order. Such list shall be open to the examination of any stockholder at the principal office of the Corporation for said ten days before such meeting, and shall be produced and kept at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any stockholder who may be present. The stock records of the Corporation shall be the only evidence of who are the stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting.

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ARTICLE III

Board of Directors

Section 1.General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors except as otherwise provided by law, by the certificate of incorporation of the Corporation or by these bylaws.

Section 2.Number, Term and Qualification. The Board of Directors of the Corporation shall consist of one or more members as determined by the Board of Directors or the Stockholders from time to time. Each director shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until his death, resignation or removal pursuant to these bylaws. Directors need not be residents of the State of Delaware or stockholders of the Corporation.

Section 3.Removal. Directors may be removed from office with or without cause by a vote of stockholders who hold a majority of the shares then entitled to vote at an election of directors. If any directors are so removed, new directors may be elected at the same meeting.

Section 4.Resignation. Any director of the Corporation may resign at any time by giving written notice to the Chairman of the Board of Directors, the Chief Executive Officer, President or Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified therein. The acceptance of such resignation shall not be necessary to make it effective.

Section 5.Vacancies. Any vacancy in the Corporation’s Board of Directors may be filled by a majority of the remaining directors. The stockholders may elect a director at any time to fill a vacancy not filled by the directors.

Section 6.Compensation. The directors shall not receive compensation for their services as such, except that the directors shall be entitled to be reimbursed for any reasonable expenses paid by them by reason of their attendance at any regular or special meeting of the Board of Directors or any of its committees, and by resolution of the Board of Directors, the directors may be paid fees, which may include but are not restricted to fees for attendance at meetings of the Board or any of its committees. Any director may serve the Corporation in any other capacity and receive compensation therefor.

ARTICLE IV

Meetings of Directors

Section 1.Annual and Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held immediately following the annual meeting of the

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stockholders. The Board of Directors may by resolution provide for the holding of regular meetings of the Board on specified dates and at specified times. If any date for which a regular meeting is scheduled shall be a legal holiday, the meeting shall be held on the next business day that is not a legal holiday or on a date designated in the notice of the meeting during either the same week in which the regularly scheduled date falls or during the preceding or following week. Regular meetings of the Board shall be held at the principal office of the Corporation or at such other place as may be designated in the notice of the meeting. Notice of annual meetings or any regular meetings held at the principal office of the Corporation and at the usual scheduled time shall not be required.

Section 2.Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors, Chief Executive Officer, President or any one director. Such meetings may be held at the time and place designated in the notice of the meeting.

Section 3.Notice of Meetings. The Secretary or other person or persons calling a meeting for which notice is required shall give notice by mail or telegram at least five days before the meeting, or by telephone at least twenty-four hours before the meeting. Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of the notice. Attendance by a director at a meeting for which notice is required shall constitute a waiver of notice, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called. Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in this notice of such meeting.

Section 4.Quorum. A majority of the directors in office shall constitute a quorum for the transaction of business at a meeting of the Board of Directors, but a smaller number may adjourn the meeting from time to time until a quorum shall be present. Any regular or special directors’ meeting may be adjourned from time to time by those present, whether a quorum is present or not.

Section 5.Manner of Acting. Except as otherwise provided by law, these bylaws or the certificate of incorporation of the Corporation or otherwise, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 6.Action Without Meeting. Action taken by a majority of the directors or of a committee of directors without a meeting is nevertheless Board or committee action, if written consent to the action is signed by all the directors or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action is taken. Such unanimous written consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business.

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Section 7.Meeting by Use of Conference Telephone. Any one or more directors or members of a committee may participate in a meeting of the Board or any of its committees by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be deemed presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V

Committees

Section 1.Designation of Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in these bylaws or in the resolution of the Board of Directors establishing the same, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that no such committee shall have the power or authority (i) to approve or adopt, or recommend to the stockholders of the Corporation, any action or matter expressly required by the General Corporation Law of the State of Delaware to be submitted to the stockholders of the Corporation for approval, or (ii) adopt, amend or repeal any bylaws of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 2.Executive Committee. There may be an Executive Committee of not more than three directors designated by resolution passed by a majority of the whole Board of Directors. Such committee may meet at stated times, or on notice to all by any of their own number. During intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, except that the Executive Committee shall not have authority to authorize or approve the following matters:

(a)The dissolution, merger or consolidation of the Corporation or the sale, lease or exchange of all or substantially all the property or assets of the Corporation.

(b)The designation of an Executive Committee or any other committee of directors having power to exercise any of the authority of the Board of Directors in the management of the Corporation or the filling of vacancies in the Board of Directors or in such committee.

(c)The fixing of compensation of the directors for serving on the Board of Directors or on such committee.

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(d)The amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

(e)The matters set forth in items (i) and (ii) of Section 1 of this Article V.

Vacancies in the membership of the Executive Committee shall be filled by a majority of the whole Board of Directors at a regular meeting or at a special meeting called for that purpose.

Section 3.Minutes. Each committee shall keep minutes of its proceedings and shall report thereon to the Board of Directors at or before the next meeting of the Board.

Section 4.Action Without Meeting; Telephonic Meeting. Action may be taken by each committee in the manner allowed by the Board of Directors pursuant to Sections 6 and 7 of Article IV.

ARTICLE VI

Officers

Section 1.Titles. The Board of Directors shall have the exclusive power and authority to elect from time to time such officers the Corporation including a Chairman of the Board of Directors, Vice Chairman, Chief Executive Officer, President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, General Counsel, one or more Associate General Counsels, Chief Financial Officer, Treasurer, Controller, Secretary, one or more Assistant Treasurers, one or more Assistant Controllers, one or more Assistant Secretaries, and such other officers as it shall deem necessary. Except as otherwise provided in these bylaws, the additional officers shall have the authority and perform the duties as from time to time may be prescribed by the Board of Directors. Any two or more offices may be held by the same individual, but no officer may act in more than one capacity where action of two or more officers is required.

Section 2.Election and Term. The officers of the Corporation shall be elected by the Board of Directors at the regular meeting of the Board held each year immediately following the annual meeting of the stockholders. Each officer shall hold office until the next regular meeting at which officers are to be elected and until a successor is elected and qualifies or until his death, resignation, or removal pursuant to these bylaws.

Section 3.Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Corporation will be served, but removal shall be without prejudice to any contract rights of the individual removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.Vacancies. Vacancies among the officers may be created and filled by the Board of Directors.

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Section 5.Compensation. The compensation and all other terms of employment of the officers shall be fixed by the disinterested members of the Board of Directors. No officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the Corporation.

Section 6.Chairman of the Board of Directors. The Chairman of the Board of Directors, if such officer is elected, shall preside at all meetings of the stockholders and the Board of Directors and shall have such other authority and perform such other duties as the Board of Directors shall designate.

Section 7.Vice Chairman. The Vice Chairman, if such officer is elected, shall have such powers and perform such duties as the Board of Directors or the Chairman of the Board of Directors (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these bylaws. In the absence of Chairman of the Board of Directors, the Vice Chairman shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 8.Chief Executive Officer. Subject to such powers, if any, as may be given by the Board of Directors to the Chairman of the Board of Directors, if there is such officer, the Chief Executive Officer shall have supervision over and may exercise general executive powers concerning all of the operations and business of the Corporation, with the authority from time to time to delegate to other officers such executive and other powers and duties as he may deem advisable. If there be no Chairman of the Board of Directors or Vice Chair, or in their absence, the Chief Executive Officer shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 9.President. The President shall perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may delegate from time to time or as may be provided by applicable law or elsewhere in these bylaws.

Section 10.Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. The Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, if such officers are elected, shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these bylaws. At the request of the Chairman of the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) any Vice President shall exercise the powers of the President during that officer’s absence or inability to act. Any action taken by a Vice President in the performance of the duties of the President shall be presumptive evidence of the absence or inability to act of the President at the time the action was taken.

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Section 11.General Counsel. The General Counsel shall advise and represent the Corporation generally in all legal matters and proceedings, and shall act as counsel to the Board of Directors and the Executive Committee. The General Counsel may sign and execute pleadings, powers of attorney pertaining to legal matters, and any other contracts and documents in the regular course of his duties.

Section 12.Associate General Counsels. Each Associate General Counsel shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, General Counsel, or Board of Directors, and the Associate General Counsels shall exercise the powers of the General Counsel during that officer’s absence or inability to act.

Section 12.Chief Financial Officer. The Chief Financial Officer of the Corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director for a purpose reasonably related to his position as a director. The Chief Financial Officer shall render to the Chief Executive Officer, and Board of Directors, whenever they may request it, an account of the transactions of the Corporation and of the financial condition of the Corporation. The Chief Financial Officer shall have such other powers and perform such other duties as the Board of Directors shall designate or as may be provided by applicable law or elsewhere in these bylaws.

Section 13.Treasurer. The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. The Treasurer shall keep full and accurate accounts of the finances of the Corporation and shall cause a true statement of the assets and liabilities of the Corporation as of the close of each fiscal year and of the results of its operations and of changes in surplus, all in reasonable detail, to be made and filed at the principal office of the Corporation within three months after the end of the fiscal year. The statement shall be available for inspection by any stockholder for a period often years, and the Treasurer shall mail or otherwise deliver a copy of the latest statement to any stockholder upon written request. The Treasurer shall in general perform all duties incident to the office and such other duties as may be assigned from time to time by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors. If a Chief Financial Officer has not been elected or appointed, the Treasurer shall perform the duties of the Chief Financial Officer unless and until a Chief Financial Officer is elected by the Board of Directors

Section 14.Controller and Assistant Controllers. The Controller shall have charge of the accounting affairs of the Corporation and shall have such other powers and perform such other duties as the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors shall designate. Each Assistant Controller shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors and the Assistant Controllers shall exercise the powers of the Controller during that officer’s absence or inability to act.

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Section 15.Assistant Treasurers. Each Assistant Treasurer shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, Treasurer, or Board of Directors, and the Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

Section 16.Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of stockholders and of the Board of Directors and shall give all notices required by law and by these bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it. The Secretary shall have general charge of the stock transfer books of the Corporation and shall keep at the principal office of the Corporation a , record of stockholders, showing the name and address of each stockholder and the number and class of the shares held by each. The Secretary shall sign such instruments as may require the signature of the Secretary, and in general shall perform the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Chief Executive Officer, President, or Board of Directors.

Section 17.Assistant Secretaries. Each Assistant Secretary shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Secretary, or Board of Directors, and the Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.

Section 18.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at meetings of the stockholders of any Corporation in which this Corporation may hold stock, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such stock and which, as the owner, the Corporation might have possessed and exercised if present. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

ARTICLE VII

Capital Stock

Section 1.Certificates. Certificates for shares of the capital stock of the Corporation shall be in such form not inconsistent with the certificate of incorporation of the Corporation as shall be approved by the Board of Directors. The certificates shall be consecutively numbered or otherwise identified. The name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer records of the Corporation. Each certificate shall be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President and by the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer; provided, that where a certificate is signed by a transfer agent or assistant transfer agent of the Corporation, the signatures of such officers of the Corporation upon the certificate may be by facsimile, engraved or printed. Each certificate shall be sealed with the seal of the Corporation or a facsimile thereof.

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Section 2.Transfer of Shares. Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificate for the shares sought to be transferred by the record holder or by a duly authorized agent, transferee or legal representative. All certificates surrendered for transfer shall be canceled before new certificates for the transferred shares shall be issued.

Section 3.Restrictions on Transfer of Shares. Shares of capital stock of the Corporation shall not be transferred except as provided under the terms of any agreements among the holders of such shares. Each stock certificate issued by the Corporation representing shares of its common or preferred stock shall bear an appropriate reference to the above-mentioned restriction.

Section 4.Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents and one or more registrars of transfers and may require all stock certificates to be signed or countersigned by the transfer agent and registered by the registrar of transfers.

Section 5.Regulations. The Board of Directors shall have power and authority to make rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of capital stock of the Corporation.

Section 6.Lost Certificates. The Board of Directors may authorize the issuance of a new certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit from the person explaining the loss or destruction. When authorizing issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in a sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring a bond.

ARTICLE VIII

General Provisions

Section 1.Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends out of its earned surplus on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2.Seal. The seal of the Corporation shall have inscribed thereon the name of the Corporation and “Delaware” around the perimeter, and the words “Corporate Seal” in the center.

Section 3.Waiver of Notice. Whenever notice is required to be given to a stockholder, director or other person under the provisions of these bylaws, the certificate of incorporation of the Corporation or by applicable law, a waiver in writing signed by the person

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or persons entitled to the notice, whether before or after the time stated in the notice, shall be equivalent to giving the notice.

Section 4.Depositories and Checks. All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate.

Section 5.Bond. The Board of Directors may by resolution require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board.

Section 6.Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 7.Taxable Year. The taxable year of the Corporation shall be the period ending on December 31 of each year or such other period as the Board of Directors shall from time to time determine.

Section 8.Indemnification of Directors, Officers, Employees and Agents.

(a)Right to Indemnification. Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, finds, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in

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connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Delaware General Corporation Law requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise (hereinafter an “undertaking”).

(b)Right of Indemnitee to Bring Suit. If a claim under paragraph (a) of this Section is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Section or otherwise shall be on the Corporation.

(c)Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other

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right which any person may have or hereafter acquire under any statute, the certificate of incorporation of the Corporation, these bylaws, by agreement, by vote of stockholders or disinterested directors or otherwise.

(d)Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss under the Delaware General Corporation Law.

(e)Indemnification of Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses, to any agent of the Corporation to the fullest extent of the provisions of the Section with respect to the indemnification and advancement of expenses of directors, officers and employees of the Corporation.

Section 9.Amendments. Unless otherwise provided in the articles of incorporation or a bylaw adopted by the stockholders or by law, these bylaws may be amended or repealed by the board of directors, except that a bylaw adopted, amended or repealed by the stockholders may not be readopted, amended or repealed by the board of directors if neither the articles of incorporation nor a bylaw adopted by the stockholders authorizes the board of directors to adopt, amend or repeal that particular bylaw or the bylaws generally without the assent or vote of the stockholders. These bylaws may be amended or repealed by the stockholders even though the bylaws may also be amended or repealed by the board of directors. A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed (a) if originally adopted by the stockholders, only by the stockholders, unless such bylaw as originally adopted by the stockholders provides that such bylaw may be amended or repealed by the board of directors or (b) if originally adopted by the board of directors, either by the stockholders or by the board of directors. A bylaw that fixes a greater quorum or voting requirement may not be adopted by the board of directors by a vote less than a majority of the directors then in office and may not itself be amended by a quorum or vote of the directors less than the quorum or vote prescribed in such bylaw or prescribed by the stockholders.

Section 10.Stockholders Agreement. To the extent that the provisions of these Bylaws are inconsistent with any stockholders agreement subsequently entered into by the holders of the Corporation’s capital stock, the stockholders agreement shall control.

* * * *

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THIS IS TO CERTIFY that the above Bylaws of JACK COOPER HOLDINGS CORP. were duly adopted by the Board of Directors of the Corporation by action taken by unanimous written consent effective the 29th day of November, 2010.

This 29th day of November, 2010.

/s/ Rudy Bijleveld

Rudy Bijleveld, Secretary

[Corporate Seal]

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EX-3.3.1

Exhibit 3.3.1

CERTIFICATE OF INCORPORATION

OF

LRD, INC.

FIRST.The name of the Corporation is LRD, INC.

SECOND.Its registered office in the State of Delaware is located at 100 West Tenth Street, in the City of Wilmington, County of New Castre. The name and address of its registered agent is The Corporation Trust Company, 100 West Tenth Street, Wilmington, Delaware.

THIRD.The nature of the business, or objects or purposes to be transacted, promoted or carried on are:

Without restriction or limit as to amount, to purchase or otherwise acquire, hold, own, mortgage, encumber, sell, lease for any term of years, option, convey, transfer, assign or otherwise dispose of, real and personal property of every class and description in any of the states, districts, territories or colonies of the United States, and in any and all foreign countries, subject to the laws of such state, district, territory, colony or country.

To investigate, inquire, design, develop, manufacture, produce, assemble, fabricate, import, lease, purchase or otherwise acquire; to invest in, own, hold, use, license the use of, install, handle maintain, service or repair; to sell, pledge, mortgage exchange, export, distribute, lease, assign and otherwise dispose of, and generally to trade and deal in and with, as principal or agent, at wholesale or retail, on commission or otherwise; buildings and structures of every kind, produced from metals or any other substances, and any components, parts or equipment relating to or functioning in such buildings or structures; supplies, parts, equipment, apparatus, machinery improvements, appliances, tools, and goods, wares, merchandise, commodities, articles of commerce

and property of every kind and description, and any and all products, machinery, equipment and supplies used or useful in connection therewith, or to own businesses engaged in or conducting any such activities.

To acquire by purchase, lease, or otherwise, lands in any locality for any purpose including the prospecting for, and obtaining oil, gas or other minerals, and to that end to drill, or cause to be drilled, oil, gas or mineral wells, and to buy, lease or otherwise acquire machinery and equipment necessary to accomplish such purposes; and if oil, gas or other minerals are found, then to market same to the best advantage.

To engage in the movement by any means, of oil, gas, salt, sulphur, or other minerals, either produced by this Corporation or others. To build, construct, lease, purchase or otherwise acquire buildings, machinery, and other apparatus for refining, smelting, manufacturing, or otherwise working up the products of mineral lands, either produced by this Corporation or others.

To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares, and merchandise and personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this Corporation or otherwise, the good will, rights, assets, and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge, or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporation, joint stock companies, syndicates, associations, firms, trust or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as the owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

To enter into, make and perform contracts of any kind and description with any person, firm, joint venture, partnership, association, corporation, municipality, county, state, body politic or government or colony or dependency thereof.

To borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills or exchange, warrants, bonds, debentures and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge, or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

To loan to any person, firm or corporation any of its surplus funds, either with or without security.

To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital except as otherwise permitted by law, and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

In general, to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by the laws of the State of Delaware upon corporations formed under the General Corporation Law of the State of Delaware, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do.

The objects and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this Certificate of Incorporation, but the objects and purposes specified in each of the foregoing clauses of this article shall be regarded as independent objects and purposes.

FOURTH.The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of VOTING COMMON STOCK, all of one class and of the par value of One Dollar ($1.00) each.

FIFTH.The minimum amount of capital with which this Corporation will commence business is One Thousand Dollars ($1,000.00).

SIXTH.The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
J. William Conger	4900 North Santa Fe
	Oklahoma City, Oklahoma 73118
Larry D. Hartzog	4900 North Santa Fe
	Oklahoma City, Oklahoma 73118
G. M. Tebow	4900 North Santa Fe
	Oklahoma City, Oklahoma 73118

SEVENTH.This Corporation is to have perpetual existence.

EIGHTH.The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatsoever.

NINTH.The number of directors of this Corporation shall be as specified in the By-Laws, and such number from time to time may be increased or decreased under the By-Laws, provided the number of directors of the Corporation shall not be less than three. Directors and officers need not be stockholders. In case of any increase in the number of directors, the additional directors may be elected by the Board of Directors to hold office until the next annual meeting of the stockholders. In case of vacancies in the Board of Directors, a majority of the remaining members of the Board, even though less than a quorum, may elect directors to fill such vacancies to hold office until the next annual meeting of the stockholders.

TENTH.In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized:

To make, alter, amend, add to, revise, or repeal the By-Laws in any manner not contrary to the laws of the State of Delaware;

When and as authorized by an affirmative vote of the holders of a majority of the stock, to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration as its Board of Directors shall deem expedient and for the best interest of the Corporation;

To submit any contract or act for approval or ratification to any annual meeting of the stockholders, or at any meeting of the stockholders called for the purpose of considering any such act or contract; and any contract or act that shall be approved or ratified by the vote of the holders of a majority of the issued and outstanding stock of this Corporation having voting power

which is represented in person or by proxy at such meeting (provided that a lawful quorum of such stockholders be there represented in person or by proxy), shall be as valid and as binding upon this Corporation and upon all of its stockholders as though it had been approved or ratified by all of the holders of the stock of this Corporation having voting rights, whether or not the contract or act would otherwise be open to legal or equitable attack because of the interest of any of the directors of this Corporation, or for any other reason.

By resolution passed by a majority of the whole board, to designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution or in the By-Laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the By-Laws of the Corporation or as may be determined from time to time by resolution by the Board of Directors.

A majority of the stock issued and outstanding of this Corporation having voting power may in the By-Laws confer powers additional to the foregoing upon the directors, in addition to the powers and authorities expressly conferred upon them by law.

ELEVENTH.No contract or other transaction between this Corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this Corporation, and no act of this Corporation shall in any way be affected or invalidated by the fact that any of the directors of this Corporation are pecuniarily or otherwise interested in, or are directors or officers of such other corporation; any director individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or other-

wise interested in, any contract or transaction of this Corporation, provided that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors, or a majority thereof; and any director of this Corporation who is also a director or officer of such other corporation, or who is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this Corporation which shall authorize such contract or transaction, with like force and effect as if he were not such director or officer of such other corporation or not so interested.

TWELFTH.The Corporation shall indemnify any and all of its officers or directors or former directors or officers or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a director or officer of the Corporation, or of such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under any By-Law, agreement, vote of stockholders, or otherwise.

THIFTEENTH.If the By-Laws so provide, the stockholders and directors shall have the power to hold their meetings, to have an office or offices and to keep the books of this Corporation (subject to the provisions of the Statutes of Delaware) outside the State of Delaware at such places as from time to time may be designated by the By-Laws or by the resolution of the directors.

FOURTEENTH.The directors and officers of this Corporation shall be elected in the manner provided for in its By-Laws.

FIFTEENTH.No stockholder of this Corporation shall have any preemptive or preferential right of subscription to any shares of stock of this Corporation, whether now or hereafter authorized, or to any obligations convertible into stock of this Corporation, authorized, issued or sold.

SIXTEENTH.This Corporation reserves the right to amend, alter, change, revise, or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights conferred on officers, directors and stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being all of the incorporators, for the purpose of forming a corporation, in pursuance of an Act of the Legislature of the State of Delaware entitled “An Act Providing a General Corporation Law” (approved March 10, 1889) and the acts amendatory thereof and supplemental thereto, do make and file this Certificate of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly hereunto have set our hands and seals this 18th day of January, 1972.

	/s/ J. William Conger
	J. William Conger
	4900 North Santa Fe
	Oklahoma City, Oklahoma 73118
	/s/ Larry D. Hartzog
	Larry D. Hartzog
	4900 North Santa Fe
	Oklahoma City, Oklahoma 73118
	/s/ G. M. Tebow
	G. M. Tebow
	4900 North Santa Fe
	Oklahoma City, Oklahoma 73118
In the presence of:
/s/ Linda Driskill
Linda Driskill
/s/ Janis Bynum
Janis Bynum

ACKNOWLEDGMENT

STATE OF OKLAHOMA	)
	) SS.
COUNTY OF OKLAHOMA	)

BE IT REMEMBERED, that on this 18th day of January, 1972, personally appeared before me, the subscribed, a Notary Public, for the State and County aforesaid, J. William Conger, Larry D. Hartzog, and G. M. Tebow, all the parties to the foregoing Certificate of Incorporation, known to me personally to be such, and severally acknowledged the said Certificate to be their act and deed respectively, and that the facts therein stated were truly set forth.

GIVEN under my hand seal of office the day and year aforesaid.

	/s/ Deanna Williams
	Deanna Williams, Notary Public
[SEAL]
My Commission expires March 26, 1973.

EX-3.3.2

Exhibit 3.3.2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

LRD, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:    That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of LRD, INC. be amended by changing the FIRST Article thereof so that, as amended, said Article shall be and read as follows:

“FIRST:     The name of the corporation is AUTO HANDLING CORPORATION.”

SECOND:      That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of The General Corporation Law of the State of Delaware.

THIRD:      That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of The General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said LRD, INC. has caused this certificate to be signed by G. Marvin Tebow, its Vice President, and attested by J. Terrence Pansza, its Secretary, this 10th day of January, 1979.

		LRD, INC.
		By	/s/ G. Marvin Tebow
ATTEST:
By	/s/ J. Terrence Pansza

EX-3.3.3

Exhibit 3.3.3

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

AUTO HANDLING CORPORATION

Pursuant to the provisions of the Delaware General Corporation Law, the undersigned corporation hereby certifies as follows:

1.Auto Handling Corporation is a corporation organized and existing under the laws of the State of Delaware.

2.Effective as of December 1, 1986, the board of directors of the corporation adopted resolutions setting forth the following amendments and additions to the corporation’s Articles of Incorporation and declared its advisability:

RESOLVED, that, subject to the approval of the stockholders of the corporation, ARTICLE FOUR of the Articles of Incorporation of the corporation shall be, and it hereby is, amended so that, as amended, such ARTICLE FOUR shall be and read in its entirety as follows:

ARTICLE FOUR

The authorized capital stock shall be 5,000 shares of Class A Common Stock and 5,000 shares of Class B Preferred Stock. The respective designation, preferences, qualifications, limitations, restrictions and rights of Class A Common Stock and Class B Preferred Stock shall be as follows:

Class A Common Stock:Class A Common Stock shall be voting common stock with a par value of $1.00 per share. Each share of Class A common stock shall be entitled to one vote.

Class B Preferred Stock:Class B Preferred Stock shall be voting stock with a par value of $1.00 per share. Each share of Class B Preferred Stock shall be entitled to one vote. In the event of liquidation, dissolution, bankruptcy or other termination, the holders of Class B Preferred Stock shall be entitled to a return or an amount equal to the par value per share of such stock, to the extent the assets of the corporation are sufficient, prior to

any distributions to any holders of any other class of stock, but the holders of Class B Preferred Stock shall not be entitled to any return in excess of the par value per share of such stock. The holders of the Class B Preferred Stock shall be entitled to convert their shares of Class B Preferred Stock to Class A Common Stock at any time upon written notice to the board of directors of the corporation. The number of shares of Class A Common Stock into which each share of Class B Preferred Stock can be converted shall be equal to the quotient of the fair market value of the Class A Common Stock as of the date of conversion divided by the par value of the Class B Preferred Stock. The fair market value shall be determined in the manner prescribed by the board of directors. The holders of the Class B Preferred Stock, in preference and priority to the holders of the Class A Common Stock, shall be entitled to receive out of the net profits of the corporation, as and when declared by the Board of Directors, annual noncumulative cash dividends at the rate of 9% per annum and no more, payable to stockholders of record at the close of business on such date preceding the payment thereof as may be fixed by the Boarri of Directors on declaring such dividend. Subject to the foregoing provisions, the Class B Preferred Stock shall not be entitled to participate in any other or additional surplus cash dividends or net profits of the corporation. Stock dividends of any class of stock may be paid to the holders of the Class A Common Stock but only stock dividends of Class B Preferred Stock shall be paid to the holders of Class B Preferred Stock.

RESOLVED, that, subject to the approval of the stockholders, the following Article Seventeen be added to the corporation’s Articles of Incorporation.

ARTICLE SEVENTEEN

No director shall be liable to the corporation or its stockholders for any breach of a fiduciary duty as a director, except that a director may be liable to the corporation or its stockholders for any of the following: (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) any act or omission not in good faith or which involved intentional misconduct or knowing violation of law, (iii) any act pursuant to Section

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174 of the Delaware General Corporation Code regarding unlawful payments of dividends, or (iv) any transaction from which the director derived a personal benefit. The foregoing limitations on personal liability of a director shall not apply to any act or omission occurring prior to the date when this amendment to the Articles of Incorporation becomes effective.

3.The directors submitted the amendments to the stockholders of the corporation for their approval.

4.Effective as of December 2, 1986, the stockholders of the corporation approved the amendments. Of the 1,000 out standing shares of the corporation’s stock entitled to vote on the amendments, all shares voted (or the amendments and no shares voted against the amendments.

5.The amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

In witness whereof, the undersigned, R. A. Pearson, President of the corporation, has executed this instrument on behalf of the corporation and the Secretary of the corporation has attested such signature on the 18th day of December, 1986.

	AUTO HANDLING CORPORATION
	By	/s/ R. A. Pearson
		President
[SEAL]
ATTEST:
/s/ John H. Kreamer
Secretary

STATE OF MISSOURI	)
	)   SS.
COUNTS OF JACKSON	)

The foregoing instrument was acknowledged before me this 18th of December, 1986, by R. A. Pearson, President of Auto Handling Corporation, a Delaware corporation, on behalf of the corporation.

	/s/ Virginia R. Carpenter
	Notary Public in and for said
	County and State
[SEAL]
My commission expires:
Virginia R. Carpenter
Notary Public - State of Missouri
Commissioned in Jackson County
My Commission Expires: Aug. 3, [ILLEGIBLE]

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EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BYLAWS

OF

AUTO HANDLING CORPORATION

ARTICLE I

Offices

Section 1.Principal and Registered Offices. The principal office of the Corporation shall be located at such place as the Board of Directors may specify from time to time. The Corporation shall maintain at all times a registered office in the State of Delaware and a registered agent at that office.

Section 2.Other Offices. The Corporation may have offices at such other places, either within or without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Stockholders

Section 1.Place of Meeting. Meetings of stockholders shall be held at the principal office of the Corporation or at such other place or places, either within or without the State of Delaware, as shall either (i) be designated in the notice of the meeting or (ii) be agreed upon at or before the meeting by a majority of the stockholders entitled to vote at the meeting.

Section 2.Annual Meetings. The annual meeting of the stockholders of the Corporation shall be held at such time and date following the close of the fiscal year as shall be determined by the Board of Directors, for the purpose of electing directors and transacting such other business as may properly be brought before the meeting.

Section 3.Failure to hold Annual Meeting; Substitute Annual Meeting. The failure to hold an annual meeting at the time fixed in accordance with these bylaws shall not affect the validity of any corporate action. If the annual meeting is not held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with Section 4 of this Article II. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board, Chief Executive Officer or by order of the Board of Directors, and shall be called by the Chairman of the Board, Chief Executive Officer or by order of the Board of Directors upon the written request of any member of the Board of Directors or the holder or holders of at least 10% of all the shares of capital stock entitled to vote at the meeting.

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Section 5.Notice of Meetings. Written or printed notice, stating the time and place of the meeting and, in the case of a special meeting, briefly describing the purpose or purposes of the meeting, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder of record entitled to vote at the meeting, by delivering a written notice thereof to him personally, or by mailing such notice in a postage prepaid envelope directed to him at his last address as it appears on the stock records of the Corporation. It shall be the primary responsibility of the Secretary to give the notice, but notice may be given by or at the direction of the Chairman of the Board or the Chief Executive Officer or other person or persons calling the meeting. If any stockholder shall, in person or by attorney thereunto authorized, waive in writing notice of any meeting of the stockholders, whether prior to or after such meeting, notice thereof need not be given to him. Notice of any adjourned meeting of the stockholders shall not be required to be given, except where expressly required by law.

Section 6.Proxies. A stockholder may attend, represent, and vote his shares at any meeting in person, or be represented and have his shares voted for by a proxy which such stockholder has duly executed in writing. No proxy shall be valid after eleven (11) months from the date of its execution unless a longer period is expressly provided in the proxy. Each proxy shall be revocable unless otherwise expressly provided therein or unless otherwise made irrevocable by law.

Section 7.Quorum. Except as otherwise provided by law, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. In the absence of a quorum, any officer entitled to preside at, or act as Secretary of, such meeting, shall have the power to adjourn the meeting from time to time until a quorum shall be constituted. At any such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called. When a quorum is once present to organize a meeting, the stockholders present may continue to do business at the meeting or at any adjournment thereof notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 8.Voting of Shares. Each outstanding share of voting capital stock of the Corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders, except as otherwise provided in the certificate of incorporation. The vote by the holders of a majority of the shares voted on any matter at a meeting of stockholders at which a quorum is present shall be the act of the stockholders on that matter, unless the vote of a greater number is required by law, by the certificate of incorporation, or by these bylaws of the Corporation. Voting on all matters shall be by voice vote or by a show of hands, unless the holders of 10%/majority of the shares represented at the meeting shall demand a vote by written ballot on a particular matter.

Section 9.Action Without Meeting. Any action which the stockholders could take at a meeting may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The consent shall be filed with the Secretary of the Corporation as part of the corporate records. Such written consent shall have the same force and effect as a vote of stockholders, and may be stated as such in any articles,

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certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business.

Section 10.Meeting by Use of Remote Communication. Subject to the requirement for notice of meetings and if permitted by applicable law, stockholders may participate in and hold a meeting of such stockholders by means of remote communication by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 11.Record Date. The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall be not more than sixty days, and in case of a meeting of stockholders not less ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting. If the stock transfer books are not closed, and no record date is fixed for the determination of stockholders, or of stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed, or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of stockholders.

Section 12.List of Stockholders. It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock records, either directly or through a transfer agent appointed by the Board of Directors, to prepare and make, at least ten days before every stockholders meeting, a complete list of stockholders entitled to vote at such meeting arranged in alphabetical order. Such list shall be open to the examination of any stockholder at the principal office of the Corporation for said ten days before such meeting, and shall be produced and kept at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any stockholder who may be present. The stock records of the Corporation shall be the only evidence of who are the stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting.

ARTICLE III

Board of Directors

Section 1.General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors except as otherwise provided by law, by the certificate of incorporation of the Corporation or by these bylaws.

Section 2.Number, Term and Qualification. The Board of Directors of the Corporation shall consist of three or more members. The initial number of directors shall be

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three, which number may be changed only by amendment of these bylaws. Each director shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until his death, resignation or removal pursuant to these bylaws. Directors need not be residents of the State of Delaware or stockholders of the Corporation.

Section 3.Removal. Directors may be removed from office with or without cause by a vote of stockholders who hold a majority of the shares then entitled to vote at an election of directors. If any directors are so removed, new directors may be elected at the same meeting.

Section 4.Resignation. Any director of the Corporation may resign at any time by giving written notice to the Chief Executive Officer or the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified therein. The acceptance of such resignation shall not be necessary to make it effective.

Section 5.Vacancies. Any vacancy in the Corporation’s Board of Directors may be filled by a majority of the remaining directors. Any vacancy created by an increase in the authorized number of directors shall be filled only by election at an annual meeting or at a special meeting of stockholders called for that purpose. The stockholders may elect a director at any time to fill a vacancy not filled by the directors.

Section 6.Compensation. The directors shall not receive compensation for their services as such, except that the directors shall be entitled to be reimbursed for any reasonable expenses paid by them by reason of their attendance at any regular or special meeting of the Board of Directors or any of its committees, and by resolution of the Board of Directors, the directors may be paid fees, which may include but are not restricted to fees for attendance at meetings of the Board or any of its committees. Any director may serve the Corporation in any other capacity and receive compensation therefor.

ARTICLE IV

Meetings of Directors

Section 1.Annual and Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held immediately following the annual meeting of the stockholders. The Board of Directors may by resolution provide for the holding of regular meetings of the Board on specified dates and at specified times. If any date for which a regular meeting is scheduled shall be a legal holiday, the meeting shall be held on the next business day that is not a legal holiday or on a date designated in the notice of the meeting during either the same week in which the regularly scheduled date falls or during the preceding or following week. Regular meetings of the Board shall be held at the principal office of the Corporation or at such other place as may be designated in the notice of the meeting. Notice of annual meetings or any regular meetings held at the principal office of the Corporation and at the usual scheduled time shall not be required.

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Section 2.Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer or any one director. Such meetings may be held at the time and place designated in the notice of the meeting.

Section 3.Notice of Meetings. The Secretary or other person or persons calling a meeting for which notice is required shall give notice by mail or telegram at least five days before the meeting, or by telephone at least twenty-four hours before the meeting. Oral notice may be substituted for such written notice if given not less than five days before the meeting. Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of the notice. Attendance by a director at a meeting for which notice is required shall constitute a waiver of notice, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called. Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in this notice of such meeting.

Section 4.Quorum. One-third (1/3) of the directors in office shall constitute a quorum for the transaction of business at a meeting of the Board of Directors, but a smaller number may adjourn the meeting from time to time until a quorum shall be present. Any regular or special directors’ meeting may be adjourned from time to time by those present, whether a quorum is present or not.

Section 5.Manner of Acting. Except as otherwise provided by law, these bylaws or the certificate of incorporation of the Corporation or otherwise, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 6.Action Without Meeting. Action taken by a majority of the directors or of a committee of directors without a meeting is nevertheless Board or committee action, if written consent to the action is signed by all the director or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action is taken. Such unanimous written consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business.

Section 7.Meeting by Use of Conference Telephone. Any one or more directors or members of a committee may participate in a meeting of the Board or any of its committees by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be deemed presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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ARTICLE V

Committees

Section 1.Designation of Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in these bylaws or in the resolution of the Board of Directors establishing the same, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Such committees or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 2.Executive Committee. There may be an Executive Committee of not more than three directors designated by resolution passed by a majority of the whole Board of Directors. Such committee may meet at stated times, or on notice to all by any of their own number. During intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, except that the Executive Committee shall not have authority to authorize or approve the following matters:

(a)The dissolution, merger or consolidation of the Corporation or the sale, lease or exchange of all or substantially all the property or assets of the Corporation.

(b)The designation of an Executive Committee or any other committee of directors having power to exercise any of the authority of the Board of Directors in the management of the Corporation or the filling of vacancies in the Board of Directors or in such committee.

(c)The fixing of compensation of the directors for serving on the Board or on such committee.

(d)The amendment or repeal of the bylaws, or the adoption of new bylaws.

(e)The amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

Vacancies in the membership of the Executive Committee shall be filled by a majority of the whole Board of Directors at a regular meeting or at a special meeting called for that purpose.

Section 2.Minutes. Each committee shall keep minutes of its proceedings and shall report thereon to the Board of Directors at or before the next meeting of the Board.

Section 3.Action Without Meeting; Telephonic Meeting. Action may be taken by each committee in the manner allowed by the Board of Directors pursuant to Sections 6 and 7 of Article IV.

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ARTICLE VI

Officers

Section 1.Titles. The Board of Directors, at its first meeting after each annual meeting of the stockholders, shall elect a Chief Executive Officer, a President, a Secretary, and a Treasurer and may elect, at the same meeting or at any other time and from time to time, such other of the following Officers: Chairman of the Board, Vice Chairman of the Board, Chief Financial Officer, Chief Operating Officer, one or more Vice Presidents (any number of whom may be designated Executive Vice President), one or more Assistant Treasurers, and one or more Assistant Secretaries. Except as otherwise provided in these bylaws, the additional officers shall have the authority and perform the duties as from time to time may be prescribed by the Board of Directors. Any two or more offices may be held by the same individual, but no officer may act in more than one capacity where action of two or more officers is required.

Section 2.Election and Term. The officers of the Corporation shall be elected by the Board of Directors at the regular meeting of the Board held each year immediately following the annual meeting of the stockholders. Each officer shall hold office until the next regular meeting at which officers are to be elected and until a successor is elected and qualifies or until his death, resignation, or removal pursuant to these bylaws.

Section 3.Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Corporation will be served, but removal shall be without prejudice to any contract rights of the individual removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.Vacancies. Vacancies among the officers may be created and filled by the Board of Directors.

Section 5.Compensation. The compensation and all other terms of employment of the officers shall be fixed by the disinterested members of the Board of Directors. No officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the Corporation.

Section 6.Chairman of the Board of Directors. The Board of Directors may designate the Chairman of the Board as having the powers of the Chief Executive Officer coextensively with the Chief Executive Officer. If so designated, the Chairman of the Board shall have all the powers and duties of the Chief Executive Officer coextensively with the Chief Executive Officer and such other powers and duties as the Board may determine, and any act required or permitted by law to be done by the Chief Executive Officer may be done instead by the Chairman of the Board. The Chairman of the Board, whether or not designated as having powers of a Chief Executive Officer, shall preside at all meetings of the stockholders and of the Board of Directors, except as otherwise provided in these Bylaws, and shall be ex officio a member of all standing committees, unless otherwise provided in the resolution appointing the same. In the event of the disability, death, resignation, or removal of the Chief Executive Officer

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or the failure to elect a Chief Executive Officer, the Chairman shall have the sole powers of the Chief Executive Officer and shall hold the office of Chief Executive Officer unless and until a new Chief Executive Officer is elected by the Board of Directors.

Section 7.Chief Executive Officer. The Chief Executive Officer shall have general charge of the business and affairs of the Corporation, and shall have final decision-making authority in the conduct of all business affairs of the Corporation (unless the Board of Directors designates the Chairman of the Board as having the powers of the Chief Executive Officer coextensively with the Chief Executive Officer). The Chief Executive Officer may perform such acts, not inconsistent with the applicable law or the provisions of these Bylaws, usually performed by the principal executive officer of a corporation and may sign and execute all authorized notes, bonds, mortgages, contracts, and other obligations in the name of the Corporation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The Chief Executive Officer shall have such other powers and perform such other duties as the board of directors shall designate or as may be provided by applicable law or elsewhere in these Bylaws.

Section 8.President. The President shall have responsibility for the day-to-day operations of the business of the Corporation. The President may perform such acts, not inconsistent with the applicable law or the provisions of these Bylaws, and may sign and execute all authorized notes, bonds, contracts, and other obligations in the name of the Corporation. The President shall have such other powers and perform such other duties as the Board of Directors or the Chief Executive Officer shall designate or as may be provided by applicable law or elsewhere in these Bylaws. In the event of the disability, death, resignation, or removal of the Chief Executive Officer or the failure to elect a Chief Executive Officer, the President shall hold the office of Chief Executive Officer unless and until a new Chief Executive Officer is elected by the Board of Directors.

Section 9.Chief Operating Officer. Subject to the direction and control of the Chief Executive Officer, the President, and the Board of Directors, the Chief Operating Officer shall supervise and control the operations of the Corporation, shall have such duties and authority as are normally incident to the position of chief operating officer of a corporation and such other duties as may be prescribed from time to time by the Chief Executive Officer, the President, or the Board of Directors, and, in the absence or disability of the Chief Executive Officer and the President, shall have the authority and perform the duties of the Chief Executive Officer and President.

Section 10.Vice Presidents. The Vice Presidents shall exercise the powers of the President during that officer’s absence or inability to act. Any action taken by a Vice President in the performance of the duties of the President shall be presumptive evidence of the absence or inability to act of the President at the time the action was taken. The Vice Presidents shall have such other powers and perform such other duties as may be assigned by the Board of Directors.

Section 11.Treasurer. The Treasurer, if such officer is elected, shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or

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disburse the same under the direction of the Board of Directors. The treasurer shall keep full and accurate accounts of the finances of the Corporation and shall cause a true statement of the assets and liabilities of the Corporation as of the close of each fiscal year and of the results of its operations and of changes in surplus, all in reasonable detail, to be made and filed at the principal office of the Corporation within four months after the end of the fiscal year. The statement shall be available for inspection by any stockholder for a period of ten years, and the Treasurer shall mail or otherwise deliver a copy of the latest statement to any stockholder upon written request. The Treasurer shall in general perform all duties incident to the office and such other duties as may be assigned from time to time by the Chief Executive Officer or by the Board of Directors.

Section 12.Assistant Treasurers. Each Assistant Treasurer, if such officer is elected, shall have such powers and perform such duties as may be assigned by the Board of Directors, and the Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

Section 13.Controller and Assistant Controllers. The Controller shall have charge of the accounting affairs of the Corporation and shall have such other powers and perform such other duties as the Board of Directors shall designate. Each Assistant Controller shall have such powers and perform such duties as may be assigned by the Board of Directors and the Assistant Controllers shall exercise the powers of the Controller during that officer’s absence or inability to act.

Section 14.Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of stockholders and of the Board of Directors and shall give all notices required by law and by these bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it. The Secretary shall have general charge of the stock transfer books of the Corporation and shall keep at the principal office of the Corporation a record of stockholders, showing the name and address of each stockholder and the number and class of the shares held by each. The Secretary shall sign such instruments as may require the signature of the Secretary, and in general shall perform the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Chief Executive Officer or by the Board of Directors.

Section 15.Assistant Secretaries. Each Assistant Secretary shall have such powers and perform such duties as may be assigned by the Board of Directors, and the Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.

Section 16.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the Chief Executive Officer shall have full power and authority on behalf of the Corporation to attend, act and vote at meetings of the stockholders of any Corporation in which the Corporation may hold stock, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such stock and which, as the owner, the Corporation might have possessed and exercised if present. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

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ARTICLE VII

Capital Stock

Section 1.Certificates. Certificates for shares of the capital stock of the Corporation shall be in such form not inconsistent with the certificate of incorporation of the Corporation as shall be approved by the Board of Directors. The certificates shall be consecutively numbered or otherwise identified. The name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer records of the Corporation. Each certificate shall be signed by the Chairman of the Board, Chief Executive Officer, President or any Vice President and by the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer; provided, that where a certificate is signed by a transfer agent or assistant transfer agent of the Corporation, the signatures of such officers of the Corporation upon the certificate may be by facsimile, engraved or printed. Each certificate shall be sealed with the seal of the Corporation or a facsimile thereof.

Section 2.Transfer of Shares. Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificate for the shares sought to be transferred by the record holder or by a duly authorized agent, transferee or legal representative. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued.

Section 3.Restrictions on Transfer of Shares. Shares of capital stock of the Corporation shall not be transferred except as provided under the terms of any agreements among the holders of such shares. Each stock certificate issued by the Corporation representing shares of its common or preferred stock shall bear an appropriate reference to the above-mentioned restriction.

Section 4.Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents and one or more registrars of transfers and may require all stock certificates to be signed or countersigned by the transfer agent and registered by the registrar of transfers.

Section 5.Regulations. The Board of Directors shall have power and authority to make rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of capital stock of the Corporation.

Section 6.Lost Certificates. The Board of Directors may authorize the issuance of a new certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit from the person explaining the loss or destruction. When authorizing issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in a sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring a bond.

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ARTICLE VIII

General Provisions

Section 1.Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends out of its earned surplus on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2.Seal. The seal of the Corporation may have inscribed thereon the name of the Corporation and “Delaware” around the perimeter, and the words “Corporate Seal” in the center.

Section 3.Waiver of Notice. Whenever notice is required to be given to a stockholder, director or other person under the provisions of these bylaws, the certificate of incorporation of the Corporation or by applicable law, a waiver in writing signed by the person or persons entitled to the notice, whether before or after the time stated in the notice, shall be equivalent to giving the notice.

Section 4.Depositories and Checks. All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate.

Section 5.Bond. The Board of Directors may by resolution require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board.

Section 6.Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 7.Taxable Year. The taxable year of the Corporation shall be the period ending on December 31 of each year or such other period as the Board of Directors shall from time to time determine.

Section 8.Indemnification of Directors and Officers.

(a)Right to Indemnification. Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer, shall be indemnified and held harmless by the

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Corporation to the fullest extent authorized by the Delaware General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, finds, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Delaware General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise (hereinafter an “undertaking”).

(b)Right of Indemnitee to Bring Suit. If a claim under paragraph (a) of this Section is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law of the State of Delaware. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an

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advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Section or otherwise shall be on the Corporation.

(c)Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this certificate of incorporation, these bylaws, by agreement, by vote of stockholders or disinterested directors or otherwise.

(d)Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss under the Delaware General Corporation Law of the State of Delaware.

(e)Indemnification of Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses, to any agent of the Corporation to the fullest extent of the provisions of the Section with respect to the indemnification and advancement of expenses of directors, officers and employees of the Corporation.

Section 9.Amendments. Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of the holders of shares of the Corporation then issued and entitled to vote at any annual meeting or at any special meeting of stockholders called for the purpose of considering such action that constitute at least a majority of the aggregate voting power of the outstanding capital stock of the Corporation.

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EX-3.5

Exhibit 3.5

CERTIFICATE OF INCORPORATION

OF

AUTO EXPORT SHIPPING, INC,

This is to certify that there is hereby organized a corporation under and by virtue of N.J. S. 14A:1-1 et seq., the “New Jersey Business Corporation Act.”

14A:2-7(1)(a) 1.The name of the corporations is AUTO EXPORT SHIPPING, INC.

14A:2-7(1)(g) 2.The address of this corporation’s initial registered office is 2414 Morris Avenue, Union, NJ 07083 and the name of the corporation’s initial registered agent is Howard Chernoff, Esq.

14A:2-7(1)(b) 3.The purposes for which this corporation is organized are to engage in any activity within the purposes for which corporations may be organized under the “New Jersey Business Corporation Act,” N.J.S. 14A:1-1 et seq.

14A:2-7(1)(c) 4.The aggregate number of shares, which the corporation will have authority to issue, is 2,000 shares no par value. The shares will be issued under Section 1244 of the Internal Revenue Code.

14A:2-7(1)(h) 5.The first Board of Directors of this corporation will consist of one Director and the name and address of each person who is to serve as such Director is:

Name	Address
Ronald Pfeiffer	c/o Howard Chernoff, 2414 Morris Ave., Union NJ 07083

14A:2-7(1)(h) 6.The name and address of each incorporator is Howard Chernoff, 2414 Morris Ave., Union, NJ 07083

IN WITNESS WHEREOF, each individual incorporator, each being over the age of eighteen years, has signed this Certificates March 10, 1999.

Howard Chernoff /s/ Howard Chernoff

EX-3.6

Exhibit 3.6

AMENDED AND RESTATED

BYLAWS
OF
AUTO EXPORT SHIPPING, INC.

A New Jersey Corporation

ARTICLE I

OFFICES

Section 1.1Principal and Registered Offices.  The principal office of Auto Export Shipping, Inc. (the “Corporation”) shall be at 1 Slater Drive, Elizabeth, New Jersey.  The registered office of the Corporation in the State of New Jersey shall be at Corporation Service Company, 830 Bear Tavern Road, West Trenton, Mercer County, NJ 08628.

Section 1.2Other Offices.  The Corporation may also have offices at such other places, both within and without the State of New Jersey, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.1Place and Time of Meetings.  Meetings of the shareholders shall be held at the principal office of the Corporation or at such other place or places, either within or without the State of New Jersey, as shall either (i) be designated in the notice of the meeting or (ii) be agreed upon at or before the meeting by a majority of the shareholders entitled to vote at the meeting.

Section 2.2Annual Meetings.  The annual meeting of shareholders shall be held on any day (except Saturday, Sunday, or a holiday) prior to March 15 of each year for the purpose of electing directors of the Corporation and the transaction of such other business as may be properly brought before the meeting.

Section 2.3Substitute Annual Meeting.  If the annual meeting is not held on the day designated by these Bylaws, a substitute annual meeting may be called in accordance with Section 2.4.  A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 2.4Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President or by order of the Board, and shall be called by the Chairman of the Board, the Chief Executive Officer, or the President or by order of the Board upon the written request of

any member of the Board or the holders of at least 10% of all the shares of stock entitled to vote at the meeting.

Section 2.5Notice of Meetings.  Except as otherwise required by law, notice of each meeting of the shareholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder of record entitled to vote at such meeting by delivering a written notice thereof to the shareholder personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to the shareholder at shareholder’s post office address furnished by shareholder to the Secretary of the Corporation for such purpose or, if shareholder has not furnished to the Secretary shareholder’s address for such purpose, then at shareholder’s post office address last known to the Secretary, or by transmitting a notice thereof to shareholder at such address by telegraph, cable or facsimile telecommunication.  Notice shall be deemed given upon delivery (if by hand) or upon deposit in the mail (if by mail) or upon shareholder’s receipt (if by telegraph, cable or facsimile).  It shall be the primary responsibility of the Secretary to give the notice, but notice may be given by or at the direction of the Chairman of the Board, the Chief Executive Officer, or the President or other person or persons calling the meeting.

Except as otherwise expressly required by law, no publication of any notice of a meeting of the shareholders shall be required.  Every notice of a meeting of the shareholders shall state the place, date and hour of the meeting, and, in the case of a special meeting, shall also state the purpose or purposes for which the meeting is called.  Notice of any meeting of shareholders shall not be required to be given to any shareholder who waives such notice, and such notice shall be deemed waived by any shareholder who attends such meeting in person or by proxy, except by a shareholder who attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Notice of any adjourned meeting of the shareholders shall not be required to be given, except where expressly required by law.

Section 2.6Adjournments.  Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such notice is otherwise expressly required by law or hereunder.  At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.  If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, the notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting.

Section 2.7List of Shareholders.  The Secretary shall make, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order and specifying the address and the number of shares registered in the name of each shareholder.  Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the place of the meeting during the whole time thereof and may be inspected by any shareholder

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who is present.  The stock ledger shall be the only evidence of which shareholders are entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of shareholders.

Section 2.8Quorum.  Except as otherwise provided by law or the Certificate of Incorporation, at each meeting of shareholders the presence in person or by proxy of the holders of shares of shares having a majority of the votes that could be cast by the holders of all outstanding shares of shares entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum.  If a quorum is not present, the holders of the shares present in person or represented by proxy at the meeting, and entitled to vote thereat, shall have the power to adjourn the meeting to another time and/or place by the affirmative vote of the holders of a majority of such shares.

Section 2.9Voting; Proxies.

(a)At each meeting of the shareholders, each shareholder shall be entitled to vote in person or by proxy each share or fractional share of the shares of the Corporation having voting rights on the matter in question and held by the shareholder and registered in the shareholder’s name on the books of the Corporation:

(i)on the date fixed pursuant to Section 7.5 of these Bylaws as the record date for the determination of shareholders entitled to notice of and to vote at such meeting; or

(ii)if no such record date is so fixed, then at the close of business on the day next preceding the day on which notice of the meeting is given or if notice of the meeting is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b)Unless otherwise provided in a shareholders agreement, persons holding shares of the Corporation in a fiduciary capacity shall be entitled to vote such shares.  Persons whose shares are pledged shall be entitled to vote such shares, unless in the pledgor’s transfer on the books of the Corporation he expressly empowered the pledgee to vote such shares, in which case only the pledgee or the pledgee’s proxy may represent and vote such shares.  Shares having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants in common, tenants by entirety or otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the New Jersey Business Corporation Act.

(c)Unless otherwise provided in a shareholders agreement, voting rights may be exercised by the shareholder entitled thereto in person or by the shareholder’s proxy appointed by an instrument in writing, subscribed by such shareholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after eleven (11) months from its date, unless that proxy shall provide for a longer period.  Each proxy shall be revocable unless otherwise expressly provided therein or unless otherwise made irrevocable by law.  At any meeting of the shareholders at which a quorum is present, all matters (except as otherwise provided in the Certificate of Incorporation,

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in these Bylaws or by law) shall be decided by the vote of a majority in voting interest of the shareholders present in person or by proxy and entitled to vote thereat and thereon.  Voting at any meeting of the shareholders on any question need not be by ballot, unless so directed by the chairman of the meeting.  On a vote by ballot each ballot shall be signed by the shareholder voting, or by his proxy, if there be such proxy, and it shall state the number of shares voted.

Section 2.10Conduct of Meetings.  Meetings of shareholders shall be presided over by the Chairman of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a Chairman designated by the Board, or in the absence of such designation by a Chairman chosen at the meeting by the shareholders attending.  The Corporation’s Secretary shall act as secretary of the meeting, but in his or her absence the Chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.11Action Without Meeting.  Any action required or permitted to be taken at any annual or special meeting of shareholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing and filed in the corporate records by the Secretary.  Any action taken pursuant to such written consent of the shareholders shall have the same force and effect as if taken by the shareholders at a meeting thereof and may be stated as such in any articles, certificates or documents filed with the Secretary of State of New Jersey or any other state wherein the Corporation may do business.

Section 2.12Meeting by Use of Conference Telephone.  Subject to the requirement for notice of meetings and if permitted by applicable law, shareholders may participate in and hold a meeting of such shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE III

BOARD

Section 3.1General Powers.  The property, business and affairs of the Corporation shall be managed by the Board, except as otherwise provided by law, by the Certificate of Incorporation or these Bylaws.

Section 3.2Number and Term of Office.  The number of directors shall be initially as set forth in the Certificate of Incorporation or as fixed by the Incorporator of the Corporation, and shall thereafter be as fixed by the Board, but in no case less than three (3) directors nor more than seven (7) directors.  Directors need not be shareholders of the Corporation nor residents of

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the State of New Jersey.  The exact number of directors shall be as established by resolution of the Board in conformity with applicable laws.  The directors of the Corporation shall hold office until their successors shall have been duly elected or appointed and shall qualify or until their resignation or removal in the manner hereinafter provided.

Section 3.3Election of Directors.  The Board shall initially consist of the persons named as directors by the incorporator, and each director so elected shall hold office until the first annual meeting of the shareholders or until a successor is elected and qualified.  At the first annual meeting of the shareholders and at each annual meeting thereafter, the shareholders shall elect directors, each of whom shall hold office for a term of one year or until a successor is elected and qualified, or until the director’s death, resignation or removal pursuant to these Bylaws.

Section 3.4Resignations; Removal.  Any director of the Corporation may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer, President, or the Secretary of the Corporation.  Any such resignation shall take effect at the time specified therein or, if the time is not specified, immediately upon receipt of notice thereof.  Unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.  Any director may be removed at any time, with or without cause, by the holders of a majority of shares of stock of the Corporation then entitled to vote at an election of directors, except as otherwise provided by statute. If any directors are so removed, new directors may be elected at the same meeting.

Section 3.5Vacancies.  Any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors or any other cause, may be filled by the remaining directors.  The shareholders may elect a director at any time to fill a vacancy not filled by the directors.  Each director so chosen to fill a vacancy shall hold office until his successor shall have been elected and shall qualify or until his death,  resignation or removal in the manner provided herein.

Section 3.6Place of Meeting, Etc.  Unless otherwise specified herein, the Board may hold any of its meetings at such place or places within or without the State of New Jersey as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or a waiver of notice of any such meeting.

Directors may participate in any regular or special meeting of the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the Board can hear each other, and such participation shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 3.7Annual Meeting.  The annual meeting of the Board for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held immediately following the annual meeting of the shareholders.

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Section 3.8Regular Meetings.  The Board may by resolution provide for the holding of regular meetings of the Board on specified dates and at specified times.  If any date for which a regular meeting is scheduled shall be a legal holiday, the meeting shall be held on the next business day that is not a legal holiday or on a date designated in the notice of the meeting during either the same week in which the regularly scheduled date falls or during the preceding or following week.  Regular meetings of the Board shall be held at the principal office of the Corporation or at such other place as may be designated in the notice of the meeting.  Notice of annual meetings or any regular meetings held at the principal office of the Corporation and at the usual scheduled time shall not be required.

Section 3.9Special Meetings.  Special meetings of the Board may be called by or at the request of the Chairman of the Board, the Chief Executive Officer, President or any director.  Such meetings may be held at the time and place designated for the meeting.

Section 3.10Notice of Meetings.  The Secretary or other person or persons calling a meeting for which notice is required shall give notice by mail or telegram at least five (5) days before the meeting, or by telephone at least twenty-four (24) hours before the meeting.  Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of the notice.  Attendance by a director at a meeting for which notice is required shall constitute a waiver of notice, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.  Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in this notice of such meeting.

Section 3.11Quorum and Manner of Acting.  Except as otherwise provided in these Bylaws or by law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present.  If no quorum exists, a majority of directors present at any meeting may adjourn the same from time to time until a quorum is present.  Notice of any adjourned meeting need not be given.

Section 3.12Action by Consent.  Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of such proceedings of the Board or committee, whether done before or after the action is taken.  Such unanimous written consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of New Jersey or any other state wherein the Corporation may do business.

Section 3.13Compensation.  The directors shall not receive compensation for their services as such, except that the directors shall be entitled to be reimbursed for any reasonable expenses paid by them by reason of their attendance at any regular or special meeting of the Board or any of its committees, and by resolution of the Board, the directors may be paid fees, which may include but are not restricted to fees for attendance at meetings of the Board or any of

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its committees.  Any director may serve the Corporation in any other capacity and receive compensation therefor.

Section 3.14Committees.  By resolution passed by a majority of the whole Board, the Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  Any such committee, to the extent provided in the Board’s resolution and these Bylaws and except as otherwise limited by law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers requiring it; provided, however, that no such committee shall have the power or authority to adopt, amend or repeal any bylaws of the Corporation.  Any such committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of the Board.  In the absence or disqualification of a member of a committee and that member’s alternate, if the Board appoints alternates, the member or members thereof present at any meeting and not disqualified from voting (whether or not the member or members constitute a quorum) may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

Section 3.15Committee Rules.  Each committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by resolution of the Board designating such committee, but in all cases the presence of at least a majority of the members of such committee shall be necessary to constitute a quorum.

Section 3.16Presumption of Assent.  A director of the Corporation who is present at a meeting of the Board or any committee designated by the Board at which action on any corporate matter is taken shall be deemed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or forwards such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

Section 4.1Titles.  The Board shall have the exclusive power and authority to elect from time to time such officers of the Corporation including a Chairman of the Board, Vice Chairman, Chief Executive Officer, President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, General Counsel, one or more Associate General Counsels, Chief Financial Officer, Treasurer, Controller, Secretary, one or more Assistant Treasurers, one or more Assistant Controllers, one or more Assistant Secretaries, and such other officers as it shall deem necessary.  Except as otherwise provided in these Bylaws, the additional officers shall have the authority and perform the duties as from time to time may be prescribed by the Board.  Any two or more offices may be held by the same

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individual, but no officer may act in more than one capacity where action of two or more officers is required.

Section 4.2Election; Term of Office; Qualifications.  The officers of the Corporation, shall be elected  at the regular meeting of the Board held each year immediately following the annual meeting of the shareholders.  Each officer shall hold office until the next regular meeting at which officers are to be elected and until his successor has been duly chosen and qualifies or until his death, resignation or removal in the manner hereinafter provided.

Section 4.3Resignation; Removal.  Any officer or agent may resign at any time upon written notice to the Board or the Secretary of the Corporation.  Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.4Vacancies.  A vacancy in any office caused by death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term of that office by a majority vote of the directors then in office.

Section 4.5Chairman of the Board.  The Board may designate the Chairman of the Board as having the powers of the Chief Executive Officer and/or the President coextensively with the Chief Executive Officer and/or the President, as applicable.  If so designated, the Chairman of the Board shall have all the powers and duties of the Chief Executive Officer and/or the President, coextensively with the Chief Executive Officer and/or the President, as applicable, and such other powers and duties as the Board may determine, and any act required or permitted by law to be done by the Chief Executive Officer or the President, as applicable, may be done instead by the Chairman of the Board.  The Chairman of the Board, whether or not designated as having powers of the Chief Executive Officer and/or the President, shall preside at all meetings of the shareholders and the Board, except as otherwise provided in these Bylaws, and shall be ex officio a member of all standing committees, unless otherwise provided in the resolution appointing the same.  In the event of the disability, death, resignation, or removal of the Chief Executive Officer or the President, as applicable, or the failure to elect a Chief Executive Officer or a President, as applicable, the Chairman shall have the sole powers of the Chief Executive Officer or the President, as applicable, and shall hold such office unless and until a new Chief Executive Officer or President (as applicable) is elected by the Board.

Section 4.6Vice Chairman.  The Vice Chairman, if such officer is elected, shall have such powers and perform such duties as the Board or the Chairman of the Board (to the extent he is authorized by the Board to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these Bylaws.  In the absence of the Chairman of the Board, the Vice Chairman shall preside at all meetings of the shareholders and of the Board, unless the Board appoints another person who need not be a shareholder, officer or director of the Corporation, to preside at a meeting of the shareholders.

Section 4.7Chief Executive Officer.  The Chief Executive Officer shall have general charge of the business and affairs of the Corporation, and shall have final decision-making

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authority in the conduct of all business affairs of the Corporation (unless the Board designates the Chairman of the Board as having the powers of the Chief Executive Officer coextensively with the Chief Executive Officer).  The Chief Executive Officer may perform such acts, not inconsistent with the applicable law or the provisions of these Bylaws, usually performed by the principal executive officer of a corporation and may sign and execute all authorized notes, bonds, mortgages, contracts and other obligations in the name of the Corporation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation.  The Chief Executive Officer shall have such other powers and perform such other duties as the Board shall designate or as may be provided by applicable law or elsewhere in these Bylaws.

Section 4.8President.  The President shall have the responsibility for the day-to-day operations of the business of the Corporation.  The President may perform such acts, not inconsistent with the applicable law or the provisions of these Bylaws, and may sign and execute all authorized notes, bonds, contracts, and other obligations in the name of the Corporation.  The President shall have such other powers and perform such other duties as the Board or the Chief Executive Officer shall designate or as may be provided by applicable law or elsewhere in these Bylaws.  In the event of (a) the disability, death, resignation, or removal of the Chief Executive Officer or the failure to elect a Chief Executive Officer, and (b) (i) the Board not having designated the Chairman as having the powers of the Chief Executive Officer, coextensively with the Chief Executive Officer, or (ii) the Board having made such designation but the Chairman being unavailable to serve in the Chief Executive Officer’s capacity, the President shall hold the office of Chief Executive Officer until a new Chief Executive Officer is elected by the Board.

Section 4.9Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents.  The Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents, if such officers are elected, shall have such powers and perform such duties as the Board or the Chief Executive Officer (to the extent he is authorized by the Board to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these Bylaws.  At the request of the Chairman of the Board or the Chief Executive Officer (to the extent he is authorized by the Board to prescribe the authority and duties of other officers), any Vice President shall exercise the powers of the President during that officer’s absence or inability to act.  Any action take by a Vice President in the performance of these duties of the President shall be presumptive evidence of the absence or inability to act of the President at the time the action was taken.

Section 4.10General Counsel.  The General Counsel shall advise and represent the Corporation generally in all legal matters and proceedings, and shall act as counsel to the Board and the Executive Committee.  The General Counsel may sign and execute pleadings, powers of attorney pertaining to legal matters, and any other contracts and documents in the regular course of his duties.

Section 4.11Associate General Counsel.  Each Associate General Counsel shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, General Counsel, or Board, and the Associate General Counsels shall exercise the powers of the General Counsel during that officer’s absence or inability to act.

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Section 4.12Chief Financial Officer.  The Chief Financial Officer of the Corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares.  The books of account shall at all reasonable times be open to inspection by any director for a purpose reasonably related to his position as a director.  The Chief Financial Officer shall render to the Chief Executive Officer and the Board, whenever they may request it, an account of the transactions of the Corporation and of the financial condition of the Corporation.  The Chief Financial Officer shall have such other powers and perform such other duties as the Board shall designate or as may be provided by applicable law or elsewhere in these Bylaws.

Section 4.13Treasurer.  The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board.  The Treasurer shall keep full and accurate accounts of the finances of the Corporation and shall cause a true statement of the assets and liabilities of the Corporation as of the close of each fiscal year and of the results of its operations and of changes in surplus, all in reasonable detail, to be made and filed at the principal office of the Corporation within three (3) months after the end of the fiscal year.  The statement shall be available for inspection by any shareholder for a period of ten (10) years, and the Treasurer shall mail or otherwise deliver a copy of the latest statement to any shareholder upon written request.  The Treasurer shall in general perform all duties incident to the office and such other duties as may be assigned from time to time by the Chief Executive Officer, President, Chief Financial Officer, or the Board.  If a Chief Financial Officer has not been elected or appointed, the Treasurer shall perform the duties of the Chief Financial Officer unless and until a Chief Financial Officer is elected by the Board.

Section 4.14Assistant Treasurers.  Each Assistant Treasurer shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, Treasurer, or the Board, and the Assistant Treasurer shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

Section 4.15Secretary.  The Secretary shall keep accurate records of the acts and proceedings of all meetings of the shareholders and of the Board and shall give all notices required by law and these Bylaws.  The Secretary shall have general charge of the corporate books and records and the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it.  The Secretary shall have general charge of the share transfer books of the Corporation and shall keep at the principal office of the Corporation a record of the shareholders, showing the name and address of each shareholder and the number and class of the shares held by each.  The Secretary shall sign such instruments as may require the signature of the Secretary, and in general shall perform the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Chief Executive Officer, President, or the Board.

Section 4.16Assistant Secretary.  Each Assistant Secretary shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Secretary, or

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the Board, and the Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.

Section 4.17Voting Upon Shares.  Unless otherwise ordered by the Board, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at meetings of the shareholders of any corporation in which this Corporation may hold shares, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such shares and which, as the owner, the Corporation might have possessed and exercised if present.  The Board may by resolution from time to time confer such power and authority upon any other person or persons.

Section 4.18Compensation.  The compensation and all other terms of employment of the officers shall be fixed by the Board.  No officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the Corporation.

ARTICLE V

INDEMNIFICATION

Section 5.1Right to Indemnification.  Each person who was or is made a part to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director or officer of the Corporation or any predecessor of the Corporation (hereinafter an “indemnitee”) whether the basis of such proceeding is alleged action in an official capacity as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the New Jersey Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 5.2 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or consented to by the Board.  The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expense incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the New Jersey Business Corporation Act requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer, such advancement of expenses shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise (hereinafter an “undertaking”).

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Section 5.2Right of Indemnified Party to Sue.  If a claim Section 5.1 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.  In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the New Jersey Business Corporation Act, nor an actual determination by the Corporation (including the Board, independent legal counsel or the shareholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the New Jersey Business Corporation Act, nor an actual determination by the Corporation (include the Board, independent legal counsel or the shareholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to enforce a right hereunder or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Section or otherwise shall be on the Corporation.

Section 5.3Non-Exclusivity of Rights.  The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Certificate of Incorporation, these Bylaws, by agreement, by vote of the shareholders or disinterested directors or otherwise.

Section 5.4Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, join venture, trust or other enterprise against any expense, liability or loss under the New Jersey Business Corporation Act.

ARTICLE VI

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

Section 6.1Execution of Contracts.  The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances.  It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for shares to bear the signature or signatures of any of them.

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Section 6.2Depositories and Checks.  All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, or other financial institutions as the Board may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Corporation by such person or persons as the Board may from time to time designate.

Section 6.3Bond.  The Board may by resolution require any or all officers, agents and employees of the Corporation to give a bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time by required by the Board.

Section 6.4Loans.  No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board.  Such authority may be general or confined to specific instances.

Section 6.5General and Special Bank Accounts.  The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power is delegated by the Board.  The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

ARTICLE VII

CAPITAL STOCK

Section 7.1Certificates for Shares.  Every owner of shares of the Corporation shall be entitled to have a certificate or certificates, to be in such form as the Board shall prescribe, certifying the number and class of shares of the stock of the Corporation owned by him.  The certificates representing such shares shall be numbered in the order in which they are issued, or otherwise identified, and shall be signed in the name of the Corporation by the Chairman of the Board, the Chief Executive Officer, or the President.  Any or all of the signatures on the certificates may be by facsimile, engraved, or printed.  Each certificate shall be sealed with the seal of the Corporation or a facsimile thereof.  A record shall be kept of the respective names and addresses of the persons, firms or corporations owning the shares represented by such certificates, the number and class of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation.  Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except as provided in Section 7.4.

Section 7.2Transfers of Shares.  Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 7.3, and upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. 

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The person in whose name shares of shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.  Whenever any transfer of shares is made for collateral security, and not absolutely, such fact shall be so expressed in the entry of transfer if, when the certificate or certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

Section 7.3Regulations.  The Board may make such rules and regulations as it may deem expedient (if not inconsistent with these Bylaws) concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation.  It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for shares to bear the signature or signatures of any of them.

Section 7.4Lost, Stolen, Destroyed and Mutilated Certificates.  In any case of loss, theft, destruction or mutilation of any certificate of shares, upon receipt of an affidavit from the person explaining the loss, theft, destruction or mutilation of the certificates, the Board may authorize the issuance of a new certificate.  When authorizing the issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in a sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring a bond.

Section 7.5Fixing Date for Determination of Shareholders of Record.  In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders (or any adjournment thereof) or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of shares or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.  If, in any case involving the determination of shareholders for any purpose other than notice of or voting at a meeting of shareholders or expressing consent to corporate action without a meeting, the Board shall not fix such a record date, then the record date for determining shareholders for such purpose shall be the close of business on the day on which the Board adopts the resolution relating thereto.  A determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 7.6Restrictions on Transfer of Shares.  Shares of the stock of the Corporation shall not be transferred except as provided under the terms of any agreements among the holders of such shares.  Each share certificate issued by the Corporation representing shares of its common or preferred stock shall bear an appropriate reference to the above-mentioned restriction.

Section 7.7Transfer Agent and Registrar.  The Board may appoint one or more transfer agents and one or more registrars of transfers and may require all share certificates to be signed or countersigned by the transfer agent and registered by the registrar of transfers.

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ARTICLE VIII

MISCELLANEOUS

Section 8.1Fiscal Year.  The fiscal year of the Corporation shall be determined by resolution of the Board.

Section 8.2Dividends.  The Board may from time to time declare, and the Corporation may pay, dividends out of its earned surplus on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 8.3Seal.  The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures showing that the Corporation was incorporated in the State of New Jersey and the year of incorporation.

Section 8.4Waiver of Notices.  Whenever notice is required to be given by these Bylaws, by the Certificate of Incorporation or by law, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice.

Section 8.5Taxable Year.  The taxable year of the Corporation shall be the period ending December 31 of each year or such other period as the Board shall from time to time determine.

Section 8.6Amendments.  Unless otherwise provided in the Certificate of Incorporation or a bylaw adopted by the shareholders or by law, these Bylaws may be amended or repealed by the Board, except that a bylaw adopted, amended or repealed by the shareholders may not be readopted, amended or repealed by the Board if neither the Certificate of Incorporation nor a bylaw adopted by the shareholders authorizes the Board to adopt, amend or repeal that particular bylaw or the bylaws generally without the assent or vote of the shareholders.  These bylaws may be amended or repealed by the shareholders even though the bylaws may also be amended or repealed by the Board.  A bylaw that fixes the greater quorum or voting requirement for the Board may be amended or repealed (a) if originally adopted by the shareholders, only by the shareholders unless such bylaw as originally adopted by the shareholders provides that such bylaw may be amended or repealed by the Board or (b) if originally adopted by the Board, either by the shareholders or by the Board. A bylaw that fixes a greater quorum or voting requirement may not be adopted by the Board by a vote less than a majority of the directors then in office and may not itself be amended by a quorum or vote of the directors less than the quorum or vote prescribed in such  bylaw or prescribed by the shareholders.

Section 8.7Shareholders Agreement.  To the extent that the provisions of these Bylaws are inconsistent with any shareholders agreement subsequently entered into by the holders of the Corporation’s shares, the shareholders agreement shall control.

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EX-3.7

Exhibit 3.7

CERTIFICATE OF INCORPORATION

OF

AXIS LOGISTIC SERVICES, INC.

ARTICLE I.

The name of the corporation is AXIS LOGISTIC SERVICES, INC. (the “Corporation”).

ARTICLE II.

The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”), and the Corporation shall have all powers necessary to engage in such acts or activities, including, but not limited to, the powers enumerated in the DGCL.

ARTICLE III.

The address of the current registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.  The name of the current registered agent at such address is Corporation Service Company.  The mailing address of the registered office of the Corporation is the same as its street address.

ARTICLE IV.

(a)The Corporation is authorized to issue one class of stock to be designated, the “Common Stock.” The total number of Common Stock shares that the Corporation is authorized to issue is 1,000 shares, $0.0001 par value per share.

A.Voting Rights.  With respect to voting powers, except as otherwise required by the DGCL, the holders of the Common Stock shall possess all voting powers for all purposes, including, by way of illustration and not of limitation, the election of directors.  Each share of Common Stock has one vote on each matter submitted to a vote of the Corporation’s shareholders.

B.Dividends.  Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors of the Corporation.

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C.Liquidation.  Upon the liquidation of the Corporation, the holders of shares of the Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders.

ARTICLE V.

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders, as the case maybe, it is further provided that:

A.The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors.

B.Except as otherwise provided in this Certificate of Incorporation, the Board of Directors may from time to time make, amend, supplement or repeal the Bylaws; provided, however, that the stockholders may change or repeal any Bylaw adopted by the Board of Directors by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation.  No amendment or supplement to the Bylaws adopted by the Board of Directors shall vary or conflict with any amendment or supplement thus adopted by the stockholders.

C.The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

D.Following the effectiveness of the registration of any class of securities of the Corporation pursuant to the requirements of the Securities Exchange Act of 1934, as amended, no action shall be taken by the stockholders of the Corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws and no action shall be taken by the stockholders by written consent.

E.Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

ARTICLE VI.

Meeting of stockholders may be held within or without the State of Delaware, as the Bylaws may provide.  The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE VII.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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ARTICLE VIII.

To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended in a manner more favorable to directors, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; except for liability (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, or (iv) for any transaction from which the director derived an improper personal benefit.  If the DGCL is amended after the effective date of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL.  Any (x) repeal or amendment of this Article VIII by the stockholders of the Corporation or (y) amendment to the DGCL shall not adversely affect any right or protection existing at the time of such repeal or amendment with respect to any acts or omissions occurring before such repeal or amendment of a person serving as a director of the Corporation or otherwise enjoying the benefits of this Article VIII at the time of such repeal or amendment.

ARTICLE IX.

A.The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor of the Corporation, provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnity any officer (or his heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.  The right to indemnification conferred by this Article IX shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that if the DCCL requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article IX.

B.The rights to indemnification and to the advance of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Certificate of Incorporation, the Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

C.Any repeal or modification of this Article IX by the stockholders of the Corporation shall not adversely affect any rights to indemnification, and to the advancement of expenses of a person serving as a director, or officer, employee or agent of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

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ARTICLE X.

Any action required or permitted to be taken at an annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents, in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE XI.

The name and mailing address of the incorporator are as follows:

Jesse H. Austin, III
King & Spalding LLP
1180 Peachtree Street NE
Atlanta, Georgia 30309

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I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 18th day November, 2013.

BY:	/s/ Jesse H. Austin, III
	Jesse H. Austin, III, Incorporator

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EX-3.8

Exhibit 3.8

BYLAWS

OF

AXIS LOGISTIC SERVICES, INC.

ARTICLE I

Offices

Section 1.  Principal and Registered Offices.  The principal office of the Corporation shall be located at such place as the Board of Directors may specify from time to time.  The registered office of the Corporation shall be located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19801.

Section 2.  Other Offices.  The Corporation may have offices at such other places, either within or without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Stockholders

Section 1.  Place of Meeting.  Meetings of stockholders shall be held at the principal office of the Corporation or at such other place or places, either within or without the State of Delaware, as shall either (i) be designated in the notice of the meeting or (ii) be agreed upon at or before the meeting by a majority of the stockholders entitled to vote at the meeting.

Section 2.  Annual Meetings.  The annual meeting of stockholders shall be held on any day (except Saturday, Sunday or a holiday) prior to March 15 of each year for the purpose of electing directors of the Corporation and the transaction of such other business as may be properly brought before the meeting.

Section 3.  Substitute Annual Meeting.  If the annual meeting is not held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with Section 4 of this Article II. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.  Special Meetings.  Special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer or the President or by order of the Board of Directors, and shall be called by the Chairman of the Board of Directors, the Chief Executive Officer or the President or

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by order of the Board of Directors upon the written request of any member of the Board of Directors or the holder or holders of at least 10% of all the shares of capital stock entitled to vote at the meeting.

Section 5.  Notice of Meetings.  Written or printed notice, stating the time and place of the meeting and, in the case of a special meeting, briefly describing the purpose or purposes of the meeting, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder of record entitled to vote at the meeting, by delivering a written notice thereof to him personally, or by mailing such notice in a postage prepaid envelope directed to him at his last address as it appears on the stock records of the Corporation.  It shall be the primary responsibility of the Secretary to give the notice, but notice may be given by or at the direction of the Chairman of the Board of Directors, the Chief Executive Officer or the President or other person or persons calling the meeting.  If a matter (other than the election of directors) is to be considered at an annual meeting on which a vote of stockholders is required by law or otherwise, notice shall be given as if the meeting were a special meeting.  If any stockholder shall, in person or by attorney thereunto authorized, waive in writing notice of any meeting of the stockholders, whether prior to or after such meeting, notice thereof need not be given to him.  Notice of any adjourned meeting of the stockholders shall not be required to be given, except where expressly required by law.

Section 6.  Proxies.  A stockholder may attend, represent, and vote his shares at any meeting in person, or be represented and have his shares voted for by a proxy which such stockholder has duly executed in writing.  No proxy shall be valid after eleven (11) months from the date of its execution unless a longer period is expressly provided in the proxy.  Each proxy shall be revocable unless otherwise expressly provided therein or unless otherwise made irrevocable by law.

Section 7.  Quorum. Except as otherwise provided by law, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.  In the absence of a quorum, any officer entitled to preside at, or act as Secretary of, such meeting, shall have the power to adjourn the meeting from time to time until a quorum shall be constituted.  At any such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called.  When a quorum is once present to organize a meeting, the stockholders present may continue to do business at the meeting or at any adjournment thereof notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 8.  Voting of Shares.  Each outstanding share of voting capital stock of the Corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders, except as otherwise provided in the certificate of incorporation.  The vote by the holders of a majority of the shares voted on any matter at a meeting of stockholders at which a quorum is present shall be the act of the stockholders on that matter, unless the vote of a greater number is required by law, by the certificate of incorporation, or by these bylaws.  Voting on all matters shall be by voice vote or by a show of hands, unless the holders of a majority of the shares represented at the meeting shall demand a vote by written ballot on a particular matter.

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Section 9.  Action Without Meeting.  Any action which the stockholders could take at a meeting may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  The consent shall be filed with the Secretary of the Corporation as part of the corporate records.  Such written consent shall have the same force and effect as a vote of stockholders, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business.

Section 10.  Meeting by Use of Conference Telephone.  Subject to the requirement for notice of meetings and if permitted by applicable law, stockholders may participate in and hold a meeting of such stockholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 11.  Record Date.  The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose.  Such date, in any case, shall be not more than sixty days, and in case of a meeting of stockholders not less ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.  If the stock transfer books are not closed, and no record date is fixed for the determination of stockholders, or of stockholders entitled to receive payment of a dividend; the date on which notice of the meeting is mailed, or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of stockholders.

Section 12.  List of Stockholders.  It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock records, either directly or through a transfer agent appointed by the Board of Directors, to prepare and make, at least ten days before every stockholders meeting, a complete list of stockholders entitled to vote at such meeting arranged in alphabetical order.  Such list shall be open to the examination of any stockholder at the principal office of the Corporation for said ten days before such meeting, and shall be produced and kept at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any stockholder who may be present.  The stock records of the Corporation shall be the only evidence of who are the stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting.

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ARTICLE III

Board of Directors

Section 1.  General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors except as otherwise provided by law, by the certificate of incorporation of the Corporation or by these bylaws.

Section 2.  Number, Term and Qualification.  The Board of Directors of the Corporation shall consist of one or more members as determined by the Board of Directors or the Stockholders from time to time.  Each director shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until his death, resignation or removal pursuant to these bylaws.  Directors need not be residents of the State of Delaware or stockholders of the Corporation.

Section 3.  Removal.  Directors may be removed from office with or without cause by a vote of stockholders who hold a majority of the shares then entitled to vote at an election of directors.  If any directors are so removed, new directors may be elected at the same meeting.

Section 4.  Resignation.  Any director of the Corporation may resign at any time by giving written notice to the Chairman of the Board of Directors, the Chief Executive Officer, President or Secretary of the Corporation, The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified therein.  The acceptance of such resignation shall not be necessary to make it effective.

Section 5.  Vacancies.  Any vacancy in the Corporation’s Board of Directors may be filled by a majority of the remaining directors.  The stockholders may elect a director at any time to fill a vacancy not filled by the directors.

Section 6.  Compensation.  The directors shall not receive compensation for their services as such, except that the directors shall be entitled to be reimbursed for any reasonable expenses paid by them by reason of their attendance at any regular or special meeting of the Board of Directors or any of its committees, and by resolution of the Board of Directors, the directors may be paid fees, which may include but are not restricted to fees for attendance at meetings of the Board or any of its committees.  Any director may serve the Corporation in any other capacity and receive compensation therefor.

ARTICLE IV

Meetings of Directors

Section 1.  Annual and Regular Meetings.  The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held immediately following the annual meeting of the stockholders.  The Board of Directors may by resolution provide for the holding of regular meetings of the Board on specified dates and at specified times.  If any date for which a regular meeting is scheduled shall be a legal holiday, the meeting shall be held on the next business day

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that is not a legal holiday or on a date designated in the notice of the meeting during either the same week in which the regularly scheduled date falls or during the preceding or following week.  Regular meetings of the Board shall be held at the principal office of the Corporation or at such other place as may be designated in the notice of the meeting.  Notice of annual meetings or any regular meetings held at the principal office of the Corporation and at the usual scheduled time shall not be required.

Section 2.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors, Chief Executive Officer, President or any one director.  Such meetings may be held at the time and place designated in the notice of the meeting.

Section 3.  Notice of Meetings.  The Secretary or other person or persons calling a meeting for which notice is required shall give notice by mail or telegram at least five days before the meeting, or by telephone at least twenty-four hours before the meeting.  Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of the notice. Attendance by a director at a meeting for which notice is required shall constitute a waiver of notice, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.  Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in this notice of such meeting.

Section 4.  Quorum.  A majority of the directors in office shall constitute a quorum for the transaction of business at a meeting of the Board of Directors, but a smaller number may adjourn the meeting from time to time until a quorum shall be present.  Any regular or special directors’ meeting may be adjourned from time to time by those present, whether a quorum is present or not.

Section 5.  Manner of Acting.  Except as otherwise provided by law, those bylaws or the certificate of incorporation of the Corporation or otherwise, the act of the majority of the directors present at a meeting at which a quorum is present shall-be the act of the Board of Directors.

Section 6.  Action Without Meeting.  Action taken by a majority of the directors or of a committee of directors without a meeting is nevertheless Board or committee action, if written consent to the action is signed by all the directors or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action is taken.  Such unanimous written consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business,

Section 7.  Meeting by Use of Conference Telephone.  Any one or more directors or members of a committee may participate in a meeting of the Board or any of its committees by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be

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deemed presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V

Committees

Section 1.  Designation of Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  Any such committee, to the extent provided in these bylaws or in the resolution of the Board of Directors establishing the same, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that no such committee shall have the power or authority (i) to approve or adopt, or recommend to the stockholders of the Corporation, any action or matter expressly required by the General Corporation Law of the State of Delaware to be submitted to the stockholders of the Corporation for approval, or (ii) adopt, amend or repeal any bylaws of the Corporation.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 2.  Executive Committee.  There may be an Executive Committee of not more than three directors designated by resolution passed by a majority of the whole Board of Directors.  Such committee may meet at stated times, or on notice to all by any of their own number.  During intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, except that the Executive Committee shall not have authority to authorize or approve the following matters:

(a)The dissolution, merger or consolidation of the Corporation or the sale, lease or exchange of all or substantially all the property or assets of the Corporation.

(b)The designation of an Executive Committee or any other committee of directors having power to exercise any of the authority of the Board of Directors in the management of the Corporation or the filling of vacancies in the Board of Directors or in such committee.

(c)The fixing of compensation of the directors for serving on the Board of  Directors or on such committee.

(d)The amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

(e)The matters set forth in items (i) and (ii) of Section 1 of this Article V.

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Vacancies in the membership of the Executive Committee shall be filled by a majority of the whole Board of Directors at a regular meeting or at a special meeting called for that purpose.

Section 3.  Minutes.  Each committee shall keep minutes of its proceedings and shall report thereon to the Board of Directors at or before the next meeting of the Board.

Section 4.  Action Without Meeting, Telephonic Meeting.  Action may be taken by each committee in the manner allowed by the Board of Directors pursuant to Sections 6 and 7 of Article IV.

ARTICLE VI

Officers

Section 1.  Titles.  The Board of Directors shall have the exclusive power and authority to elect from time to time such officers the Corporation including a Chairman, Vice Chairman, Chief Executive Officer, President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, General Counsel, one or more Associate General Counsels, Chief Financial Officer, Treasurer, Controller, Secretary, one or more Assistant Treasurers, one or more Assistant Controllers, one or more Assistant Secretaries, and such other officers as it shall deem necessary.  Except as otherwise provided in these bylaws, the additional officers shall have the authority and perform the duties as from time to time may be prescribed by the Board of.  Directors.  Any two or more offices may be held by the same individual, but no officer may act in more than one capacity where action of two or more officers is required,

Section 2.  Election and Term.  The officers of the Corporation shall be elected by the Board of Directors at the regular meeting of the Board held each year immediately following the annual meeting of the stockholders. Each officer shall hold office until the next regular meeting at which officers are to be elected and until a successor is elected and qualifies or until his death, resignation, or removal pursuant to these bylaws,

Section 3.  Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Corporation will be served, but removal shall be without prejudice to any contract rights of the individual removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.  Vacancies.  Vacancies among the officers may be created and filled by the Board of Directors.

Section 5.  Compensation.  The compensation and all other terms of employment of the officers shall be fixed by the disinterested members of the Board of Directors.  No officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the Corporation.

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Section 6.  Chairman of the Board of Directors.  The Chairman of the Board of Directors, if such officer is elected, shall preside at all meetings of the stockholders and the Board of Directors and shall have such other authority and perform such other duties as the Board of Directors shall designate.

Section 7.  Vice Chairman.  The Vice Chairman, if such officer is elected, shall have such powers and perform such duties as the Board of Directors or the Chairman of the Board of Directors (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these bylaws.  In the absence of Chairman of the Board of Directors, the Vice Chairman shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 8.  Chief Executive Officer.  Subject to such powers, if any, as may be given by the Board of Directors to the Chairman of the Board of Directors, if there is such officer, the Chief Executive Officer shall have supervision over and may exercise general executive powers concerning all of the operations and business of the Corporation, with the authority from time to time to delegate to other officers such executive and other powers and duties as he may deem advisable.  If there be no Chairman of the Board of Directors or Vice Chair, or in their absence, the Chief Executive Officer shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 9.  President.  The President shall perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may delegate from time to time or as may be provided by applicable law or elsewhere in these bylaws.

Section 10.  Executive Vice Presidents, Senior Vice Presidents and Vice Presidents.  The Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, if such officers are elected, shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these bylaws.  At the request of the Chairman of the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) any Vice President shall exercise the powers of the President during that officer’s absence or inability to act.  Any action taken by a Vice President in the performance of the duties of the President shall be presumptive evidence of the absence or inability to act of the President at the time the action was taken.

Section 11.  General Counsel.  The General Counsel shall advise and represent the Corporation generally in all legal matters and proceedings, and shall act as counsel to the Board of Directors and the Executive Committee.  The General Counsel may sign and execute pleadings, powers of attorney pertaining to legal matters, and any other contracts and documents in the regular course of his duties.

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Section 12.  Associate General Counsels.  Each Associate General Counsel shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, General Counsel, or Board of Directors, and the Associate General Counsels shall exercise the powers of the General Counsel during that officer’s absence or inability to act.

Section 13.  Chief Financial Officer.  The Chief Financial Officer of the Corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares.  The books of account shall at all reasonable times be open to inspection by any director for a purpose reasonably related to his position as a director.  The Chief Financial Officer shall render to the Chief Executive Officer, and Board of Directors, whenever they may request it, an account of the transactions of the Corporation and of the financial condition of the Corporation.  The Chief Financial Officer shall have such other powers and perform such other duties as the Board of Directors shall designate or as may be provided by applicable law or elsewhere in these bylaws.

Section 14.  Treasurer.  The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. The Treasurer shall keep full and accurate accounts of the finances of the Corporation and shall cause a true statement of the assets and liabilities of the Corporation as of the close of each fiscal year and of the results of its operations and of changes in surplus, all in reasonable detail, to be made and filed at the principal office of the Corporation within three months after the end of the fiscal year. The statement shall be available for inspection by any stockholder for a period of ten years, and the Treasurer shall mail or otherwise deliver a copy of the latest statement to any stockholder upon written request.  The Treasurer shall in general perform all duties incident to the office and such other duties as may be assigned from time to time by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors. If a Chief Financial Officer has not been elected or appointed, the Treasurer shall perform the duties of the Chief Financial Officer unless and until a Chief Financial Officer is elected by the Board of Directors

Section 15.  Controller and Assistant Controllers.  The Controller shall have charge of the accounting affairs of the Corporation and shall have such other powers and perform such other duties as the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors shall designate.  Each Assistant Controller shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors and the Assistant Controllers shall exercise the powers of the Controller during that officer’s absence or inability to act.

Section 16.  Assistant Treasurers.  Each Assistant Treasurer shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, Treasurer, or Board of Directors, and the Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

Section 17.  Secretary.  The Secretary shall keep accurate records of the acts and proceedings of all meetings of stockholders and of the Board of Directors and shall give all

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notices required by law and by these bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it.  The Secretary shall have general charge of the stock transfer books of the Corporation and shall keep at the principal office of the Corporation a record of stockholders, showing the name and address of each stockholder and the number and class of the shares held by each.  The Secretary shall sign such instruments as may require the signature of the Secretary, and in general shall perform the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Chief Executive Officer, President, or Board of Directors.

Section 18.  Assistant Secretaries.  Each Assistant Secretary shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Secretary, or Board of Directors, and the Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.

Section 19.  Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at meetings of the stockholders of any Corporation in which this Corporation may hold stock, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such stock and which, as the owner, the Corporation might have possessed and exercised if present. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

ARTICLE VII

Capital Stock

Section 1.  Certificates.  Certificates for shares of the capital stock of the Corporation shall be in such form not inconsistent with the certificate of incorporation of the Corporation as shall be approved by the Board of Directors.  The certificates shall be consecutively numbered or otherwise identified.  The name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer records of the Corporation.  Each certificate shall be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President and by the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer; provided, that where a certificate is signed by a transfer agent or assistant transfer agent of the Corporation, the signatures of such officers of the Corporation upon the certificate may be by facsimile, engraved or printed. Each certificate shall be sealed with the seal of the Corporation or a facsimile thereof.

Section 2.  Transfer of Shares.  Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificate for the shares sought to be transferred by the record holder or by a duly authorized agent, transferee or legal representative.  All certificates surrendered for transfer shall be canceled before new certificates for the transferred shares shall be issued.

Section 3.  Restrictions on Transfer of Shares.  Shares of capital stock of the Corporation shall not be transferred except as provided under the terms of any agreements

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among the holders of such shares.  Each stock certificate issued by the Corporation representing shares of its common or preferred stock shall bear an appropriate reference to the above-mentioned restriction.

Section 4.  Transfer Agent and Registrar.  The Board of Directors may appoint one or more transfer agents and one or more registrars of transfers and may require all stock certificates to be signed or countersigned by the transfer agent and registered by the registrar of transfers,

Section 5.  Regulations.  The Board of Directors shall have power and authority to make rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of capital stock of the Corporation.

Section 6.  Lost Certificates.  The Board of Directors may authorize the issuance of a new certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit from the person explaining the loss or destruction.  When authorizing issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in a sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring a bond.

ARTICLE VIII

General Provisions

Section 1.  Dividends.  The Board of Directors may from time to time declare, and the Corporation may pay, dividends out of its earned surplus on its outstanding shares in the manner and upon the tams And conditions provided by law.

Section 2.  Seal.  The seal of the Corporation shall have inscribed thereon the name of the Corporation and “Delaware” around the perimeter, and the words “Corporate Seal” in the center.

Section 3.  Waiver of Notice.  Whenever notice is required to be given to a stockholder, director or other person under the provisions of these bylaws, the certificate of incorporation of the Corporation or by applicable law, a waiver in writing signed by the person or persons entitled to the notice, whether before or alter the time stated in the notice, shall be equivalent to giving the notice.

Section 4.  Depositories and Checks.  All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate.

Section 5.  Bond.  The Board of Directors may by resolution require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with

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sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board.

Section 6.  Loans.  No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 7. Taxable Year.  The taxable year of the Corporation shall be the period ending on December 31 of each year or such other period as the Board of Directors shall from time to time determine.

Section 8.  Indemnification of Directors, Officers, Employees and Agents.

(a)Right to Indemnification.  Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the ease of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitees heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.  The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Delaware General Corporation Law requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation, service to art employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further

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right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise (hereinafter an “undertaking”).

(b)Right of Indemnitee to Bring Suit.  If a claim under paragraph (a) of this Section is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the ease of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.  In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Section or otherwise shall be on the Corporation.

(c)Non-Exclusivity of Rights.  The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the certificate of incorporation of the Corporation, these bylaws, by agreement, by vote of stockholders or disinterested directors or otherwise.

(d)Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss under the Delaware General Corporation Law.

(e)Indemnification of Agents of the Corporation.  The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses, to any agent of the Corporation to

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the fullest extent of the provisions of the Section with respect to the indemnification and advancement of expenses of directors, officers and employees of the Corporation.

Section 9.  Amendments.  Unless otherwise provided in the articles of incorporation or a bylaw adopted by the stockholders or by law, these bylaws may be amended or repealed by the board of directors, except that a bylaw adopted, amended or repealed by the stockholders may not be readopted, amended or repealed by the board of directors if neither the articles of incorporation nor a bylaw adopted by the stockholders authorizes the board of directors to adopt, amend or repeal that particular bylaw or the bylaws generally without the assent or vote of the stockholders.  These bylaws may be amended or repealed by the stockholders even though the bylaws may also be amended or repealed by the board of directors.  A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed (a) if originally adopted by the stockholders, only by the stockholders, unless such bylaw as originally adopted by the stockholders provides that such bylaw may be amended or repealed by the board of directors or (b) if originally adopted by the board of directors, either by the stockholders or by the board of directors.  A bylaw that fixes a greater quorum or voting requirement may not be adopted by the board of directors by a vote less than a majority of the directors then in office and may not itself be amended by a quorum or vote of the directors less than the quorum or vote prescribed in such bylaw or prescribed by the stockholders:

Section 10.  Stockholders Agreement.  To the extent that the provisions of these Bylaws are inconsistent with any stockholders agreement subsequently entered into by the holders of the Corporation’s capital stock, the stockholders agreement shall control.

* * * *

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THIS IS TO CERTIFY that the above Bylaws of AXIS LOGISTIC SERVICES, INC. were duly adopted by the Board of Directors of the Corporation by action taken by unanimous written consent effective the 18th day of November, 2013.

This 18th day of November, 2013.

/s/ Theo A. Ciupitu

Theo A. Ciupitu, Secretary

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EX-3.9

Exhibit 3.9

CERTIFICATE OF INCORPORATION

OF

JACK COOPER CT SERVICES, INC.

ARTICLE I.

The name of the corporation is JACK COOPER CT SERVICES, INC. (the “Corporation”).

ARTICLE II.

The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”), and the Corporation shall have all powers necessary to engage in such acts or activities, including, but not limited to, the powers enumerated in the DGCL.

ARTICLE III.

The address of the current registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.  The name of the current registered agent at such address is Corporation Service Company.  The mailing address of the registered office of the Corporation is the same as its street address.

ARTICLE IV.

(a)The Corporation is authorized to issue one class of stock to be designated, the “Common Stock.” The total number of Common Stock shares that the Corporation is authorized to issue is 1,000 shares, $0.0001 par value per share.

A.Voting Rights.  With respect to voting powers, except as otherwise required by the DGCL, the holders of the Common Stock shall possess all voting powers for all purposes, including, by way of illustration and not of limitation, the election of directors.  Each share of Common Stock has one vote on each matter submitted to a vote of the Corporation’s shareholders.

B.Dividends.  Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors of the Corporation.

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C.Liquidation.  Upon the liquidation of the Corporation, the holders of shares of the Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders.

ARTICLE V.

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders, as the case maybe, it is further provided that:

A.The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors.

B.Except as otherwise provided in this Certificate of Incorporation, the Board of Directors may from time to time make, amend, supplement or repeal the Bylaws; provided, however, that the stockholders may change or repeal any Bylaw adopted by the Board of Directors by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation.  No amendment or supplement to the Bylaws adopted by the Board of Directors shall vary or conflict with any amendment or supplement thus adopted by the stockholders.

C.The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

D.Following the effectiveness of the registration of any class of securities of the Corporation pursuant to the requirements of the Securities Exchange Act of 1934, as amended, no action shall be taken by the stockholders of the Corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws and no action shall be taken by the stockholders by written consent.

E.Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

ARTICLE VI.

Meeting of stockholders may be held within or without the State of Delaware, as the Bylaws may provide.  The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE VII.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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ARTICLE VIII.

To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended in a manner more favorable to directors, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; except for liability (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, or (iv) for any transaction from which the director derived an improper personal benefit.  If the DGCL is amended after the effective date of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL.  Any (x) repeal or amendment of this Article VIII by the stockholders of the Corporation or (y) amendment to the DGCL shall not adversely affect any right or protection existing at the time of such repeal or amendment with respect to any acts or omissions occurring before such repeal or amendment of a person serving as a director of the Corporation or otherwise enjoying the benefits of this Article VIII at the time of such repeal or amendment.

ARTICLE IX.

A.The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor of the Corporation, provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnity any officer (or his heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.  The right to indemnification conferred by this Article IX shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that if the DCCL requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article IX.

B.The rights to indemnification and to the advance of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Certificate of Incorporation, the Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

C.Any repeal or modification of this Article IX by the stockholders of the Corporation shall not adversely affect any rights to indemnification, and to the advancement of expenses of a person serving as a director, or officer, employee or agent of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

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ARTICLE X.

Any action required or permitted to be taken at an annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents, in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE XI.

The name and mailing address of the incorporator are as follows:

Jesse H. Austin, III
King & Spalding LLP
1180 Peachtree Street NE
Atlanta, Georgia 30309

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I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 18th day November, 2013.

BY:	/s/ Jesse H. Austin, III
	Jesse H. Austin, III, Incorporator

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EX-3.10

Exhibit 3.10

BYLAWS

OF

JACK COOPER CT SERVICES, INC.

ARTICLE I

Offices

Section 1.  Principal and Registered Offices.  The principal office of the Corporation shall be located at such place as the Board of Directors may specify from time to time.  The registered office of the Corporation shall be located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19801.

Section 2.  Other Offices.  The Corporation may have offices at such other places, either within or without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Stockholders

Section 1.  Place of Meeting.  Meetings of stockholders shall be held at the principal office of the Corporation or at such other place or places, either within or without the State of Delaware, as shall either (i) be designated in the notice of the meeting or (ii) be agreed upon at or before the meeting by a majority of the stockholders entitled to vote at the meeting.

Section 2.  Annual Meetings.  The annual meeting of stockholders shall be held on any day (except Saturday, Sunday or a holiday) prior to March 15 of each year for the purpose of electing directors of the Corporation and the transaction of such other business as may be properly brought before the meeting.

Section 3.  Substitute Annual Meeting.  If the annual meeting is not held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with Section 4 of this Article II. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.  Special Meetings.  Special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer or the President or by order of the Board of Directors, and shall be called by the Chairman of the Board of Directors, the Chief Executive Officer or the President or

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by order of the Board of Directors upon the written request of any member of the Board of Directors or the holder or holders of at least 10% of all the shares of capital stock entitled to vote at the meeting.

Section 5.  Notice of Meetings.  Written or printed notice, stating the time and place of the meeting and, in the case of a special meeting, briefly describing the purpose or purposes of the meeting, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder of record entitled to vote at the meeting, by delivering a written notice thereof to him personally, or by mailing such notice in a postage prepaid envelope directed to him at his last address as it appears on the stock records of the Corporation.  It shall be the primary responsibility of the Secretary to give the notice, but notice may be given by or at the direction of the Chairman of the Board of Directors, the Chief Executive Officer or the President or other person or persons calling the meeting.  If a matter (other than the election of directors) is to be considered at an annual meeting on which a vote of stockholders is required by law or otherwise, notice shall be given as if the meeting were a special meeting.  If any stockholder shall, in person or by attorney thereunto authorized, waive in writing notice of any meeting of the stockholders, whether prior to or after such meeting, notice thereof need not be given to him.  Notice of any adjourned meeting of the stockholders shall not be required to be given, except where expressly required by law.

Section 6.  Proxies.  A stockholder may attend, represent, and vote his shares at any meeting in person, or be represented and have his shares voted for by a proxy which such stockholder has duly executed in writing.  No proxy shall be valid after eleven (11) months from the date of its execution unless a longer period is expressly provided in the proxy.  Each proxy shall be revocable unless otherwise expressly provided therein or unless otherwise made irrevocable by law.

Section 7.  Quorum. Except as otherwise provided by law, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.  In the absence of a quorum, any officer entitled to preside at, or act as Secretary of, such meeting, shall have the power to adjourn the meeting from time to time until a quorum shall be constituted.  At any such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called.  When a quorum is once present to organize a meeting, the stockholders present may continue to do business at the meeting or at any adjournment thereof notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 8.  Voting of Shares.  Each outstanding share of voting capital stock of the Corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders, except as otherwise provided in the certificate of incorporation.  The vote by the holders of a majority of the shares voted on any matter at a meeting of stockholders at which a quorum is present shall be the act of the stockholders on that matter, unless the vote of a greater number is required by law, by the certificate of incorporation, or by these bylaws.  Voting on all matters shall be by voice vote or by a show of hands, unless the holders of a majority of the shares represented at the meeting shall demand a vote by written ballot on a particular matter.

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Section 9.  Action Without Meeting.  Any action which the stockholders could take at a meeting may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  The consent shall be filed with the Secretary of the Corporation as part of the corporate records.  Such written consent shall have the same force and effect as a vote of stockholders, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business.

Section 10.  Meeting by Use of Conference Telephone.  Subject to the requirement for notice of meetings and if permitted by applicable law, stockholders may participate in and hold a meeting of such stockholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 11.  Record Date.  The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose.  Such date, in any case, shall be not more than sixty days, and in case of a meeting of stockholders not less ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.  If the stock transfer books are not closed, and no record date is fixed for the determination of stockholders, or of stockholders entitled to receive payment of a dividend; the date on which notice of the meeting is mailed, or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of stockholders.

Section 12.  List of Stockholders.  It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock records, either directly or through a transfer agent appointed by the Board of Directors, to prepare and make, at least ten days before every stockholders meeting, a complete list of stockholders entitled to vote at such meeting arranged in alphabetical order.  Such list shall be open to the examination of any stockholder at the principal office of the Corporation for said ten days before such meeting, and shall be produced and kept at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any stockholder who may be present.  The stock records of the Corporation shall be the only evidence of who are the stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting.

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ARTICLE III

Board of Directors

Section 1.  General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors except as otherwise provided by law, by the certificate of incorporation of the Corporation or by these bylaws.

Section 2.  Number, Term and Qualification.  The Board of Directors of the Corporation shall consist of one or more members as determined by the Board of Directors or the Stockholders from time to time.  Each director shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until his death, resignation or removal pursuant to these bylaws.  Directors need not be residents of the State of Delaware or stockholders of the Corporation.

Section 3.  Removal.  Directors may be removed from office with or without cause by a vote of stockholders who hold a majority of the shares then entitled to vote at an election of directors.  If any directors are so removed, new directors may be elected at the same meeting.

Section 4.  Resignation.  Any director of the Corporation may resign at any time by giving written notice to the Chairman of the Board of Directors, the Chief Executive Officer, President or Secretary of the Corporation, The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified therein.  The acceptance of such resignation shall not be necessary to make it effective.

Section 5.  Vacancies.  Any vacancy in the Corporation’s Board of Directors may be filled by a majority of the remaining directors.  The stockholders may elect a director at any time to fill a vacancy not filled by the directors.

Section 6.  Compensation.  The directors shall not receive compensation for their services as such, except that the directors shall be entitled to be reimbursed for any reasonable expenses paid by them by reason of their attendance at any regular or special meeting of the Board of Directors or any of its committees, and by resolution of the Board of Directors, the directors may be paid fees, which may include but are not restricted to fees for attendance at meetings of the Board or any of its committees.  Any director may serve the Corporation in any other capacity and receive compensation therefor.

ARTICLE IV

Meetings of Directors

Section 1.  Annual and Regular Meetings.  The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held immediately following the annual meeting of the stockholders.  The Board of Directors may by resolution provide for the holding of regular meetings of the Board on specified dates and at specified times.  If any date for which a regular meeting is scheduled shall be a legal holiday, the meeting shall be held on the next business day

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that is not a legal holiday or on a date designated in the notice of the meeting during either the same week in which the regularly scheduled date falls or during the preceding or following week.  Regular meetings of the Board shall be held at the principal office of the Corporation or at such other place as may be designated in the notice of the meeting.  Notice of annual meetings or any regular meetings held at the principal office of the Corporation and at the usual scheduled time shall not be required.

Section 2.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors, Chief Executive Officer, President or any one director.  Such meetings may be held at the time and place designated in the notice of the meeting.

Section 3.  Notice of Meetings.  The Secretary or other person or persons calling a meeting for which notice is required shall give notice by mail or telegram at least five days before the meeting, or by telephone at least twenty-four hours before the meeting.  Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of the notice. Attendance by a director at a meeting for which notice is required shall constitute a waiver of notice, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.  Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in this notice of such meeting.

Section 4.  Quorum.  A majority of the directors in office shall constitute a quorum for the transaction of business at a meeting of the Board of Directors, but a smaller number may adjourn the meeting from time to time until a quorum shall be present.  Any regular or special directors’ meeting may be adjourned from time to time by those present, whether a quorum is present or not.

Section 5.  Manner of Acting.  Except as otherwise provided by law, those bylaws or the certificate of incorporation of the Corporation or otherwise, the act of the majority of the directors present at a meeting at which a quorum is present shall-be the act of the Board of Directors.

Section 6.  Action Without Meeting.  Action taken by a majority of the directors or of a committee of directors without a meeting is nevertheless Board or committee action, if written consent to the action is signed by all the directors or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action is taken.  Such unanimous written consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business,

Section 7.  Meeting by Use of Conference Telephone.  Any one or more directors or members of a committee may participate in a meeting of the Board or any of its committees by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be

5

deemed presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V

Committees

Section 1.  Designation of Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  Any such committee, to the extent provided in these bylaws or in the resolution of the Board of Directors establishing the same, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that no such committee shall have the power or authority (i) to approve or adopt, or recommend to the stockholders of the Corporation, any action or matter expressly required by the General Corporation Law of the State of Delaware to be submitted to the stockholders of the Corporation for approval, or (ii) adopt, amend or repeal any bylaws of the Corporation.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 2.  Executive Committee.  There may be an Executive Committee of not more than three directors designated by resolution passed by a majority of the whole Board of Directors.  Such committee may meet at stated times, or on notice to all by any of their own number.  During intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, except that the Executive Committee shall not have authority to authorize or approve the following matters:

(a)The dissolution, merger or consolidation of the Corporation or the sale, lease or exchange of all or substantially all the property or assets of the Corporation.

(b)The designation of an Executive Committee or any other committee of directors having power to exercise any of the authority of the Board of Directors in the management of the Corporation or the filling of vacancies in the Board of Directors or in such committee.

(c)The fixing of compensation of the directors for serving on the Board of  Directors or on such committee.

(d)The amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

(e)The matters set forth in items (i) and (ii) of Section 1 of this Article V.

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Vacancies in the membership of the Executive Committee shall be filled by a majority of the whole Board of Directors at a regular meeting or at a special meeting called for that purpose.

Section 3.  Minutes.  Each committee shall keep minutes of its proceedings and shall report thereon to the Board of Directors at or before the next meeting of the Board.

Section 4.  Action Without Meeting, Telephonic Meeting.  Action may be taken by each committee in the manner allowed by the Board of Directors pursuant to Sections 6 and 7 of Article IV.

ARTICLE VI

Officers

Section 1.  Titles.  The Board of Directors shall have the exclusive power and authority to elect from time to time such officers the Corporation including a Chairman, Vice Chairman, Chief Executive Officer, President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, General Counsel, one or more Associate General Counsels, Chief Financial Officer, Treasurer, Controller, Secretary, one or more Assistant Treasurers, one or more Assistant Controllers, one or more Assistant Secretaries, and such other officers as it shall deem necessary.  Except as otherwise provided in these bylaws, the additional officers shall have the authority and perform the duties as from time to time may be prescribed by the Board of.  Directors.  Any two or more offices may be held by the same individual, but no officer may act in more than one capacity where action of two or more officers is required,

Section 2.  Election and Term.  The officers of the Corporation shall be elected by the Board of Directors at the regular meeting of the Board held each year immediately following the annual meeting of the stockholders. Each officer shall hold office until the next regular meeting at which officers are to be elected and until a successor is elected and qualifies or until his death, resignation, or removal pursuant to these bylaws,

Section 3.  Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Corporation will be served, but removal shall be without prejudice to any contract rights of the individual removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.  Vacancies.  Vacancies among the officers may be created and filled by the Board of Directors.

Section 5.  Compensation.  The compensation and all other terms of employment of the officers shall be fixed by the disinterested members of the Board of Directors.  No officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the Corporation.

7

Section 6.  Chairman of the Board of Directors.  The Chairman of the Board of Directors, if such officer is elected, shall preside at all meetings of the stockholders and the Board of Directors and shall have such other authority and perform such other duties as the Board of Directors shall designate.

Section 7.  Vice Chairman.  The Vice Chairman, if such officer is elected, shall have such powers and perform such duties as the Board of Directors or the Chairman of the Board of Directors (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these bylaws.  In the absence of Chairman of the Board of Directors, the Vice Chairman shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 8.  Chief Executive Officer.  Subject to such powers, if any, as may be given by the Board of Directors to the Chairman of the Board of Directors, if there is such officer, the Chief Executive Officer shall have supervision over and may exercise general executive powers concerning all of the operations and business of the Corporation, with the authority from time to time to delegate to other officers such executive and other powers and duties as he may deem advisable.  If there be no Chairman of the Board of Directors or Vice Chair, or in their absence, the Chief Executive Officer shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 9.  President.  The President shall perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may delegate from time to time or as may be provided by applicable law or elsewhere in these bylaws.

Section 10.  Executive Vice Presidents, Senior Vice Presidents and Vice Presidents.  The Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, if such officers are elected, shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these bylaws.  At the request of the Chairman of the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) any Vice President shall exercise the powers of the President during that officer’s absence or inability to act.  Any action taken by a Vice President in the performance of the duties of the President shall be presumptive evidence of the absence or inability to act of the President at the time the action was taken.

Section 11.  General Counsel.  The General Counsel shall advise and represent the Corporation generally in all legal matters and proceedings, and shall act as counsel to the Board of Directors and the Executive Committee.  The General Counsel may sign and execute pleadings, powers of attorney pertaining to legal matters, and any other contracts and documents in the regular course of his duties.

8

Section 12.  Associate General Counsels.  Each Associate General Counsel shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, General Counsel, or Board of Directors, and the Associate General Counsels shall exercise the powers of the General Counsel during that officer’s absence or inability to act.

Section 13.  Chief Financial Officer.  The Chief Financial Officer of the Corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares.  The books of account shall at all reasonable times be open to inspection by any director for a purpose reasonably related to his position as a director.  The Chief Financial Officer shall render to the Chief Executive Officer, and Board of Directors, whenever they may request it, an account of the transactions of the Corporation and of the financial condition of the Corporation.  The Chief Financial Officer shall have such other powers and perform such other duties as the Board of Directors shall designate or as may be provided by applicable law or elsewhere in these bylaws.

Section 14.  Treasurer.  The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. The Treasurer shall keep full and accurate accounts of the finances of the Corporation and shall cause a true statement of the assets and liabilities of the Corporation as of the close of each fiscal year and of the results of its operations and of changes in surplus, all in reasonable detail, to be made and filed at the principal office of the Corporation within three months after the end of the fiscal year. The statement shall be available for inspection by any stockholder for a period of ten years, and the Treasurer shall mail or otherwise deliver a copy of the latest statement to any stockholder upon written request.  The Treasurer shall in general perform all duties incident to the office and such other duties as may be assigned from time to time by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors. If a Chief Financial Officer has not been elected or appointed, the Treasurer shall perform the duties of the Chief Financial Officer unless and until a Chief Financial Officer is elected by the Board of Directors

Section 15.  Controller and Assistant Controllers.  The Controller shall have charge of the accounting affairs of the Corporation and shall have such other powers and perform such other duties as the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors shall designate.  Each Assistant Controller shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors and the Assistant Controllers shall exercise the powers of the Controller during that officer’s absence or inability to act.

Section 16.  Assistant Treasurers.  Each Assistant Treasurer shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, Treasurer, or Board of Directors, and the Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

Section 17.  Secretary.  The Secretary shall keep accurate records of the acts and proceedings of all meetings of stockholders and of the Board of Directors and shall give all

9

notices required by law and by these bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it.  The Secretary shall have general charge of the stock transfer books of the Corporation and shall keep at the principal office of the Corporation a record of stockholders, showing the name and address of each stockholder and the number and class of the shares held by each.  The Secretary shall sign such instruments as may require the signature of the Secretary, and in general shall perform the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Chief Executive Officer, President, or Board of Directors.

Section 18.  Assistant Secretaries.  Each Assistant Secretary shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Secretary, or Board of Directors, and the Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.

Section 19.  Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at meetings of the stockholders of any Corporation in which this Corporation may hold stock, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such stock and which, as the owner, the Corporation might have possessed and exercised if present. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

ARTICLE VII

Capital Stock

Section 1.  Certificates.  Certificates for shares of the capital stock of the Corporation shall be in such form not inconsistent with the certificate of incorporation of the Corporation as shall be approved by the Board of Directors.  The certificates shall be consecutively numbered or otherwise identified.  The name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer records of the Corporation.  Each certificate shall be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President and by the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer; provided, that where a certificate is signed by a transfer agent or assistant transfer agent of the Corporation, the signatures of such officers of the Corporation upon the certificate may be by facsimile, engraved or printed. Each certificate shall be sealed with the seal of the Corporation or a facsimile thereof.

Section 2.  Transfer of Shares.  Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificate for the shares sought to be transferred by the record holder or by a duly authorized agent, transferee or legal representative.  All certificates surrendered for transfer shall be canceled before new certificates for the transferred shares shall be issued.

Section 3.  Restrictions on Transfer of Shares.  Shares of capital stock of the Corporation shall not be transferred except as provided under the terms of any agreements

10

among the holders of such shares.  Each stock certificate issued by the Corporation representing shares of its common or preferred stock shall bear an appropriate reference to the above-mentioned restriction.

Section 4.  Transfer Agent and Registrar.  The Board of Directors may appoint one or more transfer agents and one or more registrars of transfers and may require all stock certificates to be signed or countersigned by the transfer agent and registered by the registrar of transfers,

Section 5.  Regulations.  The Board of Directors shall have power and authority to make rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of capital stock of the Corporation.

Section 6.  Lost Certificates.  The Board of Directors may authorize the issuance of a new certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit from the person explaining the loss or destruction.  When authorizing issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in a sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring a bond.

ARTICLE VIII

General Provisions

Section 1.  Dividends.  The Board of Directors may from time to time declare, and the Corporation may pay, dividends out of its earned surplus on its outstanding shares in the manner and upon the tams And conditions provided by law.

Section 2.  Seal.  The seal of the Corporation shall have inscribed thereon the name of the Corporation and “Delaware” around the perimeter, and the words “Corporate Seal” in the center.

Section 3.  Waiver of Notice.  Whenever notice is required to be given to a stockholder, director or other person under the provisions of these bylaws, the certificate of incorporation of the Corporation or by applicable law, a waiver in writing signed by the person or persons entitled to the notice, whether before or alter the time stated in the notice, shall be equivalent to giving the notice.

Section 4.  Depositories and Checks.  All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate.

Section 5.  Bond.  The Board of Directors may by resolution require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with

11

sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board.

Section 6.  Loans.  No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 7. Taxable Year.  The taxable year of the Corporation shall be the period ending on December 31 of each year or such other period as the Board of Directors shall from time to time determine.

Section 8.  Indemnification of Directors, Officers, Employees and Agents.

(a)           Right to Indemnification.  Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the ease of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitees heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.  The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Delaware General Corporation Law requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation, service to art employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further

12

right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise (hereinafter an “undertaking”).

(b)           Right of Indemnitee to Bring Suit.  If a claim under paragraph (a) of this Section is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the ease of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.  In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Section or otherwise shall be on the Corporation.

(c)           Non-Exclusivity of Rights.  The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the certificate of incorporation of the Corporation, these bylaws, by agreement, by vote of stockholders or disinterested directors or otherwise.

(d)           Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss under the Delaware General Corporation Law.

(e)           Indemnification of Agents of the Corporation.  The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses, to any agent of the Corporation to

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the fullest extent of the provisions of the Section with respect to the indemnification and advancement of expenses of directors, officers and employees of the Corporation.

Section 9.  Amendments.  Unless otherwise provided in the articles of incorporation or a bylaw adopted by the stockholders or by law, these bylaws may be amended or repealed by the board of directors, except that a bylaw adopted, amended or repealed by the stockholders may not be readopted, amended or repealed by the board of directors if neither the articles of incorporation nor a bylaw adopted by the stockholders authorizes the board of directors to adopt, amend or repeal that particular bylaw or the bylaws generally without the assent or vote of the stockholders.  These bylaws may be amended or repealed by the stockholders even though the bylaws may also be amended or repealed by the board of directors.  A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed (a) if originally adopted by the stockholders, only by the stockholders, unless such bylaw as originally adopted by the stockholders provides that such bylaw may be amended or repealed by the board of directors or (b) if originally adopted by the board of directors, either by the stockholders or by the board of directors.  A bylaw that fixes a greater quorum or voting requirement may not be adopted by the board of directors by a vote less than a majority of the directors then in office and may not itself be amended by a quorum or vote of the directors less than the quorum or vote prescribed in such bylaw or prescribed by the stockholders:

Section 10.  Stockholders Agreement.  To the extent that the provisions of these Bylaws are inconsistent with any stockholders agreement subsequently entered into by the holders of the Corporation’s capital stock, the stockholders agreement shall control.

* * * *

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THIS IS TO CERTIFY that the above Bylaws of JACK COOPER CT SERVICES, INC. were duly adopted by the Board of Directors of the Corporation by action taken by unanimous written consent effective the 18th day of November, 2013.

This 18th day of November, 2013.

/s/ Theo A. Ciupitu

Theo A. Ciupitu, Secretary

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EX-3.11

Exhibit 3.11

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

JACK COOPER LOGISTICS, LLC

1.The name of the limited liability company is JACK COOPER LOGISTICS, LLC.

2.The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company and 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

3.The management of the Company shall be vested in its manager(s) as further set forth in its limited liability company agreement.

4.This Certificate of Formation will be effective upon filing.

  IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ L. Kent Webb

L. KENT WEBB, Organizer

Womble Carlyle Sandridge & Rice, PLLC

271 17TH Street, NW, Suite 2400

Atlanta, GA 30363-1017

404-872- 7000

EX-3.12

Exhibit 3.12

Amended and Restated

Limited Liability Company Agreement

of

Jack Cooper Logistics, LLC

Effective as of March 1, 2011

TABLE OF CONTENTS

		Page
ARTICLE I	ORGANIZATION AND POWERS	1
1.01	Organization	1
1.02	Purposes and Powers	2
1.03	Principal Place of Business; Registered Office and Registered Agent	2
1.04	Fiscal Year	2
1.05	Qualification in Other Jurisdictions	2
1.06	Term	2
ARTICLE II	MEMBERS	2
2.01	Members	2
2.02	Admission of New Members	3
2.03	Meetings of Members	3
2.04	Limitation of Liability of Members; Indemnity	4
2.05	Authority	4
2.06	No Right to Withdraw	4
2.07	Rights to Information	4
2.08	No Appraisal Rights	5
2.09	Reports	5
ARTICLE III	CAPITAL STRUCTURE	5
3.01	Classes of Shares	5
3.02	Certificates	6
3.03	Transfers	6
3.04	Record Holders	6
3.05	Record Date	7
ARTICLE IV	CERTAIN GOVERNANCE MATTERS	7
4.01	Obligations Related to HYDO and Related Indentures	7
4.02	New Equity Issuances	7
4.03	Preemptive Rights	7
4.04	Sale of Assets	8
4.05	Put Right	8
ARTICLE V	BOARD OF DIRECTORS	7

i

TABLE OF CONTENTS

(continued)

		Page
5.01	Powers	7
5.02	Election and Qualification	8
5.03	Reliance by Third Parties	8
5.04	Tenure	9
5.05	Meetings	9
5.06	Notice of Meetings	9
5.07	Quorum	9
5.08	Action at Meeting; Action by Written Consent	9
5.09	Limitation of Liability of Directors; Directors and Officers Liability Insurance	9
5.10	Reimbursements	10
ARTICLE VI	OFFICERS	10
6.01	Enumeration	10
6.02	Election	10
6.03	Qualification	10
6.04	Tenure	10
6.05	Removal	10
6.06	Vacancies	10
6.07	Powers and Duties	10
ARTICLE VII	INDEMNIFICATION	11
7.01	Indemnification of Directors and Officers	11
7.02	Indemnification of Employees and Agents	12
7.03	Entitlement	12
7.04	Advance Payments	13
7.05	Non-Exclusive Nature of Indemnification	13
7.06	Insurance	13
7.07	No Duplicate Payments	13
7.08	Amendment	13
ARTICLE VIII TRANSACTIONS WITH INTERESTED PERSONS		13
ARTICLE IX CAPITAL ACCOUNTS AND CONTRIBUTIONS		14
9.01	Capital Accounts	14

ii

TABLE OF CONTENTS

(continued)

		Page
9.02	Contributions, Generally	15
9.03	Amounts of Initial Contributions	16
9.04	Additional Contributions	16
ARTICLE X	ALLOCATIONS	16
10.01	Allocation of Net Income	16
10.02	Allocation of Net Loss	16
10.03	Loss Limitation	17
10.04	Qualified Income Offset	17
10.05	Section 704(c) Allocations	17
10.06	Nonrecourse Deductions	17
10.07	LLC Minimum Gain Chargeback	18
10.08	Member Nonrecourse Debt	18
10.09	Member Minimum Gain Chargeback	18
10.10	Curative Allocations	18
10.11	Allocations for Share Changes	19
10.12	Compliance with Code Section 704(b)	19
ARTICLE XI	DISTRIBUTIONS	19
11.01	Distribution of LLC Funds	19
11.02	Tax Distributions	19
11.03	Distributions	20
11.04	Distribution Upon Liquidation or Dissolution	20
11.05	No Limitation on Authority of Board	20
ARTICLE XII	TRANSFERS OF INTERESTS	20
12.01	General Restrictions on Transfer	20
12.02	Right of First Refusal	21
12.03	Permitted Transfers	22
12.04	Requirements for Transfer	23
12.05	Drag-Along	23
12.06	Effect of Transfer	24
12.07	Prohibited Transfers	25

iii

TABLE OF CONTENTS

(continued)

		Page
12.08	Tag-Along Rights	25
12.09	Participation Rights	25
ARTICLE XIII	DISSOLUTION, LIQUIDATION, AND TERMINATION; INCORPORATION	26
13.01	Dissolution	26
13.02	Liquidation	26
13.03	Certificate of Cancellation	27
13.04	Right to Convert to Corporate Form	27
ARTICLE XIV	GENERAL PROVISIONS	27
14.01	Notices	27
14.02	Entire Agreement	28
14.03	Consent to Jurisdiction	28
14.04	Amendment, Modification, or Waiver	28
14.05	Binding Effect	28
14.06	Governing Law; Severability	28
14.07	Further Assurances	29
14.08	Waiver of Certain Rights	29
14.09	Notice to Members of Provisions of this Agreement	29
14.10	Third Party Beneficiaries	29
14.11	Interpretation	29
14.12	Counterparts	29
14.13	Confidentiality	29
14.14	Representations of Members	30
14.15	Definitions	30

SCHEDULES

Schedule A - Members, Addresses and Shares

Schedule B — Definitions and Cross-Reference Table for Definitions

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JACK COOPER LOGISTICS, LLC

Amended and Restated Limited Liability Company Agreement

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is made and entered into as of September     , 2011 to be effective as of March 1, 2011, by and among Jack Cooper Logistics, LLC (the “Company”) and the Persons (as defined below) identified as the Members on Schedule A attached hereto (such Persons and their respective successors in interest being hereinafter referred to individually as “Member” or collectively as “Members”), as such Schedule A may hereinafter be amended.

WHEREAS, the Company was formed as a limited liability company under the Delaware Limited Liability Company Act (as amended from time to time, the “Act”) on November 9, 2010;

WHEREAS, the Company and Jack Cooper Holdings Corp., a Delaware corporation formed on November 29, 2010 pursuant to the conversion of Jack Cooper Holdings LLC (“Holdings”), and Eve Merchant Holdings, Inc., a Florida corporation (“EVE”; collectively, with Holdings, the “Founders”; individually, a “Founder”) entered into that certain Limited Liability Company Agreement of the Company, dated November 22, 2010 (the “Prior Agreement”);

WHEREAS, pursuant to a Membership Interest Transfer Agreement dated as of the dated hereof, EVE will transfer a portion of its Shares (as defined below) to each of Robert Griffin, Michael Testman, Theo Ciupitu, Kirk Ferguson, and Andrea Amico (the “Additional Minority Members”; and, collectively along with EVE, the “Minority Members” and individually, each a “Minority Member”); and

WHEREAS, the Company, the Founders, and the Additional Minority Members desire to provide that the Additional Minority Members become Members of the Company and to amend and restate in its entirety the Prior Agreement as set forth herein to provide for the conduct of the business and affairs of the Company and their respective rights, obligations, and duties regarding the Company.

NOW, THEREFORE, in consideration of the premises (which are incorporated herein and made part hereof), the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

ARTICLE I

Organization and Powers

1.01Organization. The Company was formed by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware pursuant to the Act. The Certificate of Formation may be amended and restated by the Company’s Board of Directors (the “Board”) from time to time as provided in the Act. The Board may also amend the Certificate of Formation to change the address of the registered office of the Company in the State of Delaware, the name and address of the registered agent in the State of Delaware, the name of the Company, or to make corrections required by the Act. The Certificate of Formation, as

amended, and as so amended from time to time, is referred to herein as the “Certificate.” The Company shall deliver a copy of the Certificate and any amendment thereto to any Member who so requests.

1.02Purposes and Powers. The initial principal business activities and purposes of the Company shall be to engage in the global non-asset based automotive supply chain for new and used finished vehicles. These services may include, but shall not be limited to, (i) a domestic brokerage and international freight forwarding business for transporting vehicles, (ii) port processing, inspection and other services for inbound and outbound vehicles at logistics check points; such services to include, without limitation, loading and unloading services, maintenance checks, minor repairs and detailing, and security checks to ensure weapons, explosives and contraband are not present, and (iii) operating a business associated with such activities and purposes. However, the business activities and purposes of the Company shall not be limited to its initial principal business activities and purposes and, unless the Board otherwise determines, the Company shall have authority to engage in any other lawful business, purpose or activity permitted by the Act, and the Company shall possess and may exercise all of the powers and privileges granted by the Act or which may be exercised by any Person, together with any powers incidental thereto, so far as such powers or privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

1.03Principal Place of Business; Registered Office and Registered Agent. The principal office and place of business of the Company is 2345 Grand Boulevard, Kansas City, Missouri 64108. The Board may change the principal office or place of business of the Company at any time and may cause the Company to establish other offices or places of business in various jurisdictions. The name and address of the registered agent of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

1.04Fiscal Year. Unless otherwise required under the Code, the Fiscal Year of the Company shall end on December 31 in each year or such other date as the Board may determine from time to time and as is permitted by Section 706(b) of the Code.

1.05Qualification in Other Jurisdictions. The Company shall be qualified or registered under applicable laws of any jurisdiction in which the Company transacts business and the Company’s officers and agents shall be, and hereby are (and each of them is), authorized to execute, deliver and file any certificates and documents necessary to effect such qualification or registration, including without limitation, the appointment of agents for service of process in such jurisdictions.

1.06Term. The term of the Company shall commence on the date the Certificate of Formation was filed with the Secretary of State of Delaware and shall continue until dissolved in accordance with the provisions of this Agreement.

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ARTICLE II

Members

2.01Members. The Members of the Company and their addresses are listed on Schedule A, which shall be amended from time to time by the Board to reflect the withdrawal of Members, the admission of additional members (“Additional Members”), transfers of Shares or the issuance of additional Shares pursuant to this Agreement. The Members shall constitute a single class or group of members of the Company for all purposes of the Act, unless otherwise explicitly provided herein. The Board will, upon written request, provide Members with the most recently amended Schedule A, which shall constitute the record list of the Members for all purposes of this Agreement.

2.02Admission of New Members. Additional Persons may be admitted to the Company as Members upon approval of a Transfer in accordance with Article XII or upon approval of the issuance of new Shares in accordance with Section 4.02. New Members shall be admitted at the time when all conditions to their admission have been satisfied, as determined by the Board. Upon the approval by the Board, such Person shall be admitted as a Member by (i) executing a counterpart of this Agreement and (ii) if the Person is not a transferee in connection with a permitted Transfer as described in Section 12.03, the payment of a Contribution in an amount determined by the Board. No Additional Member shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company. The Board may, at the time a Member is admitted, close the Company books (as though the Company’s tax year had ended) or make pro rata allocations of loss, income, and expense deductions to a new Member for that portion of the Company’s tax year in which a Member was admitted in accordance with the provisions of 706(d) of the Code and the Treasury Regulations promulgated thereunder.

2.03Meetings of Members.

(a)Notice of Meetings; Quorum. A written notice stating the place, date and hour of all meetings of Members shall be given by any Director, by any Person authorized by this Agreement, by the Board, or as otherwise provided by law, pursuant to the provisions of Section 14.01 hereof not fewer than ten (10) days nor more than 50 days before the meeting to each Member entitled to vote thereat and to each Member who under this Agreement is entitled to such notice. Notice need not be given to a Member if action is taken without a meeting under Section 2.03(b) if (i) a written waiver of notice is executed by such Member, (ii) communication with such Member is unlawful, or (iii) such Member attends the meeting in question, unless such attendance was for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. The holders of a majority of all Shares issued, outstanding and entitled to vote at a meeting shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present.

(b)Voting and Proxies. Members shall have one vote for each Share owned by them of record according to the books of the Company unless otherwise provided by law or by this Agreement. Members may vote either in person or by written proxy, but no proxy shall

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be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. Proxies shall be filed with the Secretary at the meeting, or at any adjournment thereof. A proxy purporting to be executed by or on behalf of a Member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the Shares voting on such matter except where a larger or different vote is required by law or by this Agreement. The Company shall not directly or indirectly vote any of its own Shares. Notwithstanding anything contained in this Agreement to the contrary, any action required or permitted by law to be taken at any meeting of Members may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Shares were present and voted. Notice of the taking of the action without a meeting by less than unanimous written consent shall be given within thirty (30) days of the taking of such action to those holders of Shares who have not consented in writing.

2.04Limitation of Liability of Members; Indemnity. Except as otherwise provided in the Act, no Member of the Company shall be obligated personally for any debt, obligation or liability of the Company or of any other Member, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company. Unless otherwise required by the Act, no Member shall have any fiduciary or other duty to another Member with respect to the business and affairs of the Company, and no Member shall be liable to the Company or any other Member for acting in good faith reliance upon the provisions of this Agreement. No Member shall have any responsibility to restore any negative balance in its Capital Account or to contribute to or in respect of the liabilities or obligations of the Company or to return distributions made by the Company except as required by the Act or other applicable law. The Company shall indemnify and hold harmless each of the Members acting on behalf of the Company pursuant to the terms of this Agreement from and against any claim by any third party seeking monetary damages against such Member arising out of such Member’s performance of its duties in good faith consistent with the terms of this Agreement. Such indemnity shall continue unless and until a court of competent jurisdiction adjudicates that such conduct constituted gross negligence, willful misconduct or fraud of the Member. Notwithstanding the foregoing, no Member that is not a Director or officer of the Company is authorized to act on behalf of the Company except in accordance with an express resolution of the Board.

2.05Authority. Unless specifically authorized by the Board, no Member that is not a Director or officer of the Company shall be an agent of the Company or have any right, power or authority to act for or to bind the Company or to undertake or assume any obligation or responsibility of the Company or of any other Member.

2.06No Right to Withdraw. Except in connection with a Transfer of all of a Member’s Shares in accordance with all applicable terms of this Agreement, no Member shall have any right to resign or withdraw from the Company without the unanimous approval of the Board or to receive any distribution or the repayment of such Member’s Contribution except as provided in Article XI and Article XIII upon dissolution and liquidation of the Company.

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2.07Rights to Information.

(a)Members shall have the right to receive from the Company upon request a copy of the Certificate and of this Agreement, as amended from time to time, and such other information regarding the Company as is required by the Act, subject to reasonable conditions and standards established by the Board, as permitted by the Act, which may include, without limitation, withholding or restrictions on the use of confidential information.

(b)The Board shall cause the Company to keep true and correct books of account with respect to the operation of the Company. Such books will be maintained at the principal place of business of the Company or at such other place as the Board shall determine and all Members shall have access to such books to the extent required by law. Such books shall be closed and balanced as of the last day of each Fiscal Year.

2.08[Reserved.]

2.09Reports.

(a)Within 60 days after the end of each fiscal quarter, the Company shall deliver to the Members a consolidated balance sheet of the Company and its subsidiaries as of the end of such fiscal quarter and the related consolidated statements of operations and cash flows for such fiscal quarter and for the portion of the Fiscal Year ending at the end of such fiscal quarter, without footnote disclosure, setting forth in each case in comparative form the figures for the corresponding periods of the previous Fiscal Year, and prepared in accordance with generally accepted accounting principles (“GAAP”) unless another accounting methodology is otherwise approved by the Board.

(b)Within 90 days after the end of each Fiscal Year, the Company shall deliver to the Members a consolidated balance sheet of the Company and its subsidiaries as of the end of such Fiscal Year and the related consolidated statements of operations, members’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, with such financial statements to be reviewed or audited by independent public accountants of nationally or regionally recognized standing if the Board so determines, and prepared in accordance with GAAP or another accounting methodology approved by the Board.

(c)Within 90 days after the end of each Fiscal Year, the Company shall furnish to all Members such information as may be needed to permit Members to file their federal income tax returns and any required state income tax returns.

(d)The cost of all reports delivered pursuant to this Section 2.09 shall be at the expense of the Company. All reports provided to Members by the Company shall be kept confidential by the Members and shall not be divulged, in whole or in part, to any third party other than the legal and accounting advisors of the Members, except as required by applicable law or as otherwise permitted by Section 14.13.

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ARTICLE III

Capital Structure

3.01Classes of Shares.

(a)Interests of Members in the Net Income and Net Loss of the Company and the right of Members to distributions and allocations and a return of capital contributions and other amounts specified herein shall be evidenced by shares of interest in the Company (“Shares”). Subject to this Article III and Article IV, the Board may issue Shares in exchange for consideration consisting of cash, any tangible or intangible property or any benefit to the Company, or any combination thereof, so long as the total consideration for the Shares is not less than their Fair Market Value, determined as of the date of such issuance. The Shares shall have the economic rights, powers and preferences as described herein, and any and all benefits to which the holder of such Shares may be entitled as provided in this Agreement, together with all obligations of such Member to comply with the terms and provisions of this Agreement. Each Member shall be entitled to one vote for each Share held by such Member on all matters that require, or are submitted by the Board to, a vote or other action by the Members.

(b)Subject to compliance with this Agreement, including, without limitation, the provisions of Article IV, the Board may from time to time issue additional Shares (or options, warrants or other securities convertible into or exercisable for Shares) to existing Members or new Members and, subject to the provisions of Article IV, may amend this Section 3.01 and the provisions of Articles IX through XI, and subject to the provisions of Article IV, may make other necessary conforming amendments to this Agreement to designate additional classes of Shares having different relative rights, powers and preferences, including, without limitation, rights and powers that are superior to those of existing classes of Shares, or the right to vote as a separate class or group on specified matters. The Company shall have the right to issue fractional Shares. In furtherance, and not in limitation, of the authority of the Board set forth in this Section 3.01(b), upon the issuance of additional Shares to existing or new Members, the Board may, in its sole discretion, cause the Company to specially allocate to each such existing or new Member items of income, gain, deduction and loss realized by the Company after the date of such issuance and in such amounts and of such a character so that the Capital Account of each such existing or new Member with respect to such additional Shares equals, as nearly as possible, the Capital Account such existing or new Member would have had with respect to such additional Shares if such additional Shares had been issued on the date Shares of the same class or series were first issued by the Company.

3.02Certificates. Unless the Board determines otherwise, the Shares need not be certificated.

3.03Transfers. Subject to any restrictions on Transfer under this Agreement, Shares may be transferred on the books of the Company by the delivery to the Company or its transfer agent of a written assignment properly executed, and with such proof of the authenticity of signature as the Company or its transfer agent may reasonably require.

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3.04Record Holders. Except as may otherwise be required by law or by this Agreement, the Company shall be entitled to treat the record holder of Shares as shown on its books as the owner of such Shares for all purposes, including, without limitation, the payment of distributions and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such Shares, until such Shares have been transferred on the books of the Company in accordance with the requirements of this Article III and in compliance with the Transfer restrictions in Article XII of this Agreement.

It shall be the duty of each Member to notify the Company of any change of address of such Member from that set forth on Schedule A hereto.

3.05Record Date. Unless otherwise established by the Board, (a) the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the day immediately preceding the day on which notice is given, or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held, (b) the record date for determining Members entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed, and (c) the record date for determining Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

ARTICLE IV

Certain Governance Matters

4.01Obligations Related to HYDO and Related Indentures. The Minority Members acknowledge that Holdings closed: (a) an offering of Senior Secured Notes due 2015 pursuant to the terms of an Offering Circular (the “HYDO”) and other credit facilities, which closed substantially contemporaneously with the HYDO (the HYDO and such credit facilities, together with any tack-on financings thereto or refinancings thereof and as amended from time to time, are collectively referred to herein as the “Holdings Indentures”); and (b) an offering of Series B Preferred Stock of Holdings pursuant to a Certificate of Designations to Holdings’ Certificate of Incorporation. The terms of the Holdings Indentures and Holdings’ Charter require the Company to be a guarantor and be subject to certain restrictions including, without limitation, restrictions on distributions and other payments to the Members. Holdings was obligated to pledge its equity interest in the Company to the secured parties. The Minority Members acknowledge and agree that (i) the Company is subject to certain restrictions set forth in the Holdings Indentures and Holdings’ Charter, including, without limitation, restrictions oh distributions and other payments to the Members, and (ii) Holdings and each of the Minority Members has or will pledge its Shares in the Company to the secured parties.

4.02New Equity Issuances. Notwithstanding anything else in this Agreement to the contrary, the Company may not issue additional Shares (or options, warrants or other securities convertible into or exercisable for Shares) to any Person without the prior written consent of Holdings and holders of a majority of the Shares then held by the Minority Members.

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4.03Preemptive Rights. If the approval required by Section 4.02 is obtained, before the Company issues any new Shares (or options, warrants or other securities convertible into or exercisable for Shares) (the “New Shares”), the Company shall give written notice (the “New Shares Notice”) to each of the Minority Members setting forth (i) the total amount of New Shares that the Company intends to issue, (ii) the principal terms, including the price, on which the Company proposes to issue such New Shares, and (iii) an offer to each Minority Member to purchase up to such Minority Member’s pro rata portion of the New Shares (based on each Minority Member’s Share Percentage). Each Minority Member electing to purchase a portion of the New Shares shall deliver written notice of its election to the Company within ten (10) days of receipt of such New Shares Notice. Upon receipt of such election notice from a Minority Member, the Company shall be required to sell to such Minority Member and such Minority Member shall be required to purchase, on the terms specified in the New Shares Notice or any other terms that may be negotiated with other purchasers of such New Shares that are more favorable to the purchasers of such New Shares than the terms described in the New Shares Notice, such amount of the New Shares as are indicated in such Minority Member’s election notice up to such Minority Member’s pro rata portion of the New Shares so offered.

4.04Sale of Assets. Notwithstanding anything else in this Agreement to the contrary, the Company may not transfer all or substantially all of the Company’s assets, whether for cash, securities, or other assets: (a) unless the purchase price (whether in form of cash, securities, or other assets) for such assets is the Fair Market Value of such assets as of the date of such transfer, using the same measure of Fair Market Value and appraisal procedures as are provided in Section 12.05(c); or (b) if the requirements of paragraph (a) are not met, without the prior written consent of Holdings and holders of a majority of the Shares then held by the Minority Members.

4.05Put Right.

(a)If permitted under the Holdings Indentures and Holdings’ Charter, if at any time (i) J.J. Schickel no longer serves as either the Chairman, Vice Chairman, Chief Executive Officer, or President of the Company because of the Company’s removal of J.J. Schickel from such office (unless the Company is appointing him to any such other office) without his consent for any reason other than For Cause, or (ii) the Company terminates that certain Letter Agreement, dated as of the execution date of this Agreement and with an effective date of June 1, 2011 (the “EVE Engagement Letter”), between the Company and EVE regarding certain advisory services, then EVE shall have the right to sell all of its Shares to the Company (or its designee(s)), and the Company (or its designee(s)) shall have the obligation to purchase such Shares at a purchase price equal to the Fair Market Value of the Shares, using the same measure of Fair Market Value and appraisal procedures as are provided in Section 12.05(c), as of the date of such removal or termination (the “Put Right”). The purchase price payable by the Company (or its designee(s)) under this Section 4.05 shall be paid in full at closing in cash or by wire transfer, unless the Company (or its designee(s)) chooses at its sole discretion to fund the purchase of the Shares under this Section 4.05 by delivering at the closing to EVE (A) one-third (1/3) of the purchase price in cash or by wire transfer and (B) the balance of the purchase price in form of a promissory note from the Company (or its designee(s)) providing for equal payments

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to EVE of level principal and interest payments, at a simple, annual rate of nine percent (9%), fully amortized and paid on a monthly basis over five (5) years, which note shall be secured by a pledge of the purchased Shares. The entire outstanding principal balance, and all accrued interest thereon, shall be paid in full no later than on the fifth (5th) anniversary of the date of the promissory note; provided further that the Company (or its designee(s)) shall have the right to prepay the promissory note at any time, in whole or in part, without premium or penalty, but with accrued interest through the date of prepayment. To exercise and not forfeit its Put Right, EVE shall give written notice to the Company of its exercising the Put Right within 10 days of J.J. Schickel’s aforementioned removal from office or the Company’s termination of the EVE Engagement Letter. By virtue of this Section 4.05, the Board and Holdings shall be deemed to have consented in writing to a Transfer of EVE’s Shares pursuant to the Put Right for purposes of the conditions, provisions, and terms contained in Section 12.03(d).

(b)For purposes of this Section 4.05, “For Cause” shall be deemed to exist upon J.J. Schickel’s: (i) gross negligence, recklessness, fraud, willful misconduct, willful violation of any material law, or wanton or willful neglect; (ii) conviction for, or the entry of a pleading of guilty or nolo contendere, to any felony or crime involving moral turpitude; (iii) willful refusal to perform his material obligations of his position or to follow the lawful directives of the Board consistent with his job duties (subject in all cases to right to exercise his fiduciary duties and act in a manner that he believes in good faith to be in the best interest of the Company); (iv) breach in a material respect of this Agreement or his fiduciary duties to the Company; (v) theft of company property; (vi) death; or (vii) permanent disability, which shall mean his inability, due to physical or mental impairment, for a period of 90 days, whether or not consecutive, during any 360-day period, to perform the services contemplated herein. A determination of “permanent disability” shall be made by a physician satisfactory to both J.J. Schickel (or his personal representative) and the Company. In the event J.J. Schickel (or his personal representative) and the Company cannot agree on a physician, both parties will select a physician and those two physicians shall jointly select a third physician, whose determination shall be binding.

ARTICLE V

Board of Directors

5.01Powers. Subject to compliance with this Agreement, the business and affairs of the Company shall be conducted by or under the direction of the Board, who shall have and may exercise on behalf of the Company all of its rights, powers, duties and responsibilities under Section 1.02 or as provided by law. Except as set forth in this Agreement or otherwise provided by law, all rights, powers, duties and responsibilities of the Company shall be delegated to the Board. In addition, the Board shall designate one of the Members to serve as the “Tax Matters Partner” of the Company for purposes of Section 6231(a)(7) of the Code, with power to manage and represent the Company in any administrative proceeding of the Internal Revenue Service. The Tax Matters Partner shall initially be Holdings. A Director shall be the equivalent of a “Manager” for all purposes under the Act. Subject to the approval requirements of Section 5.08, Directors shall be permitted to execute any filings, instruments, applications or certificates with governmental authorities or other regulators (including, without limitation, Secretaries of State of

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any state in which the Company qualifies to transact business as a foreign business organization) as a “Manager” of the Company.

5.02Election and Qualification.

(a)Board of Directors. The Board shall consist of that number of Directors to be fixed by resolution of the Board from time to time, provided that there shall be not less than three (3) Directors. The period from and including the effective date of this Agreement and to, but excluding, the date of execution of this Agreement, the Board consisted of three (3) Directors. The period from and including the date of execution of this Agreement to the date on which the number of Directors is changed by resolution of the Board, the Board will consist of five (5) Directors. From and after the date of this Agreement, each Member shall vote or cause to be voted all Shares, and all other voting securities of the Company presently owned or hereafter acquired by such Member, or over which such Member has voting control or hereafter acquires voting control, at any regular or special meeting of Members called for the purpose of filling positions on the Board, or to execute a written consent in lieu of such a meeting of Members for the purpose of filling positions on the Board, to cause and maintain the election to the Board of Directors as follows:

(i)One (1) nominee designated by EVE, who is currently J.J. Schickel; and

(ii)Such number of nominees as necessary to fill the remaining positions on the Board designated by Holdings, who: (A) during the period from and including the effective date of this Agreement and to, but excluding, the date of execution of this Agreement, were T. Michael Riggs and Robert Griffin; and (B) during the period from and including the date of execution of this Agreement to the date on which the number of Directors is changed by resolution of the Board, will be T. Michael Riggs, Robert Griffin, Andrea Amico, and Ronald A. Pfeiffer.

(b)Removal. In the event that the Members with the authority to designate a Director pursuant to Section 5.02(a) request that the Director selected by such Member be removed (with or without cause), by written notice to the other Members, then in each such event, such Director shall be removed and each Member hereby agrees to vote all Shares, and all other voting securities of the Company over which such Member has voting control, to effect such removal or to consent in writing to effect such removal upon such request.

(c)Vacancies. Members with the authority to designate a Director pursuant to Section 5.02(a) may request that the Director(s) selected by such Members shall fill any vacancy resulting from the removal or resignation of its nominee. A vacancy resulting from an increase in the number of Directors may be filled by Holdings.

(d)Committees. The Board may establish committees consisting of certain Directors and delegate to these committees such powers and authority as the Board deems necessary or advisable.

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5.03Reliance by Third Parties. Any Person dealing with the Company, the Directors, or officers may rely upon a certificate signed by a majority of the Directors, the Chairman, the Vice Chairman, the CEO, or the President as to: (i) the identity of any Directors or officers; (ii) any factual matters relevant to the affairs of the Company; (iii) the Persons who are authorized to execute and deliver any document on behalf of the Company; or (iv) any action taken or omitted by the Company, the Directors, or any officer.

5.04Tenure. Except as otherwise provided by law or by this Agreement, Directors shall hold office until their successors are elected and qualified or until their earlier death, disability, resignation or removal. Any Director may resign by delivering his written resignation to the Company. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5.05Meetings. Meetings of the Board may be held at such time, date and place as the Board may from time to time determine. Meetings of the Board may be called, orally or in writing (including, without limitation, via electronic mail), by one or more Directors designating the time, date and place thereof. Directors may participate in meetings of the Board by means of conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.

5.06Notice of Meetings. Notice of the time, date and place of all special meetings of the Board shall be given to each Director by the Secretary or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such Persons, by any one of the Directors calling the meeting. Notice shall be given to each Director in person or by telephone at least 48 hours in advance of the meeting, by electronic mail sent to his e-mail address at least 48 hours in advance of the meeting or by written notice sent by overnight courier to his business address for delivery at least 48 hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice is executed by him before or after the meeting, or if communication with such Director is unlawful. A notice or waiver of notice of a meeting of the Board need not specify the purposes of the meeting.

5.07Quorum. At any meeting of the Board, a majority of Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be continued at such time and place as may be agreed to by those Directors originally present without further notice upon reaching a quorum.

5.08Action at Meeting; Action by Written Consent. Unless otherwise required by law or by this Agreement: (a) at any meeting of the Board at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board; and (b) any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a written consent thereto is signed by all of the Directors and filed with the records of the meetings of the Board. The written consent described by the foregoing clause (b) shall be treated as a vote of the Board for all purposes.

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5.09Limitation of Liability of Directors; Directors and Officers Liability Insurance. No Director or officer shall be obligated personally for any debt, obligation or liability of the Company or of any Member, whether arising in contract, tort or otherwise, solely by reason of being or acting as Director or officer of the Company. No Director or officer shall be personally liable to the Company or to its Members (a) for acting in good faith reliance on the provisions of this Agreement, (b) for acting in good faith and in a manner the Director or officer reasonably believed to be in or not opposed to the best interests of the Company or (c) for breach of any fiduciary or other duty that does not involve acts or omissions not in good faith or which does not involve gross negligence or intentional misconduct. The Company may obtain at the expense of the Company directors’ and officers’ liability insurance with such coverage as the Board determines to be appropriate.

5.10Reimbursements. The Company shall reimburse Directors for their reasonable expenses, including, without limitation, travel expenses, incurred by them in connection with their responsibilities on the Board, as determined pursuant to policies approved by the Board.

ARTICLE VI

Officers

6.01Enumeration. The Company shall have such officers as are appointed from time to time by the Board. Without limiting the generality of the foregoing, the Company may have a Chairman, Vice Chairman, Chief Executive Officer, President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, General Counsel, one or more Associate General Counsels, Chief Financial Officer, Treasurer, Controller, Secretary, one or more Assistant Treasurers, one or more Assistant Controllers, one or more Assistant Secretaries, and such other officers as it shall deem necessary. Prior to July 1, 2011, the officers of the Company were as set forth in Section 6.01 of the Prior Agreement. As of July 1, 2011 and until otherwise elected or appointed by the Board, the officers of the Company shall be as follows:

T. Michael Riggs	Chairman, Treasurer, and Asst. Secretary
J.J. Schickel	Vice Chairman, Asst. Treasurer, and Asst. Secretary
Robert Griffin	Chief Executive Officer, Secretary, and Asst.
	Treasurer
Andrea Amico	President, Asst. Treasurer, and Asst. Secretary
Michael Scott Testman	Chief Financial Officer and Asst. Secretary
Theo A. Ciupitu	Executive Vice President, Asst. Secretary, and
	General Counsel
Katie G. Helton	Executive Vice President, Asst. Secretary and
	Associate General Counsel

6.02Election. The officers of the Company may be elected from time to time by the Board.

6.03Qualification. Except as expressly set forth herein, no officer need be a Member or Director. Any two or more offices may be held by the same Person.

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6.04Tenure. Except as otherwise provided by the Act or by this Agreement, each of the officers of the Company shall hold his office until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign by delivering his written resignation to the Company, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

6.05Removal. Any officer may be removed, with or without cause, by the vote or action of the Board.

6.06Vacancies. Any vacancy in any office may be filled by the Board.

6.07Powers and Duties. Subject to this Agreement, each officer of the Company shall have such duties and powers as are customarily incident to his office, and such duties and powers as may be designated from time to time by the Board. The Board may designate the Chairman of the Board as having the powers of the Chief Executive Officer and/or the President coextensively with the Chief Executive Officer and/or the President, as applicable. If so designated, the Chairman of the Board shall have all the powers and duties of the Chief Executive Officer and/or the President, coextensively with the Chief Executive Officer and/or the President, as applicable, and such other powers and duties as the Board may determine, and any act required or permitted by law to be done by the Chief Executive Officer or the President, as applicable, may be done instead by the Chairman of the Board. Any action taken by an officer, and the signature of an officer on any agreement, contract, instrument, certificate or other document on behalf of the Company, shall with respect to any third party, be sufficient to bind the Company and shall conclusively evidence the authority of the officer and the Company with respect thereto.

ARTICLE VII

Indemnification

7.01Indemnification of Directors and Officers. The Company shall indemnify, to the fullest extent permitted by the Act as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment):

(a)Any Person 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 or suit by or in the right of the Company) by reason of the fact that he is or was a Director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, LLC, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such suit, action or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the

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Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was lawful.

(b)Any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a Director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, LLC, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Company unless, and only to the extent that, the Court of Chancery of the State of Delaware 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 Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or the court shall deem proper.

(c)To the extent that a Director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) or (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. Any such Person may consult with legal or other professional counsel, and any actions taken by such Person in good faith reliance on, and in accordance with, the opinion or advice of such counsel shall be deemed to be fully protected and justified and made in good faith.

7.02Indemnification of Employees and Agents. The Board, in its sole discretion, may authorize the Company to indemnify:

(a)Any Person 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 by reason of the fact that he is or was an employee or agent of the Company, or is or was serving at the request of the Company as an employee or agent of another corporation, LLC, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

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(b)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 Company to procure a judgment in its favor by reason of the fact that he is or was an employee or agent of the Company, or is or was serving at the request of the Company or the employee corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless, and only to the extent that, 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 Person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

7.03Entitlement. Any indemnification hereunder (unless required by law, ordered by a court or pursuant to Section 7.01 herein) shall be made by the Company as authorized in the specific case unless a determination that indemnification of the Director, officer, employee or agent is improper in the circumstances because he failed to met the applicable standard of conduct set forth in Section 7.01 or 7.02. The determination shall be made by the Board in its sole discretion.

7.04Advance Payments. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of (i) any action, suit or proceeding under Section 7.01 or Section 7.02(a), and (ii) any action, suit or proceeding under Section 7.02(b) only as authorized by the Board. Advancement for expenses incurred in defending a civil or criminal action, suit or proceeding under Section 7.02(b) shall be made if approved by the Board and then upon receipt of an undertaking by or on behalf of the employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Company as authorized in this Article VII.

7.05Non-Exclusive Nature of Indemnification. The indemnification provided herein shall not be deemed exclusive of any other rights to which any Person, whether or not entitled to be indemnified hereunder, may be entitled under any statute, by-law, agreement, vote of Members or Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a Person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a Person. Each Person who is or becomes a Director or officer as aforesaid shall be deemed to have served or to have continued to serve in such capacity in reliance upon the indemnity provided for in this Article VII.

7.06Insurance. The Company may purchase and maintain insurance on behalf of any Person who is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, LLC, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the

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Company would have the power to indemnify him against such liability under the provisions of the Act (as presently in effect or hereafter amended) or this Agreement.

7.07No Duplicate Payments. The Company’s indemnification under Section 7.01 or Section 7.02 of any Person who is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, LLC, partnership, joint venture, trust or other enterprise, shall be reduced by any amounts such Person receives as indemnification (i) under any policy of insurance purchased and maintained on his behalf by the Company, (ii) from such other corporation, LLC, partnership, joint venture, trust or other enterprise, or (iii) under any other applicable indemnification provision.

7.08Amendment. This Article VII may be amended only so as to have a prospective effect.

ARTICLE VIII

Transactions with Interested Persons

No contract or transaction between the Company and one or more of its Directors, officers, or Members, or between the Company and any other corporation, LLC, partnership, association or other organization in which one or more of its Directors, officers, or Members have a financial interest or are partners, directors or officers, shall be voidable solely for this reason or solely because said Director, officer or Member was present or participated in the authorization of such contract or transaction. No Director, officer or Member interested in such contract or transaction, solely by reason of such interest, shall be (i) considered to be in breach of this Agreement or liable to the Company, any Director, officer or Member, or any other Person or organization for any loss or expense incurred by reason of such contract or transaction or (ii) accountable for any gain or profit realized from such contract or transaction unless entered into in bad faith.

ARTICLE IX

Capital Accounts and Contributions

9.01Capital Accounts. A capital account shall be maintained on the books of the Company for each Member. The “Capital Account” of a Member as of any date shall equal the amount of the Member’s paid-in Contributions recorded on the books of the Company, increased by (i) any cash contributions made by such Member, (ii) the Gross Asset Value of any asset contributed by such Member to the Company (as determined immediately prior to such contribution), (iii) such Member’s distributive share of Net Income and items of income and gain specially allocated to such Member under Article X, (iv) the Member’s share of any increase in the basis of the Company’s assets pursuant to Section 50(c) of the Code, and (v) the amount of any of the Company’s liabilities that are assumed by such Member or that are secured by any of the Company’s properties distributed to such Member; and decreased by (i) such Member’s distributive share of Net Loss and items of deduction and loss specially allocated to such Member under Article X, (ii) cash distributed by the Company to such Member, (iii) the Gross Asset Value of any of the Company’s property distributed to such Member (as determined

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immediately prior to such distribution), (iv) the amount of any liabilities of such Member that are assumed by the Company or are secured by any properties contributed by such Member to the Company, and (v) such Member’s share of reductions in the basis of the Company’s assets not otherwise taken into account (such as the reduction in basis provided by Section 50(c) of the Code). The Capital Accounts of all Members shall also be increased or decreased immediately prior to any Adjustment Date to reflect the aggregate net increase or decrease in Gross Asset Values made pursuant to subparagraph (b)(ii) as if the upward or downward change in the Gross Asset Value arising from such adjustment had been Net Income or Net Loss, respectively, and allocated among the Members pursuant to Article X. In the event all or a portion of the Shares of a Member are Transferred in accordance with the provisions of this Agreement, the transferee shall succeed to the portion of the transferor’s Capital Account that corresponds to the portion of the Shares of the transferor Member that are so Transferred.

(a)Net Income and Net Loss. For purposes of this Agreement, “Net Income” and “Net Loss” shall be calculated in accordance with the Treasury Regulations under Section 704(b) of the Code. Pursuant to such regulations, (i) tax-exempt income shall be included in gross income, (ii) expenditures that are not deductible or capitalized shall be treated as deductions, (iii) depreciation shall be computed in accordance with subparagraph (b)(iii), (iv) gain or loss from the disposition of an asset shall be calculated by reference to the Gross Asset Value of the asset and (v) items of income, gain, loss and deduction specially allocated pursuant to Section 3.01(b) or Article X shall not be included in Net Income or Net Loss.

(b)Gross Asset Value. For purposes of determining and maintaining the Members’ Capital Accounts, the term “Gross Asset Value” means, with respect to any asset, the adjusted basis of the asset for federal income tax purposes, except as follows:

(i)The initial Gross Asset Value of any asset contributed to the Company by a Member shall be the gross fair market value of such asset, as determined by the Company and the Member or Members making such contribution;

(ii)The Gross Asset Values of all of the Company’s assets shall be adjusted to equal their respective gross fair market values, as determined by the Company as of the following times: (a) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution or for rendering substantial services to the Company; (b) upon liquidation of the Company, or upon the distribution by the Company to a Member of more than a de minimis amount of money or other property of the Company to a retiring or continuing Member as consideration for an interest in the Company; or (c) under generally accepted industry accounting practices, provided that substantially all of the Company’s property (excluding money) consists of stock, securities, commodities, options, warrants, futures, or similar instruments that are readily tradable on an established securities market; and

(iii)If the Gross Asset Value of an asset has been determined or adjusted pursuant to subsections (i) or (ii) of this Section 9.01(b), such Gross Asset Value shall thereafter be adjusted by the depreciation taken into account with respect to such

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asset for purposes of computing Net Income and Net Loss as required by Treasury Regulations § 1.704-1(b)(2)(iv)(g)(3).

(c)Adjustment Date. The term “Adjustment Date” means the date on which any of the following occurs: (a) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution or for rendering substantial services to the Company; or (b) the distribution by the Company to a Member of more than a de minimis amount of the Company’s property. Upon the distribution by the Company of any assets in kind to any Member other than in consideration of an interest in the Company, only the Gross Asset Value of the assets actually distributed shall be adjusted.

9.02Contributions, Generally. All contributions, whether in form of cash or assets, to the capital of the Company (each a “Contribution”) shall be recorded by the Company, and reflected in the Member’s Capital Account as set forth in Section 9.01. No Member shall be required to make any Contribution to the capital of the Company, and no Member shall be entitled to make any Contribution to the capital of the Company without the permission of the Board. The Company may borrow from its Members as well as from banks or other lending institutions to finance its working capital or the acquisition of assets upon such terms and conditions as shall be approved by the Board, and any borrowings from Members shall not be considered Contributions or reflected in their Capital Accounts. To the extent made, no existing Member shall be entitled to any additional interest in the Company with respect to any additional Contribution to the capital of the Company or for any services rendered on behalf of the Company except as specifically provided in this Agreement. No Member shall be entitled to any compensation with respect to any services rendered on behalf of the Company by a Member except as specifically provided in this Agreement or as approved by the Board. No Member shall have any liability for the repayment of the Contribution of any other Member, and each Member shall look only to the assets of the Company for return of such Member’s Contribution.

9.03Amounts of Initial Contributions. Each Founder made the initial Contribution specified on Schedule A opposite such Founder’s name and each Member holds an interest in the Company represented by the Shares set forth opposite the Member’s name on Schedule A.

9.04Additional Contributions. To the extent approved by the Board, from time to time Members may be permitted to make additional Contributions if the Board determines that such additional Contributions are necessary or appropriate in connection with the conduct of the Company’s business (including, without limitation, expansion or diversification). A Contribution may be reflected only by an adjustment to a Member’s Capital Account or through such adjustment and the issuance of additional Shares, subject to Article IV, at the Board’s election. Each Additional Member shall, upon admission to the Company, make a Contribution in an amount determined by the Board for the number of Shares for which such Additional Member has subscribed.

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ARTICLE X

Allocations

10.01Allocation of Net Income. Subject to Sections 10.03 through 10.10 (other than Section 10.05) and Section 10.12, Net Income for any Fiscal Year or portion thereof, determined in accordance with Section 9.01(a), shall be allocated among the Members as follows:

(a)First, to the Members, in the proportions and amounts, and to the extent necessary, to cause the allocations made to each Member since the inception of the Company pursuant to this Section 10.01(a) to equal the Net Loss previously allocated to such Member (and such Member’s predecessors in interest) pursuant to Section 10.02 or Section 10.03 (for this purpose, matching Net Income to Net Loss in the inverse order in which such Net Loss was previously allocated); and

(b)Second, the balance of such Net Income, if any, to the Members, pro rata based on ownership of Shares.

10.02Allocation of Net Loss. Subject to Sections 10.03 through 10.10 (other than Section 10.05) and Section 10.12, Net Loss for any Fiscal Year or portion thereof, determined in accordance with Section 9.01(a), shall be allocated among the Members as follows:

(a)First, to the Members, in the proportions and amounts, and to the extent necessary, to cause the allocations made to each Member since the inception of the Company pursuant to this Section 10.02(a) to equal the Net Income previously allocated to such Member (and such Member’s predecessors in interest) pursuant to Section 10.01;

(b)Second, to the Members, in the proportions and amounts, and to the extent necessary, to cause the allocations made to each Member since the inception of the Company pursuant to this Section 10.02(b) to equal the Unrecovered Contribution, if any, of that Member (and such Member’s predecessors in interest); and

(c)Third, the balance of such Net Loss, if any, to the Members, pro rata based on ownership of Shares.

10.03Loss Limitation. Net Loss allocated pursuant to Section 10.02 shall not exceed the maximum amount of Net Loss that can be allocated without causing or increasing a deficit balance in any Member’s Adjusted Capital Account. In the event that some, but not all, of the Members would have deficit balances in their Adjusted Capital Accounts as a consequence of an allocation of Net Loss pursuant to Section 10.02, the limitation set forth in this Section 10.03 shall be applied on a Member-by-Member basis, and Net Loss not allocable to any Member as a result of this limitation shall be allocated to the other Members in proportion to the positive balances of such Members’ Adjusted Capital Accounts so as to allocate the maximum amount of Net Loss to each Member under Treasury Regulations § 1.704-1(b)(2)(ii)(d). For purposes of this Article X, a Member’s “Adjusted Capital Account” shall mean the balance of the Member’s Capital Account, increased by the amount of such Member’s obligation to restore a deficit in its Capital Account, including any deemed obligation pursuant to the penultimate sentences of

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Treasury Regulations § 1.704-2(g)(l) and 1.704-2(i)(5), and reduced by the amounts described in Treasury Regulations § 1.704-1(b)(2)(ii)(d)(4), (5), or (6).

10.04Qualified Income Offset. Any Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulations § 1.704-l(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in his Adjusted Capital Account shall be allocated items of income and gain in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, such deficit balance as quickly as possible. This Section 10.04 is intended to comply with the alternate test for economic effect set forth in Treasury Regulations § 1.704-l(b)(2)(ii)(d) and shall be interpreted and applied in a manner consistent therewith.

10.05Section 704(c) Allocations. Notwithstanding any provision of this Agreement to the contrary, in accordance with Section 704(c) of the Code and Treasury Regulations § 1.704-1(b)(l)(vi), income, gain, loss and deduction with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property and its initial Gross Asset Value. Similar principles shall apply with respect to property held by the Company at the time other property, cash, or services are contributed to the Company and the Gross Asset Value of the Company’s assets are adjusted pursuant to Section 9.01(b)(ii), in order to properly account for unrealized gain or loss with respect to such property.

10.06Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Members pro rata, based on ownership of Shares. For purposes of this Section 10.06, the term “Nonrecourse Deductions” shall have the meaning set forth in Treasury Regulations § 1.704-2(b)(l).

10.07LLC Minimum Gain Chargeback. Notwithstanding any other provisions of this Article X, in the event there is a net decrease in LLC Minimum Gain during a Fiscal Year, the Members shall be allocated items of income and gain in accordance with Treasury Regulations § 1.704-2(f). For purposes of this Article X, the term “LLC Minimum Gain” shall have the meaning for partnership minimum gain set forth in Treasury Regulations § 1.704-2(b)(2), and a Member’s share of LLC Minimum Gain shall be determined in accordance with Treasury Regulations § 1.704-2(g)(l). This Section 10.07 is intended to comply with the minimum gain chargeback requirement of Treasury Regulations § 1.704-2(f) and shall be interpreted and applied in a manner consistent therewith.

10.08Member Nonrecourse Debt. Notwithstanding any other provisions of this Article X, to the extent required by Treasury Regulations § 1.704-2(i), Partner Nonrecourse Deductions attributable to a nonrecourse debt of the Company that constitutes Member Nonrecourse Debt shall be allocated in accordance with the provisions of Treasury Regulations § 1.704-2(i). For purposes of this Article X, the term “Partner Nonrecourse Deductions” shall have the meaning for partner nonrecourse deductions set forth in Treasury Regulations § 1.704-2(i)(1) and the term “Member Nonrecourse Debt” shall have the meaning for partner nonrecourse debt set forth in Treasury Regulations § 1.704-2(b)(4).

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10.09Member Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations § 1.704-2(i)(4), notwithstanding any other provision of this Article X, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations § 1.704-2(i)(5), shall be specially allocated items of LLC income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt determined in accordance with Treasury Regulations § 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations § 1.704-2(i)(4) and 1.704-2(j)(2). This Section 10.09 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulations § 1.704-2(i)(4) and shall be interpreted consistently therewith.

10.10Curative Allocations. The allocations set forth in Sections 10.03, 10.04 and 10.06 through 10.09 (the “Regulatory Allocations”) are intended to comply with the requirements of Treasury Regulations § 1.704-1(b) and 1.704-2. Notwithstanding any other provisions of this Article X (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other items of income, gain, deduction and loss among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. This Section 10.10 shall be interpreted and applied in such a manner and to such extent as is reasonably necessary to eliminate, as quickly as possible, permanent economic distortions that would otherwise occur as a consequence of the Regulatory Allocations in the absence of this Section 10.10.

10.11Allocations for Share Changes. In the event of the Transfer of all or any part of a Member’s Shares (in accordance with the provisions of this Agreement) at any time other than at the end of an LLC Fiscal Year, or the admission of a new Member (in accordance with the provisions of this Agreement) at any time other than at the end of an LLC Fiscal Year, the transferor Member or new Member’s share of LLC Net Income or Net Loss (or items thereof) for such Fiscal Year shall be allocated between the transferor Member and the transferee Member or the new Member and the other Members, as the case may be, (i) in the same ratio as the number of days in such Fiscal Year before and after the date of the Transfer or admission or (ii) in such other manner as is permitted by Code Section 706(d) and is determined by the Board, taking into account the distributions among the Members with respect to such Fiscal Year, if any, to reflect the economic understanding of the Members.

10.12Compliance with Code Section 704(b). The allocation provisions contained in this Article X are intended to comply with Section 704(b) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied in a manner consistent therewith. In furtherance, and not in limitation, of the preceding sentence, and notwithstanding anything to the contrary in this Article X, in the event the Board determines at any time that in order to comply with Section 704(b) of the Code and the Treasury Regulations promulgated

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thereunder, the Capital Accounts of the Members need to be adjusted so that liquidating the Company in accordance with positive Capital Account balances (as required by Treasury Regulations § 1.704-1(b)(2)(ii)(b)(2)) will result in liquidating distributions to the Members (i) consistent with any increases or decreases to their Capital Accounts immediately prior to any Adjustment Date as contemplated by Section 9.01, but otherwise (ii) in accordance with their economic understanding as reflected in Section 11.03, then the Board may specially allocate Net Income or Net Loss (and, if necessary, items of income, gain, loss or deduction) among the Members in order to create such Capital Account balances.

ARTICLE XI

Distributions

11.01Distribution of LLC Funds. The Board shall cause the Company to make the Tax Distributions required by Section 11.02, to the extent that funds are legally available therefor, and if funds are legally available therefor, to the extent permitted by the Holdings Indentures and Holdings’ Charter, and if restricted by the Holdings Indentures and/or Holdings’ Charter, in part or in whole, the Company shall use its best efforts to obtain the consent of the applicable parties to make such Tax Distributions. All other funds and assets of the Company which are determined by the Board, in its sole discretion, to be available for distribution shall be distributed to the Members in accordance with the priorities set forth in Sections 11.03 and 11.04 below. No Member shall be entitled to any distribution or payment with respect to such Member’s interest in the Company except as set forth in this Agreement. Distributions shall be limited and repayable as required by the Act.

11.02Tax Distributions. Within 90 days after the end of each Fiscal Year, other than the year in which the Company liquidates, the Company shall distribute to the Members the Tax Distribution in accordance with this Section 11.02. The Tax Distribution shall be distributed to the Members in proportion to each Member’s Taxable Excess. The “Taxable Excess” with respect to each Member shall be equal to the cumulative excess, if any, of the Net Income over the Net Loss allocated to the Member under Article X for all Fiscal Years of the Company. The “Tax Distribution” to a Member for each Fiscal Year shall be equal to the excess, if any, of (i) the product of (x) the Applicable Tax Rate multiplied by (y) the Taxable Excess of such Member over (ii) the aggregate distributions to such Member under this Article XI for all Fiscal Years of the Company prior to the Fiscal Year in which such Tax Distribution is made. In the event the Company has insufficient funds to make the distribution required by this Section 11.02, any distribution under this Section 11.02 shall be made to the Members in proportion to their respective amounts of Taxable Excess. The Board may adjust the amount of Tax Distributions to reflect the application of different tax rates to different classes of taxable income of the Company (such as capital gain), provided that the same rates are applied to all Members regardless of their states of residency and regardless of whether they are, in fact, subject to tax. Any Tax Distribution to a Member shall be treated as a credit against future distributions to which such Member would otherwise be entitled under Section 11.03. Notwithstanding the foregoing, Tax Distributions shall only be made to the extent permitted by the Holdings Indentures and Holdings’ Charter, and if restricted by the Holdings Indentures and/or Holdings’ Charter, in part or in whole, the Company shall use its best efforts to obtain the consent of the applicable parties to make such Tax Distributions in accordance with this Section 11.02.

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11.03Distributions. Other than distributions upon a liquidation of the Company, which shall be governed by the provisions of Section 11.04, and subject to the provisions of Sections 11.01, 11.02 and 11.05, cash of the Company determined by the Board to be available for distribution shall be distributed as follows:

(a)First, to each Member, pro rata based on each such holder’s Unrecovered Contribution, until each such Member’s Unrecovered Contribution is reduced to (but not below) zero;

(b)Second, to each Member, pro rata based on ownership of Shares.

11.04Distribution Upon Dissolution. Subject to Section 11.01, distributions upon a dissolution shall be made as provided in Section 11.03 and in accordance with the provisions of Section 13.02.

11.05No Limitation on Authority of Board. The provisions of this Article XI shall not be construed to limit the power and authority of the Board to issue additional Shares pursuant to Section 3.01, subject to compliance with Article IV, or admit Additional Members pursuant to Section 2.02 hereof, which issuance and/or admission may require the amendment or modification of some or all of the provisions of Section 3.01 and this Article XI.

ARTICLE XII

Transfers of Interests

12.01General Restrictions on Transfer. The Members shall not give, sell, assign, transfer, exchange, pledge or grant a security interest in or otherwise dispose of any Shares (each such activity a “Transfer”) except as provided in this Article XII and as required by and subject to any transfer restrictions set forth in the Holdings Indentures and Holdings’ Charter, whether or not such Shares are pledged as set forth in Section 4.01. The exchange or other conversion of Shares to capital stock under the auspices of Section 13.04 shall not be a “Transfer” for purposes of this Agreement.

The Company and its Directors and Members shall be entitled to treat the record owner of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such owner until, subject to compliance with this Article XII, such time as a written assignment of such Shares has been received and accepted by the Company and recorded on the books of the Company. The Company may refuse to accept and record an assignment until the end of the next successive quarterly accounting period of the Company.

12.02Right of First Refusal.

(a)If any Member desires to Transfer all or a portion of its Membership Interest to any Person (the “Offeror”) pursuant to a bona fide offer from such Offeror (other than pursuant to a Permitted Transfer), such Member (the “Selling Member”) shall give written notice (the “Selling Member’s Notice”) to the Company and each of the other Members within ten (10) days following receipt of any such bona fide offer setting forth (i) the Shares that the Selling

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Member proposes to sell, (ii) the name and address of the Offeror and (iii) the proposed purchase price, terms of payment (which shall be all cash, a promissory note, or a combination of the foregoing) and other material terms and conditions of such proposed Transfer, and attaching a copy of the binding written offer or agreement of the Offeror to purchase such Shares from the Selling Member. The Selling Member shall provide additional information with respect to the Offeror and the matters required to be set forth in the Selling Member’s Notice as the other Members may reasonably request.

(b)Each of the Members (other than the Selling Member) shall have the option exercisable by delivery of written notice (the “Member’s Notice”) to the Selling Member within thirty (30) days following receipt of the Selling Member’s Notice (the “Members’ Election Period”) to purchase all or any portion of the Shares proposed to be sold (the “Offered Shares”), at the price and on the terms designated in the Selling Member’s Notice. Unless otherwise agreed between or among each of the Members, each of the Members may purchase its pro-rata portion of the Shares, which pro rata portion shall be calculated by multiplying the amount of Offered Shares by such Members’ Share Percentage. Notwithstanding anything else to the contrary set forth herein, the Members (other than the Selling Member) must together purchase either all or none of the Offered Shares from the Selling Member. If the Members (other than the Selling Member) have not elected to purchase all of the Offered Shares from the Selling Member, the Selling Member may sell the Offered Shares to the Offeror in accordance with Section 12.02(c) below. If the Members (other than the Selling Member) have elected to purchase all of the Offered Shares from the Selling Member, the Transfer of such Shares shall be consummated as soon as practicable after delivery of each Member’s Notice, but in any event within thirty (30) days after the expiration of the Members’ Election Period. The Members (other than the Selling Member) shall be required to pay cash for the Shares acquired from the Selling Member, unless the Offeror’s terms of payment include a promissory note as all or a portion of the purchase price, in which case the Members (other than the Selling Member) may, in lieu of paying solely cash, pay for the Offered Shares on the same payment terms offered by the Offeror. At the closing of the purchase of the Offered Shares, the Selling Member (i) shall be deemed to have represented and warranted to the Members participating in such transaction that the Selling Member has exclusive title to such Offered Shares free and clear of any liens, security interests, mortgages, pledges, charges or encumbrances (other than pursuant to this Agreement and the Holdings Indentures) and shall be deemed to have agreed to indemnify and hold harmless the Company and the Members participating in such transaction against any losses resulting from any breach thereof, and (ii) shall execute and deliver such assignment instruments and other documents as may be reasonably requested by the Members including, without limitation, an indemnification and hold harmless agreement reflecting the matters described in clause (i) of this sentence.

(c)If at the time of expiration of the Members’ Election Period, the Members (other than the Selling Member) shall not have elected to purchase all of the Offered Shares proposed to be sold in the Selling Member’s Notice, then, the Selling Member shall be free to sell, all, but not less than all, of the Offered Shares to the Offeror at a price and on terms no less favorable to the Selling Member than those described in the Selling Member’s Notice; provided, however, that if such sale is not consummated within sixty (60) days following the expiration of

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the Member’s Election Period, such sale shall again become subject to the terms of all provisions of this Section 12.02.

12.03Permitted Transfers. The following Transfers shall be permitted (and shall not be subject to Section 12.02) by the Members as long as they are permitted under the Holdings Indentures and Holdings’ Charter, but shall be subject to the requirements of Section 12.04 hereof:

(a)All but not less than all of a Member’s Shares may be Transferred from time to time in connection with (i) any proceeding under the federal bankruptcy laws or any applicable federal or state laws relating to bankruptcy, insolvency, or the relief of debtors and subject to the requirements and provisions thereof or (ii) a reorganization, merger or consolidation of a Member, provided, however, that in either case the transferee of such Member’s Shares shall obtain only the economic rights of such Member and shall not become a Member, and shall have no voting rights or other indicia of status as a Member, unless authorized by the Board;

(b)All but not less than all of a Member’s Shares may be Transferred from time to time to: (i) the successor of such Member by way of sale of all or substantially all of such Member’s assets; or (ii) an Affiliate of such Member; provided, however, that, in either case, the transferee of the Member’s Shares shall obtain only the economic rights of such Member and shall not become a Member, and shall have no voting rights or other indicia of status as a Member, unless authorized by the Board;

(c)All but not less than all of a Member’s Shares may be Transferred from time to time to time to in the event of the death or divorce of such Member; provided, however, that the transferee is a member of such Member’s immediate family, or a trust, corporation, limited liability company, or partnership 100% controlled by such Member or members of such Member’s immediate family; and

(d)A Member may Transfer all or any portion of its Shares if, prior to the Transfer, both the Board and Holdings consent to such Transfer in writing.

12.04Requirements for Transfer. Every Transfer permitted by Sections 12.01, 12.02, and 12.03 shall be subject to the requirements of the Holdings Indentures, Holdings’ Charter, and the following requirements:

(a)The transferee shall establish to the satisfaction of the Board that the proposed Transfer will not cause or result in a breach of any agreement binding upon the Company or any violation of law, including, without limitation, federal or state securities laws, and that the proposed Transfer would not cause (i) the Company to be an investment company as defined in the Investment Company Act of 1940, as amended or (ii) the registration or qualification of the Company’s securities under federal or state securities laws.

(b)The transferee shall establish to the satisfaction of the Board that the proposed Transfer would not (i) adversely affect the classification of the Company as a partnership for federal or state tax purposes, (ii) cause the Company to fail to qualify for any

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applicable regulatory safe harbor from treatment as a publicly traded partnership treated as a corporation under Code Section 7704 or (iii) have a substantial adverse effect with respect to federal income taxes payable by the Company or the holders of a majority of the Shares.

(c)The transferee shall execute a counterpart of this Agreement or agreement to be joined to this Agreement and such other documents, instruments and certificates as may be required by the Board to reflect the provisions hereof, and the Transferred Shares shall continue to be subject to all restrictions under this Agreement.

Until the foregoing requirements are met, the Company need not recognize the transferee as a Member for any purpose under this Agreement, and the transferee shall be entitled only to the rights of a transferee who is not a Member under the Act. Except as expressly set forth in this Agreement or required by law, a holder of Shares that has not been admitted as a “Member” of the Company shall have only the economic rights of a Member and shall not have any other rights with respect to Shares or other indicia of status as a Member, including, without limitation, voting, preemptive rights, rights of refusal and governance rights in the Company.

12.05Drag-Along.

(a)If Holdings determines that it is appropriate to sell or otherwise dispose of all of the Shares of the Company to any Person who is not an Affiliate of the Company or any of the Members (collectively, a “Non-Affiliate”), or to cause the Company to sell all or substantially all of its assets to a Non-Affiliate, or to cause the Company to merge with or into or consolidate with any Non-Affiliate (any such transaction, a “Sale” and in each case, such Non-Affiliate the “Buyer”), each Minority Member, including any of such Minority Member’s respective permitted transferees, shall be obligated to and shall upon the written request of Holdings (the “Drag-Along Notice”): (i) sell, transfer and deliver, or cause to be sold, Transferred and delivered to the Buyer its Shares, on the same terms applicable to, and, subject to Section 12.05(c), for the same consideration per Share each holder would receive if the Sale were a sale of the assets of the Company and the Company made distributions with respect to such Sale in accordance with Section 11.04 (the “Drag-Along Price”) and (ii) execute and deliver such instruments of conveyance and Transfer and take such other action, including, without limitation, voting such Shares in favor of any Sale proposed by Holdings and executing any purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents, as Holdings or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 12.05.

(b)Not less than 10 business days prior to the date proposed for the closing of any Sale, Holdings shall give written notice to the Minority Members, setting forth in reasonable detail the name or names of the Buyer, the terms and conditions of the Sale, including the purchase price, and the proposed closing date. In furtherance of the provisions of this Section 12.05, each of the holders of Shares hereby (i) irrevocably appoints Holdings as its attorney-in-fact (with full power of substitution) to execute all agreements, instruments and certificates and take all actions necessary or desirable to effectuate any Sale hereunder and (ii) grants to Holdings a proxy (which shall be deemed to be coupled with an interest and irrevocable) to vote the Shares held by such holder and exercise any consent rights applicable thereto in favor of any

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Sale hereunder; provided, however, that Holdings shall not exercise such powers-of-attorney or proxies with respect to any holder of Shares unless such holder is not acting in good faith with respect to its obligations under this Section 12.05.

(c)If the Drag-Along Price is less than Fair Market Value (as hereinafter defined), Holdings shall pay to the Minority Members a dollar amount equal to the difference between Fair Market Value and the Drag-Along Price. If the Drag-Along Price is equal to or greater than Fair Market Value, then no such payment shall be made. For purposes of this Agreement, “Fair Market Value” as to the Shares shall mean: (i) the fair market value of the Shares, determined as of the date of the receipt of the Drag-Along Notice (for purposes of this Section 12.05) or on the date set forth in the applicable section for which the Fair Market Value is being determined (as applicable, the “Valuation Date”), as may be mutually agreed upon in good faith by Holdings and the Minority Members; or (ii) if Holdings and the Minority Members cannot mutually agree upon the Fair Market Value within a period of thirty (30) days after the Valuation Date, the fair market value of the Shares, as determined by an Independent Appraiser, who shall perform an appraisal of the fair value of the Shares as of the Valuation Date, and such appraisal shall be based on the Company’s and its direct and indirect subsidiaries’ (if applicable) historical operations, future prospects, and capital structure, and such other matters as the Independent Appraiser deems appropriate; provided, however, that the Independent Appraiser shall not apply any minority discount to the Shares of the Minority Members or any discount for lack of marketability of the Shares. If the parties cannot mutually agree on an Independent Appraiser to perform the appraisal, Holdings shall promptly select one Independent Appraiser, the Minority Members shall promptly select one Independent Appraiser, and the two Independent Appraisers so selected shall promptly select a third Independent Appraiser who shall perform the appraisal. The cost of any appraisal(s) shall be borne equally by the Holdings, on one hand, and the Minority Members, on the other hand, unless otherwise agreed in writing by the parties.

12.06Effect of Transfer.

(a)If the transferee is admitted as a Member, the transferring Member shall not be relieved of liability with respect to the Transferred Shares arising or accruing under this Agreement on or after the effective date of the Transfer, unless the transferor affirmatively assumes such liability; provided, however, that the transferor shall not be relieved of any liability for prior distributions and unpaid Contributions, if any, unless the transferee affirmatively assumes such liabilities.

(b)Any transferee who acquires in any manner a Member’s Shares, whether or not such transferee has accepted and assumed in writing the terms and provisions of this Agreement or been admitted as a Member, shall be deemed by the acquisition of such Shares to have agreed to be subject to and bound by all of the provisions of this Agreement with respect to such Shares, including without limitation, the provisions hereof with respect to any subsequent Transfer of such Shares.

12.07Prohibited Transfers. Any Transfer in violation of any provisions of this Agreement shall be null and void and ineffective to Transfer any Shares and shall not be binding

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upon or be recognized by the Company, and any such transferee shall not be treated as or deemed to be a Member for any purpose. If a Member shall at any time Transfer Shares in violation of any of the provisions of this Agreement, the Company and Holdings, in addition to all rights and remedies at law and equity, shall have and be entitled to an order restraining or enjoining such transaction, it being expressly acknowledged and agreed that damages at law would be an inadequate remedy for a Transfer in violation of this Agreement.

12.08Tag-Along Rights. Subject to any Transfer restrictions set forth in the Holdings Indentures and Holdings’ Charter, the Minority Members shall be entitled to participate in any Transfer of Shares by Holdings to third parties other than Transfers to Affiliates of Holdings. Such participation shall be on a pro rata basis based upon the number of Shares held by each of the Minority Members and Holdings. Prior to such Transfer, Holdings shall give at least thirty (30) days’ prior written notice to the Minority Members, which notice (for purposes of this Section 12.08, the “Sale Notice”) shall describe in reasonable detail the price (which price shall be not less than the Fair Market Value of the Shares to be Transferred determined as of the date of such Transfer), terms and conditions of such proposed Transfer, and the identity of the prospective transferee. Each Minority Member shall be entitled, within ten (10) days of the delivery of the Sale Notice, to give written notice (a “Tag-Along Notice”) to Holdings and the Company that it desires to participate in such proposed Transfer upon the price, terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the number of Shares that such Minority Member desires to include in such proposed Transfer. Holdings shall use reasonable efforts to obtain the prospective transferee’s agreement to include all Shares required to be included in such Transfer hereunder on the terms described herein, and shall not consummate any such Transfer unless such Shares are so included. Any Transfer on terms and conditions differing materially from those described in the Sale Notice shall again require compliance by Holdings with the procedures of this Section 12.08.

12.09Participation Rights.

(a)In the event: (i) Holdings wishes to conduct an underwritten initial public offering (“IPO”); or (ii) the shareholders and/or the Board of Directors of Holdings (as applicable) wish(es) Holdings to (A) sell or otherwise dispose of all or substantially all of the capital stock of Holdings to any Person who is not an Affiliate of Holdings (a “Holdings Non-Affiliate”), (B) cause Holdings to sell all or substantially all of its assets to a Holdings Non-Affiliate, or (C) cause Holdings to merge with or into or consolidate with any Holdings Non-Affiliate (any such transaction described in (A), (B), or (C) above, a “Holdings Sale”); then each Minority Member shall have the right to participate in the IPO or the Holdings Sale, as the case may be, as set forth in this Section 12.09.

(b)Immediately prior to, and conditioned upon, the consummation of an IPO or a Holdings Sale, the Minority Members shall be entitled to exchange their Shares for (i) if the Class B Common Stock of Holdings is being converted or exchanged for other shares of stock of Holdings in connection with such IPO or Holdings Sale, the same shares of stock of Holdings as those received by the holders of shares of Class B Common Stock of Holdings in connection with such IPO or Holdings Sale or (ii) if the Class B Common Stock of Holdings is not being converted or exchanged for other shares of stock of Holdings in connection with such IPO or

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Holdings Sale, shares of Class B Common Stock of Holdings (in either case such shares referred to as “Holdings Common Shares,” and such exchange referred to as the “Exchange”), as set forth in this Section 12.09(b). Each Minority Member shall be entitled to receive in exchange for its Shares, an amount of Holdings Common Shares equal to (i) such Minority Member’s Participation Ratio multiplied by (ii) the total amount of outstanding common stock of Holdings calculated on a fully diluted basis after giving effect to the Exchange and the conversion into common stock of Holdings of all other securities convertible, exchangeable or exercisable for shares of common stock of Holdings. In the case of an IPO, subsequent to the Exchange, Holdings shall attempt in good faith to require the underwriter to allow each Minority Member to sell its Holdings Common Shares in the IPO on a pro rata basis with the stockholders of Holdings pursuant to the registration statement.

(c)For purposes of this Section 12.09, “Participation Ratio” as to each Minority Member shall be calculated by multiplying such Minority Member’s Share Percentage by the Company Valuation Percentage.

(d)For purposes of this Section 12.09, “Company Valuation Percentage” shall be calculated as follows:

(1)First, the Company’s consolidated EBITDA as a percentage of Holdings’ consolidated EBITDA shall be calculated by determining a fraction (the “Company EBITDA Percentage”), (i) the numerator of which is the Company’s consolidated EBITDA for the trailing twelve month period and (b) the denominator of which is Holdings’ consolidated EBITDA (including, without limitation, the Company’s consolidated EBITDA) for the trailing twelve month period. One hundred percent (100%) less the Company EBITDA Percentage shall equal the “Holdings EBITDA Percentage.” Notwithstanding anything to the contrary contained herein, for purposes of determining consolidated EBITDA for any period ended on or prior to May 31, 2012, consolidated EBITDA shall be based on a trailing six month period.

(2)Secondly, the value of Holdings in an IPO or a Holdings Sale shall be calculated as follows (the “Gross Valuation”):

(A)in the case of an IPO, by multiplying (i) the midpoint of the price per share range established by the underwriters for the common stock to be issued in the IPO during the marketing of the IPO by (ii) the total number of shares of common stock of Holdings (and all other securities convertible, exchangeable or exercisable for shares of common stock of Holdings) outstanding (on a fully diluted and converted basis) immediately prior to consummation of the IPO (i.e., without taking into account new shares to be offered and/or sold in the IPO); and

(B)in the case of a Holding Sale, by taking the gross purchase price of Holdings in the Holdings Sale; provided, however, that (i) if the Holdings Sale consists of any transaction other than the sale of all or substantially all of the assets of Holdings, then the gross purchase price of Holdings shall be determined

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based on the assumption that no Indebtedness (as hereinafter defined) of Holdings has been paid off prior to such Holdings Sale or otherwise subtracted from such gross purchase price and (ii) if the Holdings Sale consists of the sale of all or substantially all of the assets of Holdings, then the gross purchase price shall include the amount of any Indebtedness assumed by the purchaser.

(3)Thirdly, the Gross Valuation shall be allocated between the Company and Holdings (excluding the Company) by (i) multiplying the Gross Valuation by the Company EBITDA Percentage (the “Company Gross Valuation”) and (ii) multiplying the Gross Valuation by the Holdings EBITDA Percentage (the “Holdings Gross Valuation”),

(4)Fourthly, (i) (A) the Company’s outstanding consolidated indebtedness for borrowed money and capital leases immediately prior to consummation of the IPO or Holding Sale (“Indebtedness”) plus the amount of any Unrecovered Contributions owed to Holdings shall be subtracted from (B) the Company Gross Valuation and such difference shall be the “Company Net Valuation”; and (ii) (A) Holdings’ outstanding consolidated Indebtedness shall be subtracted from (B) the Holdings Gross Valuation and such difference shall be the “Holdings Net Valuation.”

(5)Fifthly, the Company Valuation Percentage shall be calculated by determining a fraction, (i) the numerator of which is the Company Net Valuation and (b) the denominator of which is the sum of the Holdings Net Valuation plus the Company Net Valuation.

Notwithstanding anything to the contrary contained herein, in the event the consolidated EBITDA of the Company and/or Holdings is a negative number, then Holdings and the Minority Members shall negotiate in good faith the calculation of the Company Price Percentage.

ARTICLE XIII

Dissolution, Liquidation, and Termination; Incorporation

13.01Dissolution. The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following:

(a)the determination by the Board to dissolve the Company and the written consent of Holdings and the holders of a majority of the Shares held by the Minority Members; or

(b)the entry of a decree of judicial dissolution under Section 18-802 of the Act.

The Company shall not dissolve or be terminated upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member. The Board shall promptly notify the Members of the dissolution of the Company.

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13.02Liquidation. Upon dissolution of the Company, the Chairman or the Chief Executive Officer shall act as its liquidating trustee or the Board may appoint one or more Directors or Members as the liquidating trustee. The liquidating trustee shall proceed diligently to liquidate the Company, to wind up its affairs, to pay its liabilities and to make final distributions to the Members pro rata in accordance with Section 11.04. The costs of dissolution and liquidation shall be an expense of the Company. Until final distribution, the liquidating trustee may continue to operate the business and properties of the Company with all of the power and authority of the Board. As promptly as possible after dissolution and again after final liquidation, the liquidating trustee shall cause an accounting by a firm of independent public accountants of the Company’s assets, liabilities, operations and liquidating distributions to be given to the Members.

13.03Certificate of Cancellation. Upon completion of the distribution of the Company’s assets as provided herein, the Company shall be terminated, and the Board (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware under the Act and take such other actions as may be necessary to terminate the existence of the Company.

13.04Right to Convert to Corporate Form. The Board may, at any time by not fewer than 10 days prior written notice given to all Members, cause the Company to convert to one or more corporations (the “Continuing Corporation”), by such means (including, without limitation, merger or consolidation or other business combination, Transfer of all or a part of the Company’s assets and/or Transfer of the holders’ respective Shares) as the Board may reasonably select. Upon such conversion:

(a)The Shares of each holder thereof shall be exchanged for, or otherwise converted into, shares of capital stock (which may be non-voting if the holder’s Shares are non-voting) of the Continuing Corporation representing an equity interest therein substantially equivalent to such Person’s equity interest in the Company (including, without limitation, having the same liquidation preferences, conversion rights, dividend rights, redemption rights and voting rights). The Board and the Company shall use reasonable efforts to structure such conversion so that the holders’ ownership of their Shares will be “tacked” to their ownership of the shares of the Continuing Corporation’s capital stock for the purposes of determining such holders’ compliance with the requirements of Rule 144 of the Securities Act.

(b)The stockholders of the Continuing Corporation, and the Continuing Corporation, in the event of such a conversion other than in connection with a public offering, shall enter into:

(i)a stockholders’ agreement on terms substantially equivalent to those contained in this Agreement, such Agreement to be in a form reasonably acceptable to a majority of Directors, and

(ii)such other documents and instruments as are customarily entered into by stockholders of corporations entering into venture capital or similar transactions, in each case in the form customarily used for documents and instruments of similar

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nature in such transactions and otherwise reasonably acceptable to a majority of Directors.

ARTICLE XIV

General Provisions

14.01Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents required or permitted to be given under this Agreement must be in writing and shall be deemed to have been given (i) three days after the date mailed by registered or certified mail, addressed to the recipient, with return receipt requested, or (ii) upon delivery to the recipient in person or by courier. Such notices, requests and consents shall be given (x) to Members at their addresses on Schedule A, or such other address as a Member may specify by notice to the Board or to all of the other Members, or (y) to the Company at the address of the principal office of Company specified in Section 1.03, or at such other location as the Company shall have specified in writing to the Members as its principal office. Whenever any notice is required to be given by law, the Certificate or this Agreement, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

14.02Entire Agreement. This Agreement constitutes the entire agreement of the Members and the Directors relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

14.03Consent to Jurisdiction. The parties to this Agreement hereby consent and submit to the exclusive jurisdiction of the United States District Court for the Northern District of Georgia and of any Georgia state court and agree that any such court having subject matter jurisdiction over the matter in controversy shall have exclusive jurisdiction to hear and determine any claims or disputes between the parties to this Agreement pertaining directly or indirectly to this Agreement or to any matter arising therefrom. Each party to this Agreement hereby waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court on the basis that such proceeding has been brought in an inconvenient forum.

14.04Amendment, Modification, or Waiver. This Agreement may be amended or modified from time to time only be a written instrument signed by Holdings and holders of a majority of the Shares then held by the Minority Members; provided, however, that (a) an amendment or modification increasing any liability of a Member to the Company or its Directors or Members, or adversely affecting the limitation of the liability of a Member with respect to the Company, shall be effective only with that Member’s consent, (b) an amendment or modification reducing the required percentage of Shares or the number of Directors for any consent or vote in this Agreement shall be effective only with the consent or vote of Members having the percentage of Shares theretofore required, (c) any amendment to Article X or XI adversely affecting the rights of a Member to allocations or distributions in a manner differently from other Members holding similarly situated securities shall require the consent of such Member, (d) an amendment or modification that adversely affects the Minority Members compared to Holdings must be approved by the holders of a majority of the Shares held by Minority Members, and (e)

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the Board may, subject to Section 3.01(a) and Article IV, amend or modify Section 3.01, Articles X and XI of and Schedule A to this Agreement in connection with the admission of Additional Members, the issuance of additional Shares or other equity interests of the Company, or a recapitalization of the Company as permitted by this Agreement.

14.05Binding Effect. This Agreement is binding on and inures to the benefit of the parties and their respective heirs, legal representatives, successors and assigns.

14.06Governing Law; Severability. This Agreement is governed by and shall be construed in accordance with the law of the State of Delaware, exclusive of its conflict-of-laws principles. In the event of a conflict between the provisions of this Agreement and any provision of the Certificate or the Act, the applicable provision of this Agreement shall control, to the extent permitted by law. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision shall be enforced to the fullest extent permitted by law.

14.07Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions, as requested by the Board.

14.08Waiver of Certain Rights. Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company, for appointment of a liquidator, or for partition of the property of the Company. The failure of any Member to insist upon strict performance of a covenant hereunder or of any obligation hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such Member’s right to demand strict compliance herewith in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation hereunder, shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

14.09Notice to Members of Provisions of this Agreement. By executing this Agreement, each Member acknowledges that such Member has actual notice of (a) all of the provisions of this Agreement and (b) all of the provisions of the Certificate. Each Member hereby agrees that this Agreement constitutes adequate notice of all such provisions, and each Member hereby waives any requirement that any further notice thereunder be given.

14.10Third Party Beneficiaries. The provisions of this Agreement are not intended to be for the benefit of any creditor or other Person to whom any debts or obligations are owed by, or who may have any claim against, the Company or any of its Members, officers or Directors, except for Members, officers or Directors in their capacities as such. Notwithstanding any contrary provision of this Agreement, no such creditor or Person shall obtain any rights under this Agreement or shall, by reason of this Agreement, be permitted to make any claim against the Company or any Member, officer or Director.

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14.11Interpretation. For the purposes of this Agreement, terms not defined in this Agreement shall be defined as provided in the Act; and all nouns, pronouns and verbs used in this Agreement shall be construed as masculine, feminine, neuter, singular, or plural, whichever shall be applicable. Titles or captions of Articles and Sections contained in this Agreement are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

14.12Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document, and all counterparts shall be construed together and shall constitute the same instrument.

14.13Confidentiality. Each party hereto agrees that it will hold in strict confidence, and will not use, any confidential or proprietary data or information obtained from the Company with respect to the Company’s business or financial condition or otherwise. Information generally known in the industry or which has been disclosed by third parties, who have a right to do so, shall not be deemed confidential or proprietary information for purposes of this Section 14.13. Furthermore, information that a party independently developed outside Company time and without any Company resources, or knew on a non-confidential basis and not in contravention of a contract, fiduciary duty, or any applicable law before its disclosure to such party by the Company or its representatives, shall not be deemed confidential or proprietary information for purposes of this Section 14.13. A party may disclose confidential or proprietary data or information obtained from the Company that such party is required to disclose by law or legal process (as advised by legal counsel); provided, however, that if disclosure is required by law or legal process, then the disclosing party shall (a) provide the Company with prompt written notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure, (b) take reasonable steps to assist the Company, at the Company’s sole cost and expense, in contesting such required disclosure or otherwise protecting such the Company’s rights, and (c) furnish only that portion of the Company’s confidential or proprietary data or information that such party is advised by counsel in writing is legally required.

14.14Representations of Members. Each of the Members represents and warrants to each of the other Members and the Company that the Shares being acquired by such Member are being purchased for such Member’s own account and not with a view to, or for sale in connection with, any distribution or public offering thereof within the meaning of the Securities Act and that such Member is an “accredited investor” under Rule 501 of Regulation D promulgated under the Securities Act. Such Member understands that such Shares have not been registered under the Securities Act or any state securities laws by reason of their contemplated issuance in transactions exempt from the registration and prospectus delivery requirements thereof and that the reliance of the Company and others upon such exemptions is predicated in part by the representations and warranties of such Member contained in this Agreement.

14.15Definitions. Schedule B to this Agreement sets forth definitions not otherwise defined in this Agreement and cross-references showing the location in this Agreement where various terms are first defined.

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14.16Succeeding Agreement. This Agreement amends and restates and supersedes the Prior Agreement in its entirety.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Limited Liability Company Agreement under seal as of the date set forth above.

JACK COOPER LOGISTICS, LLC
By:	/s/ T. Michael Riggs
Name: T. Michael Riggs
Title: Chairman
DIRECTORS:
/s/ T. Michael Riggs
T. Michael Riggs
/s/ Robert Griffin
Robert Griffin
/s/ J. J. Schickel
J. J. Schickel

Signature Page to Jack Cooper Logistics, LLC Amended and Restated Limited Liability

Company Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Limited Liability Company Agreement under seal as of the date set forth above.

MEMBERS:
Jack Cooper Holdings Corp.:
By:	/s/ T. M. Riggs
Print Name:	T. M. Riggs
Title:	Chairman
Eve Merchant Holdings, Inc.:
By:	/s/ John J. Schickel, Jr.
Print Name:	John J. Schickel, Jr.
Title:	Managing Director
/s/ Robert Griffin
Robert Griffin
/s/ Michael Testman
Michael Testman
/s/ Theo Ciupitu
Theo Ciupitu
/s/ Kirk Ferguson
Kirk Ferguson
/s/ Andrea Amico
Andrea Amico

Signature Page to Jack Cooper Logistics, LLC Amended and Restated Limited Liability

Company Agreement

SCHEDULE A

MEMBERS

				Ownership		Ownership
	Initial		Shares	Percentage		Percentage
Member’s Name and Address	Contribution		Owned	(Fully Diluted)		(As Issued)
Jack Cooper Holdings Corp.	$	790.00	790,000	79.0	%	79.0	%
1100 Walnut Street, Suite 2400
Kansas City, Missouri 64106
Eve Merchant Holdings, Inc.	$	210.00	110,000	11.0	%	11.0	%
830-13 A1A North, #522
Ponte Vedra Beach, Florida 32082
Robert Griffin	N/A		20,000	2.0	%	2.0	%
4141 Pennsylvania Ave, Suite 206
Kansas City, Missouri 64111
Michael Testman	N/A		20,000	2.0	%	2.0	%
1100 Walnut Street, Suite 2400
Kansas City, Missouri 64106
Theo Ciupitu	N/A		20,000	2.0	%	2.0	%
2171 Peachtree Road NE #1104
Atlanta, Georgia 30309
Kirk Ferguson	N/A		20,000	2.0	%	2.0	%
One Gramercy Park West
New York City, New York 10003
Andrea Amico	N/A		20,000	2.0	%	2.0	%
630 Kennesaw Due West Road,
Kennesaw, Georgia 30152
TOTAL	$	1,000.00	1,000,000	100.00	%	100.00	%

A-1

SCHEDULE B

DEFINITIONS

Capitalized terms are used in this Agreement with the meanings hereafter ascribed:

“Affiliate” means (a) in the case of an individual, any relative of such Person, (b) any officer, director, trustee, partner, manager, employee or holder of any class of the securities of or equity interest in such Person; (c) any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such Person; or (d) any officer, director, trustee, partner, manager, employee or holder of any class of the securities of or equity interest in such Person of any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such Person.

“Applicable Tax Rate” means the sum of (x) the highest federal marginal income tax rate for individuals plus (y) the highest applicable state marginal income tax rate for individuals, in each case as such rates apply to the Fiscal Year for which the applicable Tax Distribution is being calculated.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Director” means one or more Persons designated or elected to the Board of Directors pursuant to this Agreement.

“EBITDA” means earnings before interest, taxes, depreciation, and amortization.

“Fiscal Year” means the Company’s fiscal year, which shall be the calendar year.

“Holdings’ Charter” means Holdings’ Certificate of Incorporation (including, without limitation, any Certificates of Designations thereto), as amended from time to time.

“Independent Appraiser” means the transportation group of one of the following investment banking firms (and their respective subsidiaries, as appropriate): BB&T Corporation; Stifel, Nicolaus & Company, Incorporated; Morgan Keegan & Company; Stephens Inc.; Raymond James Financial, Inc.; or Alvarez & Marsal Dispute Analysis & Forensic Services.

“Person” means any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such “Person” where the context so permits.

“Securities Act” means the Securities Act of 1933, as amended.

“Share Percentage” means the percentage obtained upon dividing (a) the number of Shares then owned by such Member by (b) the total amount of Shares issued and outstanding.

“Treasury Regulations” means the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

B-1

“Unrecovered Contribution” means at any point in time, with respect to each Member, an amount equal to such Member’s Contributions as reflected in their Capital Account less the aggregate amount of all distributions previously made to such holder in return of such Contributions. In no event shall Unrecovered Contribution refer to an amount less than zero.

B-2

CROSS-REFERENCE TABLE FOR DEFINITIONS

DEFINED TERM	FIRST SECTION REFERENCE
Act	Recitals
Additional Members	2.01
Additional Minority Members	Recitals
Adjusted Capital Account	10.03
Adjustment Date	9.01(c)
Agreement	Preamble
Board	1.01
Buyer	12.05(a)
Capital Account	9.01
Certificate	1.01
Company	Preamble
Company EBITDA Percentage	12.09(d)(1)
Company Gross Valuation	12.09(d)(3)
Company Net Valuation	12.09(d)(4)
Company Valuation Percentage	12.09(d)
Continuing Corporation	13.04
Contribution	9.02
Drag-Along Notice	12.05(a)
Drag-Along Price	12.05(a)
Exchange	12.09(b)
EVE	Recitals
EVE Engagement Letter	4.05(a)
Fair Market Value	12.05(c)
For Cause	4.05(b)
Founder	Recitals
Founders	Recitals
GAAP	2.09(a)
Gross Asset Value	9.01(b)
Gross Valuation	12.09(d)(2)
Holdings	Recitals
Holdings Common Shares	12.09(b)
Holdings EBITDA Percentage	12.09(d)(1)
Holdings Gross Valuation	12.09(d)(3)
Holdings Indentures	4.01
Holdings Net Valuation	12.09(d)(4)
Holdings Non-Affiliate	12.09(a)
Holdings Sale	12.09(a)
HYDO	4.01
Indebtedness	12.09(d)(4)

B-3

IPO	12.09(a)
LLC Minimum Gain	10.07
Manager	5.01
Member	Preamble
Member Nonrecourse Debt	10.08
Member’s Notice	12.02(b)
Members’ Election Period	12.02(b)
Members	Preamble
Minority Member	Recitals
Minority Members	Recitals
New Shares	4.03
New Shares Notice	4.03
Net Income	9.01(a)
Net Loss	9.01(a)
Non-Affiliate	12.05(a)
Nonrecourse Deductions	10.06
Offered Shares	12.02(b)
Offeror	12.02(a)
Participation Ratio	12.09(c)
Partner Nonrecourse Deductions	10.08
Prior Agreement	Recitals
Put Right	4.05(a)
Regulatory Allocations	10.10
Sale	12.05(a)
Sale Notice	12.08
Shares	3.01(a)
Selling Member	12.02(a)
Selling Member’s Notice	12.02(a)
Tag-Along Notice	12.08
Tax Distribution	11.02
Tax Matters Partner	5.01
Taxable Excess	11.02
Transfer	12.01
Valuation Date	12.05(c)

B-4

EX-3.13

Exhibit 3.13

CERTIFICATE OF INCORPORATION

OF

JACK COOPER SPECIALIZED TRANSPORT, INC.

ARTICLE I

The name of the corporation is JACK COOPER SPECIALIZED TRANSPORT, INC. (the “Corporation”).

ARTICLE II

The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”).

ARTICLE III

The address of the current registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.  The name of the current registered agent at such address is Corporation Service Company.  The mailing address of the registered office of the Corporation is the same as its street address.

ARTICLE IV

The total number of shares that the Corporation is authorized to issue is 100 shares of capital stock, all of which shall be Common Stock, $0.0001 par value per share.

ARTICLE V

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:

A.The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors.

B.Except as otherwise provided in this Certificate of Incorporation, the Board of Directors may from time to time make, amend, supplement or repeal the Bylaws; provided, however, that the stockholders may change or repeal any Bylaw adopted by the Board of Directors by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation (considered for this purpose as one class).  No amendment or supplement to the Bylaws adopted by the Board of Directors shall vary or conflict with any amendment or supplement thus adopted by the stockholders.

C.The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

ARTICLE VI

Meeting of stockholders may be held within or without the State of Delaware, as the Bylaws may provide.  The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE VII

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE VIII

To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended in a manner more favorable to directors, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; except for liability (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, or (iv) for any transaction from which the director derived an improper personal benefit.  If the DGCL is amended after the effective date of this Certificate of Incorporation to authority corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL.  Any (x) repeal or amendment of this Article VIII by the stockholders of the Corporation or (y) amendment to the DGCL shall not adversely affect any right or protection existing at the time of such repeal or amendment with respect to any acts or omissions occurring before such repeal or amendment of a person serving as a director of the Corporation or otherwise enjoying the benefits of this Article VIII at the time of such repeal or amendment.

ARTICLE IX

A.The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a

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director, officer, or agent at the request of the Corporation or any predecessor of the Corporation, provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any officer (or his heirs, executors or personal or legal representative) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to be the Board of Directors.  The right to indemnification conferred by this Article IX shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that if the DGCL requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision fro which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article IX.

B.The rights to indemnification and to the advance of expenses conferred in this Article IX shall be not exclusive of any other right which any person may have or hereafter acquire under any statute, this Certificate of Incorporation, the Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

C.Any repeal or modification of this Article IX by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a person serving as a director, or officer, employee or agent of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE X

Any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents, in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE XI

The name and mailing address of the incorporator are as follows:

Lisa Dunning

Paul Hastings LLP

600 Peachtree Street, N.E.

Suite 2400

Atlanta, Georgia 30308

3

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 31st day of August, 2011.

By:	/s/ Lisa Dunning
	Lisa Dunning, Incorporator

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EX-3.14

Exhibit 3.14

BYLAWS

OF

JACK COOPER SPECIALIZED TRANSPORT, INC.

ARTICLE I
Offices

Section 1.Principal and Registered Offices.  The principal office of the Corporation shall be located at such place as the Board of Directors may specify from time to time.  The registered office of the Corporation shall be located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

Section 2.Other Offices.  The Corporation may have offices at such other places, either within or without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II
Meetings of Stockholders

Section 1.Place of Meeting.  Meetings of stockholders shall be held at the principal office of the Corporation or at such other place or places, either within or without the State of Delaware, as shall either (i) be designated in the notice of the meeting or (ii) be agreed upon at or before the meeting by a majority of the stockholders entitled to vote at the meeting.

Section 2.Annual Meetings. The annual meeting of stockholders shall beheld on any day (except Saturday, Sunday or a holiday) prior to March 15 of each year for the purpose of electing directors of the Corporation and the transaction of such other business as may be properly brought before the meeting.

Section 3.Substitute Annual Meeting. If the annual meeting is not held on the day designated by these bylaws, a substitute annual meeting may he called in accordance with Section 4 of this Article II.  A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer or the President or by order of the Board of Directors, and shall be called by the Chairman of the Board of Directors, the Chief Executive Officer or the President or by order of the Board of Directors upon the written request of any member of the Board of Directors or the holder or holders of at least 10% of all the shares of capital stock entitled to vote at the meeting.

Section 5.Notice of Meetings.  Written or printed notice, stating the time and place of the meeting and, in the case of a special meeting, briefly describing the purpose or purposes of the meeting, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder of record entitled to vote at the meeting, by delivering a written notice thereof to him personally, or by mailing such notice in a postage prepaid envelope directed to him at his last address as it appears on the stock records of the Corporation.  It shall be the primary responsibility of the Secretary

to give the notice, but notice may be given by or at the direction of the Chairman of the Board of Directors, the Chief Executive Officer or the President or other person or persons calling the meeting. If a matter (other than the election of directors) is to be considered at an annual meeting on which a vote of stockholders is required bylaw or otherwise, notice shall be given as if the meeting were a special meeting. If any stockholder shall, in person or by attorney thereunto authorized, waive in writing notice of any meeting of the stockholders, whether prior to or after such meeting, notice thereof need not be given to him.  Notice of any adjourned meeting of the stockholders shall not be required to be given, except where expressly required by law.

Section 6.Quorum.  Except as otherwise provided by law, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, In the absence of a quorum, any officer entitled to preside at, or act as Secretary of, such meeting, shall have the power to adjourn the meeting from time to time until a quorum shall be constituted. At any such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called. When a quorum is once present to organize a meeting, the stockholders present may continue to do business at the meeting or at any adjournment thereof notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 7.Voting of Shares.  Each outstanding share of voting capital stock of the Corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders, except as otherwise provided in the certificate of incorporation.  The vote by the holders of a majority of the shares voted on any matter at a meeting of stockholders at which a quorum is present shall be the act of the stockholders on that matter, unless the vote of a greater number is required by law, by the certificate of incorporation, or by these bylaws.  Voting on all matters shall be by voice vote or by a show of hands, unless the holders of a majority of the shares represented at the meeting shall demand a vote by written ballot on a particular matter.

Section 8.Action Without Meeting. Any action which the stockholders could take at a meeting may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  The consent shall be filed with the Secretary of the Corporation as part of the corporate records.  Such written consent shall have the same force and effect as a vote of stockholders, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business.

Section 9.Meeting by Use of Conference Telephone. Subject to the requirement for notice of meetings and if permitted by applicable law, stockholders may participate in and hold a meeting of such stockholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 10.Record Date. The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of

2

stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose.  Such date, in any case, shall be not more than sixty days, and in case of a meeting of stockholders not less ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.  If the stock transfer books are not closed, and no record date is fixed for the determination of stockholders, or of stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed, or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of stockholders.

Section 11.List of Stockholders. It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock records, either directly or through a transfer agent appointed by the Board of Directors, to prepare and make, at least ten days before every stockholders meeting, a complete list of stockholders entitled to vote at such meeting arranged in alphabetical order. Such list shall be open to the examination of any stockholder at the principal office of the Corporation for said ten days before such meeting, and shall be produced and kept at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any stockholder who may be present.  The stock records of the Corporation shall be the only evidence of who are the stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting.

ARTICLE III
Board of Directors

Section 1.General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors except as otherwise provided by law, by the certificate of incorporation of the Corporation or by these bylaws.

Section 2.Number, Term and Qualification. The Board of Directors of the Corporation shall consist of one or more members as determined by the Board of Directors from time to time.  Each director shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until his death, resignation or removal pursuant to these bylaws. Directors need not be residents of the State of Delaware or stockholders of the Corporation.

Section 3.Removal. Directors may be removed from office with or without cause by a vote of stockholders who hold a majority of the shares then entitled to vote at an election of directors.  If any directors are so removed, new directors may be elected at the same meeting.

Section 4.Resignation. Any director of the Corporation may resign at any time by giving written notice to the Chairman of the Board of Directors, the Chief Executive Officer, President or Secretary of the Corporation.  The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified therein.  The acceptance of such resignation shall not be necessary to make it effective.

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Section 5.Vacancies. Any vacancy in the Corporation’s Board of Directors may be filled by a majority of the remaining directors.  The stockholders may elect a director at any time to fill a vacancy not filled by the directors.

Section 6.Compensation. The directors shall not receive compensation for their services as such, except that the directors shall be entitled to be reimbursed for any reasonable expenses paid by them by reason of their attendance at any regular or special meeting of the Board of Directors or any of its committees, and by resolution of the Board of Directors, the directors may be paid fees, which may include but are not restricted to fees for attendance at meetings of the Board or any of its committees.  Any director may serve the Corporation in any other capacity and receive compensation therefor.

ARTICLE IV
Meetings of Directors

Section 1.Annual and Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held immediately following the annual meeting of the stockholders. The Board of Directors may by resolution provide for the holding of regular meetings of the Board on specified dates and at specified times. If any date for which a regular meeting is scheduled shall be a legal holiday, the meeting shall be held on the next business day that is not a legal holiday or on a date designated in the notice of the meeting during either the same week in which the regularly scheduled date falls or during the preceding or following week. Regular meetings of the Board shall be held at the principal office of the Corporation or at such other place as may be designated in the notice of the meeting. Notice of annual meetings or any regular meetings held at the principal office of the Corporation and at the usual scheduled time shall not be required.

Section 2.Special Meetings. Special meetings of the Board of Directors maybe called by or at the request of the Chairman of the Board of Directors, Chief Executive Officer, President or any one director. Such meetings may be held at the time and place designated in the notice of the meeting.

Section 3.Notice of Meetings. The Secretary or other person or persons calling a meeting for which notice is required shall give notice by mail or telegram at least five days before the meeting, or by telephone at least twenty-four hours before the meeting. Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of the notice. Attendance by a director at a meeting for which notice is required shall constitute a waiver of notice, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called. Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting.

Section 4.Quorum. A majority of the directors in office shall constitute a quorum for the transaction of business at a meeting of the Board of Directors, but a smaller number may adjourn the meeting from time to time until a quorum shall be present. Any regular or special directors’ meeting may be adjourned from time to time by those present, whether a quorum is present or not.

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Section 5.Manner of Acting. Except as otherwise provided by law, these bylaws or the certificate of incorporation of the Corporation or otherwise, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 6.Action Without Meeting. Action taken by a majority of the directors or of a committee of directors without a meeting is nevertheless Board or committee action, if written consent to the action is signed by all the directors or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action is taken. Such unanimous written consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business.

Section 7.Meeting by Use of Conference Telephone. Any one or more directors or members of a committee may participate in a meeting of the Board or any of its committees by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be deemed presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V
Committees

Section 1.Designation of Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in these bylaws or in the resolution of the Board of Directors establishing the same, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that no such committee shall have the power or authority (i) to approve or adopt, or recommend to the stockholders of the Corporation, any action or matter expressly required by the General Corporation Law of the State of Delaware to be submitted to the stockholders of the Corporation for approval, or (ii) adopt, amend or repeal any bylaws of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 2.Executive Committee. There may be an Executive Committee designated by resolution passed by a majority of the whole Board of Directors. Such committee may meet at stated times, or on notice to all by any of their own number. During intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, except that the Executive Committee shall not have authority to authority or approve the following matters:

(a)The dissolution, merger or consolidation of the Corporation or the sale, lease or exchange of all or substantially all the property or assets of the Corporation.

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(b)The designation of an Executive Committee or any other committee of directors having power to exercise any of the authority of the Board of Directors in the management of the Corporation or the filling of vacancies in the Board of Directors or in such committee.

(c)The fixing of compensation of the directors for serving on the Board of Directors or on such committee.

(d)The amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

(e)The matters set forth in items (i) and (ii) of Section I of this Article V.

Vacancies in the membership of the Executive Committee shall be filled by a majority of the whole Board of Directors at a regular meeting or at a special meeting called for that purpose.

Section 3.Minutes. Each committee shall keep minutes of its proceedings and shall report thereon to the Board of Directors at or before the next meeting of the Board.

Section 4.Action Without Meeting; Telephonic Meeting. Action may betaken by each committee in the manner allowed by the Board of Directors pursuant to Sections 6 and 7 of Article IV.

ARTICLE VI
Officers

Section 1.Titles. The Board of Directors shall have the exclusive power and authority to elect from time to time such officers of the Corporation including a Chairman of the Board of Directors, Vice Chairman, Chief Executive Officer, President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, General Counsel, one or more Associate General Counsels, Chief Financial Officer, Treasurer, Controller, Secretary, one or more Assistant Treasurers, one or more Assistant Controllers, one or more Assistant Secretaries, and such other officers as it shall deem necessary. Except as otherwise provided in these bylaws, the additional officers shall have the authority and perform the duties as from time to time may be prescribed by the Board of Directors. Any two or more offices may be held by the same individual, but no officer may act in more than one capacity where action of two or more officers is required.

Section 2.Election and Term. The officers of the Corporation shall be elected by the Board of Directors at the regular meeting of the Board held each year immediately following the annual meeting of the stockholders. Each officer shall hold office until the next regular meeting at which officers are to be elected and until a successor is elected and qualifies or until his death, resignation, or removal pursuant to these bylaws.

Section 3.Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Corporation will be served, but removal shall be without prejudice to any contract rights of the individual removed. Election or appointment of an officer or agent shall not of itself create contract rights.

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Section 4.Vacancies. Vacancies among the officers may be created and filled by the Board of Directors.

Section 5.Chairman of the Board of Directors. The Chairman of the Board of Directors, if such officer is elected, shall preside at all meetings of the stockholders and the Board of Directors and shall have such other authority and perform such other duties as the Board of Directors shall designate.

Section 6.Vice Chairman. The Vice Chairman, if such officer is elected, shall have such powers and perform such duties as the Board of Directors or the Chairman of the Board of Directors (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these bylaws. In the absence of the Chairman of the Board of Directors, the Vice Chainman shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 7.Chief Executive Officer. Subject to such powers, if any, as may be given by the Board of Directors to the Chairman of the Board of Directors, if there is such officer, the Chief Executive Officer shall have supervision over and may exercise general executive powers concerning all of the operations and business of the Corporation, with the authority from time to time to delegate to other officers such executive and other powers and duties as he may deem advisable. If there be no Chairman of the Board of Directors or Vice Chair, or in their absence, the Chief Executive Officer shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 8.President. The President shall perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may delegate from time to time or as maybe provided by applicable law or elsewhere in these bylaws.

Section 9.Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. The Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, if such officers are elected, shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these bylaws. At the request of the Chairman of the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) any Vice President shall exercise the powers of the President during that officer’s absence or inability to act. Any action taken by a Vice President in the performance of the duties of the President shall be presumptive evidence of the absence or inability to act of the President at the time the action was taken.

Section 10.General Counsel. The General Counsel shall advise and represent the Corporation generally in all legal matters and proceedings, and shall act as counsel to the Board of Directors and the Executive Committee. The General Counsel may sign and execute pleadings, powers of attorney pertaining to legal matters, and any other contracts and documents in the regular course of his duties.

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Section 11.Associate General Counsels. Each Associate General Counsel shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, General Counsel, or Board of Directors, and the Associate General Counsels shall exercise the powers of the General Counsel during that officer’s absence or inability to act.

Section 12.Chief Financial Officer. The Chief Financial Officer of the Corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director for a purpose reasonably related to his position as a director. The Chief Financial Officer shall render to the Chief Executive Officer, and Board of Directors, whenever they may request it, an account of the transactions of the Corporation and of the financial condition of the Corporation. The Chief Financial Officer shall have such other powers and perform such other duties as the Board of Directors shall designate or as may be provided by applicable law or elsewhere in these bylaws.

Section 13.Treasurer. The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. The Treasurer shall keep full and accurate accounts of the finances of the Corporation and shall cause a true statement of the assets and liabilities of the Corporation as of the close of each fiscal year and of the results of its operations and of changes in surplus, all in reasonable detail, to be made and filed at the principal office of the Corporation within three months after the end of the fiscal year. The statement shall be available for inspection by any stockholder for a period of ten years, and the Treasurer shall mail or otherwise deliver a copy of the latest statement to any stockholder upon written request. The Treasurer shall in general perform all duties incident to the office and such other duties as may be assigned from time to time by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors. If a Chief Financial Officer has not been elected or appointed, the Treasurer shall perform the duties of the Chief Financial Officer unless and until a Chief Financial Officer is elected by the Board of Directors.

Section 14.Controller and Assistant Controllers. The Controller shall have charge of the accounting affairs of the Corporation and shall have such other powers and perform such other duties as the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors shall designate. Each Assistant Controller shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors and the Assistant Controllers shall exercise the powers of the Controller during that officer’s absence or inability to act.

Section 15.Assistant Treasurers. Each Assistant Treasurer shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, Treasurer, or Board of Directors, and the Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

Section 16.Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of stockholders and of the Board of Directors and shall give all notices required by law and by these bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it. The Secretary shall have general charge of the stock transfer books of the Corporation and shall keep at the

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principal office of the Corporation a record of stockholders, showing the name and address of each stockholder and the number and class of the shares held by each. The Secretary shall sign such instruments as may require the signature of the Secretary, and in general shall perform the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Chief Executive Officer, President, or Board of Directors.

Section 17.Assistant Secretaries. Each Assistant Secretary shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Secretary, or Board of Directors, and the Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.

Section 18.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at meetings of the stockholders of any Corporation in which this Corporation may hold stock, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such stock and which, as the owner, the Corporation might have possessed and exercised if present. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

ARTICLE VII
Capital Stock

Section 1.Certificates. Certificates for shares of the capital stock of the Corporation shall be in such form not inconsistent with the certificate of incorporation of the Corporation as shall be approved by the Board of Directors. The certificates shall be consecutively numbered or otherwise identified. The name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer records of the Corporation. Each certificate shall be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President and by the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer; provided, that where a certificate is signed by a transfer agent or assistant transfer agent of the Corporation, the signatures of such officers of the Corporation upon the certificate may be by facsimile, engraved or printed. Each certificate shall be sealed with the seal of the Corporation or a facsimile thereof.

Section 2.Transfer of Shares. Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificate for the shares sought to be transferred by the record holder or by a duly authorized agent, transferee or legal representative. All certificates surrendered for transfer shall be canceled before new certificates for the transferred shares shall be issued.

Section 3.Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents and one or more registrars of transfers and may require all stock certificates to be signed or countersigned by the transfer agent and registered by the registrar of transfers.

Section 4.Regulations. The Board of Directors shall have power and authority to make rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of capital stock of the Corporation.

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Section 5.Lost Certificates. The Board of Directors may authorize the issuance of a new certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit from the person explaining the loss or destruction. When authorizing issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in a sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring a bond.

ARTICLE VIII
General Provisions

Section 1.Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends out of its earned surplus on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2.Seal. The seal of the Corporation shall have inscribed thereon the name of the Corporation and “Delaware” around the perimeter, and the words “Corporate Seal” in the center.

Section 3.Waiver of Notice. Whenever notice is required to be given to a stockholder, director or other person under the provisions of these bylaws, the certificate of incorporation of the Corporation or by applicable law, a waiver in writing signed by the person or persons entitled to the notice, whether before or after the time stated in the notice, shall be equivalent to giving the notice.

Section 4.Depositories and Checks. All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate.

Section 5.Bond. The Board of Directors may by resolution require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board.

Section 6.Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 7.Taxable Year. The taxable year of the Corporation shall be the period ending on December 31 of each year or such other period as the Board of Directors shall from time to time determine.

Section 8.Indemnification of Directors, Officers, Employees and Agents.

(a)Right to Indemnification. Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director, officer or employee of the Corporation or any predecessor of

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the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, finds, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Delaware General Corporation Law requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise (hereinafter an “undertaking”).

(b)Right of Indemnitee to Bring Suit. If a claim under paragraph (a) of this Section is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including

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its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Section or otherwise shall be on the Corporation.

(c)Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the certificate of incorporation of the Corporation, these bylaws, by agreement, by vote of stockholders or disinterested directors or otherwise.

(d)Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss under the Delaware General Corporation Law.

(e)Indemnification of Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses, to any agent of the Corporation to the fullest extent of the provisions of the Section with respect to the indemnification and advancement of expenses of directors, officers and employees of the Corporation.

Section 9.Amendments. Unless otherwise provided in the articles of incorporation or a bylaw adopted by the stockholders or by law, these bylaws may be amended or repealed by the board of directors, except that a bylaw adopted, amended or repealed by the stockholders may not be readopted, amended or repealed by the board of directors if neither the certificate of incorporation nor a bylaw adopted by the stockholders authorizes the board of directors to adopt, amend or repeal that particular bylaw or the bylaws generally without the assent or vote of the stockholders. These bylaws may be amended or repealed by the stockholders even though the bylaws may also be amended or repealed by the board of directors. A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed (a) if originally adopted by the stockholders, only by the stockholders, unless such bylaw as originally adopted by the stockholders provides that such bylaw may be amended or repealed by the board of directors or (b) if originally adopted by the board of directors, either by the stockholders or by the board of directors. A bylaw that fixes a greater quorum or voting requirement may not be adopted by the board of directors by a vote less than a majority of the directors then in office and may not itself be amended by a quorum or vote of the directors less than the quorum or vote prescribed in such bylaw or prescribed by the stockholders.

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EX-3.15

Exhibit 3.15

CERTIFICATE OF INCORPORATION

OF

JACK COOPER RAIL AND SHUTTLE, INC.

ARTICLE I.

The name of the corporation is JACK COOPER RAIL AND SHUTTLE, INC. (the “Corporation”).

ARTICLE II.

The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”), and the Corporation shall have all powers necessary to engage in such acts or activities, including, but not limited to, the powers enumerated in the DGCL.

ARTICLE III.

The address of the current registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.  The name of the current registered agent at such address is Corporation Service Company.  The mailing address of the registered office of the Corporation is the same as its street address.

ARTICLE IV.

(a)The Corporation is authorized to issue one class of stock to be designated, the “Common Stock.” The total number of Common Stock shares that the Corporation is authorized to issue is 1,000 shares, $0.0001 par value per share.

A.Voting Rights.  With respect to voting powers, except as otherwise required by the DGCL, the holders of the Common Stock shall possess all voting powers for all purposes, including, by way of illustration and not of limitation, the election of directors.  Each share of Common Stock has one vote on each matter submitted to a vote of the Corporation’s shareholders.

B.Dividends.  Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors of the Corporation.

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C.Liquidation.  Upon the liquidation of the Corporation, the holders of shares of the Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders.

ARTICLE V.

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders, as the case maybe, it is further provided that:

A.The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors.

B.Except as otherwise provided in this Certificate of Incorporation, the Board of Directors may from time to time make, amend, supplement or repeal the Bylaws; provided, however, that the stockholders may change or repeal any Bylaw adopted by the Board of Directors by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation.  No amendment or supplement to the Bylaws adopted by the Board of Directors shall vary or conflict with any amendment or supplement thus adopted by the stockholders.

C.The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

D.Following the effectiveness of the registration of any class of securities of the Corporation pursuant to the requirements of the Securities Exchange Act of 1934, as amended, no action shall be taken by the stockholders of the Corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws and no action shall be taken by the stockholders by written consent.

E.Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

ARTICLE VI.

Meeting of stockholders may be held within or without the State of Delaware, as the Bylaws may provide.  The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE VII.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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ARTICLE VIII.

To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended in a manner more favorable to directors, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; except for liability (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, or (iv) for any transaction from which the director derived an improper personal benefit.  If the DGCL is amended after the effective date of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL.  Any (x) repeal or amendment of this Article VIII by the stockholders of the Corporation or (y) amendment to the DGCL shall not adversely affect any right or protection existing at the time of such repeal or amendment with respect to any acts or omissions occurring before such repeal or amendment of a person serving as a director of the Corporation or otherwise enjoying the benefits of this Article VIII at the time of such repeal or amendment.

ARTICLE IX.

A.The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor of the Corporation, provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnity any officer (or his heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.  The right to indemnification conferred by this Article IX shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that if the DCCL requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article IX.

B.The rights to indemnification and to the advance of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Certificate of Incorporation, the Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

C.Any repeal or modification of this Article IX by the stockholders of the Corporation shall not adversely affect any rights to indemnification, and to the advancement of expenses of a person serving as a director, or officer, employee or agent of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

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ARTICLE X.

Any action required or permitted to be taken at an annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents, in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE XI.

The name and mailing address of the incorporator are as follows:

Jesse H. Austin, III
King & Spalding LLP
1180 Peachtree Street NE
Atlanta, Georgia 30309

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I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 18th day November, 2013.

BY:	/s/ Jesse H. Austin, III
	Jesse H. Austin, III, Incorporator

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EX-3.16

Exhibit 3.16

BYLAWS

OF

JACK COOPER RAIL AND SHUTTLE, INC.

ARTICLE I

Offices

Section 1.  Principal and Registered Offices.  The principal office of the Corporation shall be located at such place as the Board of Directors may specify from time to time.  The registered office of the Corporation shall be located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19801.

Section 2.  Other Offices.  The Corporation may have offices at such other places, either within or without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Stockholders

Section 1.  Place of Meeting.  Meetings of stockholders shall be held at the principal office of the Corporation or at such other place or places, either within or without the State of Delaware, as shall either (i) be designated in the notice of the meeting or (ii) be agreed upon at or before the meeting by a majority of the stockholders entitled to vote at the meeting.

Section 2.  Annual Meetings.  The annual meeting of stockholders shall be held on any day (except Saturday, Sunday or a holiday) prior to March 15 of each year for the purpose of electing directors of the Corporation and the transaction of such other business as may be properly brought before the meeting.

Section 3.  Substitute Annual Meeting.  If the annual meeting is not held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with Section 4 of this Article II. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.  Special Meetings.  Special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer or the President or by order of the Board of Directors, and shall be called by the Chairman of the Board of Directors, the Chief Executive Officer or the President or

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by order of the Board of Directors upon the written request of any member of the Board of Directors or the holder or holders of at least 10% of all the shares of capital stock entitled to vote at the meeting.

Section 5.  Notice of Meetings.  Written or printed notice, stating the time and place of the meeting and, in the case of a special meeting, briefly describing the purpose or purposes of the meeting, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder of record entitled to vote at the meeting, by delivering a written notice thereof to him personally, or by mailing such notice in a postage prepaid envelope directed to him at his last address as it appears on the stock records of the Corporation.  It shall be the primary responsibility of the Secretary to give the notice, but notice may be given by or at the direction of the Chairman of the Board of Directors, the Chief Executive Officer or the President or other person or persons calling the meeting.  If a matter (other than the election of directors) is to be considered at an annual meeting on which a vote of stockholders is required by law or otherwise, notice shall be given as if the meeting were a special meeting.  If any stockholder shall, in person or by attorney thereunto authorized, waive in writing notice of any meeting of the stockholders, whether prior to or after such meeting, notice thereof need not be given to him.  Notice of any adjourned meeting of the stockholders shall not be required to be given, except where expressly required by law.

Section 6.  Proxies.  A stockholder may attend, represent, and vote his shares at any meeting in person, or be represented and have his shares voted for by a proxy which such stockholder has duly executed in writing.  No proxy shall be valid after eleven (11) months from the date of its execution unless a longer period is expressly provided in the proxy.  Each proxy shall be revocable unless otherwise expressly provided therein or unless otherwise made irrevocable by law.

Section 7.  Quorum. Except as otherwise provided by law, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.  In the absence of a quorum, any officer entitled to preside at, or act as Secretary of, such meeting, shall have the power to adjourn the meeting from time to time until a quorum shall be constituted.  At any such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called.  When a quorum is once present to organize a meeting, the stockholders present may continue to do business at the meeting or at any adjournment thereof notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 8.  Voting of Shares.  Each outstanding share of voting capital stock of the Corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders, except as otherwise provided in the certificate of incorporation.  The vote by the holders of a majority of the shares voted on any matter at a meeting of stockholders at which a quorum is present shall be the act of the stockholders on that matter, unless the vote of a greater number is required by law, by the certificate of incorporation, or by these bylaws.  Voting on all matters shall be by voice vote or by a show of hands, unless the holders of a majority of the shares represented at the meeting shall demand a vote by written ballot on a particular matter.

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Section 9.  Action Without Meeting.  Any action which the stockholders could take at a meeting may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  The consent shall be filed with the Secretary of the Corporation as part of the corporate records.  Such written consent shall have the same force and effect as a vote of stockholders, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business.

Section 10.  Meeting by Use of Conference Telephone.  Subject to the requirement for notice of meetings and if permitted by applicable law, stockholders may participate in and hold a meeting of such stockholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 11.  Record Date.  The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose.  Such date, in any case, shall be not more than sixty days, and in case of a meeting of stockholders not less ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.  If the stock transfer books are not closed, and no record date is fixed for the determination of stockholders, or of stockholders entitled to receive payment of a dividend; the date on which notice of the meeting is mailed, or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of stockholders.

Section 12.  List of Stockholders.  It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock records, either directly or through a transfer agent appointed by the Board of Directors, to prepare and make, at least ten days before every stockholders meeting, a complete list of stockholders entitled to vote at such meeting arranged in alphabetical order.  Such list shall be open to the examination of any stockholder at the principal office of the Corporation for said ten days before such meeting, and shall be produced and kept at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any stockholder who may be present.  The stock records of the Corporation shall be the only evidence of who are the stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting.

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ARTICLE III

Board of Directors

Section 1.  General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors except as otherwise provided by law, by the certificate of incorporation of the Corporation or by these bylaws.

Section 2.  Number, Term and Qualification.  The Board of Directors of the Corporation shall consist of one or more members as determined by the Board of Directors or the Stockholders from time to time.  Each director shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until his death, resignation or removal pursuant to these bylaws.  Directors need not be residents of the State of Delaware or stockholders of the Corporation.

Section 3.  Removal.  Directors may be removed from office with or without cause by a vote of stockholders who hold a majority of the shares then entitled to vote at an election of directors.  If any directors are so removed, new directors may be elected at the same meeting.

Section 4.  Resignation.  Any director of the Corporation may resign at any time by giving written notice to the Chairman of the Board of Directors, the Chief Executive Officer, President or Secretary of the Corporation, The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified therein.  The acceptance of such resignation shall not be necessary to make it effective.

Section 5.  Vacancies.  Any vacancy in the Corporation’s Board of Directors may be filled by a majority of the remaining directors.  The stockholders may elect a director at any time to fill a vacancy not filled by the directors.

Section 6.  Compensation.  The directors shall not receive compensation for their services as such, except that the directors shall be entitled to be reimbursed for any reasonable expenses paid by them by reason of their attendance at any regular or special meeting of the Board of Directors or any of its committees, and by resolution of the Board of Directors, the directors may be paid fees, which may include but are not restricted to fees for attendance at meetings of the Board or any of its committees.  Any director may serve the Corporation in any other capacity and receive compensation therefor.

ARTICLE IV

Meetings of Directors

Section 1.  Annual and Regular Meetings.  The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held immediately following the annual meeting of the stockholders.  The Board of Directors may by resolution provide for the holding of regular meetings of the Board on specified dates and at specified times.  If any date for which a regular meeting is scheduled shall be a legal holiday, the meeting shall be held on the next business day

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that is not a legal holiday or on a date designated in the notice of the meeting during either the same week in which the regularly scheduled date falls or during the preceding or following week.  Regular meetings of the Board shall be held at the principal office of the Corporation or at such other place as may be designated in the notice of the meeting.  Notice of annual meetings or any regular meetings held at the principal office of the Corporation and at the usual scheduled time shall not be required.

Section 2.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors, Chief Executive Officer, President or any one director.  Such meetings may be held at the time and place designated in the notice of the meeting.

Section 3.  Notice of Meetings.  The Secretary or other person or persons calling a meeting for which notice is required shall give notice by mail or telegram at least five days before the meeting, or by telephone at least twenty-four hours before the meeting.  Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of the notice. Attendance by a director at a meeting for which notice is required shall constitute a waiver of notice, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.  Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in this notice of such meeting.

Section 4.  Quorum.  A majority of the directors in office shall constitute a quorum for the transaction of business at a meeting of the Board of Directors, but a smaller number may adjourn the meeting from time to time until a quorum shall be present.  Any regular or special directors’ meeting may be adjourned from time to time by those present, whether a quorum is present or not.

Section 5.  Manner of Acting.  Except as otherwise provided by law, those bylaws or the certificate of incorporation of the Corporation or otherwise, the act of the majority of the directors present at a meeting at which a quorum is present shall-be the act of the Board of Directors.

Section 6.  Action Without Meeting.  Action taken by a majority of the directors or of a committee of directors without a meeting is nevertheless Board or committee action, if written consent to the action is signed by all the directors or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action is taken.  Such unanimous written consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business,

Section 7.  Meeting by Use of Conference Telephone.  Any one or more directors or members of a committee may participate in a meeting of the Board or any of its committees by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be

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deemed presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V

Committees

Section 1.  Designation of Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  Any such committee, to the extent provided in these bylaws or in the resolution of the Board of Directors establishing the same, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that no such committee shall have the power or authority (i) to approve or adopt, or recommend to the stockholders of the Corporation, any action or matter expressly required by the General Corporation Law of the State of Delaware to be submitted to the stockholders of the Corporation for approval, or (ii) adopt, amend or repeal any bylaws of the Corporation.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 2.  Executive Committee.  There may be an Executive Committee of not more than three directors designated by resolution passed by a majority of the whole Board of Directors.  Such committee may meet at stated times, or on notice to all by any of their own number.  During intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, except that the Executive Committee shall not have authority to authorize or approve the following matters:

(a)The dissolution, merger or consolidation of the Corporation or the sale, lease or exchange of all or substantially all the property or assets of the Corporation.

(b)The designation of an Executive Committee or any other committee of directors having power to exercise any of the authority of the Board of Directors in the management of the Corporation or the filling of vacancies in the Board of Directors or in such committee.

(c)The fixing of compensation of the directors for serving on the Board of Directors or on such committee.

(d)The amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

(e)The matters set forth in items (i) and (ii) of Section 1 of this Article V.

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Vacancies in the membership of the Executive Committee shall be filled by a majority of the whole Board of Directors at a regular meeting or at a special meeting called for that purpose.

Section 3.  Minutes.  Each committee shall keep minutes of its proceedings and shall report thereon to the Board of Directors at or before the next meeting of the Board.

Section 4.  Action Without Meeting, Telephonic Meeting.  Action may be taken by each committee in the manner allowed by the Board of Directors pursuant to Sections 6 and 7 of Article IV.

ARTICLE VI

Officers

Section 1.  Titles.  The Board of Directors shall have the exclusive power and authority to elect from time to time such officers the Corporation including a Chairman, Vice Chairman, Chief Executive Officer, President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, General Counsel, one or more Associate General Counsels, Chief Financial Officer, Treasurer, Controller, Secretary, one or more Assistant Treasurers, one or more Assistant Controllers, one or more Assistant Secretaries, and such other officers as it shall deem necessary.  Except as otherwise provided in these bylaws, the additional officers shall have the authority and perform the duties as from time to time may be prescribed by the Board of.  Directors.  Any two or more offices may be held by the same individual, but no officer may act in more than one capacity where action of two or more officers is required,

Section 2.  Election and Term.  The officers of the Corporation shall be elected by the Board of Directors at the regular meeting of the Board held each year immediately following the annual meeting of the stockholders. Each officer shall hold office until the next regular meeting at which officers are to be elected and until a successor is elected and qualifies or until his death, resignation, or removal pursuant to these bylaws,

Section 3.  Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Corporation will be served, but removal shall be without prejudice to any contract rights of the individual removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.  Vacancies.  Vacancies among the officers may be created and filled by the Board of Directors.

Section 5.  Compensation.  The compensation and all other terms of employment of the officers shall be fixed by the disinterested members of the Board of Directors.  No officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the Corporation.

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Section 6.  Chairman of the Board of Directors.  The Chairman of the Board of Directors, if such officer is elected, shall preside at all meetings of the stockholders and the Board of Directors and shall have such other authority and perform such other duties as the Board of Directors shall designate.

Section 7.  Vice Chairman.  The Vice Chairman, if such officer is elected, shall have such powers and perform such duties as the Board of Directors or the Chairman of the Board of Directors (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these bylaws.  In the absence of Chairman of the Board of Directors, the Vice Chairman shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 8.  Chief Executive Officer.  Subject to such powers, if any, as may be given by the Board of Directors to the Chairman of the Board of Directors, if there is such officer, the Chief Executive Officer shall have supervision over and may exercise general executive powers concerning all of the operations and business of the Corporation, with the authority from time to time to delegate to other officers such executive and other powers and duties as he may deem advisable.  If there be no Chairman of the Board of Directors or Vice Chair, or in their absence, the Chief Executive Officer shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 9.  President.  The President shall perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may delegate from time to time or as may be provided by applicable law or elsewhere in these bylaws.

Section 10.  Executive Vice Presidents, Senior Vice Presidents and Vice Presidents.  The Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, if such officers are elected, shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these bylaws.  At the request of the Chairman of the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) any Vice President shall exercise the powers of the President during that officer’s absence or inability to act.  Any action taken by a Vice President in the performance of the duties of the President shall be presumptive evidence of the absence or inability to act of the President at the time the action was taken.

Section 11.  General Counsel.  The General Counsel shall advise and represent the Corporation generally in all legal matters and proceedings, and shall act as counsel to the Board of Directors and the Executive Committee.  The General Counsel may sign and execute pleadings, powers of attorney pertaining to legal matters, and any other contracts and documents in the regular course of his duties.

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Section 12.  Associate General Counsels.  Each Associate General Counsel shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, General Counsel, or Board of Directors, and the Associate General Counsels shall exercise the powers of the General Counsel during that officer’s absence or inability to act.

Section 13.  Chief Financial Officer.  The Chief Financial Officer of the Corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares.  The books of account shall at all reasonable times be open to inspection by any director for a purpose reasonably related to his position as a director.  The Chief Financial Officer shall render to the Chief Executive Officer, and Board of Directors, whenever they may request it, an account of the transactions of the Corporation and of the financial condition of the Corporation.  The Chief Financial Officer shall have such other powers and perform such other duties as the Board of Directors shall designate or as may be provided by applicable law or elsewhere in these bylaws.

Section 14.  Treasurer.  The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. The Treasurer shall keep full and accurate accounts of the finances of the Corporation and shall cause a true statement of the assets and liabilities of the Corporation as of the close of each fiscal year and of the results of its operations and of changes in surplus, all in reasonable detail, to be made and filed at the principal office of the Corporation within three months after the end of the fiscal year. The statement shall be available for inspection by any stockholder for a period of ten years, and the Treasurer shall mail or otherwise deliver a copy of the latest statement to any stockholder upon written request.  The Treasurer shall in general perform all duties incident to the office and such other duties as may be assigned from time to time by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors. If a Chief Financial Officer has not been elected or appointed, the Treasurer shall perform the duties of the Chief Financial Officer unless and until a Chief Financial Officer is elected by the Board of Directors

Section 15.  Controller and Assistant Controllers.  The Controller shall have charge of the accounting affairs of the Corporation and shall have such other powers and perform such other duties as the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors shall designate.  Each Assistant Controller shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors and the Assistant Controllers shall exercise the powers of the Controller during that officer’s absence or inability to act.

Section 16.  Assistant Treasurers.  Each Assistant Treasurer shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, Treasurer, or Board of Directors, and the Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

Section 17.  Secretary.  The Secretary shall keep accurate records of the acts and proceedings of all meetings of stockholders and of the Board of Directors and shall give all

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notices required by law and by these bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it.  The Secretary shall have general charge of the stock transfer books of the Corporation and shall keep at the principal office of the Corporation a record of stockholders, showing the name and address of each stockholder and the number and class of the shares held by each.  The Secretary shall sign such instruments as may require the signature of the Secretary, and in general shall perform the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Chief Executive Officer, President, or Board of Directors.

Section 18.  Assistant Secretaries.  Each Assistant Secretary shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Secretary, or Board of Directors, and the Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.

Section 19.  Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at meetings of the stockholders of any Corporation in which this Corporation may hold stock, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such stock and which, as the owner, the Corporation might have possessed and exercised if present. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

ARTICLE VII

Capital Stock

Section 1.  Certificates.  Certificates for shares of the capital stock of the Corporation shall be in such form not inconsistent with the certificate of incorporation of the Corporation as shall be approved by the Board of Directors.  The certificates shall be consecutively numbered or otherwise identified.  The name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer records of the Corporation.  Each certificate shall be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President and by the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer; provided, that where a certificate is signed by a transfer agent or assistant transfer agent of the Corporation, the signatures of such officers of the Corporation upon the certificate may be by facsimile, engraved or printed. Each certificate shall be sealed with the seal of the Corporation or a facsimile thereof.

Section 2.  Transfer of Shares.  Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificate for the shares sought to be transferred by the record holder or by a duly authorized agent, transferee or legal representative.  All certificates surrendered for transfer shall be canceled before new certificates for the transferred shares shall be issued.

Section 3.  Restrictions on Transfer of Shares.  Shares of capital stock of the Corporation shall not be transferred except as provided under the terms of any agreements

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among the holders of such shares.  Each stock certificate issued by the Corporation representing shares of its common or preferred stock shall bear an appropriate reference to the above-mentioned restriction.

Section 4.  Transfer Agent and Registrar.  The Board of Directors may appoint one or more transfer agents and one or more registrars of transfers and may require all stock certificates to be signed or countersigned by the transfer agent and registered by the registrar of transfers,

Section 5.  Regulations.  The Board of Directors shall have power and authority to make rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of capital stock of the Corporation.

Section 6.  Lost Certificates.  The Board of Directors may authorize the issuance of a new certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit from the person explaining the loss or destruction.  When authorizing issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in a sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring a bond.

ARTICLE VIII

General Provisions

Section 1.  Dividends.  The Board of Directors may from time to time declare, and the Corporation may pay, dividends out of its earned surplus on its outstanding shares in the manner and upon the tams And conditions provided by law.

Section 2.  Seal.  The seal of the Corporation shall have inscribed thereon the name of the Corporation and “Delaware” around the perimeter, and the words “Corporate Seal” in the center.

Section 3.  Waiver of Notice.  Whenever notice is required to be given to a stockholder, director or other person under the provisions of these bylaws, the certificate of incorporation of the Corporation or by applicable law, a waiver in writing signed by the person or persons entitled to the notice, whether before or alter the time stated in the notice, shall be equivalent to giving the notice.

Section 4.  Depositories and Checks.  All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate.

Section 5.  Bond.  The Board of Directors may by resolution require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with

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sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board.

Section 6.  Loans.  No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 7. Taxable Year.  The taxable year of the Corporation shall be the period ending on December 31 of each year or such other period as the Board of Directors shall from time to time determine.

Section 8.  Indemnification of Directors, Officers, Employees and Agents.

(a)Right to Indemnification.  Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the ease of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitees heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.  The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Delaware General Corporation Law requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation, service to art employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further

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right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise (hereinafter an “undertaking”).

(b)Right of Indemnitee to Bring Suit.  If a claim under paragraph (a) of this Section is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the ease of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.  In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Section or otherwise shall be on the Corporation.

(c)Non-Exclusivity of Rights.  The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the certificate of incorporation of the Corporation, these bylaws, by agreement, by vote of stockholders or disinterested directors or otherwise.

(d)Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss under the Delaware General Corporation Law.

(e)Indemnification of Agents of the Corporation.  The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses, to any agent of the Corporation to

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the fullest extent of the provisions of the Section with respect to the indemnification and advancement of expenses of directors, officers and employees of the Corporation.

Section 9.  Amendments.  Unless otherwise provided in the articles of incorporation or a bylaw adopted by the stockholders or by law, these bylaws may be amended or repealed by the board of directors, except that a bylaw adopted, amended or repealed by the stockholders may not be readopted, amended or repealed by the board of directors if neither the articles of incorporation nor a bylaw adopted by the stockholders authorizes the board of directors to adopt, amend or repeal that particular bylaw or the bylaws generally without the assent or vote of the stockholders.  These bylaws may be amended or repealed by the stockholders even though the bylaws may also be amended or repealed by the board of directors.  A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed (a) if originally adopted by the stockholders, only by the stockholders, unless such bylaw as originally adopted by the stockholders provides that such bylaw may be amended or repealed by the board of directors or (b) if originally adopted by the board of directors, either by the stockholders or by the board of directors.  A bylaw that fixes a greater quorum or voting requirement may not be adopted by the board of directors by a vote less than a majority of the directors then in office and may not itself be amended by a quorum or vote of the directors less than the quorum or vote prescribed in such bylaw or prescribed by the stockholders:

Section 10.  Stockholders Agreement.  To the extent that the provisions of these Bylaws are inconsistent with any stockholders agreement subsequently entered into by the holders of the Corporation’s capital stock, the stockholders agreement shall control.

* * * *

14

THIS IS TO CERTIFY that the above Bylaws of JACK COOPER RAIL AND SHUTTLE, INC. were duly adopted by the Board of Directors of the Corporation by action taken by unanimous written consent effective the 18th day of November, 2013.

This 18th day of November, 2013.

/s/ Theo A. Ciupitu

Theo A. Ciupitu, Secretary

15

EX-3.17.1

Exhibit 3.17.1

CERTIFICATE OF INCORPORATION

OF

UNITED TRANSPORTS, INC.

FIRST.    The name of the corporation is UNITED TRANSPORTS, INC.

SECOND.     Its principal office in the State of Delaware la located at No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name and address of its resident agent, is The Corporation Trust Company, No. 100 West Tenth Street, Wilmington, Delaware.

THIRD.      The nature of the business, or objects or purposes to be transacted, promoted or carried on are: to engage in the transportation of property by motor vehicle; to engage in transportation of motor vehicles under own power; to engage in the general transportation business and to buy, sell, lease or operate other motor carriers to engage in or arrange for transportation of property by railroad or water-way; to operate as common or contract carrier by motor vehicle, railroad or barge; to operate warehouses and engage in ware-housing business; to buy, sell, deal and engage in the sale of motor vehicles and parts; to buy, sell, deal or engage In the sale or storage of petroleum producte; to buy, sell, deal and engage in the sale of tires and other rubber producte; to own, manage or operate rail, motor or water freight terminals with all other incidental purposes necessary to foregoing.

To manufacture, purchase or otherwise acquire, own, mortgage, pledge, sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this corporation.

To guarantee, purchase, hold, sell, assign, transfer mortgage, pledge or otherwise dispose of shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by any other corporation or corporations organized under the laws of this state or any other state, country nation or government, and while the owner thereof to exercise all the rights, powers and privileges of ownership, including the right to vote thereon.

To enter into, make and perform contracts of every kind and description with any person, firm, association, corporation, municipality, county, state, body politic or government or colony or dependency thereof.

2

To borrow or raise moneys for any of the purposes of the corporation and, from time to time, without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital except as otherwise permitted by law, and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

To have one or more offices, to carry on all or any of its operations and business and without restriction or limit as to amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey, or otherwise dispose of real and personal property of every class and description in any of the States, Districts, Territories or Colonies of the United States, and in any and all foreign countries, subject to the laws of such State, District, Territory, Colony or Country.

In general, to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by the laws of Delaware upon corporations

3

formed under the act hereinafter referred to, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do.

The objects and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this certificate of incorporation, but the objects and purposes specified in each of the foregoing clauses of this article shall be regarded as independent objects and purposes.

FOURTH:      The total number of shares of which the corporation shall have authority to issue to One Thousand (1,000); all of such shares shall be without par value.

FIFTH:     The amount of capital with which the corporation will commence business 1. One Thousand Dollars (1,000.00).

SIXTH:     The names and places of residence of the incorporators are as follows;

NAMES	RESIDENCES
L. E. Gray	Wilmington, Delaware
L. H. Herman	Wilmington, Delaware
Walter Lenz	Wilmington, Delaware

SEVENTH:   The corporation is to have perpetual existence.

EIGHTH:    The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

4

NINTH:     In furtherance, and not in limitation of the powers conferred by statute, the board of directors is ex-presaly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose or to abolish any such reserve in the Banner in which it was created.

By resolution or resolutions, passed by a majority of the whole board to designate one or more committees, each committee to conslat of two or more of the directors of the corporation, which, to the extent provided in said resolution or resolutions or in the by-laws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

5

When and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a stock-holders’ meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding, to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be in whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

The corporation may in its by-laws confer powers upon its board of directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon it by statute.

TENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stock-holders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 3883 of the Revised Code of 1915 of said

6

State, or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 43 of the General Corporation Law of the State of Delaware, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said Court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the sale compromise or arrangement and the said reorganization shall, if sanctioned by the Court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stock-holders, of this corporation, as the case may be, and also on this corporation

ELEVENTH:    Both stockholders and directors shall have power, if the by-laws so provide, to hold their meet-ings, and to have one or more offices within or without the State of Delaware, and to keep the books of this corporation (subject to the provisions of the statutes), outside of the State of Delaware at such places as may be from time to time designated by the board of directors.

TWELFTH:     The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

7

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the General Corporation Law of the State of Delaware, being Chapter 66 of the Revised Code of Delaware, and the aote amendatory thereof and supplemental thereto, do make this certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands and [ILLEGIBLE] this 26th day of January, A. D. 1939.

/s/ L. E. Gray	[SEAL]
/s/ L. H. Herman	[SEAL]
/s/ Walter Lenz	[SEAL]

In presence of

/s/ Harold Grantland

8

STATE Of DELAWARE	)
	)	SS:
COUNTY OF NEW CASTLE	)

BE IT REMEMBERED, That on this 26th day of January, A. D. 1939, personally came before me Harold E. Grantland, a Notary Public for the State of Delaware, L. E. Gray, L. H. Herman and Walter Lenz, all of the parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be the act and deed of the signers respectively and that the facts therein stated are truly set forth.

GIVEN under my hand and seal of office the day and year aforesaid.

/S/ Harold E. Grantland

Notary Public.

[SEAL]

9

EX-3.17.2

Exhibit 3.17.2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

UNITED TRANSPORTS, INC.

THIS IS TO CERTIFY:

THAT UNITED TRANSPORTS, INC. is a corporation created by and existing under the laws of the State of Delaware, the resident agent in charge of its principal office in the State of Delaware being THE CORPORATION TRUST COMPANY, 100 West Tenth Street, Wilmington, Delaware;

THAT the Board of Directors of said Corporation did adopt resolutions setting forth proposed amendment to its Certificate of Incorporation, declaring the advisability of such amendment and calling a meeting of stockholders entitled to vote in respect thereof for the consideration of the said amendments;

THAT said meeting of stockholders was duly called and held in accordance with the by-laws of said Corporation and the statutes of the State of Delaware; that at said meeting a vote of the stockholders entitled to vote was taken by ballot for and against the proposed amendment, which vote was conducted in accordance with the law by two judges appointed for that purpose;

THAT the stockholders holding a majority of the stock of the said Corporation entitled to vote upon the amendments voted in favor of the said amendments, and that the said

judges made out a certificate accordingly and subscribed and delivered it to the Secretary of the Corporation;

THAT the said amendments are as follows:

That Section “FOURTH” of the Certificate of Incorporation be stricken out and the following inserted in lieu thereof:

“FOURTH. The total number of shares of stock which this Corporation is authorized to issue is ten thousand (10,000) shares without par value, of which one thousand (1,000) shares are Class “A” common stock, and nine thousand (9,000) shares are Class “B” common stock.

“All voting rights shall be vested exclusively in the holders of Class “A” common stock, the right to increase or decrease the authorized stock of any class or classes being specifically reserved to the holders of Class “A” common stock, together with the right to vote on questions of merger, consolidation, or the sale of all or of substantially all of the assets of the Corporation.

“Class “B” common stock shall have and possess no voting powers whatsoever except as may be made mandatory by law.

“Dividends shall be declared and paid upon both Class “A” and Class “B” common stock upon a basis of the combined total number of outstanding shares or both classes of common stock without preference or distinction.

“In the event of a dissolution, liquidation, or partial liquidation of this Corporation, all funds or property available for distribution to its stockholders shall be ratably paid and distributed to and among the holders of the outstanding Class “A” common stock and Class “B” common stock without preference or distinction as to class, and in such event, the basis of such ratable distribution shall be the total number of outstanding shares of both classes.”

That the following be added to the Certificate of Incorporator of this Corporation:

“THIRTEENTH.The directors of this Corporation shall be elected in the manner provided for in its by-laws.”

THAT the said amendments were duly adopted in accordance with the provisions of Section 20 of the General Corporation Law of the State of Delaware;

THAT the changing of the number of shares of stock

which this Corporation is authorized to issue will not reduce the capital of said Corporation, and that the amount of the capital of said Corporation represented by the new shares will be the same as the amount of the capital represented by the shares so changed.

IN WITNESS WHEREOF the said Corporation has caused this certificate to be made and signed by its President and Assistant Secretary, and its seal to be affixed hereto this 10th day of July, 1941.

UNITED TRANSPORTS, INC.

By:

/s/ Roy G. Woods

Roy G. Woods, President

/s/ Floyd R. Foster

Floyd R. Foster, Ass’t. Sec’y.

[SEAL]

ACKNOWLEDGMENT

STATE OF OKLAHOMA	)
	)  SS.
COUNTY OF OKLAHOMA	)

BE IT REMEMBERED that on this the 10th day of July, 1941, before me, the subscriber, a Notary Public in and for the State and County aforesaid, personally appeared Roy G. Woods, President of United Transports, Inc., the corporation mentioned in the foregoing certificate, known

to me, and acknowledged said certificate to be his act and deed and the act and deed of the said Corporation, and that the seal thereto affixed was the seal of the said Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written.

/s/ C. D. Johnson

Notary Public

[SEAL]

My Commission expires .

EX-3.17.3

Exhibit 3.17.3

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

UNITED TRANSPORTS, INC.

THIS IS TO CERTIFY:

THAT UNITED TRANSPORTS, INC. is a corporation created by and existing under the laws of the State of Delaware, the resident agent in charge of its principal office in the State of Delaware being THE CORPORATION TRUST COMPANY, 100 West Tenth Street, Wilmington, Delaware;

THAT the Board of Directors of said Corporation did adopt resolutions setting forth proposed amendment to its Certificate of Incorporation, declaring the advisability of such amendment and calling a meeting of stockholders entitled to vote in respect thereof for the consideration of the said amendments;

THAT said meeting of stockholders was duly called and held in accordance with the by-laws of said Corporation and the statutes of the State of Delaware; that at said meeting a vote of the stockholders entitled to vote was taken by ballot for and against the proposed amendment, which vote was conducted in accordance with the law by two judges appointed for that purpose;

THAT the stockholders holding a majority of the stock of the said Corporation entitled to vote upon the amendments voted in favor of the said amendments, and that the said

judges made out a certificate accordingly and subscribed and delivered it to the Secretary of the Corporation;

THAT the said amendment is as follows:

That Section “FOURTH” of the Certificate of Incorporation, as previously [ILLEGIBLE], be stricken out and the following inserted in lieu thereof:

“FOURTH. The total number of shares of stock which this Corporation is authorized to issue is ten thousand (10,000) shares, with a per value of Ten Dollars ($10.00) per share, of which one thousand (1,001) shares are Class “A” common stock, and nine thousand (9,000) shares are Class “B” common stock.

“All voting rights shall be vested exclusively in the holders of Class “A” common stock, the right to increase or decrease the authorized stock of any class or classes being specifically reserved to the holders of Class “A” common stock, together with the right to vote on questions of merger, consolidation, or the sale of all or of substantially all of the assets of the Corporation.

“Class “B” common stock shall have and possess no voting power whatsoever.

“Dividends shall be declared and paid upon both Class “A” and Class “B” common stock upon a basis of the combined total number of outstanding shares or both classes of common stock without preference or distinction.

“In the event of a dissolution, liquidation, or partial liquidation of this Corporation, all funds or property available for distribution to its stockholders shall be ratably paid and distributed to and among the holders of the outstanding Class “A” common stock and Class “B” common stock without preference or distinction as to class, and in such event, the basis of such ratable distribution shall be the total number of outstanding shares of both classes.”

THAT the said amendment was duly adopted in accordance with the provisions of Section 20 of the General Corporation Law of the State of Delaware;

THAT the changing of the number of shares of stock which this Corporation is authorized to issue will not reduce the capital of said Corporation, and that the amount of the capital of said Corporation represented by the new shares will be the same as the amount of the capital represented by the shares so changed.

IN WITNESS WHEREOF the said Corporation has caused

this certificate to be made and signed by its President and Assistant Secretary, and its seal to be affixed hereto this 31st day of July, 1941.

UNITED TRANSPORTS, INC.

By:

/s/ Roy G. Woods

Roy G. Woods, President

/s/ Floyd R. Foster

Floyd R. Foster, Ass’t Secretary

[SEAL]

ACKNOWLEDGMENT

STATE OF OKLAHOMA	)
	)  SS.
COUNTY OF OKLAHOMA	)

BE IT REMEMBERED that on this the 31st day of July, 1941, before me, the subscriber, a Notary Public in and for the State and County aforesaid, personally appeared Roy G. Woode and Floyd R. Foster, President and Ass’t Secretary, respectively, of United Transports, Inc., the corporation mentioned in the foregoing certificate, known to me, and acknowledged said certificate to be his act and deed and the act and deed of the said Corporation, and that the seal thereto affixed was the seal of the said Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written.

/s/ C. D. Johnson

C. D. Johnson

Notary Public

[SEAL]

My Commission expires .

EX-3.17.4

Exhibit 3.17.4

SECOND CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

UNITED TRANSPORTS, INC.

THIS IS TO CERTIFY:

THAT United Transports, Inc. is a corporation created by and existing under the laws of the State of Delaware, the resident agent in charge of its principal office in the State of Delaware being THE CORPORATION TRUST COMPANY, 100 West Tenth Street, Wilmington, Delaware;

THAT the Board of Directors of said Corporation did, on the tenth day of October, 1957, adopt resolutions setting forth proposed amendments to its Certificate of Incorporation, declaring the advisability of such amendments and calling a meeting of stockholders entitled to vote in respect thereof for the consideration of the said amendments;

THAT said meeting of stockholders was duly called and held on the fifteenth day of October, 1957, in accordance with the By-Laws of said Corporation and the statutes of the State of Delaware; that at said meeting a vote of the stockholders entitled to vote was taken by ballot for and against the proposed amendments, which vote was conducted in accordance with the law by two judges appointed for that purpose;

THAT the stockholders holding a majority of the stock of the said Corporation entitled to vote upon the amendments voted in favor of the said amendments, and that the said judges made [ILLEGIBLE] a certificate accordingly and subscribed and delivered it to the Secretary of the Corporation;

THAT the said amendment is as follows:

That the second grammatical paragraph of Section “THIRD” of the Certificate of Incorporation be stricken out and the following be inserted in lieu thereof:

“To manufacture, purchase or otherwise acquire, own, mortgage, pledge, sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description; to acquire, purchase or otherwise own, hold, use, mortgage, assign, grant, sell, or otherwise dispose of suburban and rural lands outside of any incorporated town or city for any and all purposes of engaging in ranching and farming pursuits of all classes and kinds.”

THAT the said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware.

IN WITNESS WHEREOF the said Corporation has caused this certificate to be made and signed by its President and Secretary, and its seal to be affixed hereto this 22nd day of October, 1957.

	UNITED TRANSPORTS, INC.
By	/s/ R. C. Cunningham
	R. C. Cunningham, President

[SEAL]

ATTEST:

/s/ E.V. Davis

E.V. Davis, Secretary

ACKNOWLEDGMENT

STATE OF OKLAHOMA	)
	)  SS.
COUNTY OF OKLAHOMA	)

BE IT REMEMBERED that on this the 22nd day of October, 1957, before me, the subscriber, a Notary Public in. and for the State and County

2

aforesaid, personally appeared R. C. Cunningham, President of United Transports, Inc., the corporation mentioned in the foregoing certificate, known to me, and acknowledged said certificate to be his act and deed and the act and deed of the said Corporation, and that the seal thereto affixed was the seal of the said Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written.

[SEAL]	/s/ Mary M. Payne
	, Notary Public
My Commission Expires Sept. 23, 1959

3

EX-3.17.5

Exhibit 3.17.5

8403350260	FILED
	NOV 30 1984
	3.30 P.M.
	[ILLEGIBLE]
	SECRETARY OF STATE

CERTIFICATE OF MERGER

OF

JACK COOPER TRANSPORT COMPANY, INC.

INTO

UNITED TRANSPORTS, INC.

Pursuant to Section 252 of the General Corporation Law of the State of Delaware, the undersigned, United Transports, Inc., a Delaware corporation, certifies as follows.

1.The name and state of incorporation of each of the constituent corporations of the merger is as follows:

	State of
Name	Incorporation
United Transports, Inc.	Delaware
Jack Cooper Transport Company, Inc.	Missouri

2.Each of the constituent corporations has approved, adopted, certified, executed and acknowledged an Agreement and Plan of Merger in accordance with the requirements of Section 252(c) of the General Corporation Law of the State of Delaware.

3.United Transports, Inc. shall be the surviving corporation. The name of United Transports, Inc. shall be changed in the merger to “Jack Cooper Transport Company, Inc.”, pursuant to the amendment to the First Article of the Certificate of Incorporation of United Transports, Inc. set forth below.

4.The following amendments to the Certificate of Incorporation of United Transports, Inc. are to be effected by the merger:

(a)The First Article of the Certificate of Incorporation of United Transports, Inc. shall be amended so that, as amended, such Article shall be and read as follows:

First.The name of the corporation is:

Jack Cooper Transport Company, Inc.

(b)The Fourth Article of the Certificate of Incorporation of United Transports, Inc. shall be amended so that, as amended, such Article shall be and read as follows:

Fourth:The corporation shall have authority to issue 80,000 shares of common stock, each with a par value of $5.00 per share, consisting of

35,000 shares of Class A common stock, 25,000 shares of Class B common stock and 20,000 shares of Class C common stock.

All shares of common stock, whether shares of Class A, shares of Class B or shares of Class C, and all powers and rights pertaining thereto, including any rights in the assets and profits of the corporation, are and shall be identical, excepting only the rights with respect to voting and dividends as follows:

(a)Except as is otherwise required by law with respect to specific matters upon which the holders of Class A common stock and Class C common stock must, or shall, be entitled to vote, all voting rights shall be vested exclusively in the holders of Class B common stock and none of the holders of Class A common stock or Class C common stock shall have any voting rights.

(b)Each stockholder of the corporation holding Class B common stock shall be entitled to one vote for each share standing of record in his name on the stock record books of the corporation, except that each stockholder may vote his shares of Class B common stock cumulatively in all elections of directors.

(c)Dividends declared and paid each calendar year in the discretion of the board of directors of the corporation must be declared and paid in the following order and amounts:

(i)First, to the holders of Class, A common stock; provided, however, that at the same time that the board of directors first declares dividends in a calendar year on Class A common stock, it may also, but is not obligated to, declare dividends, to the holders of Class C common stock in an amount per share of up to 110% of the amount of dividends per share declared on Class A common Stock;

(ii)Second, after the first declaration of dividends by the boards of directors in a calendar year, the board

2

of directors may declare no further dividends on Class A common stock until it hat declared dividends on Class C common stock in an aggregate amount per share during such calendar year equal to 110% of the dividends previously declared on Class A common stock in such calendar year. Contemporaneously with or after the board of directors declares such amount of dividends on Class C common stock, the board of directors may declare further dividends in such calendar year on Class A common stock.

(iii)Third, all further dividends shall be declared in such calendar year on Class A common stock and Class C common stock in the manner described in Article Fourth, paragraph (c) (ii) above.

Although the board of directors may declare dividends on Class B common stock at any time during a calendar year, no dividends shall be declared on Class B common stock in any calendar year unless the board of directors has at that time declared dividends on Class C common stock in an aggregate amount per share during such calendar year equal to 110% of the aggregate dividends per share declared on Class A common stock in such calendar year.

(d)At any time, the holder of Class A common stock may, at his option, convert all or any part of his shares of Class A common stock into shares of Class C common stock on a one-for-one basis upon the surrender to the corporation’s secretary of such holder’s stock certificates evidencing the ownership of the number of shares of Class A common stock to be exchanged for Class C common stock. At any time, the holder of Class C common stock may, at his option, convert all or any part of his Class C common stock into shares of Class A common stock on a one-for-one basis upon the surrender to the corporation’s secretary of such stock certificates evidencing the ownership of the number of shares of Class C common stock to be exchanged for Class. A common stock.

(e)No holder of any share of the corporation’s stock shall have any preemptive rights to acquire additional shares.

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5.The executed Agreement and Plan of Merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 3501 Manchester Trafficway, Kansas City, Missouri 64129.

6.A copy of the Agreement and Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

7.The authorized capital stock of Jack Cooper Transport Company, Inc. consists of 50,000 shares of $5.00 par value Class A non-voting common stock and 100,000 shares of $5.00 par value Class B voting common stock.

In witness whereof, this Certificate of Merger has been executed on behalf of United Transports, Inc. by Thom R. Cooper, president of the corporation, and attested to by the secretary of the corporation on November 30, 1984.

	UNITED TRANSPORTS, INC.
	By	/s/ Thom R. Cooper
		Thom R. Cooper, President
ATTEST:
/s/ John H. Kreamer
Secretary

STATE OF MISSOURI	)
	) SS.
COUNTY OF JACKSON	)

On this 30th day of November, 1984, before me, the undersigned notary public, personally appeared Thom R. Cooper, president of United Transports, Inc., a Delaware corporation, known to me to be the person who executed the within Certificate of Merger in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated.

In witness whereof, I have hereunto set my hand and affixed my official seal the day and year last above written.

/s/ Yvonne McKenzie

Notary Public in and for said County and State

[SEAL]

4

Certificate of Merger of the “JACK COOPER TRANSPORT COMPANY, INC.”, a corporation organized and existing under the laws of the State of Missouri, merging with and into “UNITED TRANSPORTS INC.”, a corporation organized and existing under the laws of the State of Delaware, under the name of “JACK COOPER TRANSPORT COMPANY, INC.”, as received and filed in this office the thirtieth day of November, A.D. 1984, at 3:30 o’clock P.M.

And I do hereby further certify that the aforesaid Corporation shall be governed by the laws of the State of Delaware.

EX-3.17.6

Exhibit 3.17.6

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

JACK COOPER TRANSPORT COMPANY, INC.

Pursuant to the provisions of the Delaware General Corporation Law, the undersigned corporation hereby certifies as follows:

1.             Jack Cooper Transport Company, Inc., is a corporation organized and existing under the laws of the State of Delaware.

2.             Effective as of May 28, 1985, the board of directors of the corporation adopted a resolution setting forth the following amendment to the corporation’s Articles of Incorporation and declared its advisability:

RESOLVED, that, ARTICLE FOURTH of the Articles of Incorporation of the corporation be, and it hereby is, amended to add the following paragraph (f) thereto:

(f)            At any time, the holder of Class B common stock may, at his option, convert all or any part of his shares of Class B common stock into shares of Class A or Class C common stock on a one-for-one basis upon the surrender to the corporation’s secretary of such holder’s stock certificate evidencing the ownership of the number of shares of Class B common stock to be exchanged for Class A or Class C common stock.

3.             The directors submitted the amendment to the stockholders of the corporation for their approval.

4.             Effective as of May 28, 1985, the stockholders of the corporation approved the amendment.

5.             The amendment was duly adopted in accordance with the provisions of Delaware General Corporation Law § 242.

In witness whereof, the undersigned. Thom R. Cooper, Chairman of the Board of Diretors of the corporation, has executed this instrument on behalf of the corporation and the Secretary of the corporation has attested such signature on the 26th day of November, 1985.

1

		JACK COOPER TRANSPORT COMPANY, INC.
		By	/s/ Thom R. Cooper
			Chairman of the Board
ATTEST:
[SEAL]
/s/ John H. Kreamer
Secretary
STATE OF MISSOURI	)
	) SS.
COUNTY OF JACKSON	)

The foregoing instrument was acknowledged before me this       day of       , 1985 by Thom R. Cooper, Chairman of the Board of Jack Cooper Transport Company, Inc., a Delaware corporation, on behalf of the corporation.

/s/ Yvonne McKenzie

Notary Public in and for said

County and State

My commission expires:

9/14/89

2

EX-3.17.7

Exhibit 3.17.7

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

JACK COOPER TRANSPORT COMPANY, INC.

Pursuant to the provisions of the Delaware General Corporation Law, the undersigned corporation hereby certifies as follows:

1.Jack Cooper Transport Company, Inc. is a corporation organized and existing under the laws of the State of Delaware.

2.Effective as of December 1, 1986, the board of directors of the corporation adopted resolutions setting forth the following amendments and additions to the corporation’s Articles of Incorporation and declared its advisability:

RESOLVED, that Article Fourth of the Articles of Incorporation of the corporation be and it hereby is amended so that, as amended, such Article shall be and read as follows:

FOURTH.The corporation shall have authority to issue 80,000 shares of common stock, each with a par value of $5.00 per share, consisting of 55,000 shares of Class A common shares and 25,000 shares of Class B common shares.

All shares of common stock, whether shares of Class A or shares of Class B, and all powers and rights pertaining thereto, including any rights in the assets and profits of the corporation, are and shall be identical, excepting only the rights with respect to voting as follows:

(a)Except as is otherwise required by law with respect to specific matters upon which the holders of the Class A common shares must, or shall, be entitled to vote, all voting rights shall be vested exclusively in the holders of the Class B common shares and none of the holders of the Class A common shares shall have any voting rights.

(b)Each shareholder of the corporation holding Class B common shares shall be entitled to one vote for each share standing of record in his name on the stock record books of the corporation, except that

each stockholder may vote his Class B common shares cumulatively in all elections of directors.

No holder of any share of the corporation’s stock shall have any preemptive rights to acquire additional shares.

All Class A common shares outstanding at the date of the adoption of this Amendment to Article Fourth shall remain Class A common shares. All Class B common shares outstanding at the date of the adoption of this Amendment to Article Fourth shall remain Class B common shares and all Class C common shares outstanding at the date of the adoption of this Amendment to Article Fourth shall automatically be converted to Class A common shares on a one-for-one basis.

RESOLVED, that the following Article Fourteenth be added to the Articles of Incorporation:

FOURTEENTH.No director shall be liable to the corporation or its stockholders for any breach of a fiduciary duty as a director, except that a director may be liable to the corporation or its stockholders for any of the following: (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) any act or omission not in good faith or which involved intentional misconduct or knowing violation of law, (iii) any act pursuant to Section 174 of the Delaware General Corporation Code regarding unlawful payments of dividends, or (iv) any transaction from which the director derived a personal benefit. The foregoing limitations on personal liability of a director shall not apply to any act or omission occurring prior to the date when this amendment to the Articles of Incorporation becomes effective.

3.The directors submitted the amendments to the stockholders of the corporation for their approval.

4.Effective as of December 2, 1986, the stockholders of the corporation approved the amendments. Of the 45,628.66 outstanding shares of the corporation’s stock entitled to vote on

2

the amendments, all shares voted for the amendments and no shares voted against the amendments.

5.The amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

In witness whereof, the undersigned, R. A. Pearson, President of the corporation, has executed this instrument on behalf of the corporation and the Secretary of the corporation has attested such signature on the 18th day of December, 1986.

JACK COOPER TRANSPORT COMPANY, INC.
By	/s/ R. A. Pearson
	President

ATTEST:

[SEAL]

/s/ John H. Kreamer

Secretary

STATE OF MISSOURI	)
	) SS.
COUNTY OF JACKSON	)

The foregoing instrument was acknowledged before me this 18th day of December, 1986, by R. A. Pearson, President of Jack Cooper Transport Company, Inc , a Delaware corporation, on behalf of the corporation.

	/s/ Virginia R. Carpenter
	Notary Public in and for said
	County and State
My commission expires:
[SEAL]
Virginia R. Carpenter
Notary Public - State of Missouri
Commissioned in Jackson County
My Commission Expires: Aug. 3, 1990

3

EX-3.17.8

Exhibit 3.17.8

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

JACK COOPER TRANSPORT COMPANY, INC.

Pursuant to the provisions of the Delaware General Corporation Law, the undersigned corporation hereby certifies as follows:

1.Jack Cooper Transport Company, Inc. is a corporation organized and existing under the laws of the State of Delaware.

2.Effective as of April 20, 1998, the board of directors of the corporation adopted a resolution setting forth the following amendment to the corporation’s Certificate of Incorporation and declared its advisability:

RESOLVED, that, subject to the approval of the stockholders of the corporation, ARTICLE THIRTEENTH of the Certificate of Incorporation of the corporation shall be, and it hereby is, amended so that, as amended, such ARTICLE shall be and read in its entirety as follows:

ARTICLE THIRTEENTH

The directors of this Corporation shall be elected in the manner provided for in its bylaws; provided, however, that no director may be removed, with or without cause, nor may the number of directors be changed, other than at the annual stockholders meeting, without the approval of stockholders holding at least two-thirds of the issued and outstanding shares of the Corporation’s stock entitled vote thereon. This ARTICLE THIRTEENTH may not be amended except with the approval of stockholders holding at least two-thirds of the issued and outstanding shares of the Corporation’s stock entitled vote thereon.

3.The directors submitted the amendment to the stockholders of the corporation for their approval.

4.Effective as of April 20, 1998, the stockholders of the corporation approved the amendment. Of the 1000 outstanding shares of the corporation’s stock entitled to vote on the amendment, all shares voted for the amendment and no shares voted against the amendment.

5.The amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned, Thom R. Cooper, Jr., Chairman of the Board of the corporation, has executed this instrument on behalf of the corporation and the Secretary of the corporation has attested such signature on the 20th day of April, 1998.

JACK COOPER TRANSPORT COMPANY, INC.
BY	/s/ Thom R. Cooper Jr.
	Thom R. Cooper, Jr., Chairman of the Board

ATTEST:

/s/

Asst. Secretary

STATE OF MISSOURI	)
	) ss.
COUNTY OF JACKSON	)

The foregoing instrument was acknowledged before me this 27th of April, 1998, by THOM R. COOPER, JR., Chairman of the Board of Jack Cooper Transport Company, Inc., a Delaware corporation, on behalf of the corporation.

/s/ Lisa A. Loree

Notary Public in and for said County and State

My commission expires:

[SEAL]

Lisa A. Loree

Notary Public- Notary Seal

STATE OF MISSOURI

Jackson County

My Commission Expires: Sept. 15, 1999

2

EX-3.18

Exhibit 3.18

AMENDED AND RESTATED BYLAWS

OF

JACK COOPER TRANSPORT COMPANY, INC.

ARTICLE I

Offices

Section 1.Principal and Registered Offices.  The principal office of the Corporation shall be located at such place as the Board of Directors may specify from time to time.  The registered office of the Corporation shall be located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19801.

Section 2.Other Offices.  The Corporation may have offices at such other places, either within or without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Stockholders

Section 1.Place of Meeting.  Meetings of stockholders shall be held at the principal office of the Corporation or at such other place or places, either within or without the State of Delaware, as shall either (i) be designated in the notice of the meeting or (ii) be agreed upon at or before the meeting by a majority of the stockholders entitled to vote at the meeting.

Section 2.Annual Meetings.  The annual meeting of stockholders shall be held on any day (except Saturday, Sunday or a holiday) prior to March 15 of each year for the purpose of electing directors of the Corporation and the transaction of such other business as may be properly brought before the meeting.

Section 3.Substitute Annual Meeting.  If the annual meeting is not held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with Section 4 of this Article II.  A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.Special Meetings.  Special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer or the President or by order of the Board of Directors, and shall be called by the Chairman of the Board of Directors, the Chief Executive Officer or the President or by order of the Board of Directors upon the written request of any member of the Board of

Directors or the holder or holders of at least 10% of all the shares of capital stock entitled to vote at the meeting.

Section 5.Notice of Meetings.  Written or printed notice, stating the time and place of the meeting and, in the case of a special meeting, briefly describing the purpose or purposes of the meeting, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder of record entitled to vote at the meeting, by delivering a written notice thereof to him personally, or by mailing such notice in a postage prepaid envelope directed to him at his last address as it appears on the stock records of the Corporation.  It shall be the primary responsibility of the Secretary to give the notice, but notice may be given by or at the direction of the Chairman of the Board of Directors, the Chief Executive Officer or the President or other person or persons calling the meeting.  If a matter (other than the election of directors) is to be considered at an annual meeting on which a vote of stockholders is required by law or otherwise, notice shall be given as if the meeting were a special meeting.  If any stockholder shall, in person or by attorney thereunto authorized, waive in writing notice of any meeting of the stockholders, whether prior to or after such meeting, notice thereof need not be given to him.  Notice of any adjourned meeting of the stockholders shall not be required to be given, except where expressly required by law.

Section 6.Proxies.  A stockholder may attend, represent, and vote his shares at any meeting in person, or be represented and have his shares voted for by a proxy which such stockholder has duly executed in writing.  No proxy shall be valid after eleven (11) months from the date of its execution unless a longer period is expressly provided in the proxy.  Each proxy shall be revocable unless otherwise expressly provided therein or unless otherwise made irrevocable by law.

Section 7.Quorum.  Except as otherwise provided by law, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.  In the absence of a quorum, any officer entitled to preside at, or act as Secretary of, such meeting, shall have the power to adjourn the meeting from time to time until a quorum shall be constituted.  At any such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called.  When a quorum is once present to organize a meeting, the stockholders present may continue to do business at the meeting or at any adjournment thereof notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 8.Voting of Shares.  Each outstanding share of voting capital stock of the Corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders, except as otherwise provided in the certificate of incorporation.  The vote by the holders of a majority of the shares voted on any matter at a meeting of stockholders at which a quorum is present shall be the act of the stockholders on that matter, unless the vote of a greater number is required by law, by the certificate of incorporation, or by these bylaws.  Voting on all matters shall be by voice vote or by a show of hands, unless the holders of a majority of the shares represented at the meeting shall demand a vote by written ballot on a particular matter.

Section 9.Action Without Meeting.  Any action which the stockholders could take at a meeting may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  The consent shall be filed with the Secretary of the Corporation as part of the corporate records.  Such written consent shall have the same force and effect as a vote of stockholders, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business.

Section 10.Meeting by Use of Conference Telephone.  Subject to the requirement for notice of meetings and if permitted by applicable law, stockholders may participate in and hold a meeting of such stockholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 11.Record Date.  The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose.  Such date, in any case, shall be not more than sixty days, and in case of a meeting of stockholders not less ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.  If the stock transfer books are not closed, and no record date is fixed for the determination of stockholders, or of stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed, or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of stockholders.

Section 12.List of Stockholders.  It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock records, either directly or through a transfer agent appointed by the Board of Directors, to prepare and make, at least ten days before every stockholders meeting, a complete list of stockholders entitled to vote at such meeting arranged in alphabetical order.  Such list shall be open to the examination of any stockholder at the principal office of the Corporation for said ten days before such meeting, and shall be produced and kept at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any stockholder who may be present.  The stock records of the Corporation shall be the only evidence of who are the stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting.

ARTICLE III

Board of Directors

Section 1.General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors except as otherwise provided by law, by the certificate of incorporation of the Corporation or by these bylaws.

Section 2.Number, Term and Qualification.  The Board of Directors of the Corporation shall consist of one or more members as determined by the Board of Directors or the Stockholders from time to time.  Each director shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until his death, resignation or removal pursuant to these bylaws.  Directors need not be residents of the State of Delaware or stockholders of the Corporation.

Section 3.Removal.  Directors may be removed from office with or without cause by a vote of stockholders who hold a majority of the shares then entitled to vote at an election of directors.  If any directors are so removed, new directors may be elected at the same meeting.

Section 4.Resignation.  Any director of the Corporation may resign at any time by giving written notice to the Chairman of the Board of Directors, the Chief Executive Officer, President or Secretary of the Corporation.  The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified therein.  The acceptance of such resignation shall not be necessary to make it effective.

Section 5.Vacancies.  Any vacancy in the Corporation’s Board of Directors may be filled by a majority of the remaining directors.  The stockholders may elect a director at any time to fill a vacancy not filled by the directors.

Section 6.Compensation.  The directors shall not receive compensation for their services as such, except that the directors shall be entitled to be reimbursed for any reasonable expenses paid by them by reason of their attendance at any regular or special meeting of the Board of Directors or any of its committees, and by resolution of the Board of Directors, the directors may be paid fees, which may include but are not restricted to fees for attendance at meetings of the Board or any of its committees.  Any director may serve the Corporation in any other capacity and receive compensation therefor.

ARTICLE IV

Meetings of Directors

Section 1.Annual and Regular Meetings.  The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held immediately following the annual meeting of the stockholders.  The Board of Directors may by resolution provide for the holding of regular meetings of the Board on specified dates and at specified times.  If any date for which a regular

meeting is scheduled shall be a legal holiday, the meeting shall be held on the next business day that is not a legal holiday or on a date designated in the notice of the meeting during either the same week in which the regularly scheduled date falls or during the preceding or following week.  Regular meetings of the Board shall be held at the principal office of the Corporation or at such other place as may be designated in the notice of the meeting.  Notice of annual meetings or any regular meetings held at the principal office of the Corporation and at the usual scheduled time shall not be required.

Section 2.Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors, Chief Executive Officer, President or any one director.  Such meetings may be held at the time and place designated in the notice of the meeting.

Section 3.Notice of Meetings.  The Secretary or other person or persons calling a meeting for which notice is required shall give notice by mail or telegram at least five days before the meeting, or by telephone at least twenty-four hours before the meeting.  Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of the notice.  Attendance by a director at a meeting for which notice is required shall constitute a waiver of notice, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.  Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in this notice of such meeting.

Section 4.Quorum.  A majority of the directors in office shall constitute a quorum for the transaction of business at a meeting of the Board of Directors, but a smaller number may adjourn the meeting from time to time until a quorum shall be present.  Any regular or special directors’ meeting may be adjourned from time to time by those present, whether a quorum is present or not.

Section 5.Manner of Acting.  Except as otherwise provided by law, these bylaws or the certificate of incorporation of the Corporation or otherwise, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 6.Action Without Meeting.  Action taken by a majority of the directors or of a committee of directors without a meeting is nevertheless Board or committee action, if written consent to the action is signed by all the directors or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action is taken.  Such unanimous written consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business.

Section 7.Meeting by Use of Conference Telephone.  Any one or more directors or members of a committee may participate in a meeting of the Board or any of its committees by means of a conference telephone or similar communications device which allows

all persons participating in the meeting to hear each other, and such participation in a meeting shall be deemed presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V

Committees

Section 1.Designation of Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  Any such committee, to the extent provided in these bylaws or in the resolution of the Board of Directors establishing the same, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that no such committee shall have the power or authority (i) to approve or adopt, or recommend to the stockholders of the Corporation, any action or matter expressly required by the General Corporation Law of the State of Delaware to be submitted to the stockholders of the Corporation for approval, or (ii) adopt, amend or repeal any bylaws of the Corporation.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 2.Executive Committee.  There may be an Executive Committee of not more than three directors designated by resolution passed by a majority of the whole Board of Directors.  Such committee may meet at stated times, or on notice to all by any of their own number.  During intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, except that the Executive Committee shall not have authority to authorize or approve the following matters:

(a)The dissolution, merger or consolidation of the Corporation or the sale, lease or exchange of all or substantially all the property or assets of the Corporation.

(b)The designation of an Executive Committee or any other committee of directors having power to exercise any of the authority of the Board of Directors in the management of the Corporation or the filling of vacancies in the Board of Directors or in such committee.

(c)The fixing of compensation of the directors for serving on the Board of Directors or on such committee.

(d)The amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

(e)The matters set forth in items (i) and (ii) of Section 1 of this Article V.

Vacancies in the membership of the Executive Committee shall be filled by a majority of the whole Board of Directors at a regular meeting or at a special meeting called for that purpose.

Section 3.Minutes.  Each committee shall keep minutes of its proceedings and shall report thereon to the Board of Directors at or before the next meeting of the Board.

Section 4.Action Without Meeting; Telephonic Meeting.  Action may be taken by each committee in the manner allowed by the Board of Directors pursuant to Sections 6 and 7 of Article IV.

ARTICLE VI

Officers

Section 1.Titles.  The Board of Directors shall have the exclusive power and authority to elect from time to time such officers the Corporation including a Chairman of the Board of Directors, Vice Chairman, Chief Executive Officer, President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, General Counsel, one or more Associate General Counsels, Chief Financial Officer, Treasurer, Controller, Secretary, one or more Assistant Treasurers, one or more Assistant Controllers, one or more Assistant Secretaries, and such other officers as it shall deem necessary.  Except as otherwise provided in these bylaws, the additional officers shall have the authority and perform the duties as from time to time may be prescribed by the Board of Directors.  Any two or more offices may be held by the same individual, but no officer may act in more than one capacity where action of two or more officers is required.

Section 2.Election and Term.  The officers of the Corporation shall be elected by the Board of Directors at the regular meeting of the Board held each year immediately following the annual meeting of the stockholders.  Each officer shall hold office until the next regular meeting at which officers are to be elected and until a successor is elected and qualifies or until his death, resignation, or removal pursuant to these bylaws.

Section 3.Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Corporation will be served, but removal shall be without prejudice to any contract rights of the individual removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.Vacancies.  Vacancies among the officers may be created and filled by the Board of Directors.

Section 5.Compensation.  The compensation and all other terms of employment of the officers shall be fixed by the disinterested members of the Board of Directors.  No officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the Corporation.

Section 6.Chairman of the Board of Directors.  The Chairman of the Board of Directors, if such officer is elected, shall preside at all meetings of the stockholders and the Board of Directors and shall have such other authority and perform such other duties as the Board of Directors shall designate.

Section 7.Vice Chairman.  The Vice Chairman, if such officer is elected, shall have such powers and perform such duties as the Board of Directors or the Chairman of the Board of Directors (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these bylaws.  In the absence of Chairman of the Board of Directors, the Vice Chairman shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 8.Chief Executive Officer.  Subject to such powers, if any, as may be given by the Board of Directors to the Chairman of the Board of Directors, if there is such officer, the Chief Executive Officer shall have supervision over and may exercise general executive powers concerning all of the operations and business of the Corporation, with the authority from time to time to delegate to other officers such executive and other powers and duties as he may deem advisable.  If there be no Chairman of the Board of Directors or Vice Chair, or in their absence, the Chief Executive Officer shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 9.President.  The President shall perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may delegate from time to time or as may be provided by applicable law or elsewhere in these bylaws.

Section 10.Executive Vice Presidents, Senior Vice Presidents and Vice Presidents.  The Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, if such officers are elected, shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these bylaws.  At the request of the Chairman of the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) any Vice President shall exercise the powers of the President during that officer’s absence or inability to act.  Any action taken by a Vice President in the performance of the duties of the President shall be presumptive evidence of the absence or inability to act of the President at the time the action was taken.

Section 11.General Counsel.  The General Counsel shall advise and represent the Corporation generally in all legal matters and proceedings, and shall act as counsel to the Board of Directors and the Executive Committee.  The General Counsel may sign and execute pleadings, powers of attorney pertaining to legal matters, and any other contracts and documents in the regular course of his duties.

Section 12.Associate General Counsels.  Each Associate General Counsel shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, General Counsel, or Board of Directors, and the Associate General Counsels shall exercise the powers of the General Counsel during that officer’s absence or inability to act.

Section 13.Chief Financial Officer.  The Chief Financial Officer of the Corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares.  The books of account shall at all reasonable times be open to inspection by any director for a purpose reasonably related to his position as a director.  The Chief Financial Officer shall render to the Chief Executive Officer, and Board of Directors, whenever they may request it, an account of the transactions of the Corporation and of the financial condition of the Corporation.  The Chief Financial Officer shall have such other powers and perform such other duties as the Board of Directors shall designate or as may be provided by applicable law or elsewhere in these bylaws.

Section 14.Treasurer.  The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors.  The Treasurer shall keep full and accurate accounts of the finances of the Corporation and shall cause a true statement of the assets and liabilities of the Corporation as of the close of each fiscal year and of the results of its operations and of changes in surplus, all in reasonable detail, to be made and filed at the principal office of the Corporation within three months after the end of the fiscal year.  The statement shall be available for inspection by any stockholder for a period of ten years, and the Treasurer shall mail or otherwise deliver a copy of the latest statement to any stockholder upon written request.  The Treasurer shall in general perform all duties incident to the office and such other duties as may be assigned from time to time by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors.  If a Chief Financial Officer has not been elected or appointed, the Treasurer shall perform the duties of the Chief Financial Officer unless and until a Chief Financial Officer is elected by the Board of Directors.

Section 15.Controller and Assistant Controllers.  The Controller shall have charge of the accounting affairs of the Corporation and shall have such other powers and perform such other duties as the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors shall designate.  Each Assistant Controller shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors and the Assistant Controllers shall exercise the powers of the Controller during that officer’s absence or inability to act.

Section 16.Assistant Treasurers.  Each Assistant Treasurer shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, Treasurer, or Board of Directors, and the Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

Section 17.Secretary.  The Secretary shall keep accurate records of the acts and proceedings of all meetings of stockholders and of the Board of Directors and shall give all notices required by law and by these bylaws.  The Secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it.  The Secretary shall have general charge of the stock transfer books of the Corporation and shall keep at the principal office of the Corporation a record of stockholders, showing the name and address of each stockholder and the number and class of the shares held by each.  The Secretary shall sign such instruments as may require the signature of the Secretary, and in general shall perform the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Chief Executive Officer, President, or Board of Directors.

Section 18.Assistant Secretaries.  Each Assistant Secretary shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Secretary, or Board of Directors, and the Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.

Section 19.Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at meetings of the stockholders of any Corporation in which this Corporation may hold stock, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such stock and which, as the owner, the Corporation might have possessed and exercised if present.  The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

ARTICLE VII

Capital Stock

Section 1.Certificates.  Certificates for shares of the capital stock of the Corporation shall be in such form not inconsistent with the certificate of incorporation of the Corporation as shall be approved by the Board of Directors.  The certificates shall be consecutively numbered or otherwise identified.  The name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer records of the Corporation.  Each certificate shall be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President and by the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer; provided, that where a certificate is signed by a transfer agent or assistant transfer agent of the Corporation, the signatures of such officers of the Corporation upon the certificate may be by facsimile, engraved or printed.  Each certificate shall be sealed with the seal of the Corporation or a facsimile thereof.

Section 2.Transfer of Shares.  Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificate for the shares sought to be transferred by the record holder or by a duly authorized agent, transferee or legal representative.  All certificates surrendered for transfer shall be canceled before new certificates for the transferred shares shall be issued.

Section 3.Restrictions on Transfer of Shares.  Shares of capital stock of the Corporation shall not be transferred except as provided under the terms of any agreements among the holders of such shares.  Each stock certificate issued by the Corporation representing shares of its common or preferred stock shall bear an appropriate reference to the above-mentioned restriction.

Section 4.Transfer Agent and Registrar.  The Board of Directors may appoint one or more transfer agents and one or more registrars of transfers and may require all stock certificates to be signed or countersigned by the transfer agent and registered by the registrar of transfers.

Section 5.Regulations.  The Board of Directors shall have power and authority to make rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of capital stock of the Corporation.

Section 6.Lost Certificates.  The Board of Directors may authorize the issuance of a new certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit from the person explaining the loss or destruction.  When authorizing issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in a sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring a bond.

ARTICLE VIII

General Provisions

Section 1.Dividends.  The Board of Directors may from time to time declare, and the Corporation may pay, dividends out of its earned surplus on its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2.Seal.  The seal of the Corporation shall have inscribed thereon the name of the Corporation and “Delaware” around the perimeter, and the words “Corporate Seal” in the center.

Section 3.Waiver of Notice.  Whenever notice is required to be given to a stockholder, director or other person under the provisions of these bylaws, the certificate of incorporation of the Corporation or by applicable law, a waiver in writing signed by the person or persons entitled to the notice, whether before or after the time stated in the notice, shall be equivalent to giving the notice.

Section 4.Depositories and Checks.  All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate.

Section 5.Bond.  The Board of Directors may by resolution require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board.

Section 6.Loans.  No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 7.Taxable Year.  The taxable year of the Corporation shall be the period ending on December 31 of each year or such other period as the Board of Directors shall from time to time determine.

Section 8.Indemnification of Directors, Officers, Employees and Agents.

(a)Right to Indemnification.  Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, finds, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.  The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Delaware General Corporation Law requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an

undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise (hereinafter an “undertaking”).

(b)Right of Indemnitee to Bring Suit.  If a claim under paragraph (a) of this Section is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.  In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Section or otherwise shall be on the Corporation.

(c)Non-Exclusivity of Rights.  The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the certificate of incorporation of the Corporation, these bylaws, by agreement, by vote of stockholders or disinterested directors or otherwise.

(d)Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss under the Delaware General Corporation Law.

(e)Indemnification of Agents of the Corporation.  The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses, to any agent of the Corporation to the fullest extent of the provisions of the Section with respect to the indemnification and advancement of expenses of directors, officers and employees of the Corporation.

Section 9.Amendments.  Unless otherwise provided in the articles of incorporation or a bylaw adopted by the stockholders or by law, these bylaws may be amended or repealed by the board of directors, except that a bylaw adopted, amended or repealed by the stockholders may not be readopted, amended or repealed by the board of directors if neither the articles of incorporation nor a bylaw adopted by the stockholders authorizes the board of directors to adopt, amend or repeal that particular bylaw or the bylaws generally without the assent or vote of the stockholders.  These bylaws may be amended or repealed by the stockholders even though the bylaws may also be amended or repealed by the board of directors.  A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed (a) if originally adopted by the stockholders, only by the stockholders, unless such bylaw as originally adopted by the stockholders provides that such bylaw may be amended or repealed by the board of directors or (b) if originally adopted by the board of directors, either by the stockholders or by the board of directors.  A bylaw that fixes a greater quorum or voting requirement may not be adopted by the board of directors by a vote less than a majority of the directors then in office and may not itself be amended by a quorum or vote of the directors less than the quorum or vote prescribed in such bylaw or prescribed by the stockholders.

Section 10.Stockholders Agreement.  To the extent that the provisions of these Bylaws are inconsistent with any stockholders agreement subsequently entered into by the holders of the Corporation’s capital stock, the stockholders agreement shall control.

****

THIS IS TO CERTIFY that the above Amended and Restated Bylaws of Jack Cooper Transport Company, Inc. were duly adopted by the Board of Directors of the Corporation by action taken by unanimous written consent effective the day of September 1, 2014.

EX-3.19.1

Exhibit 3.19.1

ARTICLES OF INCORPORATION

OF

NU-PMT, INC.

The undersigned incorporator, who is over 18 years of age, for the purpose of forming a corporation under The General and Business Corporation Law of Missouri, adopts the following Articles of Incorporation.

ARTICLE I

The name of the corporation is:

NU-PMT, Inc.

ARTICLE II

The address of the corporation’s initial registered office in Missouri is 2345 Grand Avenue, P.O. Box 418200, Kansas City, Missouri 64141, and the name of its initial registered agent at such address is John H. Kreamer.

ARTICLE III

(a)The corporation shall have authority to issue 30,000 shares of common stock, each with a par value of $1.00.

(b)Each shareholder shall be entitled to one vote for each share of the corporation’s outstanding common stock held of record by such shareholder on every matter submitted to a vote of the corporation’s shareholders, except that each shareholder shall have the right to vote such shares of common stock cumulatively in all elections for directors.

ARTICLE IV

No holder of any share of the corporation’s stock shall have any preemptive rights to acquire additional shares.

ARTICLE V

The name of the incorporator is David W. Preston, whose place of residence is 456 W. 68th Street, Kansas City, Missouri 64113.

ARTICLE VI

(a)The number of directors to constitute the first Board of Directors is three (3). The number of directors to constitute all subsequent Boards of Directors shall be fixed by, or in the manner provided in, the corporation’s bylaws, provided that in no event shall such number be less than three. Any change in the number of directors to constitute the Board of Directors shall be reported by the corporation to the Missouri Secretary of State within 30 calendar days after such change.

(b)The names of the persons to constitute the first Board of Directors are as follows:

Thom R. Cooper

Constance Cooper

John H. Kreamer

ARTICLE VII

The duration of the corporation is perpetual.

ARTICLE VIII

The corporation is formed for the following purposes:

(a)to engage in the transportation of property by motor vehicle; to engage in transportation of motor vehicles under own power; to engage in the general transportation business and to buy, sell, lease or operate other motor carriers to engage in or arrange for transportation of property by railroad or waterway; to operate as common or contract carrier by motor vehicle, railroad or barge; to operate warehouses and engage in warehousing business; to buy, sell, deal and engage in the sale of motor vehicles and parts; to buy, sell, deal or engage in the sale or storage of petroleum products; to buy, sell, deal and engage in the sale of tires and other rubber products; to own, manage or operate rail, motor or water freight terminals with all other incidental purposes necessary to foregoing;

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(b)To buy, lease, rent or otherwise acquire, own, hold, use, divide, partition, develop, improve, operate and sell, lease, mortgage or otherwise dispose of and deal in real estate, leaseholds and any and all interests or estates in or relating to real estate and leaseholds; and to construct, manage, operate, improve, maintain and otherwise deal with buildings, structures and improvements situated or to be situated on any real estate or leasehold;

(c)To engage in any mining, manufacturing, chemical, metallurgical, processing or related business, and to buy, lease, construct or otherwise acquire, own, hold, use, sell, lease, mortgage or otherwise dispose of plants, works, facilities and equipment therefor;

(d)To buy, utilize, lease as lessee, rent, import, export, manufacture, produce, design, prepare, assemble, fabricate, improve, develop, sell, lease as lessor, mortgage, pledge, hypothecate, distribute and otherwise deal in at wholesale, retail or otherwise and as principal, agent or otherwise, all merchandise, machinery, tools, devices, apparatus, equipment and all other personal property, whether tangible or intangible, of every kind without limitation as to description, location or amount;

(e)To apply for, obtain, purchase, lease, take licenses in respect of or otherwise acquire, and to hold, own, use, operate, enjoy, grant licenses in respect to, manufacture under, introduce, sell, assign, mortgage, pledge or otherwise dispose of:

(i)Any and all inventions, devices, processes and formulas and any improvements and modifications thereto;

(ii)Any and all letters patent of the United States of America or of any other country, state or locality, and all rights connected therewith or appertaining thereto;

(iii)Any and all copyrights granted by the United States of America or any other country, state or locality; and

(iv)Any and all trademarks, trade names, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the United States of America or of any other country, state or locality, and to conduct and carry on its business in any

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or all of its various branches under any trade name or trade names;

(f)To engage in, carry on and conduct research, experiments, investigations, analyses, studies and laboratory work for the purpose of discovering or improving products, articles and things, and to buy, construct, acquire, own, operate, maintain, lease, sell, mortgage, or otherwise dispose of laboratories and similar facilities, plants and any and all other establishments;

(g)To enter into any lawful contract or contracts with individuals, firms, corporations, partnerships, other entities, and governments or any agencies or subdivisions thereof, including guaranteeing the performance of any contract or any obligation of any individual, firm, corporation or other entity;

(h)To purchase or otherwise acquire, as a going concern or otherwise, to form or become a member of and to carry on, maintain and operate all or any part of the property or business of any corporation, firm, joint venture, general partnership, limited partnership, association, entity, syndicate or person whatsoever deemed to be of benefit to the corporation, or of use in any manner in connection with any of its purposes and to dispose of any interest therein upon such terms as may seem advisable to the corporation;

(i)To purchase, redeem or otherwise acquire, hold, sell, pledge, reissue, transfer or otherwise deal in or encumber shares of the corporation’s own stock and to enter into agreements with respect thereto, provided that it shall not use its funds or property for the purchase, redemption or other acquisition of its own shares of stock when such use would be prohibited by law, the Articles of Incorporation or the bylaws of the corporation and that shares of its own stock belonging to it shall not be voted directly or indirectly;

(j)To invest, lend and deal with moneys of the corporation in any lawful manner, and to acquire by purchase, by exchange of stock or other securities of the corporation, by subscription or otherwise, and to invest in, hold for investment or for any other purpose, and to use, sell, pledge or otherwise enter into any transaction (including “long” and “short” sales) with respect to, any stocks, bonds, notes, debentures, certificates, receipts and other securities and obligations of any government, state, municipality, corporation, association or other entity or person, including individuals and partnerships, and while the owner thereof to

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exercise all of the rights, powers and privileges of ownership, including, among other things, the right to vote for all purposes and to give consents with respect thereto;

(k)To borrow or raise money for any purpose of the corporation and to issue and sell bonds, promissory notes, debentures and other obligations and evidences of indebtedness in connection therewith; and to secure any loan, indebtedness or obligation of the corporation and the interest accruing thereon, and for that or any other purpose to mortgage, pledge, grant security interests in, hypothecate or charge all or any part of the present or hereafter acquired property, rights and franchises of the corporation, real, personal, mixed or of any character whatever, subject only to limitations specifically imposed by law;

(1)To do any or all of the things hereinabove enumerated alone for its own account, or for the account of others, or as the agent for others, or in association with others or by or through others, and to enter into all lawful contracts and undertakings in respect thereof;

(m)To have one or more offices, to conduct its business, carry on its operations and promote its objects anywhere in the world, without restriction as to place, manner and amount, and to do any and all of the things herein set forth to the same extent as a natural person might or could do and in any part of the world, either alone or in company with others, but subject to applicable laws;

(n)To make contributions to any corporation organized for civic, charitable, benevolent, scientific or educational purposes or to any incorporated or unincorporated association, community chest or community fund which is not operated or used for profit to its members but is operated for the purposes of raising funds for and distributing funds to civic, charitable, benevolent, scientific or educational organizations or agencies; and

(o)In general, to carry on any other business in connection with each and all of the foregoing or incidental thereto, and to carry on, transact and engage in any and every lawful business or other lawful activity calculated to be of gain, profit or benefit to the corporation as fully and freely as a natural person might do, to the extent and in the manner, and anywhere within and without the State of Missouri, as it may from time to time determine; and to have and exercise each and all of the powers and privileges, either direct or incidental, which are given and provided by or are available

5

under the laws of the State of Missouri in respect of general and business corporations organized for profit thereunder.

None of the purposes and powers specified in any of the paragraphs of this ARTICLE VIII shall be in any way limited or restricted by reference to or inference from the terms of any other paragraph, and the purposes and powers specified in each of the paragraphs of this ARTICLE VIII shall be regarded as independent purposes and powers. The enumeration of specific purposes and powers in this ARTICLE VIII shall not be construed to restrict in any manner the general purposes and powers of the corporation, and the expression of one thing shall not be deemed to exclude another, although it be of like nature. The enumeration of purposes or powers herein shall not be deemed to exclude or in any way limit by inference any purposes or powers which the corporation has power to exercise, whether expressly by the laws of the State of Missouri, now or hereafter in effect, or impliedly by any reasonable construction of such laws.

ARTICLE IX

(a)All powers of management, direction and control of the corporation shall be vested in the Board of Directors.

(b)The corporation’s original bylaws shall be adopted by the corporation’s initial Board of Directors. The bylaws of the corporation may from time to time be altered, amended or repealed, or new bylaws may be adopted, in either of the following ways: (i) by an affirmative vote of the holders of a majority of the corporation’s outstanding shares entitled to vote, or (ii) by an affirmative vote of a majority of the corporation’s directors then in office. Any change in the by-laws made by the corporation’s shareholders may thereafter be further changed by the corporation’s Board of Directors, unless the shareholders in making such change shall otherwise provide.

ARTICLE X

Any person, upon becoming the owner or holder of any shares of stock or other securities issued by the corporation, does thereby consent and agree that all rights, powers, privileges, obligations or restrictions pertaining to such person or such shares of stock or other securities in any way may be altered, amended, restricted, enlarged or repealed by laws of the State of Missouri or of the United States of America hereinafter adopted. The corporation reserves the right to amend or repeal

6

these Articles of Incorporation or to take any other action as required or allowed by such laws, and all rights of the owners and holders of any shares of stock or other securities issued by the corporation are subject to this reservation.

These Articles of Incorporation have been signed this 20th day of July, 1988.

/s/ David W. Preston

David W. Preston,

Incorporator

STATE OF MISSOURI	)
	)  SS
COUNTY OF JACKSON	)

I, Stacy E. Buckley, a notary public, do hereby certify that on the 20th day of July, 1988, personally appeared before me David W. Preston, who being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

	/s/ Stacy E. Buckley
	Notary Public in and for said County and State
[SEAL]
My commission expires:
	(print notary’s name here)
10/21/88
	STACY E. BUCKLEY
	Notary Public - State of Missouri
	Commissioned in Jackson County
	My Commission Expires Oct. 21, 1988

7

EX-3.19.2

Exhibit 3.19.2

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

NU-PMT, INC.

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned corporation certifies as follows:

1.The name of the corporation is:

NU-PMT, Inc.

The name under which the corporation was originally organized was:

NU-PMT, Inc.

2.On September 23, 1988, the shareholders of the corporation adopted an amendment to the corporation’s Articles of Incorporation.

3.ARTICLE I of the corporation’s Articles of Incorporation was amended so that, as amended, such ARTICLE shall be and read in its entirety as follows:

ARTICLE I

The name of the corporation is Pacific Motor Trucking Company.

4.Of the 1,000 outstanding shares of the corporation’s stock, all 1,000 shares were entitled to vote on the amendment.

5.All 1,000 shares of the corporation’s stock voted for the amendment and no shares voted against the amendment.

In witness whereof, the undersigned, Thom Cooper, President of the corporation, and Robert A. Pearson, Secretary of the corporation, have executed this instrument on behalf of the corporation and the Secretary of the corporation has affixed its corporate seal hereto and attested said seal on the 26th day of September, 1988.

[SEAL]

		NU-PMT, INC.
	By:	/s/ Thom Cooper
		Thom Cooper, President
(SEAL)
ATTEST:	By:	/s/ Robert A. Pearson
		Robert A. Pearson,
		Secretary
/s/ Robert A. Pearson
Robert A. Pearson,
Secretary

STATE OF MISSOURI	)
	)  SS.
COUNTY OF JACKSON	)

I, the undersigned, a notary public, do hereby certify that on the 26th day of September, 1988, personally appeared before me Thom Cooper, who, being by me first duly sworn, declared that he is the President of NU-PMT, Inc., a Missouri corporation, that he signed the foregoing document as President of said corporation, and that the statements contained therein are true.

In witness whereof, I have hereunto set my hand and affixed my official seal the day and year last above written.

/s/ Stacy E. Buckley

Notary Public in and for said

County and State

[SEAL]

My Commission Expires:	STACY E. BUCKLEY
	Notary Public - State of Missouri
10/21/88	Commissioned in Jackson County
	My Commission Expires Oct. 21, 1988

2

EX-3.20

Exhibit 3.20

BYLAWS

OF

NU-PMT, INC.

ARTICLE 1

Offices and Records

1.1.(a) Registered Office and Registered Agent. The registered office and the registered agent of the corporation in the State of Missouri shall be determined from time to time by the Board of Directors. The address of the registered office and the name of the registered agent shall be on file in the appropriate office of the State of Missouri pursuant to applicable provisions of law. Unless otherwise permitted by law, the address of the registered office of the corporation and the address of the business office of the registered agent shall be identical. If the registered agent is an individual he shall be a Missouri resident.

(b)Corporate Offices. The corporation may have such corporate offices anywhere within and without the State of Missouri as the Board of Directors from time to time may appoint or the business of the corporation may require. The “principal place of business,” “principal business,” and “executive offices” of the corporation may be determined from time to time by the Board of Directors.

1.2.(a) Records. The corporation shall keep correct and complete books and records of account, including the amount of its assets and liabilities, minutes of the proceedings of the shareholders and Board of Directors, and a list of the names and places of residence of the officers. The corporation shall keep at its registered office, its principal place of business in Missouri, or at the office of its transfer agent in Missouri the stock records referred to in Section 7.2 of these Bylaws, and from time to time such other or additional records and information as may be required by law, including the shareholder lists mentioned in Section 3.13 of these Bylaws.

(b)Inspection of Books. A shareholder, if he demands to inspect the books of the corporation pursuant to any statutory or other legal right, shall have access to and may examine such books for any proper purpose during the usual and customary hours of business and in such manner as will

not unduly interfere with the regular conduct of the business of the corporation. No shareholder shall use or permit to be used or acquiesce in the use by others of any information so obtained to the detriment of the corporation, nor shall such shareholder furnish or permit to be furnished any information so obtained to any competitor or prospective competitor of the corporation. The corporation, as a condition precedent to any shareholder’s inspection of the books of the corporation, may require the shareholder to indemnify the corporation against any loss or damage which may be suffered by it arising out of any unauthorized disclosure made or permitted to be made by such shareholder of information obtained in the course of such inspection.

ARTICLE 2

Seal

2.1.Corporate Seal. The corporate seal shall be in the form prescribed by the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE 3

Meetings of Shareholders

3.1.Place of Meetings. All meetings of the shareholders shall be held at such reasonably convenient place within the United States of America as the Board of Directors or such other authorized persons who called the meeting shall designate; in the absence of such a designation, the meeting shall be held at the principal business office of the corporation.

3.2.Time of Meetings.

(a)Annual Meetings. An annual meeting of the shareholders shall be held on the third Thursday of September of each year, commencing with the year 1989, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 a.m. or such other hour as may be designated in the notice of the meeting.

(b)Special Meetings. Special meetings of the shareholders may be called at any time by the President, by the Board of Directors, or by the holders of not less than

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one-fifth of all outstanding shares entitled to vote at such meeting, and shall be called by any officer directed to do so by the Board of Directors.

3.3.Shareholders’ Action by Consent in Lieu of Meeting. Any action required by law to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof. Such consents shall have the same force and effect as a unanimous vote of the shareholders at a meeting duly held, and the Secretary shall file such consents with the minutes of the meetings of the shareholders.

3.4.(a) Notice Required. Written notice of each meeting of shareholders stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or given not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

If a meeting is adjourned in accordance with Section 3.7 of the Bylaws, no notice of the adjournment need be given to shareholders not present at the meeting which was adjourned.

If such notice is given by mail, it shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

(b)Waiver of Notice. Any notice required to be given by any provision of these Bylaws, the Articles of Incorporation, or any law may be waived in writing signed by the person entitled to such notice, whether before, at or after the time stated therein, and such waiver shall be deemed the equivalent to the giving of such notice. Attendance of a shareholder at any meeting shall constitute a waiver of notice of such meeting except where the shareholder attends the meeting for the express purpose, and so states at the opening of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened.

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3.5.Presiding Officials. Every meeting of the shareholders shall be convened by the President, Secretary, or other officer or by any of the persons who called the meeting by giving notice as above provided, but it shall be presided over by the officers specified in Sections 5.7 and 5.8 of these Bylaws; provided, however, that the shareholders may, notwithstanding anything herein to the contrary, select any person to preside at a meeting and any person to act as the secretary of such meeting.

3.6.Business Which May be Transacted at Meetings.

(a)Annual Meetings. At each annual meeting of the shareholders, the shareholders entitled to vote shall elect members of the Board of Directors to hold office until the next succeeding annual meeting (or for the terms for which they are elected) or until their successors shall have been elected and qualified, and they may transact such other business as may be desired, whether or not the same was specified in the notice of the meeting, unless prohibited by law.

(b)Special Meetings. Special meetings may be called for any purpose or purposes, but business transacted at any special meeting shall be confined to the purposes stated in the notice of such meeting, unless the transaction of other business is consented to by the shareholders of a majority of the outstanding shares of stock of the corporation entitled to vote thereat.

3.7.Quorum; Corporate Action. Except as otherwise may be provided by the Articles of Incorporation, the holders of a majority of the outstanding shares entitled to vote at any meeting of the shareholders, present at the meeting in person or by proxy, shall constitute a quorum. Every decision of a majority in amount of shares of such quorum shall be valid as a corporate act, except in those specific instances in which a larger vote is required by law or by the Articles of Incorporation. If a quorum is not present at any meeting, the shareholders present and entitled to vote shall have the right successively to adjourn the meeting, to a specified date not longer than 90 days after such adjournment. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting which was adjourned.

3.8.Method of Voting; Proxies. At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person, by proxy executed in

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writing by such shareholder, or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

3.9.Number of Votes. Each shareholder shall have one vote for each share of stock which is entitled to vote under the provisions of the Articles of Incorporation and which is registered in such shareholder’s name on the books of the corporation, except that in the election of directors, each shareholder shall have the right to cast as many votes in the aggregate as shall equal the number of voting shares so held by such shareholder multiplied by the number of directors to be elected. Each shareholder may cast the whole number of such votes for one candidate or distribute them among two or more candidates.

No person shall be entitled to vote any shares belonging or hypothecated to the corporation.

3.10.Shareholders Entitled to Vote. If the Board of Directors does not close the transfer books of the corporation or set a record date as provided in Section 7.6 of these Bylaws, only those shareholders who are shareholders of record at the close of business on the twentieth day preceding the date of the shareholders’ meeting shall be entitled to notice of and to vote at the meeting and any adjournment thereof; except that if, prior to the meeting, written waivers of notice of the meeting are signed and delivered to the corporation by all of the shareholders who are shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened shall be entitled to vote at the meeting and any adjournment thereof. If the shareholders act by consent in lieu of a meeting as provided in Section 3.3 of these Bylaws, shareholders who are shareholders of record at the time designated in the written consent as the time the action was taken shall be entitled to consent.

3.11.Voting by Ballot; Inspectors. No vote shall be required to be taken by ballot unless a resolution requiring the same is adopted at a shareholders’ meeting by a majority of the shareholders present in person or by proxy, without regard to the number of shares held by each. If a vote by ballot shall be required, the person presiding at the meeting shall appoint not less than two persons, who are not directors, inspectors to receive and canvass the votes and certify the results to the person presiding. In all cases

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where the right to vote any share shall be questioned, it shall be the duty of the inspectors, if any, or the person conducting the vote to examine the transfer books of the corporation, and all shares that stand in the name of any person in the transfer books shall be voted by such person.

Any inspector, before entering on the duties of office, shall take in writing and subscribe the following oath before any officer authorized by law to administer oaths: “I do solemnly swear that I will execute the duties of an inspector of the election now to be held with strict impartiality and according to the best of my ability.”

3.12.Ownership of Shares. The corporation shall be entitled to treat the holder of any share of stock of the corporation as recorded on the stock record or transfer books of the corporation as the holder of record and holder and owner in fact thereof and, accordingly, the corporation shall not be required to recognize any equitable or other claim to or interest in such share on the part of any other person, firm, partnership, corporation or association, whether or not the corporation shall have express or other notice thereof, except as is otherwise expressly required by law. The term “shareholder” as used in these Bylaws means one who is a holder of record of shares of the corporation; provided however, that, if permitted by law:

(i)shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe or, in the absence of such provision, as the board of directors of such corporation may determine;

(ii)shares standing in the name of a deceased person may be voted by such person’s administrator or executor, either in person or by proxy; and shares standing in the name of a guardian, curator or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, curator or trustee shall be entitled, as such fiduciary, to vote shares held by such fiduciary without a transfer of such shares into such fiduciary’s name;

(iii)shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into such receiver’s name if authority so to do be contained in

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an appropriate order of the court by which such receiver was appointed;

(iv)a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred of record into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred; and

(v)shares standing in the name of two or more persons jointly may be voted by either of them in the absence of the other owner or owners or their proxies.

3.13.Shareholder List. A complete list of the shareholders entitled to vote at each meeting of the shareholders, arranged in alphabetical order, with the address of and the number of voting shares held by each, shall be prepared by the officer of the corporation having charge of the stock transfer books of the corporation. Such list shall, for a period of ten days prior to the meeting, be kept on file at the registered office of the corporation in Missouri and shall be subject to the inspection by any shareholder at any time during the usual business hours. Such list (or a duplicate) shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock record or transfer book, or a duplicate thereof kept in the State of Missouri, shall be prima facie evidence as to who are the shareholders entitled to examine such list, ledger or transfer book or to vote at any meeting of shareholders.

Failure to comply with this Section 3.13 shall not affect the validity of any action taken at a meeting.

ARTICLE 4

Directors

4.1.Directors - Number and Tenure. The number of directors to constitute the initial Board of Directors of the corporation shall be three, as established in the Articles of Incorporation. The number of directors to constitute subsequent Boards of Directors shall be determined by the shareholders of the corporation at each annual meeting of the shareholders, except that the shareholders may create new directorships at any special meeting. If the number of

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directors is not determined at any annual meeting, the number of directors shall remain the same as it was immediately preceding such meeting. Any change in the number of directors shall be reported to the Secretary of State of Missouri within 3 0 calendar days of such change.

A director does not need to be a shareholder or a resident of the State of Missouri, unless the Articles of Incorporation so require; a director must be at least 18 years of age.

Each director shall hold office until the next succeeding annual meeting of the shareholders or until such director’s successor is elected and qualified, unless such director earlier resigns or is removed.

The attendance of any director at any regular or special meeting of the Board of Directors or such director’s written approval of the minutes of any such meeting shall constitute acceptance of the office of director.

4.2.Powers of the Board. The property and business of the corporation shall be controlled and managed by the Board of Directors. The Board of Directors shall have and is vested with all and unlimited powers and authorities, except as may be expressly limited by law, the Articles of Incorporation, or these Bylaws, to do or cause to be done any and all lawful things for and on behalf of the corporation, to exercise or cause to be exercised any or all of its powers, privileges and franchises, and to seek the effectuation of its objects and purposes. The Board of Directors shall have the power to set the compensation of the directors unless otherwise provided in the Articles of Incorporation.

4.3.Regular Meetings. A regular meeting of the Board of Directors may be held without other notice than this Bylaw immediately after and at the same place as the annual meeting of the shareholders; provided, however, that a majority of the directors may designate that the regular meeting be held at such different time or place as shall be consented to by them in writing, if all directors are notified of the different time or place in the same manner as they would be notified of a special meeting, except that it shall not be necessary to state the purposes of the meeting in such notice. Any business may be transacted at a regular meeting of the Board of Directors.

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Additional regular meetings of the Board of Directors may be held without notice at such times and places either within or without the State of Missouri as shall from time to time be fixed by resolution adopted by a majority of the full Board of Directors.

Unless otherwise provided in the Articles of Incorporation, members of the Board of Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.

4.4.Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, any Vice President, the Secretary, or any two directors, by giving or delivering written notice of such meeting to each director at least two full days, not counting Sundays and legal holidays, before the day on which the meeting is to be held, either personally or by mail or telegram, stating the place, day and hour of the meeting and the purpose or purposes for which it is called. The person or persons calling the special meeting may fix the place, either within or without the State of Missouri, as a place for holding the meeting. If notice is given by mail, it shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the director at his residence or usual place of business. If notice is given by telegraph, it shall be deemed to be delivered when it is delivered to the telegraph company. If notice is given in person, it may be given by any officer having authority to call the meeting or by any director.

4.5.Action by Consent in Lieu of Meeting. Any action which is required to be or which may be taken at a meeting of the Board of Directors may be taken without a meeting if all the directors severally or collectively sign a written consent which sets forth the action to be taken. Such consents shall have the same force and effect as the unanimous vote of the directors at a meeting duly held and may be stated as such in any certificate or document executed on behalf of the corporation. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors.

4.6.Quorum. A majority of the full Board of Directors shall, unless a greater number as to any particular matter is required by the Articles of Incorporation or these Bylaws,

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constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws. Less than a quorum may adjourn a meeting successively until a quorum is present.

4.7.Waiver. Any notice required to be given to a director by any provision of these Bylaws, the Articles of Incorporation or any law may be waived in writing signed by such director, whether before, at or after the time stated therein, and such waiver shall be deemed equivalent to the giving of such notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where such director attends the meeting for the express purpose, and so states at the opening of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened.

4.8.Vacancies. Unless otherwise provided in the Articles of Incorporation, vacancies on the Board of Directors and newly created directorships resulting from an increase in the number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director until the next election of directors by the shareholders.

4.9.Executive Committee. The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate two or more directors to constitute an Executive Committee, which committee, to the extent provided in said resolution, shall have and may exercise any or all of the authority of the Board of Directors in the management of the corporation.

The members of the committee may take actions by written consents in lieu of meetings and may participate in meetings by means of conference telephone or similar communications equipment in the same manner as the Board of Directors. The Executive Committee shall keep regular minutes of its proceedings which shall be recorded in the minute book of the corporation. The Secretary or an Assistant Secretary of the corporation may act as Secretary for the committee if the committee so requests.

4.10.Compensation of Directors and Committee Members. Directors and members of all committees shall be compensated for their services as may be provided by resolution of the

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Board of Directors. Expenses of attendance may be allowed for attendance at each regular or special meeting of the Board of Directors or any committee if provided by resolution of the Board of Directors. Nothing herein contained shall, however, be construed to preclude any director or committee member from serving the corporation in any other capacity and receiving compensation for such services.

ARTICLE 5

Officers

5.1.Elected Officers. A President and a Secretary shall be elected annually by the Board of Directors at its first meeting following each annual shareholders’ meeting. If the Board of Directors desires, a Chairman of the Board, one or more Vice Presidents, a Treasurer, and one or more Assistant Secretaries and Assistant Treasurers may be elected by the Board of Directors from time to time as it deems necessary or advisable. If a Chairman of the Board is elected and if the Board of Directors designates the Chairman as having the powers of the chief executive officer coextensively with the President, the designation shall be filed in writing, attested by the corporation’s Secretary, with the Secretary of State of Missouri. Any two or more of such offices may be held by the same person.

An elected officer shall be deemed qualified when such officer begins the duties of the office to which such officer has been elected and furnishes any bond required by the Board; but the Board may also require of such person a written acceptance and promise to discharge faithfully the duties of such office. The officers of the corporation need not be members of the Board of Directors or shareholders in the corporation.

5.2.Term of Office. Each elected officer of the corporation shall hold office for the term for which such officer was elected or until such officer resigns or is removed by the Board of Directors, whichever first occurs.

5.3.Appointed Officers and Agents; Terms of Office. The Board of Directors from time to time may also appoint such other officers and agents for the corporation as it shall deem necessary or advisable. All appointed officers and agents shall hold their respective positions at the pleasure of the Board of Directors or for such terms as the Board may specify, and they shall exercise such powers and

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perform such duties as shall be determined from time to time by the Board or by an elected officer empowered by the Board to make such determinations.

5.4.Removal. Any officer or agent elected or appointed by the Board of Directors and any employee may be removed or discharged by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

5.5.Salaries and Compensation. Salaries and compensation of all elected officers and all appointed officers, agents and employees of the corporation may be fixed, increased or decreased by the Board of Directors, but until action is taken with respect thereto by the Board, the same shall be fixed, increased or decreased by the President or by such other officer or officers as may be empowered by the Board to do so.

5.6.Delegation of Authority to Hire, Discharge and Designate Duties. The Board of Directors from time to time may delegate to the Chairman of the Board, the President or other officer or executive employee of the corporation authority to hire, discharge and fix and modify the duties, salary or other compensation of employees of the corporation under the jurisdiction of such officer or executive employee, and the Board of Directors may delegate to such officer or executive employee similar authority with respect to obtaining and retaining for the corporation the services of attorneys, accountants and other experts.

5.7.The President. The President shall be the chief executive officer of the corporation (unless the Board of Directors designates the Chairman of the Board as the sole or joint chief executive officer). The President shall have such general executive powers and duties of supervision and management as are usually vested in the office of the chief executive of a corporation and shall carry into effect all directions and resolutions of the Board. The President shall have such other or further duties and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors. If there is no Chairman of the Board or in the absence of the Chairman, and except as otherwise provided in Section 3.5 of these Bylaws, the President shall preside at all meetings of the shareholders and of the Board of Directors.

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The President may execute all bonds, notes, debentures, mortgages and other contracts and may cause the seal of the corporation to be affixed thereto and to all other instruments for and in the name of the corporation. The President, when authorized by the Board of Directors to do so, may execute powers of attorney from, for and in the name of the corporation to such proper person or persons as the President may deem fit, in order that the business of the corporation may be furthered or action taken as may be deemed by the President necessary or advisable in furtherance of the interests of the corporation.

Unless provided otherwise by the Board of Directors, the President may attend meetings of shareholders of other corporations to represent the corporation at such meetings and to vote or take action with respect to the shares of any such corporation owned by this corporation in such manner as the President shall deem to be in the best interests of the corporation or as may be directed by the Board and may execute and deliver waivers of notice and proxies for and in the name of the corporation with respect to any such shares owned by the corporation.

The President shall, unless the Board otherwise provides, be ex officio a member of all standing committees.

5.8.The Chairman of the Board. The Board of Directors may elect a Chairman of the Board and may designate the Chairman of the Board as having the sole powers of the chief executive officer or as having the powers of the chief executive officer coextensively with the President. If so designated and if notice of such designation, attested to by the Secretary of the corporation, has been filed in writing with the Secretary of State of Missouri, the Chairman of the Board shall have all the powers and duties of the President solely or coextensively with the President and such other powers and duties as the Board may determine, and any act required or permitted by law to be done by the President may be done instead by the Chairman of the Board. The Chairman of the Board, whether or not designated as having powers of a chief executive officer, shall preside at all meetings of the shareholders and of the Board of Directors, except as otherwise provided in Section 3.5 of these Bylaws.

5.9.The Vice Presidents. The Vice Presidents, in the order determined by the Board of Directors, shall, in the event of the absence, death, disability or inability to act of the Chairman of the Board and the President, perform the duties and exercise the powers of the Chairman of the Board

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and the President and shall perform such other duties as the Board shall from time to time prescribe.

5.10.The Secretary and Assistant Secretaries. The Secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and, except as otherwise provided in Section 3.5 of these Bylaws, shall record or cause to be recorded all votes taken and the minutes of all proceedings in a minute book of the corporation to be kept for that purpose. The Secretary shall perform like duties for the executive and other standing committees when requested by the Board or such committee to do so.

The Secretary shall bear the principal responsibility to give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, but this shall not lessen the authority of others to give such notice as is authorized elsewhere in these Bylaws. The Secretary shall see that all books, records, lists and information required to be maintained at the registered or other office of the corporation in Missouri or elsewhere are so maintained. The Secretary shall keep in safe custody the seal of the corporation and, when duly authorized to do so, shall affix the same to any instrument requiring it, and when so affixed the Secretary shall attest the same by such Secretary’s signature. The Secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors or the President, under whose direct supervision the Secretary shall be.

The Assistant Secretaries, in the order determined by the Board of Directors, shall, in the event of the absence, death, disability or inability to act of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other authority as the Board of Directors may from time to time prescribe.

5.11.The Treasurer and Assistant Treasurers. The Treasurer shall have the general duties, powers and responsibility of a treasurer of a corporation and shall, unless otherwise provided by the Board of Directors, be the chief financial and accounting officer of the corporation. The Treasurer shall have the responsibility for the safekeeping of the funds and securities of the corporation and shall keep or cause to be kept full and accurate accounts of receipts

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and disbursements in books belonging to the corporation. The Treasurer shall keep, or cause to be kept, all other books of account and accounting records of the corporation and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse, or permit to be disbursed, the funds of the corporation as may be ordered or authorized generally by the Board of Directors. The Treasurer shall render to the chief executive officers of the corporation and the directors whenever they may require it an account of the financial condition of the corporation and an account of all transactions of the Treasurer and those under such Treasurer’s jurisdiction. The Treasurer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

If required by the Board of Directors, the Treasurer shall give the corporation a bond, in a sum and with one or more sureties satisfactory to the Board, for the faithful performance of the duties of office and for the restoration to the corporation, in the case of such Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of such Treasurer which belong to the corporation. The cost, if any, of said bond shall be paid by the corporation.

The Assistant Treasurer, in the order determined by the Board of Directors, shall, in the event of the absence, death, disability or inability to act of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other authority as the Board of Directors shall from time to time prescribe.

5.12.Duties of Officers May be Delegated. If any officer of the corporation be absent or unable to act or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, some or all of the functions, duties, powers and responsibilities of any officer to any other officer or to any other agent or employee of the corporation or other responsible person, provided a majority of the full Board of Directors concurs therein.

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ARTICLE 6

Indemnification

6.1.Indemnification of Officers, Directors and Others.

(a)The corporation may indemnify any person 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 the fact that such person is or was a director, officer, employee, agent of the corporation or voting trustee under any voting trust agreement (which has been entered into between the owners and the holders of the shares of the corporation, such voting trustee and the corporation) or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other 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 if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.

(b)The corporation may 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 corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection with the defense or settlement of the action or the suit if such person acted in

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good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the corporation unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

(c)To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection with the action, suit or proceeding.

(d)Any indemnification under subsections (a) and (b) of this Bylaw, unless ordered by the court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in this section. Such determinations shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, or (ii) if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders.

(e)Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation as authorized in this section.

(f)The indemnification provided by this Bylaw shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any

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Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in any other capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

(g)The corporation may purchase and maintain insurance on behalf of any person who 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 any other corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Bylaw.

ARTICLE 7

Shares of Stock

7.1.Certificates for Shares of Stock. The certificates for shares of stock of the corporation shall be in such form as may be prescribed by the Board of Directors in conformity with law. Each issued certificate shall (a) be numbered consecutively; (b) have printed, typed or written thereon the name of the person, firm, partnership, corporation or association to whom it is issued, the number and class of shares represented thereby and the date of issue; and (c) be signed by the President or a Vice President, and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation and sealed with the seal of the corporation, which seal may be facsimile, engraved or printed. If the corporation has a registrar or transfer agent who countersigns such certificates, any other signature on the certificate may be facsimile, engraved or printed. In case any such officer, registrar or transfer agent who has signed or whose facsimile signature has been placed on any certificate shall have ceased to be such officer, registrar or transfer agent before such certificate is issued, such certificate may nevertheless be issued by the corporation with the same effect as if such person were such officer, registrar or transfer agent at the date of its issue. All certificates surrendered to the corporation for transfer shall be cancelled. No new

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certificate shall be issued until the former certificate or certificates, for a like number of shares, shall have been surrendered and cancelled, except that in the case of a lost, destroyed or mutilated certificate a new one shall be issued as provided in Section 7.7 of these Bylaws.

7.2.Stock Records. The Secretary of the corporation or its transfer agent shall maintain stock records in which shall be recorded the number of shares subscribed, the names and addresses of the owners of the shares, the number of each stock certificate issued and the name of the shareholder to whom issued, the number and class of shares evidenced thereby, the date of issue thereof, the amount of shares paid and by whom paid, and the transfer of such shares with the date of transfer. The shareholder in whose name shares stand on the stock records shall be deemed to be the owner of such shares for all purposes regarding the corporation, except as otherwise required by law.

7.3.Payment for Shares and Other Obligations; Bonded Indebtedness. The corporation shall not issue shares of stock except for money paid, labor done or property actually received; provided, however, that shares may be issued in consideration of valid bona fide antecedent debts. No note or obligation given by any shareholder, whether secured by deed of trust, mortgage or otherwise, shall be considered as payment of any part of any share or shares issued by the corporation, and no loan of money for the purpose of such payment shall be made by the corporation to any shareholder.

Bonded indebtedness of the corporation shall be incurred or increased only upon prior approval by the Board of Directors. Unless the Articles of Incorporation otherwise provide, no vote or consent of shareholders shall be necessary to authorize or approve the incurrence of or an increase in bonded indebtedness.

7.4.Transfer of Shares. Title to a certificate and to the shares represented thereby can be transferred only (a) by delivery of the certificate endorsed, either in blank or to a specified person, by the person whose name appears on the certificate to be the owner of the shares represented thereby; or (b) by delivery of the certificate and a separate document containing (i) a written assignment of the certificate of the shares represented thereby or (ii) a power of attorney to sell, assign or transfer the same, either in blank or to a specified person, signed by the person whose name appears on the certificate as the owner of the shares represented thereby; or (c) by delivery of the

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certificate with an assignment endorsed thereon or in a separate instrument signed by the trustee in bankruptcy, receiver, guardian, executor, administrator or other person duly authorized by law to transfer the certificate on behalf of the person whose name appears on the certificate as the owner of the shares represented thereby.

7.5.Transfer Agent. The stock record book and other transfer records shall be in the possession of the Secretary of the corporation or a transfer agent for the corporation. The corporation, by resolution of the Board of Directors, may from time to time appoint a transfer agent, and, if desired, a registrar, under such arrangements and upon such terms and conditions as the Board of Directors deems advisable. Until and unless the Board of Directors appoints some other person, firm or corporation as its transfer agent (and upon the revocation of any such appointment, thereafter until a new appointment is similarly made), the Secretary of the corporation shall be the transfer agent of the corporation, without the necessity of any formal action of the Board, and the Secretary, or any person designated by the Secretary, shall perform all of the duties thereof.

7.6.Closing of Transfer Books; Record Date. The Board of Directors shall have power to close the stock transfer books of the corporation for a period not exceeding 50 days preceding the date of any meeting of the shareholders, the date of payment of any dividend, the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect; provided, however, that in lieu of closing the stock transfer books, the Board of Directors may fix in advance a date not exceeding 50 days preceding the date of any meeting of shareholders, the date for the payment of any dividend, the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting or any adjournment thereof, or entitled to receive payment of any such dividend, or entitled to any such allotment of rights, or entitled to exercise the rights in respect of any such change, conversion or exchange of shares. Only the shareholders who are shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the date of

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closing of the transfer books or the record date fixed as aforesaid. If the Board of Directors does not close the transfer books or set a record date, the record date shall be deemed to be the 2 0th day preceding the date of the meeting, the date of payment of the dividend, the date for the allotment of rights, or the date when the change, conversion or exchange of shares goes into effect, except as provided in Section 3.10 of these Bylaws.

7.7.Lost, Mutilated or Destroyed Certificates. In case of the loss, mutilation or destruction of any certificate for shares of stock of the corporation, upon due proof thereof by the registered owner thereof or such owner’s legal representatives, by affidavit or otherwise, and upon such additional terms and indemnity as the Board of Directors may prescribe, the corporation may issue a duplicate certificate (plainly marked “duplicate”) in its place.

7.8.Power of Board. The Board of Directors shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfers, conversion and registration of certificates for shares of stock of the corporation not inconsistent with any law, the Articles of Incorporation, or these Bylaws.

ARTICLE 8

General

8.1.Fixing of Capital; Transfers of Surplus. Except as may be specifically otherwise provided in the Articles of Incorporation, the Board of Directors is expressly empowered to exercise all authority conferred upon it with respect to:

(a)the determination that part of the consideration received for shares of the corporation shall be stated capital,

(b)the increase of stated capital,

(c)the transfer of surplus to stated capital,

(d)the consideration to be received by the corporation for its shares, and

(e)all similar or related matters; provided that any concurrent action required by law to be taken by the shareholders is duly taken.

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8.2.Dividends. Ordinary dividends upon the outstanding shares of the corporation, subject to the provisions of the Articles of Incorporation and of any applicable law, may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the corporation’s stock in the manner provided by law. Liquidating dividends or dividends representing a distribution of paid-in surplus or a return of capital shall be made only when and in the manner permitted by law.

8.3.Creation of Reserves. Before the payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their reasonable discretion, think proper as a reserve fund or funds to meet contingencies, to equalize dividends, to repair or maintain any property of the corporation, or for such other purpose as the Board of Directors shall determine is in the best interests of the corporation, and the Board of Directors may abolish any such reserve in the manner in which it was created.

8.4.Checks. All checks, bank drafts and other orders for the payment of money shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. If no such designation is made and unless and until the Board of Directors otherwise provides, the President and Treasurer shall have power to sign all such instruments which are executed or made in the ordinary course of the corporation’s business for, in behalf of and in the name of the corporation.

8.5.Fiscal Year. For accounting and income tax purposes, the corporation shall operate on such fiscal year as may be designated from time to time by the Board of Directors.

8.6.Directors’ Annual Statement. The Board of Directors may present at each annual meeting and, when called for by vote of the shareholders, shall present to any annual or special meeting of the shareholders a full and clear statement of the business and condition of the corporation.

8.7.Amendments. The Bylaws of the corporation may from time to time be altered or amended in any respect or repealed in whole or in part, or new Bylaws may be adopted by an affirmative vote of the holders of a majority of the

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corporation’s outstanding shares entitled to vote, unless and to the extent that the power to do so is vested in the Board of Directors by the Articles of Incorporation in the manner provided in the Articles of Incorporation.

CERTIFICATE

I, the undersigned, hereby certify that I am the Secretary of NU-PMT, Inc. and the keeper of its corporate records; that the foregoing Bylaws were duly adopted by said corporation’s Board of Directors as and for the Bylaws of said corporation, effective as of the first day of August, 1988; that the foregoing constitute the Bylaws of said corporation; and that such Bylaws are now in full force and effect.

Dated:
	/s/ John H. Kreamer
	John H. Kreamer, Secretary

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EX-4.1.1

Exhibit 4.1.1

Execution Version

JACK COOPER HOLDINGS CORP.,

as Issuer

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

as Guarantors

9.25% SENIOR SECURED NOTES DUE 2020

INDENTURE

DATED AS OF JUNE 18, 2013

U.S. BANK NATIONAL ASSOCIATION,
as Trustee and as Collateral Agent

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1	Definitions	1
SECTION 1.2	Other Definitions	26
SECTION 1.3	Rules of Construction	28
ARTICLE II
THE NOTES
SECTION 2.1	Form and Dating	28
SECTION 2.2	Execution and Authentication	30
SECTION 2.3	Registrar; Paying Agent	30
SECTION 2.4	Paying Agent to Hold Money in Trust	30
SECTION 2.5	Holder Lists	31
SECTION 2.6	Book-Entry Provisions for Global Securities	31
SECTION 2.7	Replacement Notes	34
SECTION 2.8	Outstanding Notes	34
SECTION 2.9	Treasury Notes	34
SECTION 2.10	Temporary Notes	35
SECTION 2.11	Cancellation	35
SECTION 2.12	Defaulted Interest	35
SECTION 2.13	Record Date	35
SECTION 2.14	Computation of Interest	35
SECTION 2.15	CUSIP Number	35
SECTION 2.16	Special Transfer Provisions	36
SECTION 2.17	Issuance of Additional Notes	37
ARTICLE III
REDEMPTION AND PREPAYMENT
SECTION 3.1	Notices to Trustee	38
SECTION 3.2	Selection of Notes to Be Redeemed	38
SECTION 3.3	Notice of Redemption	38
SECTION 3.4	Effect of Notice of Redemption	39
SECTION 3.5	Deposit of Redemption of Purchase Price	39
SECTION 3.6	Notes Redeemed in Part	39
SECTION 3.7	Optional Redemption	39
SECTION 3.8	Mandatory Redemption	40
SECTION 3.9	Offer to Purchase	40
ARTICLE IV
COVENANTS
SECTION 4.1	Payment of Notes	41
SECTION 4.2	Maintenance of Office or Agency	41
SECTION 4.3	Provision of Financial Information	41

i

		Page
SECTION 4.4	Compliance Certificate	43
SECTION 4.5	Taxes	43
SECTION 4.6	Stay, Extension and Usury Laws	43
SECTION 4.7	Limitation on Restricted Payments	43
SECTION 4.8	Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries	46
SECTION 4.9	Limitation on Incurrence of Debt.	48
SECTION 4.10	Limitation on Asset Sales	50
SECTION 4.11	Limitation on Transactions with Affiliates	54
SECTION 4.12	Limitation on Liens	55
SECTION 4.13	Maintenance of Property and Insurance	56
SECTION 4.14	Offer to Purchase upon Change of Control	56
SECTION 4.15	Corporate Existence	57
SECTION 4.16	Limitation on Business Activities	57
SECTION 4.17	Additional Note Guarantees	57
SECTION 4.18	Limitation on Creation of Unrestricted Subsidiaries	57
SECTION 4.19	Further Assurances	58
SECTION 4.20	Additional Interest Notice	58
ARTICLE V
SUCCESSORS
SECTION 5.1	Consolidation, Merger, Conveyance, Transfer or Lease	59
SECTION 5.2	Successor Person Substituted	60
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.1	Events of Default	60
SECTION 6.2	Acceleration	62
SECTION 6.3	Other Remedies	62
SECTION 6.4	Waiver of Past Defaults	63
SECTION 6.5	Control by Majority	63
SECTION 6.6	Limitation on Suits	63
SECTION 6.7	Rights of Holders of Notes to Receive Payment	63
SECTION 6.8	Collection Suit by Trustee	63
SECTION 6.9	Trustee May File Proofs of Claim	64
SECTION 6.10	Priorities	64
SECTION 6.11	Undertaking for Costs	64
ARTICLE VII
TRUSTEE
SECTION 7.1	Duties of Trustee	65
SECTION 7.2	Rights of Trustee	66
SECTION 7.3	Individual Rights of Trustee	67
SECTION 7.4	Trustee’s Disclaimer	67
SECTION 7.5	Notice of Defaults	67
SECTION 7.6	Reports by Trustee to Holders of the Notes	67
SECTION 7.7	Compensation and Indemnity	67
SECTION 7.8	Replacement of Trustee	68
SECTION 7.9	Successor Trustee by Merger, Etc.	69

ii

		Page
SECTION 7.10	Eligibility; Disqualification	69
SECTION 7.11	Preferential Collection of Claims Against the Issuer	70
SECTION 7.12	Trustee’s Application for Instructions from the Issuer	70
SECTION 7.13	Limitation of Liability	70
SECTION 7.14	Collateral Agent	70
SECTION 7.15	Co-Trustees; Separate Trustee; Collateral Agent	70
SECTION 7.16	Limitation on Duty of Trustee and Collateral Agent in Respect of Collateral; Indemnification	71
ARTICLE VIII
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
SECTION 8.1	Option to Effect Legal Defeasance or Covenant Defeasance	72
SECTION 8.2	Legal Defeasance	72
SECTION 8.3	Covenant Defeasance	73
SECTION 8.4	Conditions to Legal Defeasance or Covenant Defeasance	73
SECTION 8.5	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	74
SECTION 8.6	Repayment to Issuer	74
SECTION 8.7	Reinstatement	75
SECTION 8.8	Discharge	75
ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 9.1	Without Consent of Holders of the Notes	75
SECTION 9.2	With Consent of Holders of Notes	77
SECTION 9.3	Revocation and Effect of Consents	78
SECTION 9.4	Notation on or Exchange of Notes	78
SECTION 9.5	Trustee to Sign Amendments, Etc.	78
ARTICLE X
SECURITY
SECTION 10.1	Security Documents; Additional Collateral	79
SECTION 10.2	Recording, Registration and Opinions	79
SECTION 10.3	Releases of Collateral	80
SECTION 10.4	Form and Sufficiency of Release	80
SECTION 10.5	Possession and Use of Collateral	81
SECTION 10.6	Purchaser Protected	81
SECTION 10.7	Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents	81
SECTION 10.8	Authorization of Receipt of Funds by the Trustee Under the Security Agreement	81
SECTION 10.9	Powers Exercisable by Receiver or Collateral Agent	81
SECTION 10.10	Appointment and Authorization of U.S. Bank National Association as Collateral Agent	82
ARTICLE XI
NOTE GUARANTEES

iii

		Page
SECTION 11.1	Note Guarantees	82
SECTION 11.2	Execution and Delivery of Note Guarantee	83
SECTION 11.3	Severability	84
SECTION 11.4	Limitation of Guarantors’ Liability	84
SECTION 11.5	Guarantors May Consolidate, Etc., on Certain Terms	84
SECTION 11.6	Release of a Guarantor	85
SECTION 11.7	Benefits Acknowledged	85
SECTION 11.8	Future Guarantors	85
ARTICLE XII
MISCELLANEOUS
SECTION 12.1	Notices	86
SECTION 12.2	Communication by Holders of Notes with Other Holders of Notes	87
SECTION 12.3	Certificate and Opinion as to Conditions Precedent	87
SECTION 12.4	Statements Required in Certificate or Opinion	87
SECTION 12.5	Rules by Trustee and Agents	88
SECTION 12.6	No Personal Liability of Directors, Officers, Employees and Stockholders	88
SECTION 12.7	Governing Law	88
SECTION 12.8	No Adverse Interpretation of Other Agreements	88
SECTION 12.9	Successors	88
SECTION 12.10	Severability	88
SECTION 12.11	Counterpart Originals	88
SECTION 12.12	Table of Contents, Headings, Etc.	89
SECTION 12.13	Acts of Holders	89
SECTION 12.14	Intercreditor Agreement	89
SECTION 12.15	Patriot Act	89
SECTION 12.16	Trust Indenture Act Controls	90

iv

EXHIBITS

Exhibit A	FORM OF 9.25% SENIOR SECURED NOTE
Exhibit B	FORM OF NOTATIONAL GUARANTEE
Exhibit C	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A
Exhibit D	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S
Exhibit E	FORM OF SUPPLEMENTAL INDENTURE IN RESPECT OF GUARANTEE

v

This Indenture, dated as of June 18, 2013, is by and among Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (in such capacity and not in its individual capacity, the “Trustee”) and as Collateral Agent (as defined herein).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of (i) the Issuer’s 9.25% Senior Secured Notes due 2020 issued on the date hereof that contain the restrictive legend in Exhibit A (the “Initial Notes”), (ii) Exchange Notes issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement (as defined herein) and pursuant to an effective registration statement under the Securities Act (as defined herein) without the restrictive legends in Exhibit A (the “Exchange Notes”) and (iii) Additional Notes (as defined herein) issued from time to time (together with the Initial Notes and the Exchange Notes, the “Notes”).

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1Definitions.

“ABL Collateral” shall have the meaning given to the term “ABL Priority Collateral” in the Intercreditor Agreement.

“ABL Credit Agreement” means that certain Credit Agreement, dated November 29, 2010, and as amended and restated by that certain Amended and Restated Credit Agreement to be dated on or about the Issue Date, by and among the Issuer and certain of its Subsidiaries, as Borrowers, Wells Fargo Capital Finance, LLC, as the Agent, and the lenders signatory thereto, together with all related notes, letters of credit, collateral documents, guarantees, and any other related agreements and instruments executed and delivered in connection therewith, in each case as amended, modified, supplemented, restated, refinanced, refunded or replaced in whole or in part from time to time including by or pursuant to any agreement or instrument that extends the maturity of any Debt thereunder, or increases the amount of available borrowings thereunder (provided that such increase in borrowings is permitted under the definition of the term “Permitted Debt”), or adds Subsidiaries of the Issuer as additional borrowers or guarantors thereunder, in each case with respect to such agreement or any successor or replacement agreement and whether by the same or any other agent, lender, group of lenders, purchasers or debt holders.

“ABL Credit Agreement Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of the Issuer and its Restricted Subsidiaries parties thereto, arising under the ABL Credit Agreement or otherwise with respect to any loan or letter of credit thereunder or any related Hedging Obligation, Bank Product obligation or cash management obligation that is secured thereby, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Issuer or any Restricted Subsidiary of any proceeding under applicable bankruptcy, insolvency, conservatorship, assignment for the benefit of creditors, moratorium, receivership, reorganization or similar debtor relief laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ABL Priority Leverage Ratio” means, as of any date of determination (the “Determination Date”), the ratio of (a) the aggregate amount of all Debt secured by first priority Liens on the ABL Collateral of the Issuer and the Restricted Subsidiaries on the Determination Date to (b) the aggregate amount of Consolidated EBITDA for the Four-Quarter Period.  For purposes of this definition, Debt and Consolidated EBITDA shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(a)           the Incurrence of any Debt of the Issuer or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Debt occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination Date, as if such Incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and

(b)           any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Debt and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis in accordance with Regulation S-X under the Exchange Act associated with any such Asset Acquisition or Asset Sale)) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Debt or Acquired Debt) occurred on the first day of the Four-Quarter Period;

provided that no pro forma effect shall be given to the incurrence of any Permitted Debt Incurred on such date of determination or the discharge on such date of determination of any Debt from the proceeds of any such Permitted Debt; provided, further, that for purposes of calculating Debt for the ABL Priority Leverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period.

“Acquired Debt” means Debt of a Person (including an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person.

“Additional Interest” means all amounts, if any, payable pursuant to the Registration Rights Agreement.

“Additional Notes” means Notes (other than the Initial Notes) issued pursuant to Article II hereof and otherwise in compliance with the provisions of this Indenture.

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person.  For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings that correspond to the foregoing.

“After-Acquired Real Property” means future owned real properties owned by any Issuer or any Guarantor with a fair market value in excess of $3,000,000.

“Agent” means any Registrar, Paying Agent (so long as Trustee serves in such capacity) or co-registrar.

“Applicable Premium” means, as calculated by the Issuer, with respect to any Note on any applicable redemption date, the greater of:

(1)           1.00% of the then outstanding principal amount of the Note; and

(2)           the excess of:

(a)           the present value at such redemption date of (i) the Redemption Price of the Note at June 1, 2016 (such Redemption Price being set forth in the table appearing in Section 3.7(b)) plus (ii) all required interest payments due on the Note through June 1, 2016 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)           the then outstanding principal amount of the Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such transfer or exchange.

2

“Asset Acquisition” means:

(i) an Investment by the Issuer or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into the Issuer or any Restricted Subsidiary; or

(ii) the acquisition by the Issuer or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business and consistent with past practices.

“Asset Sale” means (x) any transfer, conveyance, sale, lease or other disposition (including, without limitation, dispositions pursuant to any consolidation or merger) by the Issuer or any Restricted Subsidiary to any Person (other than to the Issuer or one or more Restricted Subsidiaries) in any single transaction or series of transactions of:

(i) Capital Interests in another Person (other than Capital Interests in the Issuer or directors’ qualifying shares or shares or interests required to be held by foreign nationals pursuant to local law); or

(ii) any other property or assets (other than in the normal course of business, including any sale or other disposition of obsolete or permanently retired equipment and any sale of inventory in the ordinary course of business); or

(y)             an Event of Loss; provided, however, that the term “Asset Sale” shall exclude:

(a)           any asset disposition permitted by Section 5.1 that constitutes a disposition of all or substantially all of the assets of the Issuer and the Restricted Subsidiaries taken as a whole;

(b)           any single transaction or series of related transactions that involve the sale of assets or sale of Capital Interests of a Restricted Subsidiary having a Fair Market Value of less than $2,500,000;

(c)           sales or other dispositions of cash or Eligible Cash Equivalents;

(d)           sales of interests in Unrestricted Subsidiaries;

(e)           the sale and leaseback of any assets  within 180 days of the acquisition thereof;

(f)            the disposition of assets that, in the good faith judgment of the Board of Directors or management of the Issuer, are no longer used or useful in the business of such entity;

(g)           a Restricted Payment or Permitted Investment that is otherwise permitted by this Indenture;

(h)           the sale or lease of equipment or inventory in the ordinary course of business;

(i)            the creation of a Lien (but not the sale or other disposition of the property subject to such Lien);

(j)            leases or subleases in the ordinary course of business to third persons not interfering in any material respect with the business of the Issuer or any of the Restricted Subsidiaries and otherwise in accordance with the provisions of this Indenture;

(k)           dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business;

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(l)            licensing of intellectual property in accordance with industry practice in the ordinary course of business;

(m)          an issuance of Capital Interests by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary;

(n)           any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind in the ordinary course of business;

(o)           the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(p)           the grant in the ordinary course of business of any license of patents, trademarks, know-how and any other intellectual property; or

(q)           sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements or similar binding arrangements.

For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.

“Asset Sale Offer” means an Offer to Purchase required to be made by the Issuer to all Holders pursuant to Section 4.10.

“Average Life” means, as of any date of determination, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment (including any sinking fund or mandatory redemption payment requirements) of such Debt multiplied by (y) the amount of such principal payment by (ii) the sum of all such principal payments.

“Bank Collateral Agent” means Wells Fargo Capital Finance, LLC and any successor under the ABL Credit Agreement, or if there is no ABL Credit Agreement, the “Bank Collateral Agent” designated pursuant to the terms of the Credit Facility Obligations.

“Bank Lender” means any lender or holder of Debt under the ABL Credit Agreement.

“Bank Product” means any services or facilities provided to the Issuer or any Guarantor by the Bank Collateral Agent, any Bank Lender, or any of their respective Affiliates, including, without limitation, Hedging Obligations.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.

“Board of Directors” means (i) with respect to the Issuer or any Restricted Subsidiary, its board of directors or, other than for purposes of the definition of “Change of Control,” any duly authorized committee thereof; (ii) with respect to any other corporation, the board of directors of such corporation or any duly authorized committee thereof; and (iii) with respect to any other entity, the board of directors or similar body of the general partner or managers of such entity or any duly authorized committee thereof.

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“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Issuer or any Restricted Subsidiary to have been duly adopted by its Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.

“Borrowing Base” means, as of any date of determination, the result of (a) 85% of the face amount of all accounts receivable owned by the Issuer and its Restricted Subsidiaries based on the most recently prepared consolidated balance sheet of the Issuer and its Restricted Subsidiaries preceding such date that were not more than 60 days past due; plus (b) 85% of the appraised net orderly liquidation value of Vehicles owned by the Issuer and its Restricted Subsidiaries; plus (c) 85% of the hard costs of new Vehicles, in the case of clauses (b) and (c), as of the end of the most recent fiscal quarter preceding such date.

“Business Day” means any day other than a Legal Holiday.

“Capital Interests” in any Person means any and all shares, interests (including preferred interests, restricted stock interests and stock options, warrants and other convertible instruments), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person.

“Capital Lease Obligations” means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.12, a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.

“Certificated Notes” means Notes that are in the form of Exhibit A attached hereto.

“Change of Control” means the occurrence of any of the following events:

(i) the acquisition by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that is or becomes the “beneficial owner” (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (i) such Person or group or Permitted Holder shall be deemed to have “beneficial ownership” of all shares that any such Person or group has the right to acquire by conversion or exercise of other securities, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the Voting Interests in the Issuer;

(ii) following the Issue Date, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Issuer (together with any new directors whose nomination for  election or election by the Board of Directors or whose nomination for election or election by the equity holders of the Issuer was approved either (x) by a vote of a majority of the directors of the Issuer then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved or (y) by the Permitted Holders) cease for any reason to constitute a majority of the Issuer’s Board of Directors then in office; or

(iii) the Issuer sells, conveys, transfers or leases (either in one transaction or a series of related transactions) all or substantially all of the Issuer’s assets (determined on a consolidated basis) to any Person (other than a Person that is controlled by any of the Permitted Holders), or the Issuer consolidates with or merges into another Person or any Person consolidates with or merges into the Issuer other than pursuant to a transaction in which the holders of the Voting Interests in the Issuer immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Interests of the surviving corporation immediately after such transaction in substantially the same proportion as before the transaction.

“Change of Control Payment” has the meaning set forth in Section 4.14.

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“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

“Collateral” means all of the assets of the Issuer and the Guarantors, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any Obligations under to the Notes and the Note Guarantees and any Permitted Additional Pari Passu Obligations (including proceeds and products thereof).

“Collateral Agent” means U.S. Bank National Association solely in its capacity as collateral agent under this Indenture and the Security Documents together with its successors.

“Commission” means the Securities and Exchange Commission.

“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, the following, other than with respect to clause (ix), to the extent deducted in computing such Consolidated Net Income:

(i)            Consolidated Income Tax Expense (other than income tax expense (either positive or negative) attributable to extraordinary gains or losses); plus

(ii)           the Consolidated Interest Expense of such Person and the Restricted Subsidiaries for such period; plus

(iii)          the aggregate depreciation, amortization (including amortization of goodwill and other intangibles) and other Consolidated Non-cash Charges, including straight line rent expense and pension expense, to the extent non-cash; plus

(iv)          an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, disposition of any securities by such Person or any of its Restricted Subsidiaries or extinguishment of any Debt of such Person or any of its Restricted Subsidiaries; plus

(v)           the Consolidated Fixed Charges of such Person and its Restricted Subsidiaries for such period; plus

(vi)          claims costs, claims management expenses and adjustments to reserves under workers’ compensation, trucker’s liabilities and general liability insurance for claims related to events occurring on or prior to July 27, 2009; plus

(vii)         pension partial or full withdrawal expense in connection with the Western Conference of Teamsters Pension Trust for such period, to the extent that such expenses were deducted in computing such Consolidated Net Income; plus

(viii)        severance and like expenses accrued under any employment or consulting agreement in effect on the Issue Date to the extent expensed, determined on a consolidated basis with GAAP; plus

(ix)          the amount of cost savings, operational improvements and other synergies projected by the Issuer in good faith to be realized as a result of actions taken or expected to be taken (including, without limitation, actions taken or expected to be taken in connection with Asset Sales, Asset Acquisitions, investments and discontinued operations for which pro forma adjustments are required in connection with the calculation of any ratio contained herein) during such period (calculated on a pro forma basis as though such cost savings, operational improvements and other synergies had been realized on the first day of such period), but not including the amount of actual benefits realized during such period from such actions; provided that (w) such cost savings, operational improvements and other synergies are reasonably identifiable and factually supportable, (x) such cost savings, operational improvements and other synergies are expected to be realized within 12 months of the date thereof in connection with such actions, (y) the aggregate

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amount of cost savings, operational improvements and other synergies added pursuant to this clause (ix) shall not exceed 10.0% of Consolidated EBITDA on a consolidated basis for the Issuer’s and its Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of determination (calculated excluding such cost savings, operational improvements and other synergies), for any four consecutive quarter period (provided that this subclause (y) shall not apply to the acquisition of any business out of bankruptcy) and (z) such cost savings, operational improvements and other synergies are set forth in an Officers’ Certificate certifying that such cost savings, operational improvements and other synergies comply with the requirements of this clause (ix); plus

(x)           fees and costs (including transaction fees, attorneys’ fees and other professional costs) incurred in connection with the Transactions.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of the aggregate amount of Consolidated EBITDA of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the date of the transaction (the “Transaction Date”) giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period being referred to herein as the “Four-Quarter Period”) to the aggregate amount of Consolidated Fixed Charges of such Person for the Four-Quarter Period.  In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect, on a pro forma basis for the period of such calculation, to any Asset Sales or Asset Acquisitions, investments and discontinued operations (as determined in accordance with GAAP) and designations of any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary occurring during the Four-Quarter Period or any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale (including any associated repayment of Debt) or Asset Acquisition (including the incurrence or assumption of any associated Acquired Debt), investment, disposed operation or designation occurred on the first day of the Four-Quarter Period.

The Consolidated Fixed Charge Coverage Ratio shall be calculated on a pro forma basis as if any such Debt being Incurred (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period, had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period; provided that for purposes of calculating the Consolidated Fixed Charge Coverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period.  Furthermore, interest on Debt determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of these agreements.

If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Debt of a third Person, the above clause shall give effect to the incurrence of such Guaranteed Debt as if such Person or such Subsidiary had directly incurred or otherwise assumed such Guaranteed Debt.

“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, the amounts for such period of:

(i)            Consolidated Interest Expense; and

(ii)           the product of (a) all dividends and other distributions paid or accrued (other than dividends or other distributions paid or accruing in Qualified Capital Interests) during such period in respect of Redeemable Capital Interests of such Person and its Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial and local statutory tax rate of such Person, expressed as a decimal.

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“Consolidated Income Tax Expense” means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes and state franchise taxes of such Person and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(i) the interest expense of such Person and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation:

(a)           any amortization of debt discount;

(b)           the net cost under non-speculative Hedging Obligations (including any amortization of discounts);

(c)           the interest portion of any deferred payment obligation;

(d)           all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing or similar activities; and

(e)           all accrued interest; plus

(ii) the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and the Restricted Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; plus

(iii) the interest expense on any Debt guaranteed by such Person and the Restricted Subsidiaries; plus

(iv) all capitalized interest of such Person and the Restricted Subsidiaries for such period;

provided, however, that Consolidated Interest Expense will exclude the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and expenses.

“Consolidated Net Income” means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and the Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by excluding, without duplication:

(a)           all extraordinary gains or losses (net of fees and expenses relating to the transaction giving rise thereto), income, expenses or charges;

(b)           the portion of net income of such Person and the Restricted Subsidiaries allocable to noncontrolling interest in unconsolidated Persons or Investments in Unrestricted Subsidiaries to the extent that cash dividends or distributions have not or could not have actually been received by such Person or one of the Restricted Subsidiaries;

(c)           gains or losses in respect of any Asset Sales after the Issue Date by such Person or one of the Restricted Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-tax basis;

(d)           solely for purposes of determining the amount available for Restricted Payments under clause (c) of the first paragraph of Section 4.7, the net income of any Restricted Subsidiary (other than a Guarantor) or such Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the

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terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders;

(e)           any fees and expenses, including deferred finance costs, paid in connection with the issuance of the Notes, documentation and establishment of the ABL Credit Agreement and consummation of the Transactions;

(f)            non-cash compensation expense incurred with any issuance of equity interests to an employee of such Person or any Restricted Subsidiary; and

(g)           any gain or loss realized as a result of the cumulative effect of a change in accounting principles.

“Consolidated Net Tangible Assets” means, with respect to any Person, the aggregate amount of assets of such Person and its Restricted Subsidiaries (less applicable reserves and other properly deductible items) after deducting therefrom (a) all current liabilities (excluding any indebtedness for money borrowed having a maturity of less than 12 months from the date of the most recent consolidated balance sheet of such Person but which by its terms is renewable or extendable beyond 12 months from such date at the option of the borrower) and (b) all goodwill, trade names, patents, unamortized debt discount and expense and any other like intangibles, all as set forth on the most recent consolidated balance sheet of such Person and computed in accordance with GAAP.

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate non-cash charges and expenses of such Person and the Restricted Subsidiaries reducing Consolidated Net Income of such Person and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding depreciation and amortization and excluding any such charges constituting an extraordinary item or loss or any charge which requires an accrual of or a reserve for cash charges for any future period and including any non-cash charges relating to abandonment of assets or reserves related thereto).

“Consolidated Senior Secured Leverage Ratio” means, as of any Determination Date, the ratio of (a) the aggregate amount of all Debt for borrowed money secured by Liens of the Issuer and the Restricted Subsidiaries on the Determination Date to (b) the aggregate amount of Consolidated EBITDA for the Four-Quarter Period.  For purposes of this definition, Debt and Consolidated EBITDA shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(a)           the Incurrence of any Debt of the Issuer or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Debt occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination Date, as if such Incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and

(b)           any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Debt and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis in accordance with Regulation S-X under the Exchange Act associated with any such Asset Acquisition or Asset Sale)) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Debt or Acquired Debt) occurred on the first day of the Four-Quarter Period;

provided that no pro forma effect shall be given to the incurrence of any Permitted Debt Incurred on such date of determination or the discharge on such date of determination of any Debt from the proceeds of any such Permitted Debt; provided, further, that for purposes of calculating Debt for the Consolidated Senior Secured Leverage Ratio,

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the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period.

“Corporate Trust Office” means the designated office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at U.S. Bank National Association, 60 Livingston Avenue, St. Paul MN 55107, Attention: Jack Cooper Corporate Trust Administrator, or such other address as the Trustee may designate from time to time by written notice to the Holders and the Issuer, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuer).

“Credit Facility” means one or more debt facilities, including the ABL Credit Agreement or other financing arrangements (including without limitation commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case, as amended, extended, renewed, restated, supplemented, replaced (whether or not upon termination and whether with the original lenders, institutional investors or otherwise), refinanced (including through the issuance of debt securities), restructured or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Debt incurred to refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Facility or Facilities or a successor Credit Facility, whether by the same or any other agent, lender or group of lenders (or institutional investors).

“Credit Facility Loan Documents” has the meaning set forth in the Intercreditor Agreement.

“Credit Facility Obligations” means the “Liabilities” or any comparable term as that term is defined in any Credit Facility (including the ABL Credit Agreement) (including, in each case, all amounts accruing on or after the commencement of any insolvency proceeding relating to any grantor and all amounts that would have accrued or become due under the terms of the Credit Facility Loan Documents (as defined in the Intercreditor Agreement) but for the effect of the insolvency proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such insolvency proceeding).

“Debt” means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, or non-recourse, the following, if and to the extent the following items (other than clauses (iii), (vi), (vii) and (viii) below) would appear as liabilities on a balance sheet of such Person prepared in accordance with GAAP:  (i) all indebtedness of such Person for money borrowed or for the deferred purchase price of property which is due and payable in accordance with the agreement governing such purchase and which is not paid on the date due and payable (excluding any trade payables, trade accounts payable or other current liabilities incurred in the ordinary course of business, accrued expenses and any obligations to pay a contingent purchase price as long as such obligation remains contingent); (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all obligations of such Person for the reimbursement of any obligor on any letters of credit (other than letters of credit that are secured by cash or Eligible Cash Equivalents), bankers’ acceptances or similar facilities (other than obligations with respect to letters of credit, banker’s acceptances or similar facilities securing obligations (other than obligations described under clause (i) and (ii) above) entered into in the ordinary course of business of such Person to the extent such letters of credit and banker’s acceptances or similar facilities are not drawn upon, or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, banker’s acceptance or similar facility); (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person which is due and payable in accordance with the agreement governing such purchase and which is not paid on the date due and payable (excluding trade accounts payable arising in the ordinary course of business, deemed expenses and excluding any obligations to pay a contingent purchase price as long as such obligation remains contingent, subject to the penultimate paragraph of this definition); (v) all Capital Lease Obligations of such Person (but excluding obligations under operating leases); (vi) the maximum fixed redemption or repurchase price of Redeemable Capital Interests in such Person at the time of determination (but excluding any accrued dividends); (vii) net Obligations under any Hedging Obligations of such Person at the time of determination; and (viii) all obligations of the types referred to in clauses (i) through (vii) of this definition of another Person and all dividends and other distributions of another Person, the payment of which, in either case, (A) such Person has

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Guaranteed or (B) is secured by any Lien upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such Debt, dividends or other distributions.  For purposes of the foregoing:  (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii)(A) above shall be the maximum liability under any such Guarantee; (d) the amount of any Debt described in clause (viii)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; and (e) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt.

Notwithstanding the foregoing, in connection with the purchase by the Issuer or any Restricted Subsidiary of any business, the term “Debt” will exclude (x) customary indemnification obligations and (y) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment is otherwise contingent; provided, however, that such amount would not be required to be reflected as a liability on the face of a balance sheet prepared in accordance with GAAP.

The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.

“Default” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Notes, until a successor shall have been appointed and become such pursuant to Section 2.6 hereof, and, thereafter, “Depositary” shall mean or include such successor.

“Designation” has the meaning set forth in Section 4.18.

“Designation Amount” has the meaning set forth in Section 4.18.

“Determination Date” has the meaning set forth in the definition of “ABL Priority Leverage Ratio.”

“Discharge of Credit Facility Obligations” shall have the meaning given to the term “Discharge of Credit Facility Obligations” in the Intercreditor Agreement.

“DTC” means The Depository Trust Company (55 Water Street, New York, New York).

“Eligible Bank” means a bank or trust company that (i) is organized and existing under the laws of the United States of America, or any state, territory or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500,000,000 and (iii) the senior Debt of such bank or trust company is rated at least “A-2” by Moody’s or at least “A” by Standard & Poor’s.

“Eligible Cash Equivalents” means any of the following Investments:  (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any Eligible Bank; provided that such Investments have a maturity date not more than two years after date of acquisition and that the Average Life of all such Investments is

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one year or less from the respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof; provided that such Investments mature, or are subject to tender at the option of the holder thereof within 365 days after the date of acquisition and, at the time of acquisition, have a rating of at least A from Standard & Poor’s or A-2 from Moody’s (or an equivalent rating by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the Issuer; provided that such Investments have one of the two highest ratings obtainable from either Standard & Poor’s or Moody’s at the time of their acquisition and mature within 180 days after the date of acquisition; (vi) overnight and demand deposits in and bankers’ acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; (vii) money market funds substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vi) above; and (viii) instruments equivalent to those referred to in clauses (i) through (vi) above or funds equivalent to those referred to in clause (vii) above denominated in Euros or any other foreign currency comparable in credit quality and tender to those referred to in such clauses and customarily used by corporations for cash management purposes in jurisdictions outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction, all as determined in good faith by the Issuer.

“Equity Offering” means (i) an underwritten public equity offering of Qualified Capital Interests pursuant to an effective registration statement under the Securities Act of the Issuer, or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer or any successor to the Issuer in the form of Qualified Capital Interests, other than any public offerings registered on Form S-8, or (ii) a private equity offering of Qualified Capital Interests of the Issuer, or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer or any successor to the Issuer in the form of Qualified Capital Interests.

“Event of Loss” means, with respect to any property or asset (tangible or intangible, real or personal) constituting Collateral, any of the following:

(i) any loss, destruction or damage of such property or asset;

(ii) any institution of any proceeding for the condemnation or seizure of such property or asset or for the exercise of any right of eminent domain;

(iii) any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset;

(iv) any settlement in lieu of clauses (ii) or (iii) above; or

(v) any loss as a result of a title event or claim against the title insurance company insuring such property;

in each case, having a Fair Market Value in excess of $5,000,000.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Offer” has the meaning as defined in the Registration Rights Agreement.

“Exchange Notes” means notes substantially identical to the Notes issued in exchange for the Notes pursuant to the Registration Rights Agreement.

“Excluded Collateral” has the meaning as defined in the Security Agreement.

“Existing Notes” means the Issuer’s $157,500,000 in aggregate principal amount 12.75% Senior Secured Notes due 2015.

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“Expiration Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Fair Market Value” means, with respect to the consideration received or paid in any transaction or series of transactions, the fair market value thereof, as determined in good faith by the Issuer, or, in the event of an exchange of assets with a Fair Market Value in excess of $2,500,000, determined in good faith by the Board of Directors of the Issuer.

“Foreign Subsidiary” means any Subsidiary of the Issuer organized under the laws of any jurisdiction other than the United States of America or any State thereof or the District of Columbia.

“Four-Quarter Period” has the meaning set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”

“GAAP” means generally accepted accounting principles in the United States, consistently applied, as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Issue Date.

“Global Note Legend” means the legend identified as such in Exhibit A hereto.

“Global Notes” means the Notes in global form that are in the form of Exhibit A hereto.

“Guarantee” means, as applied to any Debt of another Person, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the normal course of business), direct or indirect, in any manner, of any part or all of such Debt, (ii) any direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Debt of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such Debt of another Person (and “Guaranteed” and “Guaranteeing” shall have meanings that correspond to the foregoing).

“Guarantor” means any Person that executes a Note Guarantee in accordance with the provisions of this Indenture and their respective successors and assigns.

“Hedging Obligation” means, with respect to any Person, the obligations of such Person pursuant to (1) any interest rate swap agreement, interest rate collar agreement or other similar agreement or arrangement, (2) agreements or arrangements to manage fluctuations in currency exchange rates or (3) any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

“Holder” means a Person in whose name a Note is registered in the security register.

“Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or other obligation on the balance sheet of such Person.  Debt otherwise Incurred by a Person before it becomes a Subsidiary of the Issuer shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary of the Issuer.  “Incurrence” and “Incurred” shall have meanings that correspond to the foregoing.  A Guarantee by any of the Issuer or Restricted Subsidiaries of Debt Incurred by the Issuer or any Restricted Subsidiary, as applicable, shall not be a separate Incurrence of Debt.  In addition, the following shall not be deemed a separate Incurrence of Debt:

(i)         accrual of interest, amortization or accretion of debt discount or accretion of principal;

(ii)        the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Capital Interests in the form of additional

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Capital Interests of the same class and with the same terms or the accretion or accumulation of dividends on any Capital Interests;

(iii)       the obligation to pay a premium in respect of Debt arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Debt; and

(iv)      unrealized losses or charges in respect of Hedging Obligations.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Initial Notes” has the meaning set forth in the preamble hereto.

“Initial Purchasers” means Wells Fargo Securities, LLC and Barclays Capital Inc.

“Intercreditor Agreement” means the intercreditor agreement dated as of the Issue Date among the Bank Collateral Agent, the Trustee and the Collateral Agent as it may be amended from time to time in accordance with this Indenture.

“Investment” by any Person means any direct or indirect loan, advance (or other extension of credit, but excluding commission, travel and similar advances to directors, officers and employees made in the ordinary course of business) or capital contribution to (by means of any transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including, without limitation, the following:  (i) the purchase or acquisition of any Capital Interest or other evidence of beneficial ownership in another Person; and (ii) the purchase, acquisition or Guarantee of the obligations of another Person or the issuance of a “keep-well” with respect thereto; but shall exclude:  (a) accounts receivable and other extensions of trade credit on commercially reasonable terms in accordance with normal trade practices; (b) the acquisition of property, assets and services from suppliers and other vendors in the normal course of business; and (c) prepaid expenses and workers’ compensation, utility, lease and similar deposits, in the normal course of business.  Except as otherwise specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to a Designation under Section 4.18 shall be the Designation Amount determined in accordance with such covenant. If the Issuer or any of its Subsidiaries sells or otherwise disposes of any Capital Interests of any direct or indirect Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Issuer shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Capital Interests and of all other Investments in such Subsidiary not sold or disposed of, which amount shall be determined in good faith by the Board of Directors of the Issuer. For the avoidance of doubt, any payments pursuant to any Guarantee previously incurred in compliance with this Indenture or shall not be deemed to be Investments by any of the Issuer or Restricted Subsidiaries.

“Issue Date” means June 18, 2013.

“Issuer” has the meaning set forth in the preamble hereto until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means the successor.

“Issuer Order” means any written instruction by the Issuer and executed by an Officer of the Issuer.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York, the city in which the Corporate Trust Office of the Trustee is located or at a place of payment are authorized or required by law, regulation or executive order to remain closed.  If a payment date in a place of payment is a Legal Holiday, payment shall be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

“Lien” means, with respect to any property or other asset, any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, assignment, deposit arrangement, security interest, lien (statutory or otherwise), charge, easement, encumbrance or other security agreement on or with respect to such property or other asset (including,

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without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Net Cash Proceeds” means, with respect to Asset Sales of any Person, cash and Eligible Cash Equivalents received, net of:  (i) all reasonable out-of-pocket costs and expenses of such Person incurred in connection with such a sale, including, without limitation, all legal, accounting, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations associated with such Asset Sale; (iii) all payments made by such Person on any Debt that is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Debt, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other than the Issuer or Restricted Subsidiaries) in connection with such Asset Sale (other than in the case of Collateral, any Lien which does not rank prior to the Liens in the Collateral granted to the Collateral Agent pursuant to this Indenture and the Security Documents); and (iv) all contractually required distributions and other payments made to noncontrolling interest holders in Restricted Subsidiaries of such Person as a result of such transaction; provided, however, that: (a) in the event that any consideration for an Asset Sale (which would otherwise constitute Net Cash Proceeds) is required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion thereof) shall become Net Cash Proceeds only at such time as it is released to such Person from escrow or otherwise; and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall become Net Cash Proceeds only at such time as it is so converted.

“Non-Recourse Debt” means Debt:

(1) as to which neither the Issuer nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both, any holder of any other Debt (other than the Notes) of the Issuer or any Restricted Subsidiary to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity.

“Note Custodian” means the Trustee when serving as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto.

“Note Guarantee” means any guarantee of the Notes by any Guarantor pursuant to this Indenture.

“Notes” has the meaning set forth in the preamble to this Indenture.

“Notes Collateral” shall have the meaning given to the term “Notes Priority Collateral” in the Intercreditor Agreement.

“Notes Secured Parties” shall have the meaning given to such term in the Security Agreement.

“Obligations” means any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, expenses, costs, indemnification, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such

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principal, interest, penalties, fees, expenses, costs, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Debt.

“Offer” has the meaning set forth in the definition of “Offer to Purchase.”

“Offer to Purchase” means a written offer (the “Offer”) sent by the Issuer by first-class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Offer at the purchase price set forth in such Offer (as determined pursuant to this Indenture).  Unless otherwise required by applicable law, the Offer shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer and a settlement date (the “Purchase Date”) for purchase of Notes within five Business Days after the Expiration Date.  The Issuer shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Issuer’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Issuer or, at the Issuer’s request and provision of such notice information, by the Trustee in the name and at the expense of the Issuer.  The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase.  The Offer shall also state:

(i)           the section of this Indenture pursuant to which the Offer to Purchase is being made;

(ii)          the Expiration Date and the Purchase Date;

(iii)         the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to Section 4.10) (the “Purchase Amount”);

(iv)        the purchase price to be paid by the Issuer for each $1,000 principal amount of Notes accepted for payment (as specified pursuant to this Indenture) (the “Purchase Price”);

(v)         that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a minimum amount of $2,000 principal amount;

(vi)        the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase, if applicable;

(vii)       that, unless the Issuer defaults in making such purchase, any Note accepted for purchase pursuant to the Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Note not tendered or tendered but not purchased by the Issuer pursuant to the Offer to Purchase will continue to accrue interest at the same rate;

(viii)      that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Offer to Purchase;

(ix)        that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in the Offer prior to the close of business on the Expiration Date (such Note being, if the Issuer or the Trustee so require, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);

(x)         that Holders will be entitled to withdraw all or any portion of Notes tendered if the Issuer (or its paying agent) receives, not later than the close of business on the Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;

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(xi) that (a) if Notes having an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Issuer shall purchase all such Notes and (b) if Notes having an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Issuer shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (including with respect to Permitted Additional Pari Passu Obligations required to be purchased in connection therewith, and with such adjustments as may be deemed appropriate so that only Notes in denominations of $2,000 principal amount or integral multiples of $1,000 in excess thereof shall remain outstanding following such purchase); and

(xii)       if applicable, that, in the case of any Holder whose Note is purchased only in part, the Issuer shall execute, and, the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.

“Offering Memorandum” means the Offering Memorandum related to the issuance of the Initial Notes on the Issue Date, dated June 7, 2013.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed by two Officers of the Issuer or a Guarantor, as applicable, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer or such Guarantor, as applicable.

“Opinion of Counsel” means an opinion, reasonably acceptable to the Trustee, from legal counsel.  The counsel may be an employee of or counsel to the Issuer or any Subsidiary of the Issuer.

“Participant” means, with respect to DTC, a Person who has an account with DTC.

“Paying Agent” means any Person authorized by the Issuer to pay the principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance, covenant defeasance or similar payment with respect to, any Notes on behalf of the Issuer.

“Permitted Additional Pari Passu Obligations” means obligations under any Additional Notes or other Debt secured by Liens on the Collateral in compliance with clause (ii)(b) under the definition of “Permitted Liens”; provided that (i) the representative of such Permitted Additional Pari Passu Obligations executes a joinder agreement to the Security Agreement and the Intercreditor Agreement, in each case in the form attached thereto agreeing to be bound thereby and (ii) the Issuer has designated such Debt as “Permitted Additional Pari Passu Obligations” under the Security Agreement and the Intercreditor Agreement, if applicable.

“Permitted Business” means any business similar in nature to any business conducted by the Issuer and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to the business conducted by the Issuer and the Restricted Subsidiaries on the Issue Date or a reasonable extension, development or expansion thereof, in each case, as determined in good faith by the Board of Directors of the Issuer.

“Permitted Collateral Liens” means:

(i)           Liens securing the Notes outstanding on the Issue Date, Refinancing Debt with respect to such Notes, the Guarantees relating thereto and any Obligations with respect to such Notes, Refinancing Debt and Guarantees;

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(ii)          Liens securing Permitted Additional Pari Passu Obligations permitted to be incurred pursuant to this Indenture and Refinancing Debt with respect to such Permitted Additional Pari Passu Obligations; provided that any such Liens on the Collateral granted by the Issuer or any Restricted Subsidiary pursuant to this clause (ii) are subject to the Intercreditor Agreement and secure the Notes and the Guarantees on a first-priority basis (subject to the priority payment rights of the ABL Credit Agreement Obligations from proceeds of Collateral as described in the Intercreditor Agreement);

(iii)         Liens existing on the Issue Date (other than Liens specified in clause (i) above) and any extension, renewal, refinancing or replacement thereof so long as such extension, renewal, refinancing or replacement does not extend to any other property or asset and does not increase the outstanding principal amount thereof (except by the amount of any premium or fee paid or payable or original issue discount in connection with such extension, renewal, replacement or refinancing plus fees and expenses); and

(iv)        Liens described in clauses (ii), (iii), (iv), (v), (vi), (vii), (ix), (x) (with respect to Liens under clause (vii) only), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xviii), (xix), (xx), (xxi), (xxii), (xxiii), (xxiv), (xxv) and (xxvi) of the definition of “Permitted Liens”.

For purposes of determining compliance with this definition, (A) Permitted Collateral Liens need not be incurred solely by reference to one category of Permitted Collateral Liens described in clauses (i) through (iv) of this definition but are permitted to be incurred in part under any combination thereof and (B) in the event that an item of Permitted Collateral Liens (or any portion thereof) meets the criteria of one or more of the categories of Permitted Collateral Liens described in clauses (i) through (iv) above, the Issuer shall, in its sole discretion, classify (and reclassify) such item of Permitted Collateral Liens (or any portion thereof) in any manner that complies with this definition and will only be required to include the amount and type of such item of Permitted Collateral Liens in one of the above clauses and such item of Permitted Collateral Liens will be treated as having been incurred pursuant to only one of such clauses.

“Permitted Debt” has the meaning set forth in Section 4.9(b).

“Permitted Holders” means each of (i) T. Michael Riggs and any family member of Mr. Riggs, (ii) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons holding a majority controlling or beneficial interest of which are referred to in clause (i) and (iii) any group (as defined in the rules promulgated under Section 13(d) of the Exchange Act) which is controlled by any of the persons referred to in the immediately preceding clauses (i) and (ii).

“Permitted Investments” means:

(i)           Investments in existence on the Issue Date;

(ii)          Investments required pursuant to any agreement or obligation of the Issuer or Restricted Subsidiaries, in effect on the Issue Date, to make such Investments;

(iii)         Cash and Eligible Cash Equivalents;

(iv)        Investments in property and other assets owned or used by the Issuer or Restricted Subsidiaries in the operation of a Permitted Business;

(v)         Investments by the Issuer or Restricted Subsidiaries in the Issuer or Restricted Subsidiaries and guarantees by the Issuer or Restricted Subsidiaries of Debt of the Issuer or a Restricted Subsidiary of Debt otherwise permitted under Section 4.9 or of other obligations of the Issuer or a Restricted Subsidiary otherwise permitted hereunder;

(vi)        Investments by the Issuer or Restricted Subsidiaries in a Person, if as a result of such Investment (a) such Person becomes a Restricted Subsidiary or (b) in one transaction or a series of related

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transactions, such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated or wound up into, the Issuer or a Restricted Subsidiary;

(vii)       Hedging Obligations entered into to manage interest rates, commodity prices and currency exchange rates (and not for speculative purposes) and other Bank Products;

(viii)      Investments received in settlement of obligations owed to the Issuer or Restricted Subsidiaries, as a result of bankruptcy or insolvency proceedings, upon the foreclosure or enforcement of any Lien in favor of the Issuer or Restricted Subsidiaries, or settlement of litigation, arbitration or other disputes;

(ix)        Investments by the Issuer or Restricted Subsidiaries not otherwise permitted under this definition, in an aggregate amount not to exceed $15,000,000 at any one time outstanding;

(x)         (a) loans and advances (including for travel and relocation) to officers, directors and employees in an amount not to exceed $2,500,000 in the aggregate at any one time outstanding, (b) loans or advances against, and repurchases of, Capital Interests and options of the Issuer and the Restricted Subsidiaries held by directors, management and employees in connection with any stock option, deferred compensation or similar benefit plans approved by the Board of Directors (or similar governing body) and otherwise issued in accordance with the terms of this Indenture and (c) loans or advances to directors, management and employees to pay taxes in respect of Capital Interests issued under stock option, deferred compensation or similar benefit plans in an amount not to exceed $2,500,000 in the aggregate at any one time outstanding;

(xi)        any Investment in any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with Section 4.10 or any other disposition of Property not constituting an Asset Sale;

(xii)       repurchases of Notes;

(xiii)      any Investment existing on the Issue Date and any Investment that replaces, refinances or refunds an existing Investment; provided, that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded, and is made in the same Person as the Investment replaced, refinanced or refunded; and

(xiv)      Pledges or deposits made in the ordinary course of business.

“Permitted Liens” means:

(i)         Liens existing on the Issue Date;

(ii)        Liens that secure Obligations:

(a)           in respect of any Credit Facility Obligations not to exceed the amount permitted to be incurred pursuant to clause (i) of the definition of “Permitted Debt”; provided that Liens on the Collateral under this clause (ii)(a) are subject to the provisions of the Intercreditor Agreement;

(b)           in respect of any Permitted Additional Pari Passu Obligations in an amount such that at the time of incurrence and after giving pro forma effect thereto, the Consolidated Senior Secured Leverage Ratio would be no greater than 4.25 to 1.00; provided, further, that Liens under this clause (ii)(b) are subject to the provisions of the Intercreditor Agreement; or

(c)           incurred pursuant to clause (vii)  of the definition of “Permitted Debt”;

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(iii)       any Lien for taxes or assessments or other governmental charges or levies not yet delinquent more than 30 days (or which, if so due and payable, are being contested in good faith and for which adequate reserves are being maintained, to the extent required by GAAP);

(iv)      any carrier’s, warehousemen’s, materialmen’s, mechanic’s, landlord’s, lessor’s or other similar Liens arising by law for sums not then due and payable more than 30 days after giving effect to any applicable grace period (or which, if so due and payable, are being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by GAAP);

(v)       minor survey exceptions, minor imperfections of title, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Debt and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(vi)      pledges or deposits (a) in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure other types of statutory obligations or the requirements of any official body, or (b) to secure the performance of tenders, bids, surety or performance bonds, appeal bonds, leases, purchase, construction, sales or servicing contracts and other similar obligations Incurred in the normal course of business consistent with industry practice; or (c) to obtain or secure obligations with respect to letters of credit, banker’s acceptances, Guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (a) and (b) above, in each case not Incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or services or imposed by ERISA or the Code in connection with a “plan” (as defined in ERISA) or (d) arising in connection with any attachment unless such Liens are in excess of $10,000,000 in the aggregate and shall not be satisfied or discharged or stayed pending appeal within 60 days after the entry thereof or the expiration of any such stay;

(vii)     Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Issuer or Restricted Subsidiaries or becomes a Restricted Subsidiary or on property acquired by the Issuer or Restricted Subsidiaries (and in each case not created or Incurred in anticipation of such transaction), including Liens securing Acquired Debt permitted under this Indenture; provided that such Liens are not extended to the property and assets of the Issuer or Restricted Subsidiaries other than the property or assets acquired;

(viii)    Liens securing Debt of a Guarantor owed to and held by the Issuer or Guarantors;

(ix)      other Liens (not securing Debt) incidental to the conduct of the business of the Issuer or Restricted Subsidiaries, as the case may be, or the ownership of their assets which do not individually or in the aggregate materially adversely affect the value of such assets or materially impair the operation of the business of the Issuer or the Restricted Subsidiaries;

(x)       Liens to secure any permitted extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any Debt secured by Liens referred to in the foregoing clauses (i) and (vii) and clause (xiv) below; provided that such Liens do not extend to any other property or assets and the principal amount of the obligations secured by such Liens is not greater than the sum of the outstanding principal amount of the refinanced Debt plus any fees and expenses, including premiums or original issue discount related to such extension, renewal, refinancing or refunding;

(xi)      Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods incurred in the ordinary course of business;

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(xii)     Liens to secure Capital Lease Obligations or Purchase Money Debt permitted to be Incurred pursuant to clauses (viii) and (xi) of the definition of “Permitted Debt” covering only the assets financed by or acquired with such Debt;

(xiii)    Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligation in respect of banker’s acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods;

(xiv)    Liens securing Debt Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to other property owned by such Person or any of the Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto and any proceeds thereof), and the Debt (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(xv)     Liens on property or shares of Capital Interests of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that (a) the Liens may not extend to any other property owned by such Person or any of the Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto and proceeds thereof) and (b) such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary;

(xvi)    Liens securing judgments for the payment of money not constituting an Event of Default under clause (7) under Section 6.1 so long as any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(xvii)   Liens on the Collateral granted under the Security Documents in favor of the Collateral Agent to secure the Notes and the Guarantees and the other Permitted Additional Pari Passu Obligations;

(xviii)  Liens securing Hedging Obligations that are otherwise permitted under this Indenture; provided that such Liens are subject to the provisions of the Intercreditor Agreement;

(xix)    leases, subleases, licenses or sublicenses granted to others in the ordinary course of business or pursuant to a disposition otherwise permitted hereunder which do not materially interfere with the ordinary conduct of the business of the Issuer or any Restricted Subsidiaries and do not secure any Debt;

(xx)     Liens securing Debt (including Capital Lease Obligations and Purchase Money Debt) or other obligations, as measured by principal amount, which, when taken together with the principal amount of all other Debt secured by Liens (excluding Liens permitted by clauses (i) through (xix) above and (xxi) through (xxvii) below) at the time of determination, does not exceed $15,000,000 in the aggregate at any one time outstanding;

(xxi)    Liens to secure a defeasance trust;

(xxii)   Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with an acquisition permitted under this Indenture;

(xxiii)  Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(xxiv)  Liens incurred under or in connection with lease and sale/leaseback transactions and novations and any refinancing thereof (and Liens securing obligations under lease transaction documents relating

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thereto), including, without limitation, Liens over the assets which are the subject of such lease, sale and leaseback, novations, refinancings, assets and contract rights related thereto (including, without limitation, the right to receive rental rebates or deferred sale payments), sublease rights, insurances relating thereto and rental deposits;

(xxv)   Liens to secure Debt and any related guarantees on assets constituting Collateral that are junior in priority to the Liens on the Collateral securing the Notes and the Guarantees, which junior Liens shall be subject to intercreditor provisions no more favorable to the holders of such junior Liens than those to which the Liens securing the Notes are subject in relation to the Liens with respect to the ABL Collateral;

(xxvi)  Liens arising under this Indenture in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Debt permitted to be incurred under this Indenture; provided, however, that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of such Debt; and

(xxvii) any extensions, substitutions, replacements or renewals of the foregoing.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, Capital Interests in any other Person.

“Purchase Amount” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Money Debt” means Debt (i) Incurred to finance the purchase, lease or construction (including additions, repairs and improvements thereto) of any assets (other than Capital Interests) of such Person or any Restricted Subsidiary; and (ii) that is secured by a Lien on such assets where the lender’s sole security is to the assets so purchased or constructed (and assets or property affixed or appurtenant thereto and any proceeds thereof); and in either case, that does not exceed 100% of the cost and to the extent the purchase or construction prices for such assets are or should be included in “addition to property, plant or equipment” in accordance with GAAP.

“Purchase Price” has the meaning set forth in the definition of “Offer to Purchase.”

“Qualified Capital Interests” in any Person means a class of Capital Interests other than Redeemable Capital Interests.

“Qualified Equity Offering” means an underwritten primary public equity offering of Qualified Capital Interests of Issuer (or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer or any successor thereto in the form of Qualified Capital Interests) (i) pursuant to an effective registration statement under the Securities Act, other than a registered offering on Form S-8 and (ii) resulting in gross proceeds of at least $100,000,000.

“Real Property” means, collectively, all right, title and interests (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all buildings, structures, parking areas and improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

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“Redeemable Capital Interests” in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Debt of such Person at the option of the holder thereof, in whole or in part, at any time prior to the Stated Maturity of the Notes; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Capital Interests.  Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Interests solely because the holders of the equity security have the right to require any of the Issuer or Restricted Subsidiaries to repurchase such equity security upon the occurrence of a Change of Control, Qualified Equity Offering or an Asset Sale will not constitute Redeemable Capital Interests if the terms of such equity security provide that the Issuer or Restricted Subsidiary may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with Section 4.7.  The amount of Redeemable Capital Interests deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Issuer and the Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof, exclusive of accrued dividends.

“Redemption Price” when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Refinancing Debt” means Debt that refunds, refinances, defeases, renews, replaces or extends any Debt permitted to be Incurred by any of the Issuer or Restricted Subsidiaries pursuant to the terms of this Indenture (including the Notes), whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that:

(i)           the Refinancing Debt is subordinated to the Notes to at least the same extent as the Debt being refunded, refinanced, defeased, renewed, replaced or extended, if such Debt was subordinated to the Notes,

(ii)          the Refinancing Debt has a Stated Maturity either (a) no earlier than the Debt being refunded, refinanced or extended or (b) at least 91 days after the maturity date of the Notes,

(iii)         the Refinancing Debt has a weighted average life to maturity at the time such Refinancing Debt is Incurred that is equal to or greater than the weighted average life to maturity of the Debt being refunded, refinanced, defeased, renewed, replaced or extended,

(iv)        such Refinancing Debt is in an aggregate principal amount that is less than or equal to the sum of (a) the aggregate principal or accreted amount (in the case of any Debt issued with original issue discount, as such) then outstanding under the Debt being refunded, refinanced, defeased, renewed, replaced or extended; (b) the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of pre-existing optional prepayment provisions on such Debt being refunded, refinanced, defeased, renewed, replaced or extended; and (c) the amount of reasonable and customary fees, expenses and costs related to the Incurrence of such Refinancing Debt, and

(v)         such Refinancing Debt shall not include (x) Debt of a Restricted Subsidiary that is not a Guarantor that refinances Debt of the Issuer or a Guarantor or (y) Debt of the Issuer or a Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated the Issue Date, by and among the Issuer, the Guarantors and the Initial Purchasers.

“Regulation S” means Regulation S under the Securities Act.

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“Regulation S Global Note” means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Restricted Notes Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Responsible Officer” means, when used with respect to the Trustee, any officer of the Trustee within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, senior associate, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Notes Legend” means the legend identified as such in Exhibit A hereto.

“Restricted Payment” means any of the following:

(i) any dividend or other distribution declared and paid on the Capital Interests in the Issuer or on the Capital Interests in any Restricted Subsidiary that are held by, or declared and paid to, any Person other than the Issuer or a Restricted Subsidiary; provided that the following shall not be “Restricted Payments”:

(a)           dividends, distributions or payments, in each case, made solely in Qualified Capital Interests in the Issuer; and

(b)           dividends or distributions payable to the Issuer or a Restricted Subsidiary or to other holders of Capital Interests of a Restricted Subsidiary on a pro rata basis;

(ii)         any payment made by the Issuer or any of the Restricted Subsidiaries to purchase, redeem, acquire or retire any Capital Interests in the Issuer or any of the Restricted Subsidiaries, including any issuance of Debt, in exchange for such Capital Interests or the conversion or exchange of such Capital Interests into or for Debt other than any such Capital Interests owned by the Issuer or any Restricted Subsidiary;

(iii)        any payment made by the Issuer or any of the Restricted Subsidiaries (other than a payment made solely in Qualified Capital Interests in the Issuer) to redeem, repurchase, defease (including an in substance or legal defeasance) or otherwise acquire or retire for value (including pursuant to mandatory repurchase covenants), (a) prior to any scheduled maturity, scheduled sinking fund or mandatory redemption payment, Debt of the Issuer or any Guarantor that is subordinate (whether pursuant to its terms or by operation of law) in right of payment to the Notes or Note Guarantees (excluding any Debt owed to the Issuer or any Restricted Subsidiary); except (x) payments of principal in anticipation of satisfying a sinking fund obligation, scheduled maturity or mandatory redemption date, in each case, within one year of the due date thereof and (y) any payments in respect of Debt to the extent the issuance of such Debt was a Restricted Payment and (ii) any Debt which would have constituted a Restricted Payment under clause (b) above;

(iv)       any Investment by the Issuer or a Restricted Subsidiary in any Person, other than a Permitted Investment; and

(v)        any designation of a Restricted Subsidiary as an Unrestricted Subsidiary.

“Restricted Period” means the 40-day “distribution compliance period” as defined in Regulation S.

“Restricted Subsidiary” means any Subsidiary of the Issuer that has not been designated as an “Unrestricted Subsidiary” in accordance with this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

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“Security Agreement” means the security agreement to be dated as of the Issue Date between the Collateral Agent, the Issuer and the Guarantors, as amended, modified, restated, supplemented or replaced from time to time in accordance with its terms.

“Security Documents” means the Security Agreement, the mortgages with respect to the Real Property, the Intercreditor Agreement and all of the security agreements, pledges, collateral assignments, mortgages, deeds of trust, trust deeds or other instruments evidencing or creating or purporting to create any security interests in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any other Permitted Additional Pari Passu Obligations, in all or any portion of the Collateral, as amended, modified, restated, supplemented or replaced from time to time.

“Significant Subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and Exchange Act, but shall not include any Unrestricted Subsidiary.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Stated Maturity,” when used with respect to (i) any Note or any installment of interest thereon, means the date specified in such Note as the fixed date on which the principal amount of such Note or such installment of interest is due and payable and (ii) any other Debt or any installment of interest thereon, means the date specified in the instrument governing such Debt as the fixed date on which the principal of such Debt or such installment of interest is due and payable, including any date upon which a repurchase at the option of the holders of such Debt is required to be consummated.

“Subsidiary” means, with respect to any Person, any corporation, limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Voting Interests therein is, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

“Surviving Entity” has the meaning set forth in Section 5.1.

“Total Assets” means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries.

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended, as in effect on the date hereof.

“Transaction Date” has the meaning set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”

“Transactions “ means the issuance of the Notes on the Issue Date, the entry into an amendment and restatement of the existing ABL Credit Agreement on the Issue Date, the repayment of the Existing Notes and the repurchase and redemption of the Issuer’s Series A Preferred Stock, Series B Non-Convertible Preferred Stock, Series C Non-Convertible Preferred Stock, Series D Preferred Stock and Series E Preferred Stock as described under “Use of Proceeds” in the Offering Memorandum, the payment of premiums, fees and expenses as described under “Use of Proceeds” in the Offering Memorandum and the transactions related thereto.

“Transfer Restricted Global Notes” means a Global Note that is a Transfer Restricted Note.

“Transfer Restricted Notes” means Notes that bear or are required to bear the Restricted Notes Legend.

“Treasury Rate” means, as obtained by the Issuer, with respect to the Notes, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such redemption date or, in the case of a satisfaction, discharge or defeasance, at least two (2) Business Days prior to the deposit of funds with the Trustee to pay and discharge the

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entire obligations under the Notes (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to June 1, 2016; provided, however, that if the period from such redemption date to June 1, 2016 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” has the meaning set forth in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means the successor.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or, as the context requires in determining whether or not an asset is Excluded Collateral, the law governing the interpretation of any such agreement; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other that the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“Unrestricted Notes” means one or more Notes that do not and are not required to bear the Restricted Notes Legend, including the Exchange Notes and any Notes registered under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

“Unrestricted Subsidiary” means:

(1)           any Subsidiary designated as such by the Board of Directors of the Issuer in compliance with Section 4.18; and

(2)           any Subsidiary of an Unrestricted Subsidiary.

“Vehicles” means all trucks, trailers, tractors and other substantially similar mobile equipment and other substantially similar vehicles used in the transportation of automobiles, wherever located.

“Voting Interests” means, with respect to any Person, securities of any class or classes of Capital Interests in such Person entitling the holders thereof generally to vote on the election of members of the Board of Directors or comparable body of such Person.

“Wholly-Owned Restricted Subsidiary” of any Person means a Subsidiary of such Person all of the outstanding Capital Interests or other ownership interests of which (other than directors’ qualifying shares) will at the time be owned by such Person or by one or more Wholly-Owned Restricted Subsidiaries of such Person.

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SECTION 1.2Other Definitions.

Term	Defined in Section
“ABL Asset Sale Offer”	4.10(b)
“Asset Sale Offer”	4.10(a)(i)
“Act”	12.13(a)
“Additional Assets”	4.10(a)(ii)
“Affiliate Transaction”	4.11
“Agent Members”	2.6(a)
“Authentication Order”	2.2
“Change of Control Payment”	4.14
“covenant defeasance”	8.3
“Custodian”	6.1
“defeasance”	8.3
“Discharge”	8.8
“Event of Default”	6.1
“Excess ABL Proceeds”	4.10(b)
“Excess Proceeds”	4.10(a)
“Independent Financial Advisor”	4.11(iii)
“legal defeasance”	8.2
“Note Register”	2.3
“Offer Amount”	3.9
“QIBs”	2.1(b)
“QIB Global Note”	2.1(b)
“redemption date”	3.1
“Registrar”	2.3
“Rule 144A”	2.1(b)
“Surviving Entity”	5.1(i)

SECTION 1.3Rules of Construction.

Unless the context otherwise requires:

(1)           a term has the meaning assigned to it herein;

(2)           an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;

(3)           “or” is not exclusive;

(4)           words in the singular include the plural, and in the plural include the singular;

(5)           unless otherwise specified, any reference to Section or Article refers to such Section or Article of this Indenture;

(6)           provisions apply to successive events and transactions;

(7)           references to sections of or rules under the Securities Act, the Exchange Act or the TIA shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time; and

(8)           “including” means “including without limitation”.

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ARTICLE II

THE NOTES

SECTION 2.1Form and Dating.

The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture.  The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage.  Each Note shall be dated the date of its authentication.  The Notes initially shall be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(a)           The Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof as required by Section 2.16 hereof.

Except as set forth in Section 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

(b)           The Initial Notes are being issued by the Issuer only (i) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) and (ii) in reliance on Regulation S.  After such initial offers, Initial Notes that are Transfer Restricted Notes may be transferred to QIBs, in reliance on Rule 144A, outside the United States pursuant to Regulation S or to the Issuer, in accordance with certain transfer restrictions.  Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A (the “QIB Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.  Initial Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Note Custodian for the Depositary, and registered in the name of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.  Early termination of the Restricted Period may be effectuated upon receipt by the Trustee of (i) a written certificate from the Depositary certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a QIB Global Note bearing a Restricted Notes Legend, all as contemplated by Section 2.6(e) hereof); and (ii) an Officers’ Certificate from the Issuer.  The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection

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with transfers of interest as hereinafter provided.  The QIB Global Note and the Regulation S Global Note shall each be issued with separate CUSIP numbers.  Transfers of Notes between QIBs and to or by purchasers pursuant to Regulation S shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Note, as more fully provided in Section 2.16.

(c)           Section 2.1(b) shall apply only to Global Notes deposited with or on behalf of the Depositary or its nominee.

The Trustee shall have no responsibility or obligation to any Holder, any member of (or a Participant in) DTC or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any Participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes.  The Trustee may rely (and shall be fully protected in relying) upon information furnished by DTC with respect to its members, Participants and any Beneficial Owners in the Notes.

(d)           Notes issued in certificated form, including Global Notes, shall be substantially in the form of Exhibit A attached hereto.

SECTION 2.2Execution and Authentication.

An Officer shall sign the Notes for the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee.  The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

All Notes shall be dated the date of their authentication.  The Trustee shall, upon receipt of a written Issuer Order signed by one Officer directing the Trustee to authenticate and deliver the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with (an “Authentication Order”) and an Opinion of Counsel, authenticate Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the reverse of the Notes.  The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.17 hereof.

The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate Notes.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or the Issuer or an Affiliate of the Issuer.

SECTION 2.3Registrar; Paying Agent.

The Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency where Notes may be presented for payment to a Paying Agent.  The Registrar shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange.  The Issuer may appoint one or more co-registrars and one or more additional paying agents; provided, however, that at all times there shall be only one Note Register.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Issuer may change any Paying Agent or Registrar without notice to any Holder.  The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.  The Issuer or any Restricted Subsidiaries may act as Paying Agent or Registrar.

The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and initially appoints the Corporate Trust Office of the Trustee as the office or

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agency of the Issuer for such purposes and as the office or agency of the Issuer where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served and the Trustee as the agent of the Issuer to receive such notices and demands.

The Issuer initially appoints DTC to act as the Depositary with respect to the Global Notes.

SECTION 2.4Paying Agent to Hold Money in Trust.

The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any Default by the Issuer in making any such payment.  While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money.  If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon the occurrence of events specified in Section 6.1(8) hereof, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.5Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven (7) Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders, including the aggregate principal amount of the Notes held by each Holder thereof, and the Trustee thereafter shall preserve such list in as current a form as is reasonably practicable.

SECTION 2.6Book-Entry Provisions for Global Securities.

(a)     Each Transfer Restricted Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as required by Section 2.6(e).

Members of, or Participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b)     Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees.  Interests of Beneficial Owners in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary.  In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Issuer within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary to issue such Certificated Notes.

(c)     In connection with the transfer of the entire Global Note to Beneficial Owners pursuant to clause (b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall upon receipt of an Authentication Order authenticate and deliver, to each Beneficial

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Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations.

(d)     The Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold an interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(e)     Legends.  The following legends shall appear on the face of all Global Notes and Certificated Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(1)           Restricted Notes Legend.  Unless and until either (x) a Note is exchanged for an Exchange Note or sold in connection with an effective registration statement under the Securities Act and pursuant to the Registration Rights Agreement or (y)  the Issuer determines that the following legend and the related restrictions on transfer are not required in order to maintain compliance with the provisions of the Securities Act and there is delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee and a letter of representation of the Issuer reasonably satisfactory to the Trustee to that effect, each Global Note and each Certificated Note (and all Notes issued in exchange therefor or substitution therefor) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO JACK COOPER HOLDINGS CORP. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) PURSUANT TO (C), (D) OR (E), THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(2)           Global Note Legend.  Each Global Note shall bear a legend in substantially the following form:

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“THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.  THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO JACK COOPER HOLDINGS CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.”

(f)      At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction.

(g)     General provisions relating to transfers and exchanges:

(i)      To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee, upon receipt of an Authentication Order, shall authenticate Global Notes and Certificated Notes at the Registrar’s request.

(ii)     No service charge shall be made to a Holder for any registration of transfer, exchange, or redemption, but the Issuer may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.6, 4.10, 4.14 and 9.4 hereto).

(iii)    All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall, upon execution by the Issuer and authentication by the Trustee in accordance with the provisions hereof, be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange.

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(iv)    The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of fifteen (15) days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(v)     Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and neither the Trustee, any Agent nor the Issuer shall be affected by notice to the contrary.

(vi)    The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2 hereof.  Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global Note.

(vii)   Each Holder agrees to provide indemnity to the Issuer and the Trustee satisfactory to the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

(viii)  The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or Beneficial Owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(ix)    Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

SECTION 2.7Replacement Notes.

If any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements set forth in Section 2.2 are met.  If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Issuer and the Trustee may charge a Holder for their expenses in replacing a Note.

Every replacement Note is an additional obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

SECTION 2.8Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.8 as not outstanding.  Except as set forth in Section 2.9 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

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If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.9Treasury Notes.

In determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Affiliate of the Issuer shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent only Notes that a Responsible Officer or the Trustee knows are so owned shall be disregarded.  Notwithstanding the foregoing, Notes that are to be acquired by the Issuer or an Affiliate of the Issuer pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes passes to such entity. Notes owned by the Issuer or by any Affiliate of the Issuer which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee, the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer or any obligor upon the Notes or any Affiliate of the Issuer or of such other obligor.

SECTION 2.10Temporary Notes.

Until Certificated Notes are ready for delivery, the Issuer may prepare and the Trustee shall, upon receipt of an Authentication Order, authenticate temporary Notes.  Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes.  Without unreasonable delay, the Issuer shall prepare and the Trustee shall, upon receipt of an Issuer Order, authenticate Certificated Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.11Cancellation.

The Issuer at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder or which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee upon receipt of an Issuer Order.  All Notes surrendered for registration of transfer, exchange or payment, if surrendered to any Person other than the Trustee, shall be delivered to the Trustee.  The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation.  Subject to Section 2.7 hereof, the Issuer may not issue new Notes to replace Notes that they have redeemed or paid or that have been delivered to the Trustee for cancellation.  All cancelled Notes held by the Trustee shall be disposed of in accordance with its customary practice, and, at the written request of the Issuer, certification of their disposal delivered to the Issuer, unless by Issuer Order, the Issuer shall direct that cancelled Notes be returned to it.

SECTION 2.12Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be at the earliest practicable date but in all events at least five (5) Business Days prior to the payment date, in each case at the rate provided in the Notes and in Section 4.1 hereof.  The Issuer shall fix or cause to be fixed each such special record date and payment date and shall promptly thereafter notify the Trustee in writing of any such date.  At least fifteen (15) days before the special record date, the Issuer

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(or the Trustee, in the name and at the expense of the Issuer) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

SECTION 2.13Record Date.

The record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee in accordance with Section 2.5.

SECTION 2.14Computation of Interest.

Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

SECTION 2.15CUSIP Number.

The Issuer in issuing the Notes may use a “CUSIP” and/or ISIN or other similar number, and if it does so, the Issuer may use the CUSIP and/or ISIN or other similar number in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN or other similar number printed in the notice or on the Notes and that reliance may be placed only on the other identification numbers printed on the Notes.  The Issuer shall promptly notify the Trustee of any change in the CUSIP and/or ISIN or other similar number.

SECTION 2.16Special Transfer Provisions.

Unless and until (i) a Transfer Restricted Note is exchanged for an Exchange Note or sold in connection with an effective shelf registration statement under the Securities Act pursuant to the Registration Rights Agreement or (ii) the Restricted Notes Legend is no longer required pursuant to Section 2.16(d), the following provisions shall apply:

(a)           Transfers to QIBs.  The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S):

(i)      The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit C hereto.

(ii)     If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the Regulation S Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the QIB Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note.

(b)           Transfers Pursuant to Regulation S.  The following provisions shall apply with respect to registration of any proposed transfer of a Transfer Restricted Note pursuant to Regulation S:

(i)      The Registrar shall register any proposed transfer of a Transfer Restricted Note pursuant to Regulation S by a Holder upon receipt of (a) an appropriately completed certificate of transfer in the form attached to the Note and (b) a letter substantially in the form set forth in Exhibit D hereto from the proposed transferor.

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(ii)     If the proposed transferee is an Agent Member holding a beneficial interest in a QIB Global Note and the Transfer Restricted Note to be transferred consists of an interest in a QIB Global Note, upon receipt by the Registrar of (x) the letter, if any, required by paragraph (i) above and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note to be transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the QIB Global Note.

(c)           Exchange Offer.  Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.2, the Trustee shall authenticate, one or more Global Notes not bearing the Restricted Notes Legend in an aggregate principal amount equal to the principal amount of the beneficial interests in the Transfer Restricted Global Notes tendered for acceptance in accordance with the Exchange Offer and accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such Global Notes, the Registrar shall cause the aggregate principal amount of the applicable Transfer Restricted Global Notes to be reduced accordingly, and the Registrar shall deliver to the Persons designated by the Holders of Transfer Restricted Global Notes so accepted Global Notes not bearing the Restricted Notes Legend in the appropriate principal amount.

(d)           Restricted Notes Legend.  Upon the transfer, exchange or replacement of Unrestricted Notes, the Registrar shall deliver Unrestricted Notes that do not bear the Restricted Notes Legend.  Upon the transfer, exchange or replacement of Transfer Restricted Notes, the Registrar shall deliver only Transfer Restricted Notes that bear the Restricted Notes Legend unless the Restricted Notes Legend is no longer required by this Section 2.16(d), or the Issuer determines and there is delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee and a letter of representation of the Issuer reasonably satisfactory to the Trustee to the effect that neither such legend nor the related restrictions on transfer are required or appropriate in order to ensure that subsequent transfers of the Notes are effected in compliance with the Securities Act.

(e)           General.  By its acceptance of any Note bearing the Restricted Notes Legend, each Holder of such a Note acknowledges receipt of a Transfer Restricted Note with restrictions on transfer of such Note set forth in this Indenture and in the Restricted Notes Legend and agrees that it shall transfer such Note only as provided in this Indenture.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.16.

SECTION 2.17Issuance of Additional Notes.

The Issuer shall be entitled to issue Additional Notes under this Indenture that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price, amount of interest payable on the first interest payment date applicable thereto and any customary escrow provisions, transfer restrictions and any registration rights agreement and additional interest with respect thereto; provided that such issuance is not otherwise prohibited by the terms of this Indenture, including Section 4.9.  The Initial Notes and any Additional Notes and Exchange Notes shall be, without limitation, treated as a single class for all purposes under this Indenture.

With respect to any Additional Notes, the Issuer shall set forth in a resolution of its Board of Directors and in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, along with an Opinion of Counsel which will address conditions precedent, due authorization, execution and enforceability, the following information:

(1)           the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

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(2)           the issue price, the Issue Date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest payment date applicable thereto and the date from which interest shall accrue;

(3)           whether such Additional Notes shall be Transfer Restricted Notes; and

(4)           an Authentication Order.

ARTICLE III

REDEMPTION AND PREPAYMENT

SECTION 3.1Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.7 hereof, it shall furnish to the Trustee, at least forty-five (45) days (or such shorter period as is acceptable to the Trustee) before a date fixed for redemption (the “redemption date”), an Officers’ Certificate setting forth (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the Redemption Price.

SECTION 3.2Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed, the Trustee shall select the Notes or portions thereof to be redeemed by lot, pro rata or by any other method as the Trustee shall deem appropriate (subject to The Depository Trust Company’s procedures as applicable).  No Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be delivered (to the extent permitted by Applicable Procedures or regulations, delivered electronically) at least 30 days before the redemption date to each Holder of Notes to be redeemed at its registered address.  If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed.  A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption.  The Trustee shall make the selection from the Notes outstanding and not previously called for redemption and shall promptly notify the Issuer in writing of the Notes selected for redemption.  The Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of the Notes that have denominations larger than $2,000.

SECTION 3.3Notice of Redemption.

Subject to the provisions of Section 3.9, at least 30 days but not more than 60 days before a redemption date, the Issuer shall mail or cause to be mailed by first class mail, in the case of Certificated Notes, and, to the extent permitted by Applicable Procedures or regulations, electronically, in the case of Global Notes, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

The notice shall identify the Notes (including the CUSIP numbers, if any) to be redeemed and shall state:

(1)           the redemption date;

(2)           the Redemption Price;

(3)           if any Note is being redeemed in part, the portion of the principal amount of such Notes to be redeemed and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(4)           the name, telephone number and address of the Paying Agent;

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(5)           that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

(6)           that, unless the Issuer defaults in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date;

(7)           the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8)           that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Issuer’s written request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided, however, that the Issuer shall have delivered to the Trustee at least 45 days prior to the redemption date (or such shorter period as is acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in the notices as provided in the preceding paragraph.  The notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not a Holder receives such notice.  In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note shall not affect the validity of the proceeding for the redemption of any other Note.

SECTION 3.4Effect of Notice of Redemption.

Except as provided in this Section 3.4, once notice of redemption is mailed in accordance with Section 3.3 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the Redemption Price plus accrued and unpaid interest, if any, to such date.  Any redemption and notice of redemption may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to an Equity Offering, the consummation of such Equity Offering).  If redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed.

SECTION 3.5Deposit of Redemption of Purchase Price.

Prior to 10:00 a.m. New York City time, on each redemption date or the date on which Notes must be accepted for purchase pursuant to Section 4.10 or 4.14, the Issuer shall deposit with the Trustee or with the Paying Agent (or, if the Issuer or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of and accrued and unpaid interest, if any, on all Notes to be redeemed or purchased on that date.  The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the Redemption Price of (including any Applicable Premium), and accrued interest, if any, on, all Notes to be redeemed or purchased.

SECTION 3.6Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Issuer shall issue and, upon receipt of an Issuer Order, the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.7Optional Redemption.

(a)     The Notes may be redeemed, in whole or in part, at any time prior to June 1, 2016, at the option of the Issuer, upon not less than 30 nor more than 60 days’ prior notice delivered to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of,

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and accrued and unpaid interest, if any, to but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

(b)     The Notes are subject to redemption, at the option of the Issuer, in whole or in part, at any time on or after June 1, 2016, upon not less than 30 nor more than 60 days’ notice at the Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date), if redeemed during the 12-month period beginning on June 1 of the years indicated:

Year	Redemption Price
2016	106.938	%
2017	104.625	%
2018	102.313	%
2019 and thereafter	100.000	%

(c)     Prior to June 1, 2016, the Issuer may, with the net proceeds of one or more Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 109.25% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to but not including the date of redemption; provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer or its Subsidiaries) and that any such redemption occurs within 180 days following the closing of any such Equity Offering.

SECTION 3.8Mandatory Redemption.

The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

SECTION 3.9Offer to Purchase.

In the event that the Issuer shall be required to commence an Offer to Purchase pursuant to an Asset Sale Offer or as a result of a Change of Control, the Issuer shall follow the procedures specified below.

Unless otherwise required by applicable law, an Offer to Purchase shall specify an Expiration Date of the Offer to Purchase, which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer, and a Purchase Date for purchase of Notes within five Business Days after the Expiration Date.  On the Purchase Date, the Issuer shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 4.10 or Section 4.14 hereof (the “Offer Amount”), or if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase.  If the Purchase Date is on or after the interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest, if any, shall be payable to the Holders who tender Notes pursuant to the Offer to Purchase.  The Issuer shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Issuer’s obligation to make an Offer to Purchase, and the Offer shall be delivered by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer.  The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase.

On the Business Day preceding each Purchase Date, the Issuer shall irrevocably deposit with the Trustee or Paying Agent (or, if the Issuer or a Subsidiary is the Paying Agent, shall segregate and hold in trust) in immediately available funds the aggregate purchase price equal to the Offer Amount, together with accrued and unpaid interest, if any, thereon, to be held for payment in accordance with the terms of this Section 3.9.  On the Purchase Date, the Issuer shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary in the case of an Asset Sale Offer, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Purchase, or if less

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than the Offer Amount has been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or Depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.9.  The Issuer shall promptly (but in any case not later than three (3) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase, plus any accrued and unpaid interest, if any, thereon, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver at the expense of the Issuer such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder’s Notes surrendered.  Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof.  The Issuer shall publicly announce in a newspaper of general circulation or in a press release provided to a nationally recognized financial wire service the results of the Offer to Purchase on the Purchase Date.

ARTICLE IV

COVENANTS

SECTION 4.1Payment of Notes.

(a)     The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest shall be considered paid for all purposes hereunder on the date the Paying Agent, if other than the Issuer or a Subsidiary, holds, as of 10:00 a.m. (New York City time), money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all such principal, premium, if any, and interest then due.

(b)     The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition 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 4.2Maintenance of Office or Agency.

The Issuer shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.  The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.3 hereof.  If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee and the Issuer hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.  The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 4.3Provision of Financial Information.

Whether or not required by the Commission, so long as any Notes are outstanding, the Issuer will furnish without cost to the Trustee and the Holders of Notes, or file electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system), within 15 days after the time periods specified in the Commission’s rules and regulations:

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(1)    all quarterly and annual reports, including financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s certified independent accountants; and

(2)    all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports,

in each case, prepared in a manner that complies in all material respects with the requirements specified in such form.

Notwithstanding the provisions of the foregoing, (a) the Issuer may satisfy its obligations to deliver the information and reports referred to in clauses (1) and (2) above by filing the same with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and (b) unless required by the rules and regulations of the Commission (as such rules and regulations may be waived by the Commission) following the completion of the exchange offer pursuant to the Registration Rights Agreement:

(i)      no certifications or attestations concerning disclosure controls and procedures or internal controls, and no certifications or attestations, that would otherwise be required pursuant to the Sarbanes-Oxley Act of 2002 will be required at any time when the Issuer would not otherwise be subject to such statute,

(ii)     nothing contained in this Indenture shall otherwise require the Issuer to comply with the terms of the Sarbanes-Oxley Act of 2002 at any time when it would not otherwise be subject to such statute,

(iii)    no additional disclosures or financial statements required by Rule 3-10 or Rule 3-16 of Regulation S-X promulgated under the Securities Act shall be required, and

(iv)    the Issuer shall not be required to comply with the requirements of Rule 3-05 and Article 11 of Regulation S-X with respect to the probable or completed acquisition of any business out of bankruptcy to the extent the Issuer determines, reasonably and in good faith, that such audited and unaudited historical information is not available without unreasonable expense or effort (which determination shall be evidenced by a certificate of the principal financial officer of the Issuer to the Trustee on behalf of the holders), in which case the Issuer shall deliver (A) the financial statements actually received by the Issuer in connection with the acquisition, whether or not audited, together with a pro forma balance sheet and other pro forma information that may reasonably be prepared by the Issuer showing the effect of the acquisition on the Issuer in a manner that is as consistent with the requirements and principles of Article 11 of Regulation S-X as is reasonably practicable, and (B) any other financial statements or other information delivered to any other holder of Debt or Capital Interests in the Issuer.

In addition, the Issuer and the Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

The Issuer shall maintain a website to which Holders of Notes and prospective Holders of Notes (limited to prospective investors who are “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or are non-U.S. Persons as defined in Regulation S under the Securities Act, in each case that certify their status to the reasonable satisfaction of the Issuer) and securities analysts and market makers are given access and to which all of the reports and notices required by this Section 4.3 are posted or shall file such information with the Commission.

So long as any Notes are outstanding, the Issuer will also, within 15 Business Days after furnishing the Trustee with the annual and quarterly information required pursuant to clause (1) of this Section, hold a conference

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call to discuss such reports and the results of operations for the relevant reporting period.  The website referenced in the preceding paragraph will permit subscription for electronic notices.  Through such subscription function, the Issuer will issue or cause to be issued electronic notice to subscribers at least two Business Days prior to the date of the conference call required to be held pursuant to this paragraph, with such notice to include the time and date set for the conference call and any information necessary to access the call.

If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent such Unrestricted Subsidiaries constitute in the aggregate in excess of either 5% of the Issuer’s Consolidated Net Tangible Assets or 5% of the Issuer’s consolidated revenues, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.

SECTION 4.4Compliance Certificate.

The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year commencing December 31, 2013, an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Issuer they would normally have knowledge of any Default or stating that a review of the activities of the Issuer and its Subsidiaries during such period has been made under their supervision with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to his or her knowledge, no Default or Event of Default has occurred during such period (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

The Issuer shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon becoming aware and in any event within 15 days of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect thereto.

SECTION 4.5Taxes.

The Issuer shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency all material taxes, assessments and governmental levies, except such as are contested in good faith and by appropriate proceedings and with respect to which appropriate reserves have been taken in accordance with GAAP or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

SECTION 4.6Stay, Extension and Usury Laws.

The Issuer 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 Indenture; and the Issuer and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.7Limitation on Restricted Payments.

The Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment unless, at the time of the proposed Restricted Payment:

(a)           no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof;

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(b)           after giving effect to such Restricted Payment, the Issuer would be permitted to Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.9(a); and

(c)           after giving effect to such Restricted Payment, the aggregate amount expended or declared for all Restricted Payments made on or after the Issue Date (excluding Restricted Payments permitted by clauses (ii) through (ix) and (xii) of the next succeeding paragraph), shall not exceed the sum (without duplication) of:

(1)          50% of the Consolidated Net Income (or if Consolidated Net Income shall be a deficit, 100% of such deficit) of the Issuer and its Restricted Subsidiaries for the period (taken as one accounting period) from the first day of the first fiscal quarter beginning after the Issue Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, plus

(2)          100% of the aggregate Net Cash Proceeds, and the Fair Market Value of property or assets or marketable securities, received by the Issuer subsequent to the initial issuance of the Notes either (i) as a contribution to its common equity capital or (ii) from the issuance and sale (other than to a Restricted Subsidiary) of its Qualified Capital Interests, including Qualified Capital Interests issued upon the conversion of Debt or Redeemable Capital Interests of the Issuer, and from the exercise of options, warrants or other rights to purchase such Qualified Capital Interests (other than, in each case, Capital Interests or Debt sold to a Subsidiary of the Issuer), plus

(3)          100% of the amount by which Debt of the Issuer is reduced on the Issuer’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) subsequent to the initial issuance of the Notes of any Debt for Qualified Capital Interests of the Issuer (less the amount of any cash, or the fair value of any other property, distributed by the Issuer upon such conversion or exchange), plus

(4)          100% of the net reduction in Investments (other than Permitted Investments), subsequent to the Issue Date, in any Person, resulting from (x) payments of interest on Debt, dividends, distributions, redemption, repurchases, repayments of loans or advances or other transfers of assets (but only to the extent such interest, dividends, distributions, redemptions, repurchases, repayments or other transfers were made in (i) cash or (ii) assets (valued at Fair Market Value) other than cash (other than pay-in-kind dividends or interest)), in each case to the Issuer or any Restricted Subsidiary from any Person (including, without limitation, an Unrestricted Subsidiary), (y) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) thereof made by the Issuer and the Restricted Subsidiaries or (z) the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, in each case, not to exceed in the case of any Person the amount of Investments (other than Permitted Investments) previously made by the Issuer or any Restricted Subsidiary in such Person.

Notwithstanding the foregoing provisions, the Issuer and the Restricted Subsidiaries may take the following actions; provided that, in the cases of clauses (iv) and (x) below, no Default or Event of Default has occurred and is continuing unless, in the case of clause (iv), the Issuer or any Restricted Subsidiary is contractually required to make a payment as described in such clause (iv):

(i)            the payment of any dividend or other distribution on, or the consummation of any irrevocable redemption of, Capital Interests in the Issuer or a Restricted Subsidiary within 60 days after declaration or setting the record date for redemption thereof, as applicable, if at such date such payment would not have been prohibited by the provisions of this Section 4.7;

(ii)           the retirement of any Capital Interests of the Issuer by conversion into, or by or in exchange for, Qualified Capital Interests, or out of net cash proceeds of the sale (other than to a Subsidiary of the Issuer) of Qualified Capital Interests of the Issuer occurring within 60 days prior to such retirement, or the making of other Restricted Payments out of the net cash proceeds of the sale (other than to a Subsidiary

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of the Issuer) of Qualified Capital Interests of the Issuer occurring within 60 days prior to such Restricted Payment;

(iii)          the redemption, defeasance, repurchase or acquisition or retirement for value of any Debt of the Issuer or a Guarantor that is subordinate in right of payment to the Notes or the applicable Note Guarantee out of the net cash proceeds of an issue and sale (other than to a Subsidiary of the Issuer) of (x) new Refinancing Debt Incurred in accordance with this Indenture or (y) Qualified Capital Interests of the Issuer, in the case of (x) and (y), occurring within 60 days prior to such redemption, defeasance, repurchase, acquisition or retirement;

(iv)          the purchase, redemption, retirement or other acquisition for value of Capital Interests in the Issuer held by employees, officers or directors or by former employees, officers or directors of the Issuer or any Restricted Subsidiary (or their estates or beneficiaries under their estates) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided that the aggregate consideration paid for such purchase, redemption, retirement or other acquisition of such Capital Interests does not exceed the sum of (A) $5,000,000 in any fiscal year (provided that if less than $5,000,000 is used for such purposes in any fiscal year, any unused amounts may be carried forward for use in one or more future periods; provided, further, that the aggregate amount of repurchases made pursuant to this clause (iv) (A) may not exceed $10,000,000 in any fiscal year); plus (B) the cash proceeds of key man life insurance policies received by the Issuer and its Restricted Subsidiaries after the Issue Date (it being understood that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by this clause (B) in any calendar year);

(v)           repurchase of Capital Interests in the Issuer deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities to the extent such Capital Interests represent a portion of the exercise price of those stock options, warrants or other convertible or exchangeable securities or repurchase of such Capital Interests to the extent the proceeds of such repurchase are used to pay taxes incurred by the holder thereof as a result of the issuance or grant thereof;

(vi)          the prepayment of intercompany Debt, the Incurrence of which was permitted pursuant to Section 4.9;

(vii)         cash payment, in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Capital Interests of the Issuer or a Restricted Subsidiary;

(viii)        (I) the declaration and payment of dividends (a) to holders of any class or series of Redeemable Capital Interests of the Issuer or any Restricted Subsidiary issued or Incurred in compliance with Section 4.9 or (b) to holders of Issuer’s Series A Preferred Stock, Series B Non-Convertible Preferred Stock and Series C Non-Convertibale Preferred Stock until consummation of the Transactions and to holders of up to $10,000,000 stated value of the Issuer’s Series B Preferred Stock not repurchased or redeemed in the Transactions, in each case, (x) in accordance with the certificates of designation governing the Series A Preferred Stock, Series B Non-Convertible Preferred Stock and Series C Non-Convertible Preferred Stock (in each case as in effect as of the Issue Date) and (y) so long as no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof; and (II) the repurchase or redemption of the Issuer’s Series B Non-Convertible Preferred Stock not repurchased or redeemed in the Transactions, (x) in accordance with the certificate of designations governing the Series B Non-Convertible Preferred Stock (as in effect as of the Issue Date) and (y) solely with respect to any such repurchase or redemption on or prior to March 31, 2016, so long as (i) no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof and (ii) immediately after giving effect to such repurchase or redemption, the Issuer could Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.9(a);

(ix)          upon the occurrence of a Change of Control or an Asset Sale, the defeasance, redemption, repurchase or other acquisition of any subordinated Debt pursuant to provisions substantially similar to those set forth in Sections 4.10 and 4.14 in accordance with the terms of such subordinated Debt; provided

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that prior to or contemporaneously with such defeasance, redemption, repurchase or other acquisition, the Issuer has made an Offer to Purchase with respect to the Notes and has repurchased all Notes validly tendered for payment and not withdrawn in connection therewith;

(x)           other Restricted Payments in an aggregate amount since the Issue Date not in excess of $15,000,000;

(xi)          the declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following any Qualified Equity Offering after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in the form of Qualified Capital Interests in or from such offering; and

(xii)         the consummation of the Transactions.

For purposes of this Section 4.7, if any Investment or Restricted Payment would be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Investments,” the Issuer may classify such Investment or Restricted Payment in any manner that complies with this Section 4.7 and may later reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as so reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

If any Person in which an Investment is made, which Investment constitutes a Restricted Payment when made, thereafter becomes a Restricted Subsidiary in accordance with this Indenture, all such Investments previously made in such Person shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to clause (c) of the first paragraph under this Section 4.7 or clause (x) of the second paragraph under this Section 4.7, in each case to the extent such Investments would otherwise be so counted.

If the Issuer or a Restricted Subsidiary transfers, conveys, sells, leases or otherwise disposes of an Investment in accordance with Section 4.10, which Investment was originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph of this Section 4.7, the aggregate amount expended or declared for all Restricted Payments shall be reduced by the lesser of (i) the Net Cash Proceeds from the transfer, conveyance, sale, lease or other disposition of such Investment or (ii) the amount of the original Investment, in each case, to the extent originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph of this Section 4.7.

For purposes of this Section 4.7, if a particular Restricted Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment.

SECTION 4.8Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries.

The Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, cause or suffer to exist or become effective or enter into any encumbrance or restriction (other than pursuant to this Indenture, law, rules or regulation) on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Interests owned by any of the Issuer or Restricted Subsidiaries or pay any Debt or other obligation owed to any of the Issuer or Restricted Subsidiaries, (ii) make loans or advances to any of the Issuer or Restricted Subsidiaries thereof or (iii) transfer any of its property or assets to the Issuer or any Restricted Subsidiaries.

However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of:

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(a)           any encumbrance or restriction in existence on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings, in the good faith judgment of the Issuer, are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date;

(b)           any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of the acquisition thereof by the Issuer or a Restricted Subsidiary);

(c)           any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;

(d)           any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive, taken as a whole, to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended;

(e)           customary provisions restricting subletting or assignment of any lease, contract, or license of the Issuer or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder;

(f)            any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property;

(g)           any encumbrance or restriction by reason of applicable law, rule, regulation or order;

(h)           any encumbrance or restriction under this Indenture, the Notes (and the Exchange Notes) and the Note (and the Exchange Note) Guarantees;

(i)            restrictions on cash, Eligible Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(j)            provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

(k)           any instrument governing Debt or Capital Interests of a Person acquired by the Issuer or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(l)            Liens securing Debt otherwise permitted to be incurred under this Indenture, including pursuant to Section 4.12, that limit the right of the debtor to dispose of the assets subject to such Liens;

(m)          provisions of any Credit Facility and Intercreditor Agreement as in effect on the Issue Date and provisions of any other Credit Facility or Intercreditor Agreement that, as determined by management

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of the Issuer in its reasonable and good faith judgment, (i) will not materially impair the Issuer’s ability to make payments required under the Notes and (ii) are not materially more restrictive, taken as a whole, than the provisions under any Credit Facility or Intercreditor Agreement, as the case may be, as in effect on the Issue Date;

(n)           provisions of any agreement evidencing Debt incurred under Section 4.9 that, as determined by management of the Issuer in its reasonable and good faith judgment, (i) will not materially impair the Issuer’s ability to make payments required under the Notes and (ii) are not materially more restrictive, taken as a whole, than customary for financings of this type;

(o)           any encumbrance or restriction pursuant to Purchase Money Debt and Capital Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature discussed in clause (iii) of the first paragraph of this Section 4.8 on the property so acquired; and

(p)           any customary encumbrances or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Interests or assets of the Issuer or any Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition.

SECTION 4.9Limitation on Incurrence of Debt.

(a)     The Issuer will not, and will not permit any of the Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Issuer and any of the Restricted Subsidiaries that is a Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would be greater than 2.0:1.0 and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt.

(b)     Notwithstanding Section 4.9(a), the Issuer and the Restricted Subsidiaries may Incur “Permitted Debt” as follows:

(i)    Debt incurred pursuant to, and the issuance or creation of letters of credit and bankers’ acceptances under or in connection with (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Restricted Subsidiaries thereunder), any Credit Facility in an aggregate principal amount outstanding under this clause (i) at any time not to exceed the greatest of (x) $100,000,000, (y) the Borrowing Base as of the date of such incurrence or (z) an amount such that the ABL Priority Leverage Ratio of the Issuer and its Restricted Subsidiaries would not exceed 1.75 to 1.00.

(ii)    Debt outstanding under the Notes (excluding any Additional Notes, but including any Exchange Notes issued in exchange for the Notes pursuant to the Registration Rights Agreement) and Guarantees of the Notes and Exchange Notes and contribution, indemnification and reimbursement obligations owed by the Issuer or any Guarantor to any of the other of them in respect of amounts paid or payable on such Notes and Exchange Notes;

(iii)    Debt, or pension withdrawal liabilities reflected in the most recent consolidated balance sheet of the Issuer as of the Issue Date that subsequently becomes Debt, of the Issuer or any Restricted Subsidiary outstanding at the time of the Issue Date (other than clause (i) or (ii) above), including, without limitation, the Existing Notes until their repurchase or redemption with the net proceeds of the issuance of Notes;

(iv)    Debt Incurred following the Issue Date that is owed to and held by the Issuer or a Restricted Subsidiary; provided that if such Debt is owed by the Issuer or a Guarantor to a Restricted Subsidiary that is not a Guarantor, such Debt shall be subordinated to the prior payment in full of the Obligations;

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(v)    Guarantees Incurred by the Issuer or a Restricted Subsidiary of Debt or other obligations of the Issuer or a Restricted Subsidiary (including Guarantees by any Restricted Subsidiary of Debt under any Credit Facility); provided that (a) such Debt is Permitted Debt or is otherwise Incurred in accordance with this Section 4.9 and (b) such Guarantees are subordinated to the Notes to the same extent as the Debt being guaranteed;

(vi)    Debt Incurred in respect of workers’ compensation claims, general liability or trucker’s liability claims, unemployment or other insurance and self-insurance obligations, payment obligations in connection with health or other types of social security benefits, indemnity, bid, performance, warranty, release, judgment, appeal, advance payment, customs, surety and similar bonds, letters of credit for operating purposes and completion guarantees and warranties provided or Incurred (including Guarantees thereof) by the Issuer or a Restricted Subsidiary in the ordinary course of business;

(vii)    Debt under Hedging Obligations entered into to manage fluctuations in interest rates, commodity prices and currency exchange rates (and not for speculative purposes);

(viii)    Debt of the Issuer or any Restricted Subsidiary pursuant to Capital Lease Obligations and Purchase Money Debt; provided that the aggregate principal amount of such Debt outstanding at any time under this clause (viii) may not exceed the greater of (a) $15,000,000 or (b) 5.0% of Total Assets, in the aggregate;

(ix)    the issuance by any of the Restricted Subsidiaries to the Issuer or to any of the Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(a)    any subsequent issuance or transfer of Capital Interests that results in any such preferred stock being held by a Person other than the Issuer or Restricted Subsidiaries; and

(b)    any sale or other transfer of any such preferred stock to a Person that is not either the Issuer or a Restricted Subsidiary;

shall be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (ix);

(x)    Debt arising from (x) customary cash management, cash pooling or setting off arrangements, and automated clearing house transactions, (y) any Bank Product (excluding Hedging Obligations entered into for speculative purposes) or (z) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that any such Debt Incurred pursuant to clause (z) is extinguished within five Business Days of the Incurrence;

(xi)    Debt of the Issuer or any Restricted Subsidiary not otherwise permitted pursuant to this definition (including additional Debt under the ABL Credit Agreement, Purchase Money Debt and Capital Lease Obligations), in an aggregate principal amount not to exceed $15,000,000 at any time outstanding;

(xii)    Refinancing Debt in respect of any Debt permitted by clauses (ii) and (iii) above, this clause (xii), clause (xiii) below or Debt Incurred in accordance with clause (a) of this Section 4.9;

(xiii)    Acquired Debt incurred by a Restricted Subsidiary prior to the time that such Restricted Subsidiary was acquired or merged into the Issuer and was not Debt incurred in connection with, or in contemplation of, such acquisition or merger; provided that immediately after giving effect to any such acquisition or merger on a pro forma basis, the Issuer (x) could Incur $1.00 of additional Debt (other than Permitted Debt) in accordance with clause (a) of this Section 4.9 or (y) the Consolidated Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such acquisition or merger;

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(xiv)    Debt consisting of Debt issued by the Issuer or any of its Restricted Subsidiaries to current or former officers, directors, employees and consultants thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent permitted pursuant to clause (iv) of the second paragraph of Section 4.7;

(xv)    Debt of the Issuer to a Restricted Subsidiary; provided that any such Debt owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided, further, that any subsequent issuance or transfer of any capital stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Debt (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Debt not permitted by this clause (xv);

(xvi)    Debt of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that, if a Guarantor incurs such Debt to a Restricted Subsidiary that is not a Guarantor, such Debt is expressly subordinated in right of payment to the Guarantee of such Guarantor; provided, further, that any subsequent issuance or transfer of capital stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Debt not permitted by this clause (xvi);

(xvii)    Debt in respect of customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business;

(xviii)    Debt of the Issuer or any Restricted Subsidiary consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business;

(xix)    Debt Incurred by the Issuer or any Restricted Subsidiary for pension fund withdrawal or partial withdrawal obligations in an amount not to exceed, in the aggregate at any one time outstanding, $5,000,000; and

(xx)    Debt of Restricted Subsidiaries of the Issuer that are not Guarantors in an amount not to exceed, in the aggregate at any one time outstanding, $7,500,000.

(c)     For purposes of determining compliance with this Section 4.9, (x) the outstanding principal amount of any Debt shall be counted only once such that (without limitation) any obligation arising under any Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included and (y) except as provided above, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and Section 4.9(a), the Issuer, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt and such Debt need not be permitted solely by reference to one provision of this Section 4.9 but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.9.

(d)     The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the forms of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms and changes in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this Section 4.9.

(e)     Notwithstanding anything to the contrary herein, the maximum amount of Debt that may be outstanding pursuant to this Section 4.9 will not be deemed exceeded due to the results of fluctuations in exchange rates or currency values.  For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred.

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(f)      None of the Issuer and Guarantors will Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to at least the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

SECTION 4.10Limitation on Asset Sales.

(a)     The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly consummate an Asset Sale of any Notes Collateral, unless:

(1)           other than in the case of an Event of Loss, the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of;

(2)           other than in the case of an Event of Loss, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash, Eligible Cash Equivalents or Additional Assets;

(3)           to the extent that any consideration received by the Issuer or a Restricted Subsidiary in such Asset Sale constitute securities or other assets that constitute Collateral, such securities or other assets, including the assets of any Person that becomes a Guarantor as a result of such transaction, are following their acquisition added to the Collateral securing the Notes in accordance with the requirements of the Security Documents and the Intercreditor Agreement; and

(4)           no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale.

Within 365 days after the Issuer’s or a Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale covered by this clause (a), the Issuer or such Restricted Subsidiary, at its option, may apply the Net Cash Proceeds from such Asset Sale:

(i)            to make one or more offers to the Holders of the Notes (and, at the option of the Issuer, the holders of Permitted Additional Pari Passu Obligations) to purchase Notes (and such Permitted Additional Pari Passu Obligations) pursuant to and subject to the conditions contained in this Indenture (each, an “Asset Sale Offer”); provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to this clause (i), the Issuer or such Restricted Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, that if the Issuer or such Restricted Subsidiary shall so reduce any Permitted Additional Pari Passu Obligations, the Issuer will equally and ratably reduce Debt under the Notes by making an offer to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of the Notes, such offer to be conducted in accordance with the procedures set forth below for an Asset Sale Offer but without any further limitation in amount; or

(ii)           to an Investment in (a) any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Interests and results in the Issuer or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Interests of such business such that it constitutes a Restricted Subsidiary, (b) properties, (c) capital expenditures or (d) other assets that, in each of (a), (b), (c) and (d), replace the businesses, properties and assets that are the subject of such Asset Sale or are used or useful in a Permitted Business (clauses (a), (b), (c) and (d) together, the “Additional Assets”); provided that to the extent that the assets that were subject to the Asset Sale constituted Notes Collateral, such Additional Assets shall also constitute Notes Collateral; provided, further, that the Issuer or such Restricted Subsidiary, as the case may be, promptly takes such action (if any) as may be required to cause that portion of such Investment constituting Notes Collateral to be added to the Notes Collateral securing the Notes;

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provided that in the case of clause (ii) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Issuer or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, further, that if such commitment is later terminated or cancelled prior to the application of such Net Cash Proceeds, then such Net Cash Proceeds shall constitute Excess Proceeds.

Any Net Cash Proceeds from the Asset Sales covered by this clause (a) that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute “Excess Proceeds.”  Within 15 business days  after the aggregate amount of Excess Proceeds exceeds $10,000,000, the Issuer shall make an Asset Sale Offer to all Holders of the Notes, and, if required by the terms of any Permitted Additional Pari Passu Obligations, to the holders of such Permitted Additional Pari Passu Obligations, to purchase the maximum principal amount of Notes and such Permitted Additional Pari Passu Obligations that is $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture.  To the extent that the aggregate amount of Notes and such Permitted Additional Pari Passu Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Notes or the Permitted Additional Pari Passu Obligations surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer shall select the Notes and such Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Permitted Additional Pari Passu Obligations tendered.  Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.  After the Issuer or any Restricted Subsidiary has applied the Net Cash Proceeds from any Asset Sale of any Notes Collateral as provided in, and within the time periods required by, this clause (a), the balance of such Net Cash Proceeds, if any, from such Asset Sale of Notes Collateral shall be released by the Collateral Agent to the Issuer or such Restricted Subsidiary for use by the Issuer or such Restricted Subsidiary for any purpose not prohibited by the terms of this Indenture.

(b)     The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly consummate an Asset Sale of any assets that do not constitute Notes Collateral, unless:

(1)           other than in the case of an Event of Loss, the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of;

(2)           other than in the case of an Event of Loss, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash, Eligible Cash Equivalents or Additional Assets;

(3)           to the extent that any consideration received by the Issuer and the Restricted Subsidiaries in such Asset Sale constitutes securities or other assets that constitute Collateral, such securities or other assets, including the assets of any Person that becomes a Guarantor as a result of such transaction, are following their acquisition added to the Collateral securing the Notes in accordance with the requirements of the Security Documents; and

(4)           no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale.

Within 365 days after the Issuer’s or Restricted Subsidiary’s receipt of the Net Cash Proceeds from any such Asset Sale covered by this clause (b), the Issuer or such Restricted Subsidiary may at its option do any one or more of the following:

(i)      reduce any Debt under the ABL Credit Agreement or any Debt of the Issuer or a Guarantor that in each case is secured by a Lien on the ABL Collateral that is prior to the Lien on the ABL Collateral in favor of Holders of Notes, in each case other than Debt owed to the Issuer or a Subsidiary of the Issuer (but without, in the case of any reduction of revolving obligations under an asset based revolving credit

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agreement, the requirement for any permanent reduction in the amount of commitments in respect thereof);

(ii)     make an Investment in Additional Assets; provided, further, that the Issuer or such Restricted Subsidiary, as the case may be, promptly takes such action (if any) as may be required to cause that portion of such Investment constituting Collateral to be added to the Collateral securing the Notes; or

(iii)    to the extent such Net Cash Proceeds are not from Asset Sales of Collateral, permanently reduce Debt of a Restricted Subsidiary that is not a Guarantor, other than Debt owed to an Issuer, a Guarantor or a Restricted Subsidiary;

provided that in the case of clause (ii) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Issuer or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, further, that if such commitment is later terminated or cancelled prior to the application of such Net Cash Proceeds, then such Net Cash Proceeds shall constitute Excess Proceeds.

Any Net Cash Proceeds from an Asset Sale of any assets that do not constitute Notes Collateral that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute “Excess ABL Proceeds”.  Within 15 business days after the aggregate amount of Excess ABL Proceeds exceeds $10,000,000, the Issuer shall make an offer to all Holders of the Notes, and, if required by the terms of any Permitted Additional Pari Passu Obligations, to the holders of such Permitted Additional Pari Passu Obligations (an “ABL Asset Sale Offer”), to purchase the maximum principal amount of Notes and such Permitted Additional Pari Passu Obligations that is $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess ABL Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture.  To the extent that the aggregate amount of Notes and such Permitted Additional Pari Passu Obligations tendered pursuant to an ABL Asset Sale Offer is less than the Excess ABL Proceeds, the Issuer may use any remaining Excess ABL Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Notes or the Permitted Additional Pari Passu Obligations surrendered by such holders thereof exceeds the amount of Excess ABL Proceeds, the Issuer shall select the Notes and such Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Permitted Additional Pari Passu Obligations tendered.  Upon completion of any such ABL Asset Sale Offer, the amount of Excess ABL Proceeds shall be reset at zero.

Pending the final application of any Net Cash Proceeds pursuant to clauses (a) and (b) of this Section 4.10, the Issuer or the applicable Restricted Subsidiary may apply such Net Cash Proceeds temporarily to reduce Debt outstanding under a revolving credit facility or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Indenture.

(c)     For the purposes of this Section 4.10, any sale by the Issuer or a Restricted Subsidiary of the Capital Interests of the Issuer or a Restricted Subsidiary that owns assets constituting Notes Collateral or ABL Collateral shall be deemed to be a sale of such Notes Collateral or ABL Collateral (or, in the event of a Restricted Subsidiary that owns assets that include any combination of Notes Collateral and ABL Collateral, a separate sale of each of such Notes Collateral and ABL Collateral).  In the event of any such sale (or a sale of assets that includes any combination of Notes Collateral and ABL Collateral), the proceeds received by the Issuer and the Restricted Subsidiaries in respect of such sale shall be allocated to the Notes Collateral and ABL Collateral in accordance with their respective fair market values, which shall be determined by the Board of Directors of the Issuer or, at the Issuer’s election, an independent third party.  In addition, for purposes of this Section 4.10, any sale by the Issuer or any Restricted Subsidiary of the Capital Interests of any Person that owns only ABL Collateral will not be subject to clause (a) above, but rather will be subject to clause (b) above.

(d)     For purposes of this Section 4.10, the following are deemed to be cash or Eligible Cash Equivalents:

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(1)           any liabilities (as shown on the Issuer’s, or such Restricted Subsidiary’s, most recent balance sheet or in the notes thereto) of the Issuer or any Restricted Subsidiary that are assumed by the transferee of any such assets and for which the Issuer and all Restricted Subsidiaries have been validly released by all creditors in writing; and

(2)           any securities received by the Issuer, a Guarantor or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase.  To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.

SECTION 4.11Limitation on Transactions with Affiliates.

The Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of related transactions, contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”), unless:

(i)            such Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that could reasonably have been obtained in a comparable arm’s-length transaction by the Issuer or such Restricted Subsidiary with an unaffiliated party; and

(ii)           with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5,000,000, the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above; and

(iii)          with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20,000,000, the Issuer must obtain and deliver to the Trustee a written opinion of a nationally recognized investment banking, accounting or appraisal firm (an “Independent Financial Advisor”) stating that the transaction is fair to the Issuer or such Restricted Subsidiary, as the case may be, from a financial point of view.

The foregoing limitation does not limit, and shall not apply to:

(1)           Restricted Payments that are permitted by the provisions of this Indenture pursuant to Section 4.7 or Permitted Investments;

(2)           the payment of reasonable and customary fees and indemnities to members of the Board of Directors of the Issuer or a Restricted Subsidiary;

(3)           the payment (and any agreement, plan or arrangement relating thereto) of reasonable and customary compensation and other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to officers and employees of the Issuer or any Restricted Subsidiary;

(4)           transactions between or among the Issuer and/or the Restricted Subsidiaries;

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(5)           the issuance of Capital Interests (other than Redeemable Capital Interests) of the Issuer otherwise permitted hereunder and the granting of registration and other customary rights in connection therewith;

(6)           any agreement or arrangement as in effect on the Issue Date and any amendment, extension or modification thereto so long as such amendment, extension or modification is not more disadvantageous to the Holders of the Notes in any material respect;

(7)           any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Issuer or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto so long as such amendment, extension or modification is not more disadvantageous to the Holders of the Notes in any material respect;

(8)           transactions in which the Issuer delivers to the Trustee a written opinion from an Independent Financial Advisor to the effect that the transaction is fair, from a financial point of view, to the Issuer and any relevant Restricted Subsidiaries;

(9)           any contribution of capital to the Issuer;

(10)         the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or any similar agreement entered into after the Issue Date shall only be permitted by this clause (10) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect to the Holders when taken as a whole as compared to the original agreement in effect on the Issue Date;

(11)         transactions with customers, clients, suppliers or purchasers or sellers of goods or services that do not directly or indirectly, own Capital Interests in the Issuer and in which the Issuer does not, directly or indirectly, own Capital Interests, in each case, in the ordinary course of business and otherwise in compliance with the terms of this Indenture and which are on terms at least as favorable as might reasonably have been obtained at such time in a comparable arm’s-length transaction with an unaffiliated party; and

(12)         the Transactions and the payment of all fees and expenses related to the Transactions.

SECTION 4.12Limitation on Liens.

(a)     The Issuer will not, and will not permit any of the Restricted Subsidiaries, directly or indirectly, to enter into, create, incur, assume or suffer to exist any Liens of any kind on or with respect to the Collateral except Permitted Collateral Liens.

(b)     Subject to Section 4.12(a), the Issuer will not, and will not permit any of the Restricted Subsidiaries, directly or indirectly, to enter into, create, incur, assume or suffer to exist any Liens of any kind, other than Permitted Liens, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom other than the Collateral without securing the Notes and all other amounts due under this Indenture and the Security Documents (for so long as such Lien exists) equally and ratably with (or prior to) the obligation or liability secured by such Lien.

(c)     For purposes of determining compliance with this Section 4.12, (A) a Lien securing an item of Debt need not be permitted solely by reference to the above paragraph or to one category (or portion thereof) of Permitted Liens described in the definition of “Permitted Liens” but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Debt (or any portion thereof) meets the criteria of the above paragraph

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or one or more of the categories (or portions thereof) of Permitted Liens described in the definition of “Permitted Liens,” the Issuer shall, in its sole discretion, divide, classify or reclassify, or later divide, classify, or reclassify, such Lien securing such item of Debt (or any portion thereof) in any manner that complies (based on circumstances existing at the time of such division, classification or reclassification) with this Section 4.12.

(d)     With respect to any Lien securing Debt that was permitted to secure such Debt at the time of the Incurrence of such Debt, such Lien shall also be permitted to secure any Increased Amount of such Debt.  The “Increased Amount” of any Debt shall mean any increase in the amount of such Debt in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Debt with the same terms or in the form of common equity of the Issuer or any direct or indirect payment of the Issuer, the payment of dividends on preferred stock in the form of additional shares of preferred stock of the same class, accretion of original issue discount or liquidation preference and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Debt.

SECTION 4.13Maintenance of Property and Insurance.

Subject to and in compliance with the provisions of Article X and the provisions of the applicable Security Documents, all property (including equipment) material to, and used or useful in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as whole, shall be maintained and kept in good operating condition and working order (ordinary wear and tear and casualty loss excepted), and the Issuer and its Restricted Subsidiaries shall make any repairs, replacements and improvements thereto as they determine to be reasonable and prudent; provided that the Issuer and its Restricted Subsidiaries shall not be obligated to comply with the foregoing provisions of this Section 4.13 to the extent that the Issuer’s management determines that the maintenance and repair of such property is no longer in the best interests of the Issuer and its Restricted Subsidiaries taken as a whole.

The Issuer will provide or cause to be provided, for itself and its Restricted Subsidiaries, insurance (including appropriate self-insurance) on its and its Subsidiaries business and the Collateral, with recognized, financially sound insurers or with the government of the United States of America, or an agency or instrumentality thereof, in such amounts, with such deductibles and by such methods as are determined by the Issuer in good faith to be reasonable and prudent.

SECTION 4.14Offer to Purchase upon Change of Control.

Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Issuer to repurchase all or any part of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued and unpaid interest, if any, to but not including the Purchase Date pursuant to an Offer to Purchase (the “Change of Control Payment”).  For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Issuer commences an Offer to Purchase all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase.

If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in an Offer to Purchase upon a Change of Control and the Issuer, or any third party making the Offer to Purchase in lieu of the Issuer as described below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Offer to Purchase described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.

On the Purchase Date, the Issuer shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered pursuant to the Offer to Purchase, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9.

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The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable.

The Issuer will not be required to make an Offer to Purchase upon a Change of Control if (i) a third party makes such Offer to Purchase contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to an Offer to Purchase made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of redemption has been given pursuant to Section 3.7(a) or Section 3.7(b).

The Issuer will be required to comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws or regulations in connection with an Offer to Purchase.  To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and no Default or Event of Default shall be deemed to have occurred as a result of such compliance.

In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Offer to Purchase.

SECTION 4.15Corporate Existence.

Except as permitted by Section 11.5 and Article V hereof, as the case may be, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each of its Restricted Subsidiaries in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer or any such Restricted Subsidiary; provided that the Issuer shall not be required to preserve the corporate, partnership or other existence of any of its Subsidiaries to the extent that the Issuer’s management determines that the preservation thereof is no longer in the best interests of the Issuer and its Restricted Subsidiaries taken as a whole.

SECTION 4.16Limitation on Business Activities.

The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

SECTION 4.17Additional Note Guarantees.

After the Issue Date, the Issuer will cause (i) each of the Wholly-Owned Restricted Subsidiaries (other than (x) any Foreign Subsidiary and (y) any Restricted Subsidiary that is prohibited by law from guaranteeing the Notes or that would experience adverse regulatory consequences as a result of providing a guarantee of the Notes (so long as, in the case of this clause (y), such Restricted Subsidiary has not provided a guarantee of any other Debt of the Issuer or any of the Guarantors)) and (ii) any other Restricted Subsidiary that is a guarantor or co-borrower under any Credit Facility to guarantee the Notes and the Issuer’s other obligations under this Indenture within thirty (30) days of becoming a Restricted Subsidiary.

Subject to Section 4.19, such Guarantor will within thirty (30) days of becoming such Restricted Subsidiary enter into a joinder agreement to the applicable Security Documents or new Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes and take all actions advisable in the opinion of the Issuer, as set forth in an Officers’ Certificate accompanied by an Opinion of Counsel to the Issuer to cause the Liens created by the Security Documents to be duly perfected to the extent required by such documents in accordance with all applicable law, including the filing of financing statements in the jurisdictions of incorporation or formation of the Issuer and the Guarantors. The Issuer shall also deliver an Opinion of Counsel satisfactory to the Trustee which shall include enforceability of the Guarantee and the opinions set forth in Section 12.3. The Note Guarantees will be released as set forth in Article XI.

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SECTION 4.18Limitation on Creation of Unrestricted Subsidiaries.

The Issuer may designate any Subsidiary of the Issuer  to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if:

(1)           no Default shall be continuing after giving effect to such Designation; and

(2)           the Issuer would be permitted to make, at the time of such Designation, (i) a Permitted Investment or (ii) an Investment pursuant to the first paragraph of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date.

No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiary:

(1)           to the extent the Debt of the Subsidiary is not Non-Recourse Debt, any guarantee or other credit support thereof by the Issuer or a Restricted Subsidiary is permitted under Section 4.9;

(2)           is not party to any agreement, contract, arrangement or understanding that would not be permitted under Section 4.11; and

(3)           is a Person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Capital Interests or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results, unless such obligation is a Permitted Investment or is otherwise permitted under Section 4.7.

If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Debt of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Issuer shall be in default of the applicable covenant.

An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred in accordance with Section 4.9 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.12.

All Designations must be evidenced by an Officers’ Certificate delivered to the Trustee certifying compliance with the foregoing provisions.

SECTION 4.19Further Assurances.

(a)     The Issuers will, and will cause each of the existing and future Restricted Subsidiaries to, at their expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments and do or cause to be done such further acts, in each case, as may be reasonably necessary and proper to:

(i)      effectuate the purposes of this Indenture and the Security Documents;

(ii)     evidence, perfect, maintain and enforce the validity, effectiveness and priority of any of the Liens created, or intended to be created, by the Security Documents; and

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(iii)    ensure the protection and enforcement of any of the rights granted or intended to be granted to the Trustee under any other instrument executed by the Issuers or any Restricted Subsidiary in connection therewith.

SECTION 4.20Additional Interest Notice.

In the event that the Company is required to pay Additional Interest to holders of Notes pursuant to the Registration Rights Agreement, the Company will provide written notice (“Additional Interest Notice”) to the Trustee of its obligation to pay Additional Interest no later than five days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Company on such payment date. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

ARTICLE V

SUCCESSORS

SECTION 5.1Consolidation, Merger, Conveyance, Transfer or Lease.

The Issuer will not, in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Restricted Subsidiary into the Issuer in which the Issuer is the continuing Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the assets of the Issuer and its Subsidiaries (determined on a consolidated basis), taken as a whole, to any other Person, unless:

(i)      either: (a) the Issuer shall be the continuing Person or (b) the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged, or the Person that acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the property and assets of the Issuer (such Person, the “Surviving Entity”), (1) shall be a corporation, partnership, limited liability company or similar entity organized and validly existing under the laws of the United States, any political subdivision thereof or any state thereof or the District of Columbia, (2) shall expressly assume, by a supplemental indenture, the due and punctual payment of all amounts due in respect of the principal of (and premium, if any) and interest on all the Notes and the performance of the covenants and obligations of the Issuer under this Indenture and (3) shall expressly assume the due and punctual performance of the covenants and obligations of the Issuer under the Security Documents; provided, however, that if the Surviving Entity is not a corporation, a co-obligor of the Notes is a corporation satisfying such requirements;

(ii)     immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(iii)    in the case of a transaction involving the Issuer, immediately after giving effect to any such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions) as if such transaction or series of transactions had occurred on the first day of the determination period, the Issuer (or the Surviving Entity if the Issuer is not the continuing Person), (x) could Incur $1.00 of additional Debt (other than Permitted Debt) under Section 4.9(a) or (y) the Consolidated Fixed Charge Coverage Ratio for the Issuer (or the Surviving Entity if the Issuer is not the continuing Person) and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction or series of transactions;

(iv)    the Issuer delivers, or causes to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that

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such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of this Indenture;

(v)     the Surviving Entity causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Surviving Entity;

(vi)    the Collateral owned by or transferred to the Surviving Entity shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes and (c) not be subject to any Lien other than Permitted Collateral Liens; and

(vii)   the property and assets of the Person which is merged or consolidated with or into the Surviving Entity, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Surviving Entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture.

The preceding clause (iii) will not prohibit a merger between the Issuer and an Affiliate incorporated solely for the purpose of converting the Issuer into a corporation organized under the laws of the United States or any political subdivision or state thereof; so long as, the amount of Debt of the Issuer and the Restricted Subsidiaries is not increased thereby, except for Debt incurred in the ordinary course of business to pay fees, expenses and other costs associated with such transaction.

SECTION 5.2Successor Person Substituted.

Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in Section 5.1, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Surviving Entity had been named as the Issuer herein, as applicable; and when a Surviving Entity duly assumes all of the obligations and covenants of the Issuer pursuant to this Indenture and the Notes, except in the case of a lease, the predecessor Person shall be relieved of all such obligations.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1Events of Default.

Each of the following constitutes an “Event of Default”:

(1)           default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption, required repurchase or otherwise);

(2)           default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3)           the Issuer fails to accept and pay for Notes tendered when and as required pursuant to an Offer to Purchase made pursuant to  Section 4.14;

(4)           except as permitted by this Indenture, (i) any Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect and enforceable in accordance with its terms (except as specifically provided in

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this Indenture) for a period of 30 days after written notice thereof by the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes or (ii) the Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason be asserted by any of the Guarantors or the Issuer not to be in full force and effect and enforceable in accordance with  its terms;

(5)           default in the performance, or breach, of any covenant or agreement of the Issuer or any Guarantor in this Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2), (3) or (4) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;

(6)           a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Issuer or any Restricted Subsidiary (other than Debt owed to the Issuer or a Restricted Subsidiary) having, individually or in the aggregate, a principal or similar amount outstanding of at least $10,000,000, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $10,000,000 of principal amount of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(7)           the entry against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $10,000,000 and not covered by insurance (not disputed), by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days;

(8)           (i) the Issuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a)           commences a voluntary case,

(b)           consents to the entry of an order for relief against it in an involuntary case,

(c)           consents to the appointment of a Custodian of it or for all or substantially all of its property,

(d)           makes a general assignment for the benefit of its creditors, or

(e)           admits, in writing, its inability generally to pay its debts as they become due;

(ii)           a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a)           is for relief against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

(b)           appoints a Custodian of the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Issuer or any of the Restricted Subsidiaries; or

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(c)           orders the liquidation of the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(9)           (x) with respect to a material portion of the Collateral, individually or in the aggregate, (a) any default or breach by the Issuer or any Guarantor in the performance of its obligations under the Security Documents or this Indenture which adversely affects the condition or value of such Collateral or the enforceability, validity, perfection or priority of the Liens in such Collateral, in each case taken as a whole, in any material respect, and continuance of such default or breach for a period of 60 days after written notice thereof by the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes, or (b) any security interest created under the Security Documents or under this Indenture is declared invalid or unenforceable by a court of competent jurisdiction or (y) the Issuer or any of the Guarantors asserts, in any pleading in any court of competent jurisdiction, that any security interest in any Collateral is invalid or unenforceable.

The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

The Trustee shall not be deemed to have notice of any Event of Default and shall not have any duty or responsibility in respect thereof unless and until a Responsible Officer of the Trustee has received written notice of such Event of Default or has actual knowledge of such Event of Default.  Delivery of reports, information and documents to the Trustee under Section 4.3 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder or the existence of an Event of Default (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates, except as otherwise provided herein).

SECTION 6.2Acceleration.

If an Event of Default (other than an Event of Default specified in clause (8) of Section 6.1 with respect to the Issuer) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Issuer (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in this Indenture.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

If an Event of Default specified in clause (8) of Section 6.1 occurs with respect to the Issuer, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so.

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SECTION 6.3Other Remedies.

If an Event of Default occurs and is continuing, subject to the Intercreditor Agreement, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, interest on the Notes or to enforce the performance of any provision of the Notes, this Indenture and the Security Documents.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

SECTION 6.4Waiver of Past Defaults.

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past Default under this Indenture and its consequences, except a Default:

(i)      in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or

(ii)     in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

SECTION 6.5Control by Majority.

Subject to the terms of the Security Documents and Section 7.2(f), the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it.  However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability, and (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 6.6Limitation on Suits.

A Holder may pursue a remedy with respect to this Indenture or the Notes only if:

(a)           the Holder gives to the Trustee written notice of a continuing Event of Default or the Trustee receives such notice from the Issuer;

(b)           the Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(c)           such Holder or Holders, provide to the Trustee indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(d)           the Trustee does not comply with the request within 60 days after receipt of the request and  the provision of such indemnity; and

(e)           during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

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SECTION 6.7Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.8Collection Suit by Trustee.

If an Event of Default specified in Section 6.1(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.9Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable upon the conversion or exchange of the Notes or on any such claims and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10Priorities.

Subject to the terms of the Security Documents, any money collected by the Trustee (or received by the Trustee from the Collateral Agent under any Security Documents) pursuant to this Article VI and any money or other property distributable in respect of the Issuer’s obligations under this Indenture after an Event of Default shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

First:  to the Trustee (including any predecessor Trustee) and Collateral Agent, its agents and attorneys for amounts due under Section 7.7 hereof, including payment of all reasonable compensation, expense and liabilities incurred, and all advances made, by the Trustee or Collateral Agent and the costs and expenses of collection;

Second:  to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest respectively; and

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Third:  to the Issuer or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

SECTION 6.11Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE VII

TRUSTEE

SECTION 7.1Duties of Trustee.

(a)     If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and the Security Documents, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b)     Except during the continuance of an Event of Default:

(i)      the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)     in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, the Trustee shall be under a duty to examine the certificates and opinions specifically required to be furnished to it to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts or conclusions stated therein).

(c)     The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)      this paragraph does not limit the effect of paragraphs (b) or (e) of this Section 7.1;

(ii)     the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)    the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 hereof or otherwise in accordance with the direction of the Holders of a majority in principal amount of outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee or the Collateral Agent, under this Indenture or the Security Documents.

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(d)     Whether or not therein expressly so provided, every provision of this Indenture or any provision of any Security Document that in any way relates to the Trustee or the Collateral Agent is subject to Sections 7.1 and 7.2 hereof.

(e)     No provision of this Indenture or the Security Documents shall require the Trustee or the Collateral Agent to expend or risk its own funds or incur any liability.  The Trustee and the Collateral Agent shall be under no obligation to exercise any of their rights and powers under this Indenture or the Security Documents at the request of any Holders, unless such Holder shall have offered to the Trustee and/or the Collateral Agent, as applicable, security and indemnity satisfactory to it against any loss, liability or expense which might be incurred by it in compliance with such request or direction.

(f)      The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.2Rights of Trustee.

(a)     The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in any such document.

(b)     Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel of the Trustee’s own choosing and the Trustee shall be fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance on the advice or opinion of such counsel or on any Opinion of Counsel.

(c)     The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

(d)     The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.  Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.  Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.

(e)     Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer or a Guarantor shall be sufficient if signed by an Officer of the Issuer or such Guarantor.

(f)      The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security and indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)     The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours the books, records and premises of the Issuer or any Guarantor, personally or by agent or attorney at the sole cost of the Issuer, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

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(h)     The rights, privileges, protections and benefits given to the Trustee, including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document (including the Collateral Agent).

(i)      The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(j)      The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.

(k)     The permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture or any Security Document shall not be construed as a duty.

SECTION 7.3Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.4Trustee’s Disclaimer.

Neither the Trustee nor the Collateral Agent shall be responsible for or make any representation as to the validity or adequacy of this Indenture or the Notes, or the existence, genuineness, value or protection of any Collateral (except for the safe custody of Collateral in its possession actually received by it in accordance with the terms hereof) for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Lien in the Collateral, and neither shall be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, neither shall be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes, any statement or recital in any document in connection with the sale of the Notes or pursuant to this Indenture other than the Trustee’s certificate of authentication on the Notes.

SECTION 7.5Notice of Defaults.

If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders a notice of the Default within 90 days after knowledge by the Trustee.  Except in the case of a Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders.

SECTION 7.6Reports by Trustee to Holders of the Notes.

Within 60 days after each March 1 beginning with the March 1, 2014, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA § 313(b).  The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

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A copy of each report at the time of its mailing to the Holders shall be mailed to the Issuer and filed with the Commission and each stock exchange on which the Notes are listed in accordance with TIA § 313(d).

SECTION 7.7Compensation and Indemnity.

The Issuer and the Guarantors, jointly and severally, shall pay to the Trustee and the Collateral Agent from time to time such compensation for its acceptance of this Indenture and services hereunder as the Issuer and the Trustee shall from time to time agree in writing.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee and the Collateral Agent (which for purposes of this Section 7.7 shall include its officers, directors, stockholders, employees and agents) against any and all claims, damage, losses, liabilities or expenses including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuer (including this Section 7.7) and defending itself against any claim (whether asserted by the Issuer or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent any such loss, claim, damage, liability or expense shall be determined to have been caused by its own negligence or willful misconduct, in the case of the Trustee, or its own gross negligence or willful misconduct in the case of the Collateral Agent, in each case as determined by a final non-appealable order of a court of competent jurisdiction.  The Trustee (or the Collateral Agent, as the case may be) shall notify the Issuer promptly of any claim for which it may seek indemnity.  Failure by the Trustee (or the Collateral Agent, as the case may be) to so notify the Issuer shall not relieve the Issuer of their obligations hereunder.  The Issuer shall defend the claim and the Trustee (or the Collateral Agent, as the case may be) shall cooperate in the defense.  The Trustee (or the Collateral Agent, as the case may be) may have one separate counsel, but at the Trustee’s (or the Collateral Agent’s, as the case may be) expense unless the named parties in any such proceeding (including impleaded parties) include both the Issuer and the Trustee (or the Collateral Agent, as the case may be) and in the reasonable judgment of the Trustee (or Collateral Agent, as the case may be) representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them.  The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

To secure the Issuer’s and the Guarantors’ obligations in this Section 7.7, the Trustee and the Collateral Agent shall have a Lien prior to the Notes on all money or property held or collected by the Trustee or the Collateral Agent, except that held in trust to pay principal or interest, if any, on particular Notes.

In addition, and without prejudice to the rights provided to the Trustee and the Collateral Agent under any of the provisions of this Indenture, when the Trustee or the Collateral Agent incurs expenses or renders services after an Event of Default specified in Section 6.1(8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

“Trustee” for the purposes of this Section 7.7 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder or under any Security Document; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

The provisions of this Section 7.7, including the obligations of the Issuer and the Guarantors hereunder, shall survive the satisfaction and discharge or termination for any reason of this Indenture or the resignation or removal of the Trustee or the Collateral Agent.

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SECTION 7.8Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.8.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer.  The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing.  The Issuer may remove the Trustee if:

(a)           the Trustee fails to comply with Section 7.10 hereof;

(b)           the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)           a Custodian or public officer takes charge of the Trustee or its property; or

(d)           the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.  Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and the duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to the Holders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under and the Lien provided for in Section 7.7 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.9Successor Trustee by Merger, Etc.

If the Trustee or any Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Trustee or any Agent, as applicable.

SECTION 7.10Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trust power and that is subject to supervision or examination by federal or state authorities.  The Trustee together with its Affiliates shall at all times have a combined capital surplus of at least $50,000,000 as set forth in its most recent annual report of condition.

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This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1), (2) and (5).  The Trustee is subject to TIA § 310(b) including the provision in § 310(b)(1); provided that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Issuer or the Guarantors are outstanding if the requirements for exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11Preferential Collection of Claims Against the Issuer.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

SECTION 7.12Trustee’s Application for Instructions from the Issuer.

Any application by the Trustee for written instructions from the Issuer may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective.  The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than twenty Business Days after the date any officer of the Issuer actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

SECTION 7.13Limitation of Liability.

In no event shall the Trustee, in its capacity as such or as Collateral Agent, Paying Agent or Registrar or in any other capacity hereunder, be liable for indirect, special, consequential or punitive losses or damages of any kind whatsoever, including but not limited to lost profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.  The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action.  The provisions of this Section 7.13 shall survive satisfaction and discharge or the termination for any reason of this Indenture and the resignation or removal of the Trustee.

SECTION 7.14Collateral Agent.

The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent as if the Collateral Agent were named as the Trustee herein and the Security Documents were named as this Indenture herein.  For the avoidance of doubt, the standard of care applicable to the Collateral Agent shall be gross negligence.  They shall be in addition and not substitution of any other right, privileges, protections, immunities and benefits in favor of the Collateral Agent in this Indenture and any Security Documents.

SECTION 7.15Co-Trustees; Separate Trustee; Collateral Agent.

At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Collateral may at the time be located, the Issuer, the Collateral Agent and the Trustee shall have power to appoint, and, upon the written request of (i) the Trustee or the Collateral Agent or (ii) the holders of at least 25% of the outstanding principal amount at maturity of the Notes, the Issuer shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to act as separate trustee, co-collateral agent, sub-collateral agent or separate collateral agent of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this

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Section 7.15.  If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Trustee or the Collateral Agent alone shall have power to make such appointment.

Should any written instrument from the Issuer be requested by any co-trustee or separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request of such co-trustee or separate trustee or separate collateral agent, be executed, acknowledged and delivered by the Issuer.

Any co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent shall agree in writing to be and shall be subject to the provisions of the applicable Security Documents as if it were the Trustee thereunder (and the Trustee shall continue to be so subject).

Every co-trustee or separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely:

(a)           The Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee.

(b)           The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, or by the Trustee and such co-collateral agent, sub-collateral agent or separate collateral agent jointly as shall be provided in the instrument appointing such co-trustee, separate trustee or separate collateral agent, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent.

(c)           The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer, may accept the resignation of or remove any co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent appointed under this Section 7.15, and, in case an Event of Default has occurred and is continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent without the concurrence of the Issuer.  Upon the written request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal.  A successor to any co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent so resigned or removed may be appointed in the manner provided in this Section 7.15.

(d)           No co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent hereunder shall be liable by reason of any act or omission of the Trustee, or any other such trustee, co-trustee, separate trustee, co-collateral agent, sub-collateral agent or separate collateral agent hereunder.

(e)           The Trustee shall not be liable by reason of any act or omission of any co-trustee, separate trustee, co-collateral agent, sub-collateral agent or separate collateral agent.

(f)            Any act of holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent, as the case may be.

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SECTION 7.16Limitation on Duty of Trustee and Collateral Agent in Respect of Collateral; Indemnification.

(a)           Beyond the exercise of reasonable care in the custody thereof, neither the Trustee nor the Collateral Agent shall have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and neither the Trustee nor the Collateral Agent shall have any responsibility for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral.  Each of the Trustee and the Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and neither the Trustee nor the Collateral Agent shall be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee or the Collateral Agent in good faith.

(b)           Neither the Trustee nor the Collateral Agent shall be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Trustee or the Collateral Agent, as the case may be,  for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuer or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.  Neither the Trustee nor the Collateral Agent shall have any duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture, the Pledge and Security Agreement, or any other Security Document by the Issuer, the Guarantors or the holders of any Permitted Additional Pari Passu Obligations or any other Person.

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuer may, at the option of its Boards of Directors evidenced by a Board Resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.2 or 8.3 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.2Legal Defeasance.

Upon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “legal defeasance”).  For this purpose, legal defeasance means that the Issuer shall be deemed to have paid and discharged the entire Debt represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Notes and this Indenture (and the Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:  (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.4(1); (b) the Issuer’s obligations with respect to such Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.2 hereof; (c) the rights, powers, trusts, benefits and immunities of the Trustee, including under Section 7.7, 8.5 and 8.7 hereof and the Issuer’s obligations in connection therewith; (d) the Issuer’s rights pursuant to Section 3.7; and (e) the provisions of this

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Article VIII.  Subject to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof.

SECTION 8.3Covenant Defeasance.

Upon the Issuer’s and the Guarantors, if applicable, exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Issuer and the Guarantors, if applicable, shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from its obligations under the covenants contained in Sections 4.3, 4.4, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 5.1 hereof with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance” and, together with legal defeasance, “defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).  For this purpose, covenant defeasance means that, with respect to the outstanding Notes, the Issuer or any of the Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.  In addition, upon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(3), (4), (5), (6), (7) and (9) hereof shall not constitute Events of Default.

SECTION 8.4Conditions to Legal Defeasance or Covenant Defeasance.

The following shall be the conditions to the ability of the Issuer and the Guarantors to effect legal defeasance or covenant defeasance with respect to the outstanding Notes:

In order to exercise either legal defeasance or covenant defeasance with respect to outstanding Notes:

(1)           the Issuer must irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes:  (A) money in an amount, or (B) U.S. government obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of and premium, if any, and interest on such Notes on the Stated Maturity thereof or (if the Issuer has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer) the redemption date thereof, as the case may be, in accordance with the terms of this Indenture and such Notes;

(2)           in the case of legal defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur;

(3)           in the case of covenant defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected

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with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur;

(4)           no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such borrowing);

(5)           such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than this Indenture) to which the Issuer is a party or by which the Issuer is bound; and

(6)           the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such legal defeasance or covenant defeasance have been complied with.

Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a legal defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

SECTION 8.5Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.6 hereof, all money and non-callable U.S. government obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or any Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. government obligations deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer and be relieved of all liability with respect to any money or non-callable U.S. government obligations held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent legal defeasance or covenant defeasance.

SECTION 8.6Repayment to Issuer.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest, if any, on any Note and remaining unclaimed for one year after such principal and premium, if any, or interest has become due and payable shall be paid to the Issuer on its written request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such

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repayment, may at the expense of the Issuer cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.

SECTION 8.7Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable U.S. government obligations in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Issuer under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

SECTION 8.8Discharge.

The Issuer and the Guarantors may terminate the obligations under this Indenture and the Security Documents  (a “Discharge”) when:

(1)           either:  (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption;

(2)           the Issuer has paid or caused to be paid all other sums then due and payable under this Indenture by the Issuer;

(3)           the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument (other than this Indenture) to which the Issuer or any of the Guarantors is a party or by which the Issuer or any of the Guarantors is bound;

(4)           the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and

(5)           the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under this Indenture relating to the Discharge and any redemption, if applicable, have been complied with.

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1Without Consent of Holders of the Notes.

Notwithstanding Section 9.2 of this Indenture, without the consent of any Holders, the Issuer, the Guarantors, the Trustee and the Collateral Agent, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture, the Guarantees and the Security Documents for any of the following purposes:

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(1)           to evidence the succession of another Person to the Issuer or any of the Guarantors and the assumption by any such successor of the covenants of the Issuer or such Guarantor in this Indenture, the Guarantees, the Security Documents and the Notes;

(2)           to add to the covenants of the Issuer for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuer;

(3)           to add additional Events of Default;

(4)           to provide for uncertificated Notes in addition to or in place of the Certificated Notes;

(5)           to evidence and provide for the acceptance of appointment under this Indenture and the Security Documents by a successor Trustee or Collateral Agent;

(6)           to provide for or confirm the issuance of Additional Notes in accordance with the terms of this Indenture;

(7)           to add to the Collateral securing the Notes, to add a Guarantor or to release a Guarantor and Collateral in accordance with this Indenture;

(8)           to cure any ambiguity, defect, omission, mistake or inconsistency as described in an Officer’s Certificate delivered to the Trustee;

(9)           to make or change any other provisions with respect to matters or questions arising under this Indenture; provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Issuer and evidenced by an Officer’s Certificate and copy of the Board Resolution delivered to the Trustee;

(10)         to conform any provision of this Indenture, the Security Documents or the Notes to any provision of the “Description of Notes” in the Offering Memorandum as described in an Officer’s Certificate delivered to the Trustee;

(11)         to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Obligations under this Indenture, the Notes and the Security Documents, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise;

(12)         to provide for the release of Collateral from the Lien of this Indenture and the Security Documents or subordinate to such Lien when permitted or required by the Security Documents or this Indenture; or to otherwise amend any Security Document with respect to the ABL Collateral in a manner consistent with any corresponding amendment to the Security Documents governing the ABL Collateral so long as such amendment does not result in a release of Collateral not otherwise permitted by the Security Documents or this Indenture;

(13)         to enter into or amend the Intercreditor Agreement and/or the Security Documents (or supplement the Intercreditor Agreement and/or the Security Documents) under circumstances provided therein including (x) if the Issuer incurs Credit Facility Obligations and/or Permitted Additional Pari Passu Obligations and (y) in connection with the refinancing of the Credit Facility Obligation and to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include any of the foregoing in the Intercreditor Agreement and Security Documents;

(14)         at the Issuer’s election, to comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA, if such qualification is required;

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(15)         to make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes;

(16)         to make any amendment to the provisions of this Indenture relating to the transfer and legending of the Notes as permitted by this Indenture, including to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect; and

(17)         to secure any Permitted Additional Pari Passu Obligations to the extent permitted under this Indenture and the Security Documents.

SECTION 9.2With Consent of Holders of Notes.

(a)     With the consent of (i) the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture (together with the other consents required thereby) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture, including the definitions herein, and (ii) the Holders of not less than a majority in aggregate principal amount of the outstanding Notes and the Permitted Additional Pari Passu Obligations, voting as one class, the Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or otherwise modify in any manner the Security Documents or the obligations thereunder, including, without limitation, as to property that constitutes less than all or substantially all of the Collateral, release the Lien on such Collateral; provided, however, that no such supplemental indenture, modification or amendment shall, without the consent of the Holder of each outstanding Note affected thereby:

(1)           change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor,

(2)           reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture,

(3)           modify the obligations of the Issuer to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales or Excess Proceeds from an Event of Loss if such modification was done after the occurrence of such Change of Control, or after the obligation to make an Asset Sale Offer has arisen, as applicable; provided that prior to the occurrence of a Change of Control or Asset Sale, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive the requirement to make or complete an Offer to Purchase or Asset Sale Offer,

(4)           subordinate, in right of payment, the Notes to any other Debt of the Issuer,

(5)           modify any of the provisions of this Section 9.2 or provisions of Section 6.4 of this Indenture relating to waivers of past payment defaults or the rights of Holders of Notes to receive payments of principal or premium, if any, on the Notes, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or

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(6)           release any Guarantees of any Subsidiaries that constitute (individually or in the aggregate) in excess of either 5% of the Issuer’s Consolidated Net Tangible Assets or 5% of the Issuer’s consolidated revenues required to be maintained under this Indenture (other than in accordance with the terms of this Indenture).

(b)     In addition, any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes other than in accordance with this Indenture and the Security Documents or modifying the Intercreditor Agreement in any manner adverse in any material respect to the Holders of the Notes will require the consent of the Holders of at least 662/3% in aggregate principal amount of the Notes (including, for the avoidance of doubt, Additional Notes) then outstanding, voting as one class.

SECTION 9.3Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on the Note.  However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective.  When an amendment, supplement or waiver becomes effective in accordance with its terms, it thereafter binds every Holder.

The Issuer may, but shall not be obligated to, fix a record date for determining which Holders consent to such amendment, supplement or waiver.  If the Issuer fixes a record date, the record date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished for the Trustee prior to such solicitation pursuant to Section 2.5 hereof or (ii) such other date as the Issuer shall designate.

SECTION 9.4Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Issuer in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

After any amendment, supplement or waiver becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment, supplement or waiver.  The failure to give such notice shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.5Trustee to Sign Amendments, Etc.

The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  The Issuer and the Guarantors may not sign an amendment or supplemental indenture until their respective Boards of Directors approve it.  In signing or refusing to sign any amendment or supplemental indenture the Trustee shall receive and (subject to Section 7.1 hereof) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized or permitted by this Indenture, that all conditions precedent thereto have been met or waived and that such amendment or supplemental indenture is not inconsistent herewith.

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ARTICLE X

SECURITY

SECTION 10.1Security Documents; Additional Collateral.

(a)           Security Documents.  In order to secure the due and punctual payment of the Obligations, the Issuer, the Guarantors, the Collateral Agent and the other parties thereto have simultaneously with the execution of this Indenture entered or, in accordance with the provisions of Section 4.17, Section 4.19 and this Article X will enter into the Security Documents.  The Issuer shall, and shall cause the Guarantors to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto), within the applicable statutory periods, required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Notes Secured Parties subject to no Liens other than Liens permitted under this Indenture.

(b)     After Acquired Real Property.

If the Issuer or any Guarantor acquires property  that is not automatically subject to a perfected security interest or Lien under the Security Documents and such property would be of the type that would constitute Collateral, then, promptly following such acquisition the Issuer or such Guarantor  will provide security interests in and liens on such property in favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders and the holders of any Permitted Additional Pari Passu Obligations and deliver certain mortgages, deeds of trust, security instruments, financing statements, title insurance policies, surveys and certificates and opinions of counsel in respect thereof as required by this Indenture and the Security Documents and as shall be reasonably necessary to vest in the Collateral Agent a perfected security interest in such property and to have such property added to the Collateral and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect.

The Issuer and the Guarantors shall furnish to the Trustee at least thirty (30) days prior to the anniversary of the Issue Date in each year an Opinion of Counsel, dated as of such date, either (i) (x) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Security Documents securing the Obligations under applicable law to the extent required by the Security Documents other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel and contain customary qualifications and exceptions and may rely on an Officers’ Certificate of the Company, and (y) stating that on the date of such Opinion of Counsel, all financing statements, financing statement amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Collateral Agent securing the Obligations thereunder and under the Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Company and the Guarantors shall cause a continuation statement or amendment to be timely filed so as to maintain such Liens and security interests securing Obligations or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

SECTION 10.2Recording, Registration and Opinions.

Any release of Collateral permitted or required by Section 10.3 hereof or the Security Documents will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any Person that is required to deliver a certificate or opinion under this Indenture or the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion.  The Trustee may, to the extent

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permitted by Sections 7.1 and 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and opinion.

SECTION 10.3Releases of Collateral.

(a)     The Guarantors will be entitled to (x) the release of property and other assets included in the Collateral from the Liens securing the Notes under any one or more of the following circumstances:

(i)      to enable the disposition of such property or assets including, in the case of Capital Interests, by way of consolidation or merger (other than to the Issuer or a Guarantor) to the extent not prohibited under Section 4.10;

(ii)     in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor;

(iii)    in the event any Collateral becomes Excluded Collateral;

(iv)    with the consent of the requisite Holders in accordance with Article IX; and

(y) the subordination of any Lien on any asset granted to or held by the Collateral Agent under any Security Document to the holder of any Lien on such asset that is permitted by clause (xii) or (solely in respect of Purchase Money Debt and Capital Lease Obligations) clause (xx) of the definition of Permitted Lien.

(b)     The second-priority Lien on the ABL Collateral securing the Notes will also terminate and be released pursuant to the Intercreditor Agreement.

(c)     The Liens on all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations under this Indenture, the Note Guarantees under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid or (ii) legal defeasance or covenant defeasance under this Indenture or a discharge of this Indenture pursuant to Article VIII.

(d)     In addition, to the extent necessary and for so long as required for such Guarantor not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the Commission (or any other governmental agency), the Capital Interests and other securities of any Guarantor shall not be included in the Collateral with respect to the Notes (and/or any Permitted Additional Pari Passu Obligations outstanding) so affected and shall not be subject to the Liens securing such Notes and/or any Permitted Additional Pari Passu Obligations. In determining whether any such release is permitted, the Collateral Agent may rely upon a certificate of the Issuer that the Collateral is permitted to be released under this Indenture.

(e)     Notwithstanding anything to the contrary herein, the Issuer and the Guarantors will not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral and the Issuer shall deliver an Officer’s Certificate and an Opinion of Counsel confirming this to the Trustee and Collateral Agent.

(f)      If any Collateral is released in accordance with any of the Security Documents (other than as permitted by this Indenture) and if the Issuer or the applicable Guarantor has delivered the certificates and documents required by the Security Documents, the Trustee will determine whether it has received all documentation required by Section 314(d) of the TIA (to the extent applicable) in connection with such release.

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SECTION 10.4Form and Sufficiency of Release.

In the event that either the Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that, under the terms of this Indenture may be sold, exchanged or otherwise disposed of by the Issuer or any Guarantor, and the Issuer or such Guarantor requests the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee and the Security Documents, upon receipt of an Officers’ Certificate and Opinion of Counsel to the effect that such release complies with Section 10.3 and specifying the provision in Section 10.3 pursuant to which such release is being made (upon which the Trustee may exclusively and conclusively rely), the Trustee shall execute, acknowledge and deliver to the Issuer or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the Issuer, and providing for release without recourse (other than with respect to Liens attributable to it) and shall take such other action as the Issuer or such Guarantor may reasonably request and as necessary to effect such release.  Before executing, acknowledging or delivering any such instrument, the Trustee shall be furnished with an Officer’s Certificate and an Opinion of Counsel (on which the Trustee shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been complied with.

SECTION 10.5Possession and Use of Collateral.

Subject to the provisions of the Security Documents, the Issuer and the Guarantors shall have the right to remain in possession and retain exclusive control of and to exercise all rights with respect to the Collateral (other than monies or U.S. government obligations deposited pursuant to Article VIII, and other than as set forth in the Security Documents and this Indenture), to operate, manage, develop, lease, use, consume and enjoy the Collateral (other than monies and U.S. government obligations deposited pursuant to Article VIII and other than as set forth in the Security Documents and this Indenture), to alter or repair any Collateral so long as such alterations and repairs do not impair the creation or perfection of the Lien of the Security Documents thereon, and to collect, receive, use, invest and dispose of the reversions, remainders, interest, rents, lease payments, issues, profits, revenues, proceeds and other income thereof.

SECTION 10.6Purchaser Protected.

No purchaser or grantee of any property or rights purporting to be released shall be bound to ascertain the authority of the Trustee to execute the release or to inquire as to the existence of any conditions herein prescribed for the exercise of such authority so long as the conditions set forth in Section 10.4 have been satisfied.

SECTION 10.7Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents.

In acting hereunder and under the Security Documents, the Holders, the Issuer and the Guarantors agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were provided to the Collateral Agent (for the avoidance of doubt, the standard of care applicable to the Collateral Agent shall be gross negligence).  They shall be in addition and not substitution of any other right, privileges, protections, immunities and benefits in favor of the Collateral Agent in this Indenture and any Security Documents.

SECTION 10.8Authorization of Receipt of Funds by the Trustee Under the Security Agreement.

Subject to the terms of the Intercreditor Agreement, the Trustee is authorized to receive any funds for the benefit of Holders distributed under the Security Documents to the Trustee, to apply such funds as provided in this Indenture and the Security Documents.

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SECTION 10.9Powers Exercisable by Receiver or Collateral Agent.

In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article X upon the Issuer or any Guarantor, as applicable, with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or any Guarantor, as applicable, or of any officer or officers thereof required by the provisions of this Article X.

SECTION 10.10Appointment and Authorization of U.S. Bank National Association as Collateral Agent.

(a)U.S. Bank National Association is hereby designated and appointed as the Collateral Agent under the Security Documents, and is authorized and directed as the Collateral Agent for such Holders to execute and enter into each of the Security Documents and all other instruments relating to the Security Documents and (i) to take action and exercise such powers as are expressly required or permitted hereunder and under the Security Documents and all instruments relating hereto and thereto and (ii) to exercise such powers and perform such duties as are in each case, expressly delegated to the Collateral Agent by the terms hereof and thereof together with such other powers as are reasonably incidental hereto and thereto.

(b)Notwithstanding any provision to the contrary elsewhere in this Indenture or the Security Documents, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any fiduciary relationship with any Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or any Security Document or otherwise exist against the Collateral Agent.

(c)The Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Security Documents in good faith and in accordance with the advice or opinion of such counsel

(d)Beyond the exercise of reasonable care in the custody thereof, neither the Trustee nor the Collateral Agent shall have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and neither the Trustee nor the Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. Each of the Trustee and the Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee or the Collateral Agent, as applicable, in good faith, except to the extent of the Collateral Agent’s gross negligence or willful misconduct.

ARTICLE XI

NOTE GUARANTEES

SECTION 11.1Note Guarantees.

(a)Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that:  (i) the principal of and premium, if any and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any

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extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.  Each of the Note Guarantees shall be a guarantee of payment and not of collection.

(b)Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

(c)Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note and such Note Guarantee or as provided for in this Indenture.  Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any or interest on such Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Issuer or any other Guarantor.  Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders.

(d)If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Note Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect.  This Section 11.1(d) shall remain effective notwithstanding any contrary action which may be taken by the Trustee or any Holder in reliance upon such amount required to be returned.  This Section 11.1(d) shall survive the termination of this Indenture.

(e)Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Note Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Note Guarantee of such Guarantor.

SECTION 11.2Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 11.1, each Guarantor agrees that a notation of such Note Guarantee substantially in the form attached hereto as Exhibit B shall be endorsed on each Note authenticated and delivered by the Trustee.  Such notation of Note Guarantee shall be signed on behalf of such Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member, director or member, as applicable) on behalf of such Guarantor by manual or facsimile signature.  In case the officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director or member before the Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Trustee, such Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director or member.

Each Guarantor agrees that its Note Guarantee set forth in Section 11.1 shall remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

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The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the Guarantors.

The failure to endorse a Note Guarantee shall not affect or impair the validity thereof.

SECTION 11.3Severability.

In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.4Limitation of Guarantors’ Liability.

Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance.  To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

SECTION 11.5Guarantors May Consolidate, Etc., on Certain Terms.

No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person other than the Issuer or a Guarantor, unless:

(1)immediately after giving effect to that transaction no Default or Event of Default exists; and

(2)either:

(A)the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Guarantor under this Indenture pursuant to a supplemental indenture; or

(B)the transaction constitutes a sale or other disposition of the Guarantor in accordance with the provisions of Section 4.10 hereof or the sale or disposition of all or substantially all of the assets of the Guarantor is otherwise permitted by this Indenture; and

(3)the Issuer delivers, or cause to be delivered, to the Trustee an Officers’ Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely), stating that such sale, other disposition, consolidation or merger complies with the requirements of this Indenture.

Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in the immediately preceding paragraph, the surviving entity shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantors under this Indenture with the same effect as if such surviving entity had been named as a Guarantor herein, as applicable; and when a surviving entity duly assumes all of the obligations and covenants of one or more Guarantors pursuant to this Indenture and the Note Guarantees, except in the case of a lease, the predecessor Person shall be relieved of all such obligations.

Except as set forth in Articles IV and V hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor, or shall prevent

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any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

SECTION 11.6Release of a Guarantor.

The Note Guarantee of a Guarantor will be automatically and unconditionally released:

(a)in the event of a sale or other transfer (including by way of consolidation or merger) of Capital Interests in such Guarantor in compliance with Section 4.10 following which such Guarantor ceases to be a Subsidiary;

(b)in connection with any sale, disposition or transfer of all or substantially all of the assets of such Guarantor (including by way of consolidation or merger) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale, disposition or transfer does not violate Sections 4.10, 5.1 or 11.5, including the application of the Net Proceeds therefrom; provided, however, that such Guarantor is released from its obligations as a borrower, its guarantees, if any, of, and all pledges and security, if any, granted in connection with, any Credit Facility and any other Debt of the Issuer or any Restricted Subsidiary of the Issuer;

(c)upon the designation of such Guarantor as an Unrestricted Subsidiary in compliance with Section 4.18;

(d)upon a release of such Guarantor from its obligations as a borrower, its guarantee of, and all pledges and security interest, if any, granted under the ABL Credit Agreement in connection with an enforcement action by the collateral agent under the ABL Credit Agreement; provided that (x) prior to such release, such Guarantor is also a guarantor or borrower under the ABL Credit Agreement and (y) after giving effect to such release, such Guarantor will not guarantee any indebtedness of the Issuer or any of its Restricted Subsidiaries nor be obligated as a co-borrower for any indebtedness of the Issuer;

(e)in connection with a Discharge, legal defeasance or covenant defeasance in compliance with Article VIII.

Upon any release of a Guarantor from its Note Guarantee, such Guarantor shall be automatically and unconditionally released from its obligations under the Security Documents.

SECTION 11.7Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Notes guarantee and waivers pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.

SECTION 11.8Future Guarantors.

Each Person that is required to become a Guarantor after the Issue Date pursuant to Section 4.17 shall promptly (but no longer than thirty (30) days of becoming required to become a Guarantor) execute and deliver to the Trustee a supplemental indenture in the form of Exhibit E pursuant to which such Person shall become a Guarantor. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect, subject to customary assumptions and qualifications, that such supplemental indenture has been duly authorized, executed and delivered by such Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request.

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ARTICLE XII

MISCELLANEOUS

SECTION 12.1Notices.

Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier, other electronic means or overnight air courier guaranteeing next day delivery, to the others address:

If to the Issuer or any Guarantor:

Jack Cooper Holdings Corp.

1100 Walnut Street

Suite 2400

Kansas City, MO 64106

email: tciupitu@jackcooper.com

Attention: Bob Griffin, Chief Executive Officer

and

Theo Ciupitu, General Counsel

With a copy to:

Paul Hastings LLP

1170 Peachtree St. SE

Suite 100

Atlanta, Georgia 30309

Email: elizabethnoe@paulhastings.com

Attention: Elizabeth Noe

If to the Trustee:

U.S. Bank National Association
60 Livingston Avenue

St. Paul, MN 55107

Facsimile: (651) 466-7430
Attention: Jack Cooper Corporate Trust Administrator

The Issuer, the Guarantors and the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders and the Trustee) shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier promising next Business Day delivery.  All notices and communications to the Trustee shall only be deemed to have been duly given upon receipt by a Responsible Officer of the Trustee.

Any notice or communication to a Holder shall be mailed by first class mail or by overnight air courier promising next Business Day delivery to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent such notice is required by the TIA or would be so required were the TIA applicable this Indenture.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

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If a notice or communication is mailed or delivered in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except in the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt.

If the Issuer mails a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced on or before delivery of any such instructions or directions whenever a person is to be added or deleted from the listing.  If the party elects to give the Trustee e-mail, pdf or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling.  The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction.  The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

SECTION 12.2Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate in accordance with TIA § 312(b) with other Holders with respect to their rights under this Indenture, the Security Documents or the Notes.  The Issuer, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 12.3Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee:

(a)an Officers’ Certificate (which shall include the statements set forth in Section 12.4 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)an Opinion of Counsel (which shall include the statements set forth in Section 12.4 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 12.4Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

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(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 12.5Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 12.6No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Issuer or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Issuer under the Notes, any Note Guarantee or this Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Notes.

SECTION 12.7Governing Law.

THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES, IF ANY.  The parties to this Indenture each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes, the Note Guarantees or this Indenture, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 12.8No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.9Successors.

All agreements of the Issuer and the Guarantors in this Indenture and the Notes and the Note Guarantees, as applicable, shall bind their respective successors and assigns.  All agreements of the Trustee in this Indenture shall bind its successors and assigns.

SECTION 12.10Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.11Counterpart Originals.

The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

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SECTION 12.12Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 12.13Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 12.13.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof.  Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c)The ownership of Notes shall be proved by the Holder list maintained under Section 2.5 hereunder.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(e)If the Issuer shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer shall have no obligation to do so.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

SECTION 12.14Intercreditor Agreement.

The Trustee, the Collateral Agent and the Holders are bound by the terms of the Intercreditor Agreement and the other Security Documents.

SECTION 12.15Patriot Act

The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, U.S. Bank National Association, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes

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a relationship or opens an account.  The parties to this Agreement agree that they will provide U.S. Bank National Association with such information as it may request in order for U.S. Bank National Association to satisfy the requirements of the USA PATRIOT Act.

SECTION 12.16Trust Indenture Act Controls.

If any provision hereof limits, qualifies or conflicts with a provision of the TIA or another provision that is required or deemed under such Act to be part of and govern this Indenture, the latter provision shall control.  If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded or if the Indenture is not required to comply with the TIA, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first above written.

JACK COOPER HOLDINGS CORP.
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title:   Chairman, President and Treasurer
JACK COOPER TRANSPORT COMPANY, INC.
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title:   Chairman, Treasurer and Assistant Secretary
PACIFIC MOTOR TRUCKING COMPANY
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title:   Chairman, Treasurer and Assistant Secretary
AUTO HANDLING CORPORATION
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title:   Chairman, Treasurer and Assistant Secretary
JACK COOPER LOGISTICS, LLC
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title:   Chairman, Treasurer and Assistant Secretary
JACK COOPER SPECIALIZED TRANSPORT, INC.
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title:   Chairman, Treasurer and Assistant Secretary

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AUTO EXPORT SHIPPING, INC.
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title:   Chairman, Treasurer and Assistant Secretary

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U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Raymond S. Haverstock
	Name: Raymond S. Haverstock
	Title:   Vice President

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EXHIBIT A

FORM OF 9.25% SENIOR SECURED NOTE

(Face of 9.25% Senior Secured Note)
9.25% Senior Secured Notes due 2020

[Global Note Legend]

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.  THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO JACK COOPER HOLDINGS CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.

[Restricted Note Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO JACK COOPER HOLDINGS CORP. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES

A-1

THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) PURSUANT TO (C), (D) OR (E), THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

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Jack Cooper Holdings Corp.

9.25% SENIOR SECURED NOTE DUE 2020

No.	INITIAL NOTES CUSIP:
	144A: 466355AE4
	Reg S:  U4687AAD8
	INITIAL NOTES ISIN:
	144A: US466355AE40
	Reg S: USU4687AAD82

Jack Cooper Holdings Corp. promises to pay to Cede & Co. or registered assigns, the principal sum of [               ] ($[              ]) on June 1, 2020.

Interest Payment Dates:  June 1 and December 1, beginning December1, 2013

Record Dates:  May 15 and November 15

Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

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JACK COOPER HOLDINGS CORP.
By:
	Name:
	Title:

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the 9.25% Senior Secured Notes
referred to in the within-mentioned Indenture:

Dated:  [            ] [  ], 201[ ]

U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee

By:
	Authorized Signatory

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(Reverse of 9.25% Senior Secured Note)
9.25% Senior Secured Notes due 2020

Jack Cooper Holdings Corp.

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)Interest.

(a)Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”), promises to pay interest on the principal amount of this Note (the “Notes”) at the rate of 9.25% per annum.  The Issuer will pay interest in United States dollars (except as otherwise provided herein) semiannually in arrears on June 1 and December 1, commencing on December 1, 2013, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Notes (including any Additional Interest, if any) shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including June 18, 2013.  The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition 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.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.  The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

(b)Registration Rights Agreement.  The Holder of this Note is entitled to the benefits of a Registration Rights Agreement, dated as of June 18, 2013, among the Issuer, the Guarantors party thereto and the Initial Purchasers.(1)

(2)Method of Payment.  The Issuer will pay interest on the Notes (except defaulted interest) on the applicable Interest Payment Date to the Persons who are registered Holders of Notes at the close of business on the May 15 and November 15 (whether or not a Business Day) preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Notes shall be payable as to principal, premium and interest at the office or agency of the Issuer maintained for such purpose within or without The City and State of New York, or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other Notes the Holders of which shall have provided written wire transfer instructions to the Issuer and the Paying Agent at least three Business Days prior to the date of any such payment.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Any payments of principal of and interest on this Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

(1)To be included only in the Initial Notes on the Issue Date and any Additional Notes that bear the Restricted Notes Legend.

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(3)Paying Agent and Registrar.  Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar.  The Issuer may change any Paying Agent or Registrar without notice to any Holder.  The Issuer or any of the Restricted Subsidiaries may act in any such capacity.

(4)Indenture.  The Issuer issued the Notes under an Indenture, dated as of June 18, 2013 (the “Indenture”), among the Issuer and the Trustee.  The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (U.S. Code §§ 77aaa-77bbbb) (the “TIA”).  To the extent the provisions of this Note are inconsistent with the provisions of the Indenture, the Indenture shall govern.  The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms.  The Notes issued on the Issue Date are senior secured Obligations of the Issuer limited to $225,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding Notes as set forth in Paragraph 2 hereof.  The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.

The payment of principal and interest on the Notes is unconditionally guaranteed on a senior basis by the Guarantors.

(5)Optional Redemption.

(a)The Notes may be redeemed, in whole or in part, at any time prior to June 1, 2016, at the option of the Issuer upon not less than 30 nor more than 60 days’ prior notice delivered to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

(b)The Notes are subject to redemption, at the option of the Issuer, in whole or in part, at any time on or after June 1, 2016, upon not less than 30 nor more than 60 days’ notice at the Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders on the relevant regular record date to receive interest due on an interest payment date), if redeemed during the 12-month period beginning on June 1 of the years indicated:

Year	Percentage
2016	106.938	%
2017	104.625	%
2018	102.313	%
2019 and thereafter	100.000	%

(c)Prior to June 1, 2016, the Issuer may, with the net proceeds of one or more Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 109.25% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to but not including the date of redemption; provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Issuer or its Subsidiaries) and that any such redemption occurs within 180 days following the closing of any such Equity Offering.

(6)Mandatory Redemption.  Except as set forth under Sections 4.10 and 4.14 of the Indenture, the Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

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(7)Repurchase at Option of Holder.

(a)Upon the occurrence of certain events, the Issuer may be required to commence an Offer to Purchase pursuant to an Asset Sale Offer or as a result of a Change of Control.

(b)Holders of the Notes that are the subject of an Offer to Purchase will receive notice of an Offer to Purchase pursuant to an Asset Sale Offer or as a result of a Change of Control from the Issuer prior to any related Purchase Date and may elect to have such Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing below.

(8)Notice of Redemption.  Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $2,000 may be redeemed in part but only in a minimum amount of $2,000 principal amount (and integral multiples of $1,000 in excess thereof), unless all of the Notes held by a Holder are to be redeemed.  On and after the redemption date, interest ceases to accrue on the Notes or portions hereof called for redemption.

(9)Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in initial denominations of $2,000 and any integral multiple of $1,000 in excess thereof.  The transfer of the Notes may be registered and the Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by this Indenture.  The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, it need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10)Persons Deemed Owners.  The registered Holder of a Note may be treated as its owner for all purposes.

(11)Amendment, Supplement and Waiver.  Subject to the following paragraphs, the Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including consents obtained in connection with a tender offer or exchange offer for the Notes.

Without the consent of any Holders, the Issuer, the Guarantors, the Trustee and the Collateral Agent, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture for any of the following purposes:

(1)to evidence the succession of another Person to the Issuer or any of the Guarantors and the assumption by any such successor of the covenants of the Issuer or such Guarantor in the Indenture, the Guarantees, the Security Documents and the Notes;

(2)to add to the covenants of the Issuer for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuer;

(3)to add additional Events of Default;

(4)to provide for uncertificated Notes in addition to or in place of the Certificated Notes;

(5)to evidence and provide for the acceptance of appointment under the Indenture and the Security Documents by a successor Trustee or Collateral Agent;

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(6)           to provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture;

(7)           to add to the Collateral Securing the Notes, to add a Guarantor or to release a Guarantor and Collateral in accordance with the Indenture;

(8)           to cure any ambiguity, defect, omission, mistake, error or inconsistency;

(9)           to make or change any other provisions with respect to matters or questions arising under the Indenture; provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Issuer;

(10)         to conform any provision of the Indenture, the Security Documents or the Notes to any provision of the “Description of Notes” in the Offering Memorandum;

(11)         to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Obligations under the Indenture, the Notes and the Security Documents, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the Indenture, any of the Security Documents or otherwise;

(12)         to provide for the release of Collateral from the Lien of the Indenture and the Security Documents or subordinate to such Lien when permitted or required by the Security Documents or this Indenture; or to otherwise amend any Security Document with respect to the ABL Collateral in a manner consistent with any corresponding amendment to the Security Documents governing the ABL Collateral so long as such amendment does not result in a release of Collateral not otherwise permitted by the Security Documents or the Indenture;

(13)         to enter into or amend the Intercreditor Agreement and/or the Security Documents (or supplement the Intercreditor Agreement and/or the Security Documents) under circumstances provided therein including (x) if the Issuer incurs Credit Facility Obligations and/or Permitted Additional Pari Passu Obligations and (y) in connection with the refinancing of the Credit Facility Obligation and to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include any of the foregoing in the Intercreditor Agreement and Security Documents and Security Documents;

(14)         at the Issuer’s election, to comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA, if such qualification is required;

(15)         to make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes;

(16)         to make any amendment to the provisions of the Indenture relating to the transfer and legending of the Notes as permitted by the Indenture, including to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any material respect; and

(17)         to secure any Permitted Additional Pari Passu Obligations to the extent permitted under the Indenture and the Security Documents.

With the consent of (i) the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to the Indenture (together with the other consents required thereby) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or the Notes or of modifying in any

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manner the rights of the Holders under the Indenture, including the definitions therein, and (ii) the Holders of not less than a majority in aggregate principal amount of the outstanding Notes and the Permitted Additional Pari Passu Obligations, voting as one class, the Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or otherwise modify in any manner the Security Documents or the obligations thereunder, including, without limitation, as to property that constitutes less than all or substantially all of the Collateral, release the Lien on such Collateral; provided, however, that no such supplemental indenture, modification or amendment shall, without the consent of the Holder of each outstanding Note affected thereby:

(1)           change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor,

(2)           reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture,

(3)           modify the obligations of the Issuer to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales or Excess Proceeds from an Event of Loss if such modification was done after the occurrence of such Change of Control, or after the obligation to make an Asset Sale Offer has arisen, as applicable; provided that prior to the occurrence of a Change of Control or Asset Sale, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive the requirement to make or complete an Offer to Purchase or Asset Sale Offer,

(4)           subordinate, in right of payment, the Notes to any other Debt of the Issuer,

(5)           modify any of the provisions of this paragraph or provisions relating to waivers of past payment defaults or the rights of Holders of Notes to receive payments of principal or premium, if any, on the Notes, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or

(6)           release any Guarantees of any Subsidiaries that constitute (individually or in the aggregate) in excess of either 5% of the Issuer’s Consolidated Net Tangible Assets or 5% of the Issuer’s consolidated revenues required to be maintained under this Indenture (other than in accordance with the terms of the Indenture).

In addition, any amendment to, or waiver of, the provisions of the Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes other than in accordance with the Indenture and the Security Documents or modifying the Intercreditor Agreement in any manner adverse in any material respect to the Holders of the Notes will require the consent of the holders of at least 662/3% in aggregate principal amount of the Notes (including, for the avoidance of doubt, Additional Notes) then outstanding, voting as one class.

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default:

(1)           in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or

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(2)           in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

(12)         Defaults and Remedies.  Events of Default include:

(1)           default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption, required repurchase or otherwise);

(2)           default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3)           the Issuer fails to accept and pay for Notes tendered when and as required pursuant to an Offer to Purchase as described under Section 4.14;

(4)           except as permitted by the Indenture, (i) any Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), shall for any reason cease to be in full force and effect and enforceable in accordance with its terms (except as specifically provided in the Indenture) for a period of 30 days after written notice thereof by the trustee or the Holders of at least 25% in principal amount of the outstanding Notes or (ii) the Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason be asserted by any of the Guarantors or the Issuer not to be in full force and effect and enforceable in accordance with its terms;

(5)           default in the performance, or breach, of any covenant or agreement of the Issuer or any Guarantor in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2), (3) or (4) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;

(6)           a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Issuer or any Restricted Subsidiary (other than Debt owed to the Issuer or a Restricted Subsidiary) having, individually or in the aggregate, a principal or similar amount outstanding of at least $10,000,000, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $10,000,000 of principal amount of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(7)           the entry against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $10,000,000 and not covered by insurance (not disputed), by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days;

(8)           (i) the Issuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a)           commences a voluntary case,

(b)           consents to the entry of an order for relief against it in an involuntary case,

A-11

(c)           consents to the appointment of a Custodian of it or for all or substantially all of its property,

(d)           makes a general assignment for the benefit of its creditors, or

(e)           admits, in writing, its inability generally to pay its debts as they become due; or

(ii)           a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a)           is for relief against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

(b)           appoints a Custodian of the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Issuer or any of the Restricted Subsidiaries;

(c)           orders the liquidation of the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(9)          (x) with respect to a material portion of the Collateral, individually or in the aggregate, (a) any default or breach by the Issuer or any Guarantor in the performance of its obligations under the Security Documents or the Indenture which adversely affects the condition or value of such Collateral or the enforceability, validity, perfection or priority of the Liens in such Collateral, in each case taken as a whole, in any material respect, and continuance of such default or breach for a period of 60 days after written notice thereof by the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes, or (b) any security interest created under the Security Documents or under the Indenture is declared invalid or unenforceable by a court of competent jurisdiction or (y) the Issuer or any of the Guarantors asserts, in any pleading in any court of competent jurisdiction, that any security interest in any Collateral is invalid or unenforceable.

If an Event of Default (other than an Event of Default specified in clause (8) above with respect to the Issuer) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Issuer (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) above shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

If an Event of Default specified in clause (8) above occurs with respect to the Issuer, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without

A-12

any declaration or other act on the part of the Trustee or any Holder.  The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so.

(13)         Trustee Dealings with Issuer.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from and perform services for Issuer, the Guarantors or their respective Affiliates, and may otherwise deal with Issuer, the Guarantors or their respective Affiliates, as if it were not the Trustee.

(14)         No Recourse Against Others.  No director, officer, employee, stockholder, general or limited partner, member or incorporator, past, present or future, of the Issuer, the Guarantors or any of their respective Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Issuer under the Notes, any Guarantee or the Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner, member or incorporator.

(15)         Authentication.  This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16)         Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17)         CUSIP, ISIN Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:

Jack Cooper Holdings Corp.

1100 Walnut Street

Suite 2400

Kansas City, MO 64106

Email: tciupitu@jackcooper.com

Attention: Bob Griffin, Chief Executive Officer

and

Theo Ciupitu, General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:  (I) or (we) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuer.  The agent may substitute another to act for him.

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Sections 4.10 (Asset Sale) or 4.14 (Change of Control) of the Indenture, check the box below:

o Section 4.10 o Section 4.14

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, state the amount you elect to have purchased:  $

Date:	Your Signature:
		(Sign exactly as your name appears on the Note)

Tax Identification No.:
Signature guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

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CERTIFICATE TO BE DELIVERED UPON
EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED NOTES

Jack Cooper Holdings Corp.

1100 Walnut Street

Suite 2400

Kansas City, MO 64106

Email: tciupitu@jackcooper.com

Attention: Bob Griffin, Chief Executive Officer

and

Theo Ciupitu, General Counsel

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

Facsimile: (651) 466-7430
Attention: Raymond S. Haverstock

Re:Jack Cooper Holdings Corp.
9.25% Senior Secured Notes due 2020

CUSIP #

Reference is hereby made to that certain Indenture dated June 18, 2013 (the “Indenture”) among Jack Cooper Holdings Corp. (the “Issuer”), the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.

This certificate relates to $          principal amount of Notes held in (check applicable space)      book-entry or       definitive form by the undersigned.

The undersigned                    (transferor) (check one box below):

¨            hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; or

¨            hereby requests the Trustee to exchange or register the transfer of a Note or Notes to                         (transferee).

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(b) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW:

(1)           ¨            to the Issuer or any of its subsidiaries; or

(2)           ¨            inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or

A-16

(3)           ¨            outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder.

Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof.

Signature

Signature guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

	[Name of Transferee]
Dated:

NOTICE:  To be executed by an executive officer

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SCHEDULE OF EXCHANGES OF 9.25% SENIOR SECURED NOTES

The following exchanges of a part of this Global Note for other 9.25% Senior Secured Notes have been made:

Date of Exchange Amount of Decrease
in Principal Amount
of this Global Note Amount of Increase
in Principal Amount
of this Global Note Principal Amount of
this Global Note
Following Such Decrease
(or
Increase) Signature of Authorized
Officer of Trustee
or 9.25% Senior
Secured Notes
Custodian

A-18

EXHIBIT B

FORM OF NOTATIONAL GUARANTEE

Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of June 18, 2013, by and among Jack Cooper Holdings Corp. (the “Issuer”) and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Issuer under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Issuer, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article IV of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture.

The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee.

No stockholder, employee, officer, director, general or limited partner, member or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director, general or limited partner, member or incorporator.

This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.  This is a Note Guarantee of payment and not of collectability.

This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories.  The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.

B-1

THE TERMS OF ARTICLE XII OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

B-2

Dated as of
	[GUARANTORS]
	By:
		Name:
		Title:

B-3

EXHIBIT C

[FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]

Jack Cooper Holdings Corp.

1100 Walnut Street

Suite 2400

Kansas City, MO 64106

Email: tciupitu@jackcooper.com

Attention: Bob Griffin, Chief Executive Officer

and

Theo Ciupitu, General Counsel

U.S. Bank National Association
60 Livingston Avenue

St. Paul, MN 55107

Facsimile: (651)466-7430
Attention: Raymond S. Haverstock

Re:          Jack Cooper Holdings Corp. (the “Issuer”) 9.25% Senior Secured Notes due 2020 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $         aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States.

You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferor]

By:

Authorized Signature

Signature guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

C-1

EXHIBIT D

[FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS
PURSUANT TO REGULATION S]

Jack Cooper Holdings Corp.

1100 Walnut Street

Suite 2400

Kansas City, MO 64106

Facsimile: tciupitu@jackcooper.com

Attention: Bob Griffin, Chief Executive Officer

and

Theo Ciupitu, General Counsel

U.S. Bank National Association
60 Livingston Avenue

St. Paul, MN 55107

Facsimile: (651)466-7430
Attention: Raymond S. Haverstock

Re:    Jack Cooper Holdings Corp. (the “Issuer”) 9.25% Senior Secured Notes due 2020 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $         aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1)           the offer of the Notes was not made to a person in the United States;

(2)           either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(3)           no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

(4)           the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

In addition, if the sale is made during a restricted period and the provisions of Rule 903(b) or Rule 904(b) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b) or Rule 904(b), as the case may be.

D-1

The Issuer and you are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.  Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferor]

By:

Authorized Signature

Signature guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

D-2

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE IN RESPECT OF GUARANTEE

SUPPLEMENTAL INDENTURE, dated as of [         ] (this “Supplemental Indenture”), among [name of Guarantor[s]] (the “Guarantor[s]”), Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”) and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”) under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Issuer and the Trustee are parties to an Indenture, dated as of June 18, 2013 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 9.25% Senior Secured Notes due 2020 of the Issuer (the “Notes”);

WHEREAS, Section 11.8 of the Indenture provides that the Issuer is required to cause the Guarantor[s] to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantor[s] shall guarantee the Notes pursuant to [a]  Guarantee[s] on the terms and conditions set forth herein and in Article XI of the Indenture;

WHEREAS, [the][each] Guarantor desires to enter into this Supplemental Indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of such Guarantor is dependent on the financial performance and condition of the Issuer;

WHEREAS, pursuant to Section 9.1 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder; and

WHEREAS, all things necessary to make this a legal, valid and binding agreement of the Issuer have been done.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor[s], the Issuer and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:

1.             Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2.             Agreement to Guarantee.  [The] [Each] Guarantor hereby agree[s], jointly and severally with [all] [any] other Guarantor[s], fully and unconditionally, to guarantee the Notes and the obligations of the Issuer under the Indenture and the Notes on the terms and subject to the conditions set forth in Article XI of the Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Guarantor.

3.             Termination, Release and Discharge.  [The] [Each] Guarantor’s Guarantee shall terminate and be of no further force or effect, and [the] [each] Guarantor shall be released and discharged from all obligations in respect of its Guarantee, only as and when provided in Section 11.5 of the Indenture.

4.             Parties.  Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of [the] [each] Guarantor’s Guarantee or any provision contained herein or in Article XI of the Indenture.

5.             Governing Law.  THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE

E-1

PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT SUCH PRINCIPLES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  THE ISSUER AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE GUARANTEES AND THE NOTES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  THE ISSUER AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE ISSUER OR ANY GUARANTOR IN ANY OTHER JURISDICTION.

6.             Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

7.             Counterparts.  The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

8.             Headings.  The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

E-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[GUARANTOR], as Guarantor
By:
	Name:
	Title:
JACK COOPER HOLDINGS CORP.
By:
	Name:
	Title:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
	Name:
	Title:

EX-4.1.2

Exhibit 4.1.2

SUPPLEMENTAL INDENTURE IN RESPECT OF GUARANTEE

SUPPLEMENTAL INDENTURE, dated as of December 13, 2013 (this “Supplemental Indenture”), among Axis Logistic Services, Inc., a Delaware corporation (“Axis”), Jack Cooper Rail and Shuttle, Inc. (“Rail”), Jack Cooper CT Services, Inc. (“CT” and collectively along with Axis and Rail, the “Guarantors”), Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”) and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”) under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Issuer and the Trustee are parties to an Indenture, dated as of June 18, 2013 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 9.25% Senior Secured Notes due 2020 of the Issuer (the “Notes”);

WHEREAS, Section 11.8 of the Indenture provides that the Issuer is required to cause the Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors shall guarantee the Notes pursuant to Guarantees on the terms and conditions set forth herein and in Article XI of the Indenture;

WHEREAS, each Guarantor desires to enter into this Supplemental Indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of such Guarantor is dependent on the financial performance and condition of the Issuer;

WHEREAS, pursuant to Section 9.1 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder; and

WHEREAS, all things necessary to make this a legal, valid and binding agreement of the Issuer have been done.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantors, the Issuer and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:

1.Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2.Agreement to Guarantee.  Each Guarantor hereby agrees, jointly and severally with all other Guarantors, fully and unconditionally, to guarantee the Notes and the obligations of the Issuer under the Indenture and the Notes on the terms and subject to the conditions set forth in Article XI of the Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Guarantor.

3.Termination, Release and Discharge.  Each Guarantor’s  Guarantee shall terminate and be of no further force or effect, and each Guarantor shall be released and discharged from all obligations in respect of its Guarantee, only as and when provided in Section 11.6 of the Indenture.

4.Parties.  Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of each Guarantor’s Guarantee or any provision contained herein or in Article XI of the Indenture.

5.Governing Law.  THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT SUCH PRINCIPLES ARE NOT

MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  THE ISSUER AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE GUARANTEES AND THE NOTES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  THE ISSUER AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE ISSUER OR ANY GUARANTOR IN ANY OTHER JURISDICTION.

6.Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

7.Counterparts.  The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

8.Headings.  The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

AXIS LOGISTIC SERVICES, INC., as Guarantor
By:	/s/ Michael Scott Testman
	Name: Michael Scott Testman
	Title: Chief Financial Officer
JACK COOPER RAIL AND SHUTTLE, INC., as Guarantor
By:	/s/ Michael Scott Testman
	Name: Michael Scott Testman
	Title: Chief Financial Officer
JACK COOPER CT SERVICES, INC., as Guarantor
By:	/s/ Michael Scott Testman
	Name: Michael Scott Testman
	Title: Chief Financial Officer
JACK COOPER HOLDINGS CORP.
By:	/s/ Michael Scott Testman
	Name: Michael Scott Testman
	Title: Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Raymond S. Haverstock
	Name: Raymond S. Haverstock
	Title: Vice President

EX-4.1.3

Exhibit 4.1.3

SECOND SUPPLEMENTAL INDENTURE

Dated as of January 7, 2014

among

JACK COOPER HOLDINGS CORP.

as Issuer,

The GUARANTORS named therein

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee and as Collateral Agent

9.25% Senior Secured Notes due 2020

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 7, 2014 by and among Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”), the Guarantors under the Indenture referred to below, and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”) and as collateral agent (the “Collateral Agent”).

W I T N E S S E T H :

WHEREAS, the Issuer, the Guarantors, the Trustee and the Collateral Agent are parties to that certain Indenture dated as of June 18, 2013 (the “Indenture”), that governs the Issuer’s existing outstanding $225,000,000 aggregate principal amount of 9.25% Senior Secured Notes due 2020 (the “Initial Notes”);

WHEREAS, Section 2.17 of the Indenture provides that the Issuer shall be entitled, subject to its compliance with Section 4.9 of the Indenture, to issue Additional Notes that shall have identical terms as the Initial Notes, other than with respect to the date of issuance, issue price, amount of interest payable on the first interest payment date applicable thereto and any customary escrow provisions, transfer restrictions and any registration rights agreement and additional interest with respect thereto.  The Initial Notes and the Additional Notes shall be, without limitation, treated as a single class for all purposes under this Indenture.

WHEREAS, Section 9.1 of the Indenture provides that the Issuer and the Guarantors and the Trustee and Collateral Agent, as applicable, may amend, modify or supplement the Indenture, without the consent of Holders to make such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes;

WHEREAS, the Issuer and the Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing $150,000,000 in aggregate principal amount of Additional Notes having the same terms as to status, redemption or otherwise as the Initial Notes (the “New Notes” and, together with the Initial Notes, the “Notes”);

WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized and all conditions and requirements necessary to make this Supplemental Indenture a valid and binding agreement of the Issuer and the Guarantors have been duly performed and complied with; and

WHEREAS, in accordance with Sections 2.2, Section 9.5, and 12.3 of the Indenture, the Issuer has delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that the execution of this Supplemental Indenture is authorized or permitted by the Indenture, that the issuance of New Notes does not give rise to an Event of Default, complies with the Indenture, and has been duly authorized by the Issuer, that this Supplemental Indenture complies with the provisions of the Indenture and that all conditions precedent and covenants, if any, provided for in the Indenture relating to the execution of this Supplemental Indenture have been satisfied.

NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.New Notes. As of the date hereof, the Issuer hereby creates and issues the New Notes under the Indenture, having the same terms as the Initial Notes, at an issue price of 105.25%, plus accrued and unpaid interest from June 18, 2013. The New Notes will be consolidated with and form a single class with the Initial Notes for all purpose of the Indenture.  The New Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto.  The first interest payment date of the New Notes will be May 15, 2014. The New Notes will, when issued, be considered notes issued pursuant to the Indenture for all purposes thereunder and will be subject to and take benefit of all the terms, conditions and provisions of the Indenture.

3.Amendments to the Indenture.

(a)The definition of “Registration Rights Agreement” under Section 1.1 of the Indenture is hereby deleted in its entirety and replaced with the following:

“Registration Rights Agreement” means, with respect to the Initial Notes, the Registration Rights Agreement, dated as of the Issue Date, between the Issuer, the Guarantors and the Initial Purchasers, as the same may be amended from time to time in accordance with the terms thereof, and, with respect to the Additional Notes, the Registration Rights Agreement, dated as of November 7, 2013, among the Issuer, the guarantors party thereto, and the Initial Purchasers, as the same may be amended from time to time in accordance with the terms thereof.”

4.Authentication of New Notes. The Trustee shall, pursuant to an Authentication Order delivered in accordance with Section 2.2 of the Indenture, authenticate the New Notes.

5.CUSIP. The CUSIP numbers for the New Notes, exchanged for notes sold by the initial purchasers in reliance on Rule 144A and Regulation S, shall be 466355AE4 and U4687AAD8, respectively.

6.Restricted Notes. The Global Notes, including the Regulation S Global Note, evidencing the New Notes shall initially bear the Global Note Legend and the Restricted Notes Legend and shall be exchanged for notes sold by the initial purchasers of the New Notes in reliance on Rule 144A or Regulation S.

7.Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes and thereby, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

8.Severability. In case any provision in this Supplemental Indenture, the Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE

STATE OF NEW YORK.  Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Supplemental Indenture.

10.Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

11.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

12.The Trustee. The Trustee makes no representation as to the validity or adequacy of this Supplemental Indenture or the New Notes, and it shall not be accountable for the Issuer’s use of the proceeds from the New Notes, and it shall not be responsible for any statement of the Issuer in this Supplemental Indenture or the New Notes other than the Trustee’s certificate of authentication.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

JACK COOPER HOLDINGS CORP.
By:	/s/ Michael Testman
	Name: Michael Testman
	Title: Chief Financial Officer
JACK COOPER TRANSPORT COMPANY, INC.
By:	/s/ Michael Testman
	Name: Michael Testman
	Title: Chief Financial Officer
PACIFIC MOTOR TRUCKING COMPANY
By:	/s/ Michael Testman
	Name: Michael Testman
	Title: Chief Financial Officer
AUTO HANDLING CORPORATION
By:	/s/ Michael Testman
	Name: Michael Testman
	Title: Chief Financial Officer
JACK COOPER LOGISTICS, LLC
By:	/s/ Michael Testman
	Name: Michael Testman
	Title: Chief Financial Officer

[Signature Page to Second Supplemental Indenture]

JACK COOPER SPECIALIZED TRANSPORT, INC.
By:	/s/ Michael Testman
	Name: Michael Testman
	Title: Chief Financial Officer
AUTO EXPORT SHIPPING, INC.
By:	/s/ Michael Testman
	Name: Michael Testman
	Title: Chief Financial Officer
AXIS LOGISTIC SERVICES, INC.
By:	/s/ Michael Testman
	Name: Michael Testman
	Title: Chief Financial Officer
JACK COOPER RAIL AND SHUTTLE, INC.
By:	/s/ Michael Testman
	Name: Michael Testman
	Title: Chief Financial Officer
JACK COOPER CT SERVICES, INC.
By:	/s/ Michael Testman
	Name: Michael Testman
	Title: Chief Financial Officer

[Signature Page to Second Supplemental Indenture]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee and as Collateral Agent
By:	/s/ Raymond S. Haverstock
	Name: Raymond S. Haverstock
	Title: Vice President

[Signature Page to Second Supplemental Indenture]

EX-4.2.1

Exhibit 4.2.1

REGISTRATION RIGHTS AGREEMENT

by and among

Jack Cooper Holdings Corp.

and

Wells Fargo Securities, LLC
and
Barclays Capital Inc.

Dated as of June 18, 2013

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 18, 2013, by Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”), the entities named in Schedule I hereto (the “Guarantors”), and Wells Fargo Securities, LLC and Barclays Capital Inc., as the Initial Purchasers (the “Initial Purchasers”), who have agreed to purchase the Issuer’s 9.25% Senior Secured Notes due 2020 (the “Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below).  The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”

This Agreement is made pursuant to the Purchase Agreement, dated June 7, 2013 (the “Purchase Agreement”), among the Issuer, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of Transfer Restricted Securities, including the Initial Purchasers.  In order to induce the Initial Purchasers to purchase the Securities, the Issuer has agreed to provide the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers, as set forth in Section 6(m) of the Purchase Agreement.

The parties hereby agree as follows:

SECTION 1.Definitions.

As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Interest:  As defined in Section 5 hereof.

Advice:  As defined in Section 6(c) hereof.

Agreement:  As defined in the preamble hereto.

Broker-Dealer:  Any broker or dealer registered under the Exchange Act.

Business Day:  Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

Closing Date:  The date of this Agreement.

Commission:  The Securities and Exchange Commission.

Consummate:  A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum

period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuer to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Transfer Restricted Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

Exchange Act:  The Securities Exchange Act of 1934, as amended.

Exchange Date:  As defined in Section 3(a) hereof.

Exchange Offer:  The registered offer of the Exchange Securities by the Issuer under the Securities Act pursuant to a Registration Statement pursuant to which the Issuer offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement:  The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exchange Securities:  The 9.25% Senior Secured Notes due 2020, of the same series under the Indenture as the Transfer Restricted Securities, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement (including as contemplated by Section 6 hereof).

FINRA:  Financial Industry Regulatory Authority, Inc.

Guarantees:  As defined in the preamble hereto.

Guarantors:  As defined in the preamble hereto.

Holders:  As defined in Section 2(b) hereof.

Indemnified Holder:  As defined in Section 8(a) hereof.

Indenture:  The Indenture, dated as of June 18, 2013, by and among the Issuer, the Guarantors and U.S. Bank National Association, as trustee and notes collateral agent (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

Initial Placement:  The issuance and sale by the Issuer of the Securities to the Initial Purchasers pursuant to the Purchase Agreement.

Initial Purchasers:  As defined in the preamble hereto.

Initial Securities:  The Securities issued and sold by the Issuer to the Initial Purchasers pursuant to the Purchase Agreement on the Closing Date.

Issuer:  As defined in the preamble hereto.

2

Notes:  As defined in the preamble hereto.

Person:  An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus:  The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Purchase Agreement:  As defined in the preamble hereto.

Registration Actions:  As defined in Section 4(c) hereof.

Registration Default:  As defined in Section 5 hereof.

Registration Statement:  Any registration statement of the Issuer relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities:  As defined in the preamble hereto.

Securities Act:  The Securities Act of 1933, as amended.

Shelf Filing Deadline:  As defined in Section 4(a) hereof.

Shelf Registration Statement:  As defined in Section 4(a) hereof.

Suspension Period:  As defined in Section 4(c) hereof.

Transfer Restricted Securities:  The Securities; provided that the Securities shall cease to be Transfer Restricted Securities on the earliest to occur of (i) the date on which a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) the date on which such Securities cease to be outstanding or (iii) with respect to any Holder of a Transfer Restricted Security, the date immediately following the Consummation of the Exchange Offer if such Transfer Restricted Security was eligible to be exchanged in the Exchange Offer and such Holder has no other registration rights hereunder with respect thereto.

Trust Indenture Act:  The Trust Indenture Act of 1939, as amended.

Underwritten Registration or Underwritten Offering:  A registration in which securities of the Issuer are sold to an underwriter for reoffering to the public.

3

SECTION 2.Securities Subject to this Agreement.

(a)Transfer Restricted Securities.  The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b)Holders of Transfer Restricted Securities.  A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3.Registered Exchange Offer.

(a)Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Issuer shall (i) cause to be filed with the Commission after the Closing Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to be declared effective, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) use its commercially reasonable best efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions to permit Consummation of the Exchange Offer; provided, however, that neither the Issuer nor the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Issuer and each of the Guarantors shall use their commercially reasonable best efforts to Consummate the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”).  The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

(b)The Issuer and the Guarantors shall use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders; provided, further, that such period shall be extended by the number of days in any Suspension Period.  The Issuer shall cause the Exchange Offer to comply with all applicable federal and state securities laws.  No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.  The Issuer shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by the Exchange Date.

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(c)The Issuer shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuer) may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement.  Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

The Issuer and the Guarantors shall use their commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

The Issuer shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

SECTION 4.Shelf Registration.

(a)Shelf Registration.  If (i) the Issuer is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated by the Exchange Date, or (iii) prior to the Exchange Date:  (A) the Initial Purchasers request from the Issuer with respect to Transfer Restricted Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer, (B) with respect to any Holder of Transfer Restricted Securities such Holder notifies the Issuer that (i) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (ii) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (iii) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Issuer or one of its affiliates

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or (C) the Initial Purchasers notify the Issuer they will not receive Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of the Initial Purchasers’ unsold allotment, the Issuer and the Guarantors shall:

(x)cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”), on or prior to the 50th day after the date on which the Issuer receives such notice from a Holder of Transfer Restricted Securities or an Initial Purchaser (but in no event earlier than the 365th day following the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day)) (such date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y)use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable, but no later than (A) 60 days (or if such 60th day is not a Business Day the next succeeding Business Day), or (B) 50 days if the Shelf Registration Statement is not reviewed by the Commission (or if such 50th day is not a Business Day, the next succeeding Business Day), after such time such obligation to file first arises; provided that the Issuer and the Guarantors shall not be required to cause such Shelf Registration Statement to be declared effective earlier than the 365th day following the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day).

The Issuer and each of the Guarantors shall use their reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders of such Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, from the date on which the Shelf Registration Statement is declared effective by the Commission until the expiration of the one-year period referred to in Rule 144 applicable to securities held by non-affiliates under the Securities Act (or shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement.

(b)Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuer in writing, within 10 Business Days after receipt of a request therefor, such information as the Issuer may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein.  Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be disclosed in order to make the information previously furnished to the Issuer by such Holder not materially misleading.

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(c)Suspension.  Notwithstanding anything to the contrary and subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Issuer shall be entitled to suspend its obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Board of Directors of the Issuer, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Issuer shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Issuer shall give prompt notice thereof to the Holders and shall as soon as reasonably practicable proceed with all Registration Actions that were suspended pursuant to this paragraph.

The Issuer may only suspend Registration Actions pursuant to the preceding paragraph for one or more periods (each, a “Suspension Period”) not to exceed, in the aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period.  Any Suspension Period will not alter the obligations of the Issuer to pay Additional Interest under the circumstances set forth in Section 5 hereof, if applicable.  Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Issuer gives the Holders a notice that the Suspension Period has terminated and (2) the date on which the number of days during which a Suspension Period has been in effect exceeds, in the aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period.

SECTION 5.Additional Interest.

If (i) the Exchange Offer has not been Consummated on or prior to the date specified for such consummation in this Agreement, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement or (iii) any Registration Statement required by this Agreement has been declared effective but shall thereafter become unusuable (other than as a result of a Suspension Period) so that the Exchange Offer is not Consummated within the applicable time period, as applicable (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuer hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent

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90-day period (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum.  Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

Notwithstanding the foregoing, (i) the amount of Additional Interest pursuant to this Section 5 shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement.

All accrued Additional Interest shall be payable to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, as more fully set forth in the Indenture and the Securities.  All obligations of the Issuer and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

The Additional Interest set forth above shall be the exclusive remedy available to Holders with respect to the events described in the first paragraph of this Section 5 or any other failure by the Issuer or any Guarantor to fulfill their obligations under Section 3, 4 or 6 hereof.

SECTION 6.Registration Procedures.

(a)Exchange Offer Registration Statement.  In connection with the Exchange Offer, the Issuer and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof set forth in the Registration Statement, and shall comply with all of the following provisions:

(i)If in the reasonable opinion of counsel to the Issuer there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Issuer and the Guarantors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Issuer and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Issuer and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to gain a favorable decision from the Commission. Each of the Issuer and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.

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(ii)As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuer, prior to the Consummation thereof, a written representation to the Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Issuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business.  In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuer’s preparations for the Exchange Offer.  Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from the Issuer.

(b)Shelf Registration Statement.  If required pursuant to Section 4, in connection with the Shelf Registration Statement, the Issuer and each of the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof set forth in such Shelf Registration Statement, and pursuant thereto the Issuer and each of the Guarantors will as promptly as practicable prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof set forth in such Shelf Registration Statement.

(c)General Provisions.  Except as otherwise provided herein, in connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Transfer Restricted Securities by Broker-Dealers), the Issuer and each of the Guarantors shall:

(i)use its reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Issuer shall file as

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promptly as practicable an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use their best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii)prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii)in the case of a Shelf Registration Statement, advise the underwriter(s), if any, and the selling Holders as promptly as practicable and, if a Prospectus is required to be delivered by any Broker-Dealer in the case of an Exchange Offer, advise the Initial Purchasers as promptly as practicable, and, in each case, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.  If at any time the Commission shall issue any stop order suspending the effectiveness of a Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, the Issuer and each of the Guarantors shall use its best efforts to obtain the withdrawal or lifting of such order at the earliest practicable time;

(iv)in the case of a Shelf Registration Statement or if a Prospectus is required to be delivered by any Broker-Dealer in the case of an Exchange Offer, furnish without charge to the Initial Purchasers, each selling Holder named in any Registration Statement,

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and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein, and permit one legal counsel to the Initial Purchasers and such Holders and underwriter(s), if any, with an opportunity to review and comment upon any such Registration Statement or Prospectus within a reasonable period prior to their filing with the Commission and upon all amendments and supplements thereto such lesser period prior to their filing with the Commission as shall be reasonable and appropriate under the circumstances, and the Issuer shall not file any documents to which such legal counsel to the Initial Purchasers and such Holders and underwriter(s), if any, reasonably objects in writing (it being agreed that such writing may for this purpose be in electronic format).  Notwithstanding the foregoing, the Issuer shall not be required to take any actions under this Section 6(c)(iv) that are not, in the reasonable opinion of counsel for the Issuer, in compliance with applicable law or to include any disclosure which at the time would have an adverse effect on the business or operations of the Issuer and/or its subsidiaries, as determined in good faith by the Issuer;

(v)promptly prior to the filing of any document that is to be incorporated by reference into such Registration Statement or Prospectus, provide copies of such document, to the extent requested, to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the Issuer’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

(vi)in the case of a Shelf Registration Statement, or if a Prospectus is required to be delivered by any Broker-Dealer in the case of an Exchange Offer, make available at reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and one firm of legal counsel or accountant retained by the Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Issuer and each of the Guarantors reasonably requested by any such Persons and cause the Issuer’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent reasonably requested by the managing underwriter(s), if any;

(vii)in the case of a Shelf Registration Statement, if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Issuer is

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notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii)use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby or the underwriter(s), if any;

(ix)in the case of a Shelf Registration Statement, furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules (without documents incorporated by reference therein or exhibits thereto, unless requested);

(x)deliver to (A) in the case of an Exchange Offer, each Broker-Dealer who submits a written request to the Issuer and (ii) in the case of a Shelf Registration Statement, each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Issuer and each of the Guarantors hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(xi)in the case of a Shelf Registration Statement, enter into such agreements (including an underwriting agreement), and make such customary representations and warranties, and take all such other customary and appropriate actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by a majority in aggregate principal amount of Holders of Transfer Restricted Securities covered by such Shelf Registration Statement or underwriter in connection with any sale or resale pursuant to any Shelf Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, the Issuer and each of the Guarantors shall:

(A)furnish to the Initial Purchasers, each selling Holder and each underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the effectiveness of the Shelf Registration Statement:

(1)a certificate, dated the date of effectiveness of the Shelf Registration Statement signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of the Issuer and each of the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (c), (e) and (f) of Section 6 of the Purchase Agreement and such other matters as such parties may reasonably request;

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(2)an opinion of counsel for the Issuer and the Guarantors, covering substantially the subject matter of the opinion delivered pursuant to Section 6(a) of the Purchase Agreement, dated the date of effectiveness of the Shelf Registration Statement; and

(3)a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Issuer’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 6(d) of the Purchase Agreement;

(B)set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C)deliver such other documents and certificates as may be reasonably requested by such parties and as are customarily delivered in similar offerings to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuer or any of the Guarantors pursuant to this Section 6(c)(xi), if any.

If at any time the representations and warranties of the Issuer and the Guarantors contemplated by the certificate furnished pursuant to Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Issuer or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(xii)in the case of a Shelf Registration Statement, prior to any public offering of Transfer Restricted Securities, use its reasonable best efforts to cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request in writing by the time the Shelf Registration Statement is declared effective by the Commission, and use its best efforts to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Issuer nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation in any jurisdiction where it is not then so subject;

(xiii)in the case of a Shelf Registration Statement, issue, upon the request of any Holder of Transfer Restricted Securities covered by the Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities surrendered to the Issuer by such Holder in

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exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Transfer Restricted Securities held by such Holder shall be surrendered to the Issuer for cancellation;

(xiv)cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least three Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

(xv)use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;

(xvi)if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, use its best efforts to prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain at the time of such delivery any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

(xvii)provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;

(xviii)reasonably cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA;

(xix)otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Issuer’s first fiscal quarter commencing after the effective date of the Registration Statement; and

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(xx)cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Issuer of (i) the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof or (ii) the commencement a Suspension Period, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Issuer that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.  If so directed by the Issuer, each Holder will deliver to the Issuer (at the Issuer’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice.  In the event the Issuer shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) or Section 4(c), as the case may be, hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice.

SECTION 7.Registration Expenses.

(a)All expenses incident to the Issuer’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuer and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation:  (i) all registration and filing fees and expenses (including filings made by any Initial Purchasers or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuer and the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees, if any, in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

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The Issuer and each of the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuer or the Guarantors.

(b)In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuer and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements of not more than one counsel, who shall be Cahill Gordon & Reindel LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to a Shelf Registration Statement.

SECTION 8.Indemnification.

(a)The Issuer and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”) from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the indemnification provided for in this Section 8 does not apply to any loss, claim, damage, liability or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information furnished in writing to the Issuer or the Guarantors by any Holder or any underwriter, expressly for use therein.  This indemnity agreement shall be in addition to any liability which the Issuer or any of the Guarantors may otherwise have.

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect

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to which indemnity may be sought against the Issuer or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Issuer and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve the Issuer or any of the Guarantors of its obligations pursuant to this Agreement to the extent it is not materially prejudiced as a result of such failure.  If such Indemnified Holder is entitled to indemnification under this Section 8 with respect to any action or proceeding brought by a third party, the Issuer and the Guarantors shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to such Indemnified Holder.  Upon assumption by the Issuer and the Guarantors of the defense of any such action or proceeding, such Indemnified Holder shall have the right to participate in such action or proceeding and to retain its own counsel but the Issuer and the Guarantors shall not be liable for any legal fees and expenses of other counsel subsequently incurred by the Indemnified Holder in connection with the defense thereof unless (i) the Issuer and the Guarantors have agreed to pay such fees and expenses, (ii) the Issuer and the Guarantors shall have failed to employ counsel satisfactory to such Indemnified Holder in a timely manner or (iii) such Indemnified Holder shall have been advised by counsel that there are actual or potential conflicting interests between the Issuer, the Guarantors and the Indemnified Holder, including situations in which there are one or more legal defenses available to the Indemnified Holder that are inconsistent with or additional to those available to the Issuer and the Guarantors; provided, however, that the Issuer and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders.  The Issuer and the Guarantors shall not consent to the terms of any compromise or settlement of any action defended by the Issuer and the Guarantors in accordance with the foregoing without the prior written consent of the Indemnified Holder unless such compromise or settlement (i) includes an unconditional release of the Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Holder.

(b)Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Guarantors and their respective directors, officers of the Issuer and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Issuer or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Issuer and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information furnished in writing by such Holder expressly for use in any Registration Statement.  In case any action or proceeding shall be brought against the Issuer, the Guarantors or their respective directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Issuer and the Guarantors, and the Issuer, the Guarantors, their respective directors and officers and any such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.

(c)If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those

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Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Issuer and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Issuer and the Guarantors shall be deemed to be equal to the total gross proceeds to the Issuer and the Guarantors from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Issuer and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative fault of the Issuer, on the one hand, and of the Indemnified Holder, on the other hand, shall 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 the Issuer or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Issuer, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 8, none of the Holders (and the related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.

SECTION 9.Rule 144A.

The Issuer and each of the Guarantors hereby agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial

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owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

SECTION 10.Participation in Underwritten Registrations.

No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 11.Selection of Underwriters.

The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering.  In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Issuer.

SECTION 12.Miscellaneous.

(a)Remedies.  Except with respect to those provisions for which Additional Interest is expressly provided as the sole remedy, the Issuer, each of the Guarantors and the Initial Purchasers hereby agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)No Inconsistent Agreements.  The Issuer and each of the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.  Neither the Issuer nor any of the Guarantors have previously entered into any agreement granting any registration rights with respect to its securities to any Person that will remain in effect after the date hereof, other than certain registration rights provided to holders of warrants to purchase Class B Common Stock of the Issuer.  The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of an Issuer’s or any of the Guarantors’ securities under any agreement in effect on the date hereof.

(c)Adjustments Affecting the Securities.  The Issuer will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

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(d)Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Issuer has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Issuer or its respective Affiliates).  Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer; provided, however, that, with respect to any matter that directly or indirectly affects the rights of the Initial Purchasers hereunder, the Issuer shall obtain the written consent of the Initial Purchasers with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e)Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telecopier, or air courier guaranteeing overnight delivery:

(i)if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii)if to the Issuer or the Guarantors:

Jack Cooper Holdings Corp.
1100 Walnut Street, Suite 2400
Kansas City, MO
Attention:  General Counsel
Phone: (404) 350-7934
E-mail:  tciupitu@jackcooper.com

(iii)with a copy to (which shall not constitute notice or service of process pursuant to this Agreement):

Paul Hastings LLP
1170 Peachtree Street, NE Suite 100
 Atlanta, GA 30309
Attention:  Elizabeth H. Noe, Esq.
Telecopy:  (404) 685-5287
E-mail:  elizabethnoe@paulhastings.com

All such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

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Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f)Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.  Nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms of the Purchase Agreement or the Indenture.

(g)Counterparts.  This Agreement may be executed in any number of counterparts and by the 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.

(h)Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

(j)Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuer with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[The remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

JACK COOPER HOLDINGS CORP.
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman, President and Treasurer
JACK COOPER TRANSPORT COMPANY, INC.
By:	/s/ T. Michael Riggs
	Name:	T. Michael Riggs
	Title:	Chairman, Treasurer and Assistant Secretary
PACIFIC MOTOR TRUCKING COMPANY
By:	/s/ T. Michael Riggs
	Name:	T. Michael Riggs
	Title:	Chairman, Treasurer and Assistant Secretary
AUTO HANDLING CORPORATION
By:	/s/ T. Michael Riggs
	Name:	T. Michael Riggs
	Title:	Chairman, Treasurer and Assistant Secretary
JACK COOPER LOGISTICS, LLC
By:	/s/ T. Michael Riggs
	Name:	T. Michael Riggs
	Title:	Chairman, Treasurer and Assistant Secretary

[Signature page to Jack Cooper Holdings Corp. Registration Rights Agreement]

JACK COOPER SPECIALIZED TRANSPORT, INC.
By:	/s/ T. Michael Riggs
	Name:	T. Michael Riggs
	Title:	Chairman, Treasurer and Assistant Secretary
AUTO EXPORT SHIPPING, INC.
By:	/s/ T. Michael Riggs
	Name:	T. Michael Riggs
	Title:	Chairman, Treasurer and Assistant Secretary

[Signature page to Jack Cooper Holdings Corp. Registration Rights Agreement]

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

WELLS FARGO SECURITIES, LLC,
By:	/s/ Peter Daniel
Name:		Peter Daniel
Title:		Director
BARCLAYS CAPITAL INC.,
By:	/s/ Mark C. Liggitt
Name:		Mark C. Liggitt
Title:		Managing Director

[Signature page to Jack Cooper Holdings Corp. Registration Rights Agreement]

SCHEDULE I

GUARANTORS

Name	Jurisdiction of Incorporation / Organization	Chief Executive Office Location
Jack Cooper Transport Company, Inc.	Delaware	1100 Walnut Street, Suite 2400 Kansas City, MO 64106
Pacific Motor Trucking Company	Missouri	1100 Walnut Street, Suite 2400 Kansas City, MO 64106
Auto Handling Corporation	Delaware	1100 Walnut Street, Suite 2400 Kansas City, MO 64106
Jack Cooper Logistics, LLC	Delaware	630 Kennesaw Due West Road Kennesaw, Georgia 30152
Jack Cooper Specialized Transport, Inc.	Delaware	2640 E. 32nd Street Suite 220 Joplin, MO 64804
Auto Export Shipping, Inc.	New Jersey	1 Slater Drive Elizabeth, NJ 07206

S-I-1

EX-4.2.2

Exhibit 4.2.2

JOINDER NO. 1 TO

REGISTRATION RIGHTS AGREEMENT

December 13, 2013

Wells Fargo Securities, LLC

Barclays Capital Inc.

c/o Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, NC 28202

U.S. Bank National Association

as collateral agent and trustee for the Holders

of the Notes pursuant to the Indenture

Re:Jack Cooper Holdings Corp. offering of 9.25% Senior Secured Notes due 2020

Ladies and Gentlemen:

This Joinder Agreement is made as of the date first written above (the “Joinder Agreement”) in accordance with the provisions of that certain Registration Rights Agreement (the “Registration Rights Agreement”) dated June 18, 2013, by and among JACK COOPER HOLDINGS CORP., a Delaware corporation, WELLS FARGO SECURITIES, LLC and BARCLAYS CAPITAL INC. and the subsidiary guarantors thereto.  Capitalized terms that are used herein without definition herein shall have the respective meanings ascribed to them in the Registration Rights Agreement.

The parties signatory hereto acknowledge, agree and confirm to the addressees hereof that, by execution of this Joinder Agreement, Axis Logistic Services, Inc., a Delaware corporation (“Axis”), Jack Cooper Rail and Shuttle, Inc. (“Rail”), Jack Cooper CT Services, Inc. (“CT” and collectively along with Axis and Rail, the “New Guarantors”), shall be deemed to be a party to the Registration Rights Agreement as of the date hereof as a “Guarantor” and shall have all of the rights and obligations of a “Guarantor” or a “Subsidiary Guarantor” thereunder as if it had executed the Registration Rights Agreement.  The New Guarantors hereby ratify, as of the date hereof, and agree to be bound by, all of the terms, provisions and conditions contained in the Registration Rights Agreement.

IN WITNESS WHEREOF, the parties have executed this Joinder Agreement as of the date first written above.

AXIS LOGISTIC SERVICES, INC., as Guarantor
	By:	/s/ Michael Scott Testman
		Name: Michael Scott Testman
		Title: Chief Financial Officer
JACK COOPER RAIL AND SHUTTLE, INC., as Guarantor
	By:	/s/ Michael Scott Testman
		Name: Michael Scott Testman
		Title: Chief Financial Officer
JACK COOPER CT SERVICES, INC., as Guarantor
	By:	/s/ Michael Scott Testman
		Name: Michael Scott Testman
		Title: Chief Financial Officer
JACK COOPER HOLDINGS CORP.
	By:	/s/ Michael Scott Testman
		Name: Michael Scott Testman
		Title: Chief Financial Officer

[Signature Page to Joinder No. 1 to June 18 Registration Rights Agreement]

EX-4.3

Exhibit 4.3

First Supplemental Indenture

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 27, 2013, by and among Jack Cooper Holdings Corp., a Delaware corporation (“JCHC” or the “Stage I Issuer”), the Guarantors listed on the signature pages hereto, and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Stage I Trustee”) and as collateral agent (the “Stage I Collateral Agent”).

W I T N E S S E T H :

WHEREAS, Jack Cooper Finance Co., a Delaware corporation (the “Initial Stage I Issuer”), the Stage I Trustee and the Stage I Collateral Agent are parties to that certain Indenture dated as of November 7, 2013 (the “Indenture”), that governs the Initial Stage I Issuer’s outstanding $150,000,000 aggregate principal amount of 9.25% Senior Secured Notes due 2020 (the “Stage I Notes”);

WHEREAS, effective as of 11:59 pm on the date hereof, the Initial Stage I Issuer is merging with and into JCHC (the “Merger”), with JCHC as the surviving entity in the Merger, which Merger is being effected in accordance with Section 4.16 of the Indenture;

WHEREAS, as a result of and effective upon the Merger, JCHC is assuming, by and under this Supplemental Indenture, the obligations of the Initial Stage I Issuer for the due and punctual payment of the principal of, premium, if any, and interest on all the Stage I Notes and the Indenture shall be amended in its entirety and the then existing provisions thereof shall be of no further force or effect and shall be replaced by the provisions of this Supplemental Indenture effective immediately upon the Merger;

WHEREAS, the “Stage I Issuer” shall mean (x) prior to the Merger, the Initial Stage I Issuer and (y) thereafter, JCHC;

WHEREAS, pursuant to clause (1), (2), (3), (7) and (10) of Section 9.1 of the Indenture, the Stage I Issuer, the Stage I Trustee and the Stage I Collateral Agent are authorized to execute and deliver this Supplemental Indenture without the consent of any holders of the Stage I Notes; and

WHEREAS, the Stage I Issuer has heretofore delivered, or is delivering contemporaneously herewith to the Stage I Trustee, the Officers’ Certificate and Opinion of Counsel referred to in Section 12.3 of the Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Stage I Issuer, the Guarantors and the Stage I Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Stage I Notes, that, solely for purposes of this Supplemental Indenture and the Stage I Notes, the parties hereto intend to be legally bound hereby, agree as follows:

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1.Supplement.  The Indenture is, effective as of 11:59 p.m. on the date hereof, hereby supplemented and amended and restated as set forth in the pages of the Indenture attached as Annex A hereto, which reflects the amendments made pursuant to this Supplemental Indenture.

2.Agreement to Assume Obligations. The JCHC hereby agrees, effective as of 11:59 p.m. on the date hereof, to unconditionally assume the Initial Stage I Issuer’s Obligations under the Stage I Notes and the Indenture on the terms and subject to the conditions set forth in Article 13 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Stage I Notes and to perform all of the obligations and agreements of the Stage I Issuer under the Indenture. Any and all references to the Initial Stage I Issuer shall hereinafter refer to JCHC.

3.Agreement to Guarantee.  Each Guarantor, by its execution of this Supplemental Indenture, agrees, jointly and severally, to unconditionally guarantee the Stage I Issuer’s Obligations under the Stage I Notes and the Indenture on the terms and subject to the conditions set forth in Article XI of the Indenture and to be bound by all other applicable provisions of the Indenture and the Stage I Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

4.Supplemental Indenture Part of Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes and thereby, and every Holder of Stage I Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5.Severability. In case any provision in this Supplemental Indenture, the Indenture or in the Stage I Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

6.Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Supplemental Indenture.

7.Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

9.The Stage I Trustee. The Stage I Trustee makes no representation as to the validity or adequacy of this Supplemental Indenture, and it shall not be accountable for the Stage I Issuer’s use of the proceeds from the Stage I Notes, and it shall not be responsible for any statement of the Stage I Issuer in this Supplemental Indenture or the Stage I Notes other than the Stage I Trustee’s certificate of authentication.

ii

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

JACK COOPER HOLDINGS CORP.
By:	/s/ Michael Testman
	Name:	Michael Testman
	Title:	Chief Financial Officer
JACK COOPER TRANSPORT COMPANY, INC.
By:	/s/ Michael Testman
	Name:	Michael Testman
	Title:	Chief Financial Officer
PACIFIC MOTOR TRUCKING COMPANY
By:	/s/ Michael Testman
	Name:	Michael Testman
	Title:	Chief Financial Officer
AUTO HANDLING CORPORATION
By:	/s/ Michael Testman
	Name:	Michael Testman
	Title:	Chief Financial Officer
JACK COOPER LOGISTICS, LLC
By:	/s/ Michael Testman
	Name:	Michael Testman
	Title:	Chief Financial Officer
JACK COOPER SPECIALIZED TRANSPORT, INC.
By:	/s/ Michael Testman
	Name:	Michael Testman
	Title:	Chief Financial Officer

[Signature Page to First Supplemental Indenture]

AUTO EXPORT SHIPPING, INC.
By:	/s/ Michael Testman
	Name:	Michael Testman
	Title:	Chief Financial Officer
AXIS LOGISTIC SERVICES, INC.
By:	/s/ Michael Testman
	Name:	Michael Testman
	Title:	Chief Financial Officer
JACK COOPER RAIL AND SHUTTLE, INC.
By:	/s/ Michael Testman
	Name:	Michael Testman
	Title:	Chief Financial Officer
JACK COOPER CT SERVICES, INC.
By:	/s/ Michael Testman
	Name:	Michael Testman
	Title:	Chief Financial Officer

[Signature Page to First Supplemental Indenture]

U.S. BANK NATIONAL ASSOCIATION,
as Stage I Trustee
By:	/s/ Raymond S. Haverstock
	Name:	Raymond S. Haverstock
	Title:	Vice President

[Signature Page to First Supplemental Indenture]

U.S. BANK NATIONAL ASSOCIATION,
as Stage I Collateral Agent
By:	/s/ Raymond S. Haverstock
	Name:	Raymond S. Haverstock
	Title:	Vice President

[Signature Page to First Supplemental Indenture]

Annex A

JACK COOPER HOLDINGS CORP.,

as Stage I Issuer

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

As Guarantors

9.25% SENIOR SECURED NOTES DUE 2020

AMENDED AND RESTATED INDENTURE

DATED AS OF NOVEMBER 7, 2013,
AS SUPPLEMENTED BY

THE FIRST SUPPLEMENTAL INDENTURE

DATED AS OF DECEMBER 27, 2013

U.S. BANK NATIONAL ASSOCIATION,
as Stage I Trustee and as Stage I Collateral Agent

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1	Definitions	1
SECTION 1.2	Other Definitions	27
SECTION 1.3	Rules of Construction	28
ARTICLE II
THE STAGE I NOTES
SECTION 2.1	Form and Dating	29
SECTION 2.2	Execution and Authentication	30
SECTION 2.3	Registrar; Paying Agent	31
SECTION 2.4	Paying Agent to Hold Money in Trust	31
SECTION 2.5	Holder Lists	31
SECTION 2.6	Book-Entry Provisions for Global Securities	32
SECTION 2.7	Replacement Notes	35
SECTION 2.8	Outstanding Notes	35
SECTION 2.9	Treasury Notes	35
SECTION 2.10	Temporary Notes	36
SECTION 2.11	Cancellation	36
SECTION 2.12	Defaulted Interest	36
SECTION 2.13	Record Date	36
SECTION 2.14	Computation of Interest	36
SECTION 2.15	CUSIP Number	36
SECTION 2.16	Special Transfer Provisions	37
ARTICLE III
REDEMPTION AND PREPAYMENT
SECTION 3.1	Notices to Stage I Trustee	38
SECTION 3.2	Selection of Stage I Notes to Be Redeemed	38
SECTION 3.3	Notice of Redemption	38
SECTION 3.4	Effect of Notice of Redemption	39
SECTION 3.5	Deposit of Redemption of Purchase Price	39
SECTION 3.6	Notes Redeemed in Part	40
SECTION 3.7	Optional Redemption	40
SECTION 3.8	Mandatory Redemption	40
SECTION 3.9	Offer to Purchase	40
SECTION 3.10	[reserved]	41
SECTION 3.11	Stage II Notes Exchange Redemption	41
ARTICLE IV
COVENANTS
SECTION 4.1	Payment of Stage I Notes	42
SECTION 4.2	Maintenance of Office or Agency	42

SECTION 4.3	Provision of Financial Information	42
SECTION 4.4	Compliance Certificate	44
SECTION 4.5	Taxes	44
SECTION 4.6	Stay, and Usury Laws	44
SECTION 4.7	Limitation on Restricted Payments	44
SECTION 4.8	Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries	47
SECTION 4.9	Limitation on Incurrence of Debt	49
SECTION 4.10	Limitation on Asset Sales	52
SECTION 4.11	Limitation on Transactions with Affiliates	55
SECTION 4.12	Limitation on Liens	57
SECTION 4.13	Maintenance of Property and Insurance	57
SECTION 4.14	Offer to Purchase upon Change of Control	58
SECTION 4.15	Corporate Existence	59
SECTION 4.16	Limitation on Business Activities	59
SECTION 4.17	Additional Note Guarantees	59
SECTION 4.18	Limitation on Creation of Unrestricted Subsidiaries	59
SECTION 4.19	Further Assurances	60
SECTION 4.20	Stage I Additional Interest; Stage I Additional Interest Notice	60
ARTICLE V
SUCCESSORS
SECTION 5.1	Consolidation, Merger, Conveyance, Transfer or Lease	60
SECTION 5.2	Successor Person Substituted	62
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.1	Events of Default	62
SECTION 6.2	Acceleration	64
SECTION 6.3	Other Remedies	64
SECTION 6.4	Waiver of Past Defaults	65
SECTION 6.5	Control by Majority	65
SECTION 6.6	Limitation on Suits	65
SECTION 6.7	Rights of Holders of Notes to Receive Payment	66
SECTION 6.8	Collection Suit by Stage I Trustee	66
SECTION 6.9	Stage I Trustee May File Proofs of Claim	66
SECTION 6.10	Priorities	66
SECTION 6.11	Undertaking for Costs	67
ARTICLE VII
STAGE I TRUSTEE
SECTION 7.1	Duties of Stage I Trustee	67
SECTION 7.2	Rights of Stage I Trustee	68
SECTION 7.3	Individual Rights of Stage I Trustee	69
SECTION 7.4	Stage I Trustee’s Disclaimer	69
SECTION 7.5	Notice of Defaults	69
SECTION 7.6	Reports by Stage I Trustee to Holders of the Stage I Notes	70
SECTION 7.7	Compensation and Indemnity	70
SECTION 7.8	Replacement of Stage I Trustee	71
SECTION 7.9	Successor Stage I Trustee by Merger, Etc.	71
SECTION 7.10	Eligibility; Disqualification	71

SECTION 7.11	Preferential Collection of Claims Against the Stage I Issuer	72
SECTION 7.12	Stage I Trustee’s Application for Instructions from the Stage I Issuer	72
SECTION 7.13	Limitation of Liability	72
SECTION 7.14	Stage I Collateral Agent	72
SECTION 7.15	Co-Trustees; Separate Stage I Trustee; Stage I Collateral Agent	72
SECTION 7.16	Limitation on Duty of Stage I Trustee and Stage I Collateral Agent in Respect of Stage I Collateral; Indemnification	74
ARTICLE VIII
[RESERVED]
ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 9.1	Without Consent of Holders of the Stage I Notes	74
SECTION 9.2	With Consent of Holders of Stage I Notes	76
SECTION 9.3	Revocation and Effect of Consents	77
SECTION 9.4	Notation on or Exchange of Stage I Notes	77
SECTION 9.5	Stage I Trustee to Sign Amendments, Etc.	78
ARTICLE X
SECURITY
SECTION 10.1	Security Documents; Additional Collateral	78
SECTION 10.2	Recording, Registration and Opinions	79
SECTION 10.3	Releases of Collateral	79
SECTION 10.4	Form and Sufficiency of Release	80
SECTION 10.5	Possession and Use of Collateral	80
SECTION 10.6	Purchaser Protected	80
SECTION 10.7	Authorization of Actions to Be Taken by the Stage I Collateral Agent Under the Security Documents	81
SECTION 10.8	Authorization of Receipt of Funds by the Stage I Trustee Under the Existing Security Agreement	81
SECTION 10.9	Powers Exercisable by Receiver or Stage I Collateral Agent	81
SECTION 10.10	Appointment and Authorization of U.S. Bank National Association as Stage I Collateral Agent	81
ARTICLE XI
NOTE GUARANTEES
SECTION 11.1	Note Guarantee	82
SECTION 11.2	Execution and Delivery of Note Guarantees	83
SECTION 11.3	Severability	83
SECTION 11.4	Limitation of Guarantors’ Liability	83
SECTION 11.5	Guarantors May Consolidate, Etc., on Certain Terms	83
SECTION 11.6	Release of a Guarantor	84
SECTION 11.7	Benefits Acknowledged	85
SECTION 11.8	Future Guarantors	85
ARTICLE XII
MISCELLANEOUS

SECTION 12.1	Notices	85
SECTION 12.2	Communication by Holders of Notes with Other Holders of Stage I Notes	87
SECTION 12.3	Certificate and Opinion as to Conditions Precedent	87
SECTION 12.4	Statements Required in Certificate or Opinion	87
SECTION 12.5	Rules by Stage I Trustee and Agents	87
SECTION 12.6	No Personal Liability of Directors, Officers, Employees and Stockholders	87
SECTION 12.7	Governing Law	88
SECTION 12.8	No Adverse Interpretation of Other Agreements	88
SECTION 12.9	Successors	88
SECTION 12.10	Severability	88
SECTION 12.11	Counterpart Originals	88
SECTION 12.12	Table of Contents, Headings, Etc.	88
SECTION 12.13	Acts of Holders	88
SECTION 12.14	Existing Intercreditor Agreement	89
SECTION 12.15	Patriot Act	89
SECTION 12.16	Trust Indenture Act Controls	89

EXHIBITS

Exhibit A	FORM OF 9.25% SENIOR SECURED NOTE
Exhibit B	FORM OF NOTATIONAL GUARANTEE
Exhibit C	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A
Exhibit D	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S
Exhibit E	FORM OF SUPPLEMENTAL INDENTURE IN RESPECT OF GUARANTEE
Exhibit F	FORM OF PERMITTED ADDITIONAL PARI PASSU SECURED PARTY JOINDER

v

This Indenture, dated as of November 7, 2013 (as supplemented by the First Supplemental Indenture effective as of 11:59pm on December 27, 2013), is by and among Jack Cooper Holdings Corp., a Delaware corporation (the “Stage I Issuer”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (in such capacity and not in its individual capacity, the “Stage I Trustee”) and as Stage I Collateral Agent (as defined herein).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Stage I Issuer’s 9.25% Senior Secured Notes due 2020 issued on the date hereof that contain the restrictive legend in Exhibit A (the “Stage I Notes”).

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1Definitions.

“2015 Notes” means the Stage I Issuer’s $157,500,000 in aggregate principal amount of 12.75% Senior Secured Notes due 2015 redeemed in July 2013.

“ABL Collateral” shall have the meaning given to the term “ABL Priority Collateral” in the Existing Intercreditor Agreement.

“ABL Credit Agreement” means that certain Credit Agreement, dated November 29, 2010, and as amended and restated by that certain Amended and Restated Credit Agreement dated June 18, 2013, by and among the Stage I Issuer and certain of its Subsidiaries, as Borrowers, Wells Fargo Capital Finance, LLC, as the Agent, and the lenders signatory thereto, together with all related notes, letters of credit, collateral documents, guarantees, and any other related agreements and instruments executed and delivered in connection therewith, in each case as amended, modified, supplemented, restated, refinanced, refunded or replaced in whole or in part from time to time including by or pursuant to any agreement or instrument that extends the maturity of any Debt thereunder, or increases the amount of available borrowings thereunder (provided that such increase in borrowings is permitted under the definition of the term “Permitted Debt”), or adds Subsidiaries of the Stage I Issuer as additional borrowers or guarantors thereunder, in each case with respect to such agreement or any successor or replacement agreement and whether by the same or any other agent, lender, group of lenders, purchasers or debt holders.

“ABL Credit Agreement Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of the Stage I Issuer and its Restricted Subsidiaries parties thereto, arising under the ABL Credit Agreement or otherwise with respect to any loan or letter of credit thereunder or any related Hedging Obligation, Bank Product obligation or cash management obligation that is secured thereby, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Stage I Issuer or any Restricted Subsidiary of any proceeding under applicable bankruptcy, insolvency, conservatorship, assignment for the benefit of creditors, moratorium, receivership, reorganization or similar debtor relief laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ABL Priority Leverage Ratio” means, as of any date of determination (the “Determination Date”), the ratio of (a) the aggregate amount of all Debt secured by first priority Liens on the ABL Collateral of the Stage I Issuer and the Restricted Subsidiaries on the Determination Date to (b) the aggregate amount of Consolidated EBITDA for the Four-Quarter Period.  For purposes of this definition, Debt and Consolidated EBITDA shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(a)the Incurrence of any Debt of the Stage I Issuer or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Debt occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination Date, as if such Incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and

(b)any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Stage I Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Debt and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis in accordance with Regulation S-X under the Exchange Act associated with any such Asset Acquisition or Asset Sale)) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Debt or Acquired Debt) occurred on the first day of the Four-Quarter Period;

provided that no pro forma effect shall be given to the incurrence of any Permitted Debt Incurred on such date of determination or the discharge on such date of determination of any Debt from the proceeds of any such Permitted Debt; provided, further, that for purposes of calculating Debt for the ABL Priority Leverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period.

“Acquired Debt” means Debt of a Person (including an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person.

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person.  For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings that correspond to the foregoing.

“After-Acquired Real Property” means future owned real properties owned by any Stage I Issuer or any Guarantor with a fair market value in excess of $3,000,000.

“Agent” means any Registrar, Paying Agent (so long as Stage I Trustee serves in such capacity) or co-registrar.

“Allied” means Allied Systems Holdings, Inc., a Delaware corporation.

“Applicable Premium” means, as calculated by the Stage I Issuer, with respect to any Stage I Note on any applicable redemption date, the greater of:

(1)1.00% of the then outstanding principal amount of the Stage I Note; and

(2)the excess of:

(a)the present value at such redemption date of (i) 106.938% of the principal amount to be redeemed plus (ii) all required interest payments due on the Stage I Note as if such Stage I Notes were outstanding through and including June 1, 2016 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)the then outstanding principal amount of the Stage I Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such transfer or exchange.

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“Asset Acquisition” means:

(i)an Investment by the Stage I Issuer or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into the Stage I Issuer or any Restricted Subsidiary; or

(ii)the acquisition by the Stage I Issuer or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business and consistent with past practices.

“Asset Sale” means (x) any transfer, conveyance, sale, lease or other disposition (including, without limitation, dispositions pursuant to any consolidation or merger) by the Stage I Issuer or any Restricted Subsidiary to any Person (other than to the Stage I Issuer or one or more Restricted Subsidiaries) in any single transaction or series of transactions of:

(i)Capital Interests in another Person (other than Capital Interests in the Stage I Issuer or directors’ qualifying shares or shares or interests required to be held by foreign nationals pursuant to local law); or

(ii)any other property or assets (other than in the normal course of business, including any sale or other disposition of obsolete or permanently retired equipment and any sale of inventory in the ordinary course of business); or

(y)an Event of Loss; provided, however, that the term “Asset Sale” shall exclude:

(a)any asset disposition permitted by Section 5.1 that constitutes a disposition of all or substantially all of the assets of the Stage I Issuer and the Restricted Subsidiaries taken as a whole;

(b)any single transaction or series of related transactions that involve the sale of assets or sale of Capital Interests of a Restricted Subsidiary having a Fair Market Value of less than $2,500,000;

(c)sales or other dispositions of cash or Eligible Cash Equivalents;

(d)sales of interests in Unrestricted Subsidiaries;

(e)the sale and leaseback of any assets  within 180 days of the acquisition thereof;

(f)the disposition of assets that, in the good faith judgment of the Board of Directors or management of the Stage I Issuer, are no longer used or useful in the business of such entity;

(g)a Restricted Payment or Permitted Investment that is otherwise permitted by this Indenture;

(h)the sale or lease of equipment or inventory in the ordinary course of business;

(i)the creation of a Lien (but not the sale or other disposition of the property subject to such Lien);

(j)leases or subleases in the ordinary course of business to third persons not interfering in any material respect with the business of the Stage I Issuer or any of the Restricted Subsidiaries and otherwise in accordance with the provisions of this Indenture;

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(k)dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business;

(l)licensing of intellectual property in accordance with industry practice in the ordinary course of business;

(m)an issuance of Capital Interests by a Restricted Subsidiary to the Stage I Issuer or to another Restricted Subsidiary;

(n)any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind in the ordinary course of business;

(o)the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(p)the grant in the ordinary course of business of any license of patents, trademarks, know-how and any other intellectual property; or

(q)sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements or similar binding arrangements.

For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.

“Asset Sale Offer” means an Offer to Purchase required to be made by the Stage I Issuer to all Holders pursuant to Section 4.10.

“Average Life” means, as of any date of determination, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment (including any sinking fund or mandatory redemption payment requirements) of such Debt multiplied by (y) the amount of such principal payment by (ii) the sum of all such principal payments.

“Bank Collateral Agent” means Wells Fargo Capital Finance, LLC and any successor under the ABL Credit Agreement, or if there is no ABL Credit Agreement, the “Bank Collateral Agent” designated pursuant to the terms of the Credit Facility Obligations.

“Bank Lender” means any lender or holder of Debt under the ABL Credit Agreement.

“Bank Product” means any services or facilities provided to the Stage I Issuer or any Guarantor by the Bank Collateral Agent, any Bank Lender, or any of their respective Affiliates, including, without limitation, Hedging Obligations.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.

“Board of Directors” means (i) with respect to the Stage I Issuer or any Restricted Subsidiary, its board of directors or, other than for purposes of the definition of “Change of Control,” any duly authorized committee thereof; (ii) with respect to any other corporation, the board of directors of such corporation or any duly authorized

4

committee thereof; and (iii) with respect to any other entity, the board of directors or similar body of the general partner or managers of such entity or any duly authorized committee thereof.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Stage I Issuer or any Restricted Subsidiary to have been duly adopted by its Board of Directors and to be in full force and effect on the date of such certification and delivered to the Stage I Trustee.

“Borrowing Base” means, as of any date of determination, the result of (a) 85% of the face amount of all accounts receivable owned by the Stage I Issuer and its Restricted Subsidiaries based on the most recently prepared consolidated balance sheet of the Stage I Issuer and its Restricted Subsidiaries preceding such date that were not more than 60 days past due; plus (b) 85% of the appraised net orderly liquidation value of Vehicles owned by the Stage I Issuer and its Restricted Subsidiaries; plus (c) 85% of the hard costs of new Vehicles, in the case of clauses (b) and (c), as of the end of the most recent fiscal quarter preceding such date.

“Business Day” means any day other than a Legal Holiday.

“Capital Interests” in any Person means any and all shares, interests (including preferred interests, restricted stock interests and stock options, warrants and other convertible instruments), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person.

“Capital Lease Obligations” means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.12, a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.

“Capital Stock” means:

(1)in the case of a corporation, corporate stock or shares;

(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Certificated Notes” means Stage I Notes that are in the form of Exhibit A attached hereto.

“Change of Control” means the occurrence of any of the following events:

(i)the acquisition by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, that is or becomes the “beneficial owner” (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (i) such Person or group or Permitted Holder shall be deemed to have “beneficial ownership” of all shares that any such Person or group has the right to acquire by conversion or exercise of other securities, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the Voting Interests in the Stage I Issuer;

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(ii)following the Stage I Issue Date, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Stage I Issuer (together with any new directors whose nomination for election or election by the Board of Directors or whose nomination for election or election by the equity holders of the Stage I Issuer was approved either (x) by a vote of a majority of the directors of the Stage I Issuer then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved or (y) by the Permitted Holders) cease for any reason to constitute a majority of the Stage I Issuer’s Board of Directors then in office; or

(iii)the Stage I Issuer sells, conveys, transfers or leases (either in one transaction or a series of related transactions) all or substantially all of the Stage I Issuer’s assets (determined on a consolidated basis) to any Person (other than a Person that is controlled by any of the Permitted Holders), or the Stage I Issuer consolidates with or merges into another Person or any Person consolidates with or merges into the Stage I Issuer other than pursuant to a transaction in which the holders of the Voting Interests in the Stage I Issuer immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Interests of the surviving corporation immediately after such transaction in substantially the same proportion as before the transaction.

“Change of Control Payment” has the meaning set forth in Section 4.14.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

“Collateral” means all of the assets of the Stage I Issuer and the Guarantors, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any Obligations under to the Stage I Notes hereunder and the Note Guarantees and any Permitted Additional Pari Passu Obligations (including proceeds and products thereof).

“Commission” means the Securities and Exchange Commission.

“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, the following, other than with respect to clause (ix), to the extent deducted in computing such Consolidated Net Income:

(i)Consolidated Income Tax Expense (other than income tax expense (either positive or negative) attributable to extraordinary gains or losses); plus

(ii)the Consolidated Interest Expense of such Person and the Restricted Subsidiaries for such period; plus

(iii)the aggregate depreciation, amortization (including amortization of goodwill and other intangibles) and other Consolidated Non-cash Charges, including straight line rent expense and pension expense, to the extent non-cash; plus

(iv)an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, disposition of any securities by such Person or any of its Restricted Subsidiaries or extinguishment of any Debt of such Person or any of its Restricted Subsidiaries; plus

(v)the Consolidated Fixed Charges of such Person and its Restricted Subsidiaries for such period; plus

(vi)claims costs, claims management expenses and adjustments to reserves under workers’ compensation, trucker’s liabilities and general liability insurance for claims related to events occurring on or prior to July 27, 2009; plus

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(vii)pension partial or full withdrawal expense in connection with the Western Conference of Teamsters Pension Trust for such period, to the extent that such expenses were deducted in computing such Consolidated Net Income; plus

(viii)severance and like expenses accrued under any employment or consulting agreement in effect on June 18, 2013 to the extent expensed, determined on a consolidated basis with GAAP; plus

(ix)the amount of cost savings, operational improvements and other synergies projected by the Stage I Issuer in good faith to be realized as a result of actions taken or expected to be taken (including, without limitation, actions taken or expected to be taken in connection with Asset Sales, Asset Acquisitions, investments and discontinued operations for which pro forma adjustments are required in connection with the calculation of any ratio contained herein) during such period (calculated on a pro forma basis as though such cost savings, operational improvements and other synergies had been realized on the first day of such period), but not including the amount of actual benefits realized during such period from such actions; provided that (w) such cost savings, operational improvements and other synergies are reasonably identifiable and factually supportable, (x) such cost savings, operational improvements and other synergies are expected to be realized within 12 months of the date thereof in connection with such actions, (y) the aggregate amount of cost savings, operational improvements and other synergies added pursuant to this clause (ix) shall not exceed 10.0% of Consolidated EBITDA on a consolidated basis for the Stage I Issuer’s and its Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of determination (calculated excluding such cost savings, operational improvements and other synergies), for any four consecutive quarter period (provided that this subclause (y) shall not apply to the acquisition of any business out of bankruptcy) and (z) such cost savings, operational improvements and other synergies are set forth in an Officers’ Certificate certifying that such cost savings, operational improvements and other synergies comply with the requirements of this clause (ix); plus

(x)fees and costs (including transaction fees, attorneys’ fees and other professional costs) incurred in connection with the Transactions.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of the aggregate amount of Consolidated EBITDA of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the date of the transactions (the “Transaction Date”) giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period being referred to herein as the “Four-Quarter Period”) to the aggregate amount of Consolidated Fixed Charges of such Person for the Four-Quarter Period.  In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect, on a pro forma basis for the period of such calculation, to any Asset Sales or Asset Acquisitions, investments and discontinued operations (as determined in accordance with GAAP) and designations of any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary occurring during the Four-Quarter Period or any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale (including any associated repayment of Debt) or Asset Acquisition (including the incurrence or assumption of any associated Acquired Debt), investment, disposed operation or designation occurred on the first day of the Four-Quarter Period.

The Consolidated Fixed Charge Coverage Ratio shall be calculated on a pro forma basis as if any such Debt being Incurred (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four-Quarter Period, had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Debt repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period; provided that for purposes of calculating the Consolidated Fixed Charge Coverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period.  Furthermore, interest on Debt determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of these agreements.

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If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Debt of a third Person, the above clause shall give effect to the incurrence of such Guaranteed Debt as if such Person or such Subsidiary had directly incurred or otherwise assumed such Guaranteed Debt.

“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, the amounts for such period of:

(i)Consolidated Interest Expense; and

(ii)the product of (a) all dividends and other distributions paid or accrued (other than dividends or other distributions paid or accruing in Qualified Capital Interests) during such period in respect of Redeemable Capital Interests of such Person and its Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial and local statutory tax rate of such Person, expressed as a decimal.

“Consolidated Income Tax Expense” means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes and state franchise taxes of such Person and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(i)the interest expense of such Person and the Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation:

(a)any amortization of debt discount;

(b)the net cost under non-speculative Hedging Obligations (including any amortization of discounts);

(c)the interest portion of any deferred payment obligation;

(d)all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing or similar activities; and

(e)all accrued interest; plus

(ii)the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and the Restricted Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; plus

(iii)the interest expense on any Debt guaranteed by such Person and the Restricted Subsidiaries; plus

(iv)all capitalized interest of such Person and the Restricted Subsidiaries for such period;

provided, however, that Consolidated Interest Expense will exclude the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and expenses.

“Consolidated Net Income” means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and the Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by excluding, without duplication:

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(a)all extraordinary gains or losses (net of fees and expenses relating to the transaction giving rise thereto), income, expenses or charges;

(b)the portion of net income of such Person and the Restricted Subsidiaries allocable to noncontrolling interest in unconsolidated Persons or Investments in Unrestricted Subsidiaries to the extent that cash dividends or distributions have not or could not have actually been received by such Person or one of the Restricted Subsidiaries;

(c)gains or losses in respect of any Asset Sales after June 18, 2013 by such Person or one of the Restricted Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-tax basis;

(d)solely for purposes of determining the amount available for Restricted Payments under clause (c) of the first paragraph of Section 4.7, the net income of any Restricted Subsidiary (other than a Guarantor) or such Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders;

(e)any fees and expenses, including deferred finance costs, paid in connection with the issuance of the Existing Notes, documentation and establishment of the ABL Credit Agreement and consummation of the Transactions;

(f)non-cash compensation expense incurred with any issuance of equity interests to an employee of such Person or any Restricted Subsidiary; and

(g)any gain or loss realized as a result of the cumulative effect of a change in accounting principles.

“Consolidated Net Tangible Assets” means, with respect to any Person, the aggregate amount of assets of such Person and its Restricted Subsidiaries (less applicable reserves and other properly deductible items) after deducting therefrom (a) all current liabilities (excluding any indebtedness for money borrowed having a maturity of less than 12 months from the date of the most recent consolidated balance sheet of such Person but which by its terms is renewable or extendable beyond 12 months from such date at the option of the borrower) and (b) all goodwill, trade names, patents, unamortized debt discount and expense and any other like intangibles, all as set forth on the most recent consolidated balance sheet of such Person and computed in accordance with GAAP.

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate non-cash charges and expenses of such Person and the Restricted Subsidiaries reducing Consolidated Net Income of such Person and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding depreciation and amortization and excluding any such charges constituting an extraordinary item or loss or any charge which requires an accrual of or a reserve for cash charges for any future period and including any non-cash charges relating to abandonment of assets or reserves related thereto).

“Consolidated Senior Secured Leverage Ratio” means, as of any Determination Date, the ratio of (a) the aggregate amount of all Debt for borrowed money secured by Liens of the Stage I Issuer and the Restricted Subsidiaries on the Determination Date to (b) the aggregate amount of Consolidated EBITDA for the Four-Quarter Period.  For purposes of this definition, Debt and Consolidated EBITDA shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(a)the Incurrence of any Debt of the Stage I Issuer or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Debt occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination

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Date, as if such Incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and

(b)any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Stage I Issuer or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Debt and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis in accordance with Regulation S-X under the Exchange Act associated with any such Asset Acquisition or Asset Sale)) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Debt or Acquired Debt) occurred on the first day of the Four-Quarter Period;

provided that no pro forma effect shall be given to the incurrence of any Permitted Debt Incurred on such date of determination or the discharge on such date of determination of any Debt from the proceeds of any such Permitted Debt; provided, further, that for purposes of calculating Debt for the Consolidated Senior Secured Leverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period.

“Corporate Trust Office” means the designated office of the Stage I Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at U.S. Bank National Association, 60 Livingston Avenue, St. Paul, MN 55107, Attention: Jack Cooper (Stage I) Corporate Trust Administrator, or such other address as the Stage I Trustee may designate from time to time by written notice to the Holders and the Stage I Issuer, or the principal corporate trust office of any successor Stage I Trustee (or such other address as such successor Stage I Trustee may designate from time to time by notice to the Holders and the Stage I Issuer).

“Credit Facility” means one or more debt facilities, including the ABL Credit Agreement or other financing arrangements (including without limitation commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case, as amended, extended, renewed, restated, supplemented, replaced (whether or not upon termination and whether with the original lenders, institutional investors or otherwise), refinanced (including through the issuance of debt securities), restructured or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Debt incurred to refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Facility or Facilities or a successor Credit Facility, whether by the same or any other agent, lender or group of lenders (or institutional investors).

“Credit Facility Loan Documents” has the meaning set forth in the Existing Intercreditor Agreement.

“Credit Facility Obligations” means the “Liabilities” or any comparable term as that term is defined in any Credit Facility (including the ABL Credit Agreement) (including, in each case, all amounts accruing on or after the commencement of any insolvency proceeding relating to any grantor and all amounts that would have accrued or become due under the terms of the Credit Facility Loan Documents (as defined in the Existing Intercreditor Agreement) but for the effect of the insolvency proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such insolvency proceeding).

“Debt” means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, or non-recourse, the following, if and to the extent the following items (other than clauses (iii), (vi), (vii) and (viii) below) would appear as liabilities on a balance sheet of such Person prepared in accordance with GAAP:  (i) all indebtedness of such Person for money borrowed or for the deferred purchase

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price of property which is due and payable in accordance with the agreement governing such purchase and which is not paid on the date due and payable (excluding any trade payables, trade accounts payable or other current liabilities incurred in the ordinary course of business, accrued expenses and any obligations to pay a contingent purchase price as long as such obligation remains contingent); (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all obligations of such Person for the reimbursement of any obligor on any letters of credit (other than letters of credit that are secured by cash or Eligible Cash Equivalents), bankers’ acceptances or similar facilities (other than obligations with respect to letters of credit, banker’s acceptances or similar facilities securing obligations (other than obligations described under clause (i) and (ii) above) entered into in the ordinary course of business of such Person to the extent such letters of credit and banker’s acceptances or similar facilities are not drawn upon, or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, banker’s acceptance or similar facility); (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person which is due and payable in accordance with the agreement governing such purchase and which is not paid on the date due and payable (excluding trade accounts payable arising in the ordinary course of business, deemed expenses and excluding any obligations to pay a contingent purchase price as long as such obligation remains contingent, subject to the penultimate paragraph of this definition); (v) all Capital Lease Obligations of such Person (but excluding obligations under operating leases); (vi) the maximum fixed redemption or repurchase price of Redeemable Capital Interests in such Person at the time of determination (but excluding any accrued dividends); (vii) net Obligations under any Hedging Obligations of such Person at the time of determination; and (viii) all obligations of the types referred to in clauses (i) through (vii) of this definition of another Person and all dividends and other distributions of another Person, the payment of which, in either case, (A) such Person has Guaranteed or (B) is secured by any Lien upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such Debt, dividends or other distributions.  For purposes of the foregoing:  (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii)(A) above shall be the maximum liability under any such Guarantee; (d) the amount of any Debt described in clause (viii)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; and (e) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt.

Notwithstanding the foregoing, in connection with the purchase by the Stage I Issuer or any Restricted Subsidiary of any business, the term “Debt” will exclude (x) customary indemnification obligations and (y) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment is otherwise contingent; provided, however, that such amount would not be required to be reflected as a liability on the face of a balance sheet prepared in accordance with GAAP.

The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.

“Default” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

“Depositary” means, with respect to the Stage I Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3 hereof as the Depositary with respect to the Stage I Notes, until a successor shall have been appointed and become such pursuant to Section 2.6 hereof, and, thereafter, “Depositary” shall mean or include such successor.

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“Designation” has the meaning set forth in Section 4.18.

“Designation Amount” has the meaning set forth in Section 4.18.

“Determination Date” has the meaning set forth in the definition of “ABL Priority Leverage Ratio.”

“DTC” means The Depository Trust Company (55 Water Street, New York, New York).

“Eligible Bank” means a bank or trust company that (i) is organized and existing under the laws of the United States of America, or any state, territory or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500,000,000 and (iii) the senior Debt of such bank or trust company is rated at least “A-2” by Moody’s or at least “A” by Standard & Poor’s.

“Eligible Cash Equivalents” means any of the following Investments:  (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any Eligible Bank; provided that such Investments have a maturity date not more than two years after date of acquisition and that the Average Life of all such Investments is one year or less from the respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof; provided that such Investments mature, or are subject to tender at the option of the holder thereof within 365 days after the date of acquisition and, at the time of acquisition, have a rating of at least A from Standard & Poor’s or A-2 from Moody’s (or an equivalent rating by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the Stage I Issuer; provided that such Investments have one of the two highest ratings obtainable from either Standard & Poor’s or Moody’s at the time of their acquisition and mature within 180 days after the date of acquisition; (vi) overnight and demand deposits in and bankers’ acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; (vii) money market funds substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vi) above; and (viii) instruments equivalent to those referred to in clauses (i) through (vi) above or funds equivalent to those referred to in clause (vii) above denominated in Euros or any other foreign currency comparable in credit quality and tender to those referred to in such clauses and customarily used by corporations for cash management purposes in jurisdictions outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction, all as determined in good faith by the Stage I Issuer.

“Equity Offering” means (i) an underwritten public equity offering of Qualified Capital Interests pursuant to an effective registration statement under the Securities Act of the Stage I Issuer, or any direct or indirect parent company of the Stage I Issuer but only to the extent contributed to the Stage I Issuer or any successor to the Stage I Issuer in the form of Qualified Capital Interests, other than any public offerings registered on Form S-8, or (ii) a private equity offering of Qualified Capital Interests of the Stage I Issuer, or any direct or indirect parent company of the Stage I Issuer but only to the extent contributed to the Stage I Issuer or any successor to the Stage I Issuer in the form of Qualified Capital Interests.

“Event of Loss” means, with respect to any property or asset (tangible or intangible, real or personal) constituting Collateral, any of the following:

(i)         any loss, destruction or damage of such property or asset;

(ii)         any institution of any proceeding for the condemnation or seizure of such property or asset or for the exercise of any right of eminent domain;

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(iii)         any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset;

(iv)        any settlement in lieu of clauses (ii) or (iii) above; or

(v)        any loss as a result of a title event or claim against the title insurance company insuring such property;

in each case, having a Fair Market Value in excess of $5,000,000.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Redemption Date” has the meaning set forth in Section 3.11.

“Excluded Collateral” has the meaning as defined in the Security Agreement.

“Existing Indenture” means that certain indenture, dated as of June 18, 2013 (as in effect on the Stage I Issue Date), among the Stage I Issuer, the guarantors from time to time party thereto, and U.S. Bank National Association, as trustee and collateral agent.

“Existing Intercreditor Agreement” means the intercreditor agreement dated as of June 18, 2013 among the Bank Collateral Agent and the Collateral Agent (as defined in the Existing Indenture) as it may be amended from time to time in accordance with the Existing Indenture.

“Existing Offering Memorandum” means the offering memorandum related to the issuance of the Existing Notes on the June 18, 2013.

“Existing Registration Rights Agreement” means that certain registration rights agreement, dated as of June 18, 2013, by and among the Stage I Issuer, the guarantors therein and the initial purchasers therein related to the issuance of the Existing Notes.

“Existing Security Agreement” means the security agreement dated as of June 18, 2013 between the Stage I Collateral Agent, the Stage I Issuer and the Guarantors, as amended, modified, restated, supplemented or replaced from time to time in accordance with its terms.

“Existing Notes” means the 9.25% senior secured notes due 2020 that were previously issued by the Stage I Issuer under the Existing Indenture on June 18, 2013 in the aggregate principal amount of $225,000,000.

“Expiration Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Fair Market Value” means, with respect to the consideration received or paid in any transaction or series of transactions, the fair market value thereof, as determined in good faith by the Stage I Issuer, or, in the event of an exchange of assets with a Fair Market Value in excess of $2,500,000, determined in good faith by the Board of Directors of the Stage I Issuer.

“Foreign Subsidiary” means any Subsidiary of the Stage I Issuer organized under the laws of any jurisdiction other than the United States of America or any State thereof or the District of Columbia.

“Four-Quarter Period” has the meaning set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”

“GAAP” means generally accepted accounting principles in the United States, consistently applied, as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified

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Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Stage I Issue Date.

“Global Note Legend” means the legend identified as such in Section 2.6(e)(1) of this Indenture.

“Global Notes” means the Stage I Notes in global form that are in the form of Exhibit A hereto.

“Guarantee” means, as applied to any Debt of another Person, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the normal course of business), direct or indirect, in any manner, of any part or all of such Debt, (ii) any direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Debt of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such Debt of another Person (and “Guaranteed” and “Guaranteeing” shall have meanings that correspond to the foregoing).

“Guarantor” means any Person that executes a Note Guarantee in accordance with the provisions of this Indenture and their respective successors and assigns.

“Hedging Obligation” means, with respect to any Person, the obligations of such Person pursuant to (1) any interest rate swap agreement, interest rate collar agreement or other similar agreement or arrangement, (2) agreements or arrangements to manage fluctuations in currency exchange rates or (3) any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

“Holder” means a Person in whose name a Stage I Note is registered in the security register.

“Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or other obligation on the balance sheet of such Person.  Debt otherwise Incurred by a Person before it becomes a Subsidiary of the Stage I Issuer shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary of the Stage I Issuer.  “Incurrence” and “Incurred” shall have meanings that correspond to the foregoing.  A Guarantee by any of the Stage I Issuer or Restricted Subsidiaries of Debt Incurred by the Stage I Issuer or any Restricted Subsidiary, as applicable, shall not be a separate Incurrence of Debt.  In addition, the following shall not be deemed a separate Incurrence of Debt:

(i)         accrual of interest, amortization or accretion of debt discount or accretion of principal;

(ii)         the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Capital Interests in the form of additional Capital Interests of the same class and with the same terms or the accretion or accumulation of dividends on any Capital Interests;

(iii)         the obligation to pay a premium in respect of Debt arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Debt; and

(iv)          unrealized losses or charges in respect of Hedging Obligations.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Initial Purchasers” means Wells Fargo Securities, LLC and Barclays Capital Inc.

“Investment” by any Person means any direct or indirect loan, advance (or other extension of credit, but excluding commission, travel and similar advances to directors, officers and employees made in the ordinary course of

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business) or capital contribution to (by means of any transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including, without limitation, the following:  (i) the purchase or acquisition of any Capital Interest or other evidence of beneficial ownership in another Person; and (ii) the purchase, acquisition or Guarantee of the obligations of another Person or the issuance of a “keep-well” with respect thereto; but shall exclude:  (a) accounts receivable and other extensions of trade credit on commercially reasonable terms in accordance with normal trade practices; (b) the acquisition of property, assets and services from suppliers and other vendors in the normal course of business; and (c) prepaid expenses and workers’ compensation, utility, lease and similar deposits, in the normal course of business.  Except as otherwise specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to a Designation under Section 4.18 shall be the Designation Amount determined in accordance with such covenant. If the Stage I Issuer or any of its Subsidiaries sells or otherwise disposes of any Capital Interests of any direct or indirect Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Stage I Issuer shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Capital Interests and of all other Investments in such Subsidiary not sold or disposed of, which amount shall be determined in good faith by the Board of Directors of the Stage I Issuer. For the avoidance of doubt, any payments pursuant to any Guarantee previously incurred in compliance with this Indenture or shall not be deemed to be Investments by any of the Stage I Issuer or Restricted Subsidiaries.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York, the city in which the Corporate Trust Office of the Stage I Trustee is located or at a place of payment are authorized or required by law, regulation or executive order to remain closed.  If a payment date in a place of payment is a Legal Holiday, payment shall be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

“Lien” means, with respect to any property or other asset, any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, assignment, deposit arrangement, security interest, lien (statutory or otherwise), charge, easement, encumbrance or other security agreement on or with respect to such property or other asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Net Cash Proceeds” means, with respect to Asset Sales of any Person, cash and Eligible Cash Equivalents received, net of:  (i) all reasonable out-of-pocket costs and expenses of such Person incurred in connection with such a sale, including, without limitation, all legal, accounting, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations associated with such Asset Sale; (iii) all payments made by such Person on any Debt that is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Debt, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other than the Stage I Issuer or Restricted Subsidiaries) in connection with such Asset Sale (other than in the case of Collateral, any Lien which does not rank prior to the Liens in the Collateral granted to the Stage I Collateral Agent pursuant to this Indenture and the Security Documents); and (iv) all contractually required distributions and other payments made to noncontrolling interest holders in Restricted Subsidiaries of such Person as a result of such transaction; provided, however, that: (a) in the event that any consideration for an Asset Sale (which would otherwise constitute Net Cash Proceeds) is required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion thereof) shall become Net Cash Proceeds only at such time as it is released to such Person from escrow or otherwise; and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall become Net Cash Proceeds only at such time as it is so converted.

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“Non-Recourse Debt” means Debt:

(1) as to which neither the Stage I Issuer nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both, any holder of any other Debt (other than the Stage I Notes) of the Stage I Issuer or any Restricted Subsidiary to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity.

“Note Custodian” means the Stage I Trustee when serving as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto.

“Note Guarantee” means any guarantee of the Stage I Notes by any Guarantor pursuant to this Indenture.

“Notes Collateral” shall have the meaning given to the term “Notes Priority Collateral” in the Existing Intercreditor Agreement.

“Notes Secured Parties” shall have the meaning given to such term in the Existing Security Agreement.

“Obligations” means any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, expenses, costs, indemnification, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, expenses, costs, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Debt.

“Offer” has the meaning set forth in the definition of “Offer to Purchase.”

“Offer to Purchase” means a written offer (the “Offer”) sent by the Stage I Issuer by first-class mail, postage prepaid, to each Holder at his address appearing in the security register on the date of the Offer (which Offer shall, in the case of any Change of Control that also constitutes a “Change of Control” under the Existing Indenture, be mailed concurrently with the corresponding offer by the Stage I Issuer to the holders of the Existing Notes), offering to purchase up to the aggregate principal amount of Stage I Notes set forth in such Offer at the Purchase Price set forth in such Offer (as determined pursuant to this Indenture).  Unless otherwise required by applicable law, the Offer shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer and a settlement date (the “Purchase Date”) for purchase of Stage I Notes within five Business Days after the Expiration Date.  The Stage I Issuer shall notify the Stage I Trustee at least 15 days (or such shorter period as is acceptable to the Stage I Trustee) prior to the mailing of the Offer of the Stage I Issuer’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Stage I Issuer or, at the Stage I Issuer’s request and provision of such notice information, by the Stage I Trustee in the name and at the expense of the Stage I Issuer.  The Offer shall contain all instructions and materials necessary to enable such Holders to tender Stage I Notes pursuant to the Offer to Purchase.  The Offer shall also state:

(i)         the section of this Indenture pursuant to which the Offer to Purchase is being made;

(ii)         the Expiration Date and the Purchase Date;

(iii)          the aggregate principal amount of the outstanding Stage I Notes offered to be purchased pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to Section 4.10) (the “Purchase Amount”);

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(iv)        the purchase price to be paid by the Stage I Issuer for each $1,000 principal amount of Stage I Notes accepted for payment (as specified pursuant to this Indenture) (the “Purchase Price”);

(v)        that the Holder may tender all or any portion of the Stage I Notes registered in the name of such Holder and that any portion of a Stage I Note tendered must be tendered in a minimum amount of $2,000 principal amount;

(vi)        the place or places where Stage I Notes are to be surrendered for tender pursuant to the Offer to Purchase, if applicable;

(vii)         that, unless the Stage I Issuer defaults in making such purchase, any Stage I Note accepted for purchase pursuant to the Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Stage I Note not tendered or tendered but not purchased by the Stage I Issuer pursuant to the Offer to Purchase will continue to accrue interest at the same rate;

(viii)         that, on the Purchase Date, the Purchase Price will become due and payable upon each Stage I Note accepted for payment pursuant to the Offer to Purchase;

(ix)        that each Holder electing to tender a Stage I Note pursuant to the Offer to Purchase will be required to surrender such Stage I Note or cause such Stage I Note to be surrendered at the place or places set forth in the Offer prior to the close of business on the Expiration Date (such Stage I Note being, if the Stage I Issuer or the Stage I Trustee so require, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Stage I Issuer and the Stage I Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);

(x)        that Holders will be entitled to withdraw all or any portion of Stage I Notes tendered if the Stage I Issuer (or its paying agent) receives, not later than the close of business on the Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Stage I Notes the Holder tendered, the certificate number of the Stage I Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender;

(xi)        that (a) if Stage I Notes having an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Stage I Issuer shall purchase all such Stage I Notes and (b) if Stage I Notes having an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Stage I Issuer shall purchase Stage I Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (including with respect to Permitted Additional Pari Passu Obligations required to be purchased in connection therewith, and with such adjustments as may be deemed appropriate so that only Notes in denominations of $2,000 principal amount or integral multiples of $1,000 in excess thereof shall remain outstanding following such purchase); and

(xii)         if applicable, that, in the case of any Holder whose Stage I Note is purchased only in part, the Stage I Issuer shall execute, and, the Stage I Trustee shall authenticate and deliver to the Holder of such Stage I Note without service charge, a new Stage I Note or Stage I Notes, of any authorized denomination as requested by such Holder in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Stage I Notes so tendered.

“Offering Memorandum” means the Offering Memorandum related to the issuance of the Stage I Notes on the Stage I Issue Date, dated October 24, 2013.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice-President of such Person.

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“Officers’ Certificate” means a certificate signed by two Officers of the Stage I Issuer or a Guarantor, as applicable, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Stage I Issuer or such Guarantor, as applicable.

“Opinion of Counsel” means an opinion, reasonably acceptable to the Stage I Trustee, from legal counsel.  The counsel may be an employee of or counsel to the Stage I Issuer or any Subsidiary of the Stage I Issuer.

“Participant” means, with respect to DTC, a Person who has an account with DTC.

“Paying Agent” means any Person authorized by the Stage I Issuer to pay the principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance, covenant defeasance or similar payment with respect to, any Stage I Notes on behalf of the Stage I Issuer.

“Permitted Additional Pari Passu Obligations” means obligations under any Existing Notes or any other Debt secured by Liens on the Collateral in compliance with clause (ii)(b) under the definition of “Permitted Liens”; provided that (i) the representative of such Permitted Additional Pari Passu Obligations executes a joinder agreement to the Security Agreement and the Existing Intercreditor Agreement, in each case in the form attached thereto agreeing to be bound thereby and (ii) the Stage I Issuer has designated such Debt as “Permitted Additional Pari Passu Obligations” under the Existing Security Agreement and the Existing Intercreditor Agreement, if applicable.

“Permitted Business” means any business similar in nature to any business conducted by the Stage I Issuer and the Restricted Subsidiaries on June 18, 2013 and any business reasonably ancillary, incidental, complementary or related to the business conducted by the Stage I Issuer and the Restricted Subsidiaries on June 18, 2013 or a reasonable extension, development or expansion thereof, in each case, as determined in good faith by the Board of Directors of the Stage I Issuer.

“Permitted Collateral Liens” means:

(i)         Liens securing the Stage I Notes outstanding on the Stage I Issue Date, Refinancing Debt with respect to such Stage I Notes, the Guarantees relating thereto and any Obligations with respect to such Stage I Notes, Refinancing Debt and Guarantees;

(ii)         Liens securing Permitted Additional Pari Passu Obligations permitted to be incurred pursuant to this Indenture and Refinancing Debt with respect to such Permitted Additional Pari Passu Obligations; provided that any such Liens on the Collateral granted by the Stage I Issuer or any Restricted Subsidiary pursuant to this clause (ii) are subject to the Existing Intercreditor Agreement and secure the Stage I Notes and the Guarantees on a first-priority basis (subject to the priority payment rights of the ABL Credit Agreement Obligations from proceeds of Collateral as described in the Existing Intercreditor Agreement);

(iii)         Liens existing on June 18, 2013 (other than Liens specified in clause (i) above) and any extension, renewal, refinancing or replacement thereof so long as such extension, renewal, refinancing or replacement does not extend to any other property or asset and does not increase the outstanding principal amount thereof (except by the amount of any premium or fee paid or payable or original issue discount in connection with such extension, renewal, replacement or refinancing plus fees and expenses); and

(iv)          Liens described in clauses (ii), (iii), (iv), (v), (vi), (vii), (ix), (x) (with respect to Liens under clause (vii) only), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xviii), (xix), (xx), (xxi), (xxii), (xxiii), (xxiv), (xxv) and (xxvi) of the definition of “Permitted Liens”.

For purposes of determining compliance with this definition, (A) Permitted Collateral Liens need not be incurred solely by reference to one category of Permitted Collateral Liens described in clauses (i) through (iv) of this definition but are permitted to be incurred in part under any combination thereof and (B) in the event that an item of Permitted Collateral Liens (or any portion thereof) meets the criteria of one or more of the categories of Permitted Collateral Liens described in clauses (i) through (iv) above, the Stage I Issuer shall, in its sole discretion, classify

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(and reclassify) such item of Permitted Collateral Liens (or any portion thereof) in any manner that complies with this definition and will only be required to include the amount and type of such item of Permitted Collateral Liens in one of the above clauses and such item of Permitted Collateral Liens will be treated as having been incurred pursuant to only one of such clauses.

“Permitted Debt” has the meaning set forth in Section 4.9(b).

“Permitted Holders” means each of (i) T. Michael Riggs and any family member of Mr. Riggs, (ii) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons holding a majority controlling or beneficial interest of which are referred to in clause (i) and (iii) any group (as defined in the rules promulgated under Section 13(d) of the Exchange Act) which is controlled by any of the persons referred to in the immediately preceding clauses (i) and (ii).

“Permitted Investments” means:

(i)         Investments in existence on June 18, 2013;

(ii)         Investments required pursuant to any agreement or obligation of the Stage I Issuer or Restricted Subsidiaries, in effect on June 18, 2013, to make such Investments;

(iii)         Cash and Eligible Cash Equivalents;

(iv)        Investments in property and other assets owned or used by the Stage I Issuer or Restricted Subsidiaries in the operation of a Permitted Business;

(v)           Investments by the Stage I Issuer or Restricted Subsidiaries in the Stage I Issuer or Restricted Subsidiaries and guarantees by the Stage I Issuer or Restricted Subsidiaries of Debt of the Stage I Issuer or a Restricted Subsidiary of Debt otherwise permitted under Section 4.9 or of other obligations of the Stage I Issuer or a Restricted Subsidiary otherwise permitted hereunder;

(vi)        Investments by the Stage I Issuer or Restricted Subsidiaries in a Person, if as a result of such Investment (a) such Person becomes a Restricted Subsidiary or (b) in one transaction or a series of related transactions, such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated or wound up into, the Stage I Issuer or a Restricted Subsidiary;

(vii)         Hedging Obligations entered into to manage interest rates, commodity prices and currency exchange rates (and not for speculative purposes) and other Bank Products;

(viii)         Investments received in settlement of obligations owed to the Stage I Issuer or Restricted Subsidiaries, as a result of bankruptcy or insolvency proceedings, upon the foreclosure or enforcement of any Lien in favor of the Stage I Issuer or Restricted Subsidiaries, or settlement of litigation, arbitration or other disputes;

(ix)        Investments by the Stage I Issuer or Restricted Subsidiaries not otherwise permitted under this definition, in an aggregate amount not to exceed $15,000,000 at any one time outstanding;

(x)        (a) loans and advances (including for travel and relocation) to officers, directors and employees in an amount not to exceed $2,500,000 in the aggregate at any one time outstanding, (b) loans or advances against, and repurchases of, Capital Interests and options of the Stage I Issuer and the Restricted Subsidiaries held by directors, management and employees in connection with any stock option, deferred compensation or similar benefit plans approved by the Board of Directors (or similar governing body) and otherwise issued in accordance with the terms of this Indenture and (c) loans or advances to directors, management and employees to pay taxes in respect of Capital Interests issued under stock option, deferred

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compensation or similar benefit plans in an amount not to exceed $2,500,000 in the aggregate at any one time outstanding;

(xi)          any Investment in any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with Section 4.10 or any other disposition of Property not constituting an Asset Sale;

(xii)         repurchases of Stage I Notes;

(xiii)         any Investment existing on June 18, 2013 and any Investment that replaces, refinances or refunds an existing Investment; provided, that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded, and is made in the same Person as the Investment replaced, refinanced or refunded; and

(xiv)        Pledges or deposits made in the ordinary course of business.

“Permitted Liens” means:

(i)         Liens existing on June 18, 2013;

(ii)        Liens that secure Obligations:

(a)           in respect of any Credit Facility Obligations not to exceed the amount permitted to be incurred pursuant to clause (i) of the definition of “Permitted Debt”; provided that Liens on the Collateral under this clause (ii)(a) are subject to the provisions of the Existing Intercreditor Agreement;

(b)           in respect of any Permitted Additional Pari Passu Obligations in an amount such that at the time of incurrence and after giving pro forma effect thereto, the Consolidated Senior Secured Leverage Ratio would be no greater than 4.25 to 1.00; provided, further, that Liens under this clause (ii)(b) are subject to the provisions of the Existing Intercreditor Agreement; or

(c)           incurred pursuant to clause (vii)  of the definition of “Permitted Debt”;

(iii)       any Lien for taxes or assessments or other governmental charges or levies not yet delinquent more than 30 days (or which, if so due and payable, are being contested in good faith and for which adequate reserves are being maintained, to the extent required by GAAP);

(iv)      any carrier’s, warehousemen’s, materialmen’s, mechanic’s, landlord’s, lessor’s or other similar Liens arising by law for sums not then due and payable more than 30 days after giving effect to any applicable grace period (or which, if so due and payable, are being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by GAAP);

(v)       minor survey exceptions, minor imperfections of title, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Debt and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(vi)      pledges or deposits (a) in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure other types of statutory obligations or the requirements of any official body, or (b) to secure the performance of tenders, bids, surety or performance bonds, appeal

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bonds, leases, purchase, construction, sales or servicing contracts and other similar obligations Incurred in the normal course of business consistent with industry practice; or (c) to obtain or secure obligations with respect to letters of credit, banker’s acceptances, Guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (a) and (b) above, in each case not Incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or services or imposed by ERISA or the Code in connection with a “plan” (as defined in ERISA) or (d) arising in connection with any attachment unless such Liens are in excess of $10,000,000 in the aggregate and shall not be satisfied or discharged or stayed pending appeal within 60 days after the entry thereof or the expiration of any such stay;

(vii)     Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Stage I Issuer or Restricted Subsidiaries or becomes a Restricted Subsidiary or on property acquired by the Stage I Issuer or Restricted Subsidiaries (and in each case not created or Incurred in anticipation of such transaction), including Liens securing Acquired Debt permitted under this Indenture; provided that such Liens are not extended to the property and assets of the Stage I Issuer or Restricted Subsidiaries other than the property or assets acquired;

(viii)    Liens securing Debt of a Guarantor owed to and held by the Stage I Issuer or Guarantors;

(ix)      other Liens (not securing Debt) incidental to the conduct of the business of the Stage I Issuer or Restricted Subsidiaries, as the case may be, or the ownership of their assets which do not individually or in the aggregate materially adversely affect the value of such assets or materially impair the operation of the business of the Stage I Issuer or the Restricted Subsidiaries;

(x)       Liens to secure any permitted extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any Debt secured by Liens referred to in the foregoing clauses (i) and (vii) and clause (xiv) below; provided that such Liens do not extend to any other property or assets and the principal amount of the obligations secured by such Liens is not greater than the sum of the outstanding principal amount of the refinanced Debt plus any fees and expenses, including premiums or original issue discount related to such extension, renewal, refinancing or refunding;

(xi)      Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods incurred in the ordinary course of business;

(xii)     Liens to secure Capital Lease Obligations or Purchase Money Debt permitted to be Incurred pursuant to clauses (viii) and (xi) of the definition of “Permitted Debt” covering only the assets financed by or acquired with such Debt;

(xiii)    Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligation in respect of banker’s acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods;

(xiv)    Liens securing Debt Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to other property owned by such Person or any of the Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto and any proceeds thereof), and the Debt (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(xv)     Liens on property or shares of Capital Interests of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that (a) the Liens may not extend to any

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other property owned by such Person or any of the Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto and proceeds thereof) and (b) such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary;

Liens securing judgments for the payment of money not constituting an Event of Default under clause (7) under Section 6.1 so long as any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(xvi)    Liens on the Collateral granted under the Security Documents in favor of the Stage I Collateral Agent to secure the Stage I Notes and the Guarantees and the other Permitted Additional Pari Passu Obligations;

(xvii)   Liens securing Hedging Obligations that are otherwise permitted under this Indenture; provided that such Liens are subject to the provisions of the Existing Intercreditor Agreement;

(xviii)  leases, subleases, licenses or sublicenses granted to others in the ordinary course of business or pursuant to a disposition otherwise permitted hereunder which do not materially interfere with the ordinary conduct of the business of the Stage I Issuer or any Restricted Subsidiaries and do not secure any Debt;

(xix)    Liens securing Debt (including Capital Lease Obligations and Purchase Money Debt) or other obligations, as measured by principal amount, which, when taken together with the principal amount of all other Debt secured by Liens (excluding Liens permitted by clauses (i) through (xix) above and (xxi) through (xxvii) below) at the time of determination, does not exceed $15,000,000 in the aggregate at any one time outstanding;

(xx)     Liens to secure a defeasance trust;

(xxi)    Liens solely on any cash earnest money deposits made by the Stage I Issuer or any of its Restricted Subsidiaries in connection with an acquisition permitted under this Indenture;

(xxii)   Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(xxiii)  Liens incurred under or in connection with lease and sale/leaseback transactions and novations and any refinancing thereof (and Liens securing obligations under lease transaction documents relating thereto), including, without limitation, Liens over the assets which are the subject of such lease, sale and leaseback, novations, refinancings, assets and contract rights related thereto (including, without limitation, the right to receive rental rebates or deferred sale payments), sublease rights, insurances relating thereto and rental deposits;

(xxiv)  Liens to secure Debt and any related guarantees on assets constituting Collateral that are junior in priority to the Liens on the Collateral securing the Stage I Notes and the Guarantees, which junior Liens shall be subject to intercreditor provisions no more favorable to the holders of such junior Liens than those to which the Liens securing the Stage I Notes are subject in relation to the Liens with respect to the ABL Collateral;

(xxv)   Liens arising under this Indenture in favor of the Stage I Trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Debt permitted to be incurred under this Indenture; provided, however, that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of such Debt; and

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(xxvii) any extensions, substitutions, replacements or renewals of the foregoing.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, Capital Interests in any other Person.

“Purchase Amount” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Date” has the meaning set forth in the definition of “Offer to Purchase.”

“Purchase Money Debt” means Debt (i) Incurred to finance the purchase, lease or construction (including additions, repairs and improvements thereto) of any assets (other than Capital Interests) of such Person or any Restricted Subsidiary; and (ii) that is secured by a Lien on such assets where the lender’s sole security is to the assets so purchased or constructed (and assets or property affixed or appurtenant thereto and any proceeds thereof); and in either case, that does not exceed 100% of the cost and to the extent the purchase or construction prices for such assets are or should be included in “addition to property, plant or equipment” in accordance with GAAP.

“Purchase Price” has the meaning set forth in the definition of “Offer to Purchase.”

“Qualified Capital Interests” in any Person means a class of Capital Interests other than Redeemable Capital Interests.

“Qualified Equity Offering” means an underwritten primary public equity offering of Qualified Capital Interests of Stage I Issuer (or any direct or indirect parent company of the Stage I Issuer but only to the extent contributed to the Stage I Issuer or any successor thereto in the form of Qualified Capital Interests) (i) pursuant to an effective registration statement under the Securities Act, other than a registered offering on Form S-8 and (ii) resulting in gross proceeds of at least $100,000,000.

“Real Property” means, collectively, all right, title and interests (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all buildings, structures, parking areas and improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Redeemable Capital Interests” in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Debt of such Person at the option of the holder thereof, in whole or in part, at any time prior to the Stated Maturity of the Stage I Notes; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Capital Interests.  Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Interests solely because the holders of the equity security have the right to require any of the Stage I Issuer or Restricted Subsidiaries to repurchase such equity security upon the occurrence of a Change of Control, Qualified Equity Offering or an Asset Sale will not constitute Redeemable Capital Interests if the terms of such equity security provide that the Stage I Issuer or Restricted Subsidiary may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with Section 4.7.  The amount of Redeemable Capital Interests deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Stage I Issuer and the Restricted Subsidiaries may become obligated to pay upon the

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maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof, exclusive of accrued dividends.

“Redemption Price” when used with respect to any Stage I Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Refinancing Debt” means Debt that refunds, refinances, defeases, renews, replaces or extends any Debt permitted to be Incurred by any of the Stage I Issuer or Restricted Subsidiaries pursuant to the terms of this Indenture (including the Stage I Notes), whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that:

(i)         the Refinancing Debt is subordinated to the Stage I Notes to at least the same extent as the Debt being refunded, refinanced, defeased, renewed, replaced or extended, if such Debt was subordinated to the Stage I Notes,

(ii)         the Refinancing Debt has a Stated Maturity either (a) no earlier than the Debt being refunded, refinanced or extended or (b) at least 91 days after the maturity date of the Stage I Notes,

(iii)         the Refinancing Debt has a weighted average life to maturity at the time such Refinancing Debt is Incurred that is equal to or greater than the weighted average life to maturity of the Debt being refunded, refinanced, defeased, renewed, replaced or extended,

(iv)        such Refinancing Debt is in an aggregate principal amount that is less than or equal to the sum of (a) the aggregate principal or accreted amount (in the case of any Debt issued with original issue discount, as such) then outstanding under the Debt being refunded, refinanced, defeased, renewed, replaced or extended; (b) the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of pre-existing optional prepayment provisions on such Debt being refunded, refinanced, defeased, renewed, replaced or extended; and (c) the amount of reasonable and customary fees, expenses and costs related to the Incurrence of such Refinancing Debt, and

(v)           such Refinancing Debt shall not include (x) Debt of a Restricted Subsidiary that is not a Guarantor that refinances Debt of the Stage I Issuer or a Guarantor or (y) Debt of the Stage I Issuer or a Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Global Note” means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Restricted Notes Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, transferred pursuant to Regulation S.

“Responsible Officer” means, when used with respect to the Stage I Trustee, any officer of the Stage I Trustee within the corporate trust department of the Stage I Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, senior associate, trust officer or any other officer of the Stage I Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Notes Legend” means the legend identified as such in Section 2.6(e)(1) of this Indenture.

“Restricted Payment” means any of the following:

(i)         any dividend or other distribution declared and paid on the Capital Interests in the Stage I Issuer or on the Capital Interests in any Restricted Subsidiary that are held by, or declared and paid to, any

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Person other than the Stage I Issuer or a Restricted Subsidiary; provided that the following shall not be “Restricted Payments”:

(a)           dividends, distributions or payments, in each case, made solely in Qualified Capital Interests in the Stage I Issuer; and

(b)           dividends or distributions payable to the Stage I Issuer or a Restricted Subsidiary or to other holders of Capital Interests of a Restricted Subsidiary on a pro rata basis;

(ii)         any payment made by the Stage I Issuer or any of the Restricted Subsidiaries to purchase, redeem, acquire or retire any Capital Interests in the Stage I Issuer or any of the Restricted Subsidiaries, including any issuance of Debt, in exchange for such Capital Interests or the conversion or exchange of such Capital Interests into or for Debt other than any such Capital Interests owned by the Stage I Issuer or any Restricted Subsidiary;

(iii)         any payment made by the Stage I Issuer or any of the Restricted Subsidiaries (other than a payment made solely in Qualified Capital Interests in the Stage I Issuer) to redeem, repurchase, defease (including an in substance or legal defeasance) or otherwise acquire or retire for value (including pursuant to mandatory repurchase covenants), (a) prior to any scheduled maturity, scheduled sinking fund or mandatory redemption payment, Debt of the Stage I Issuer or any Guarantor that is subordinate (whether pursuant to its terms or by operation of law) in right of payment to the Stage I Notes or Note Guarantees (excluding any Debt owed to the Stage I Issuer or any Restricted Subsidiary); except (x) payments of principal in anticipation of satisfying a sinking fund obligation, scheduled maturity or mandatory redemption date, in each case, within one year of the due date thereof and (y) any payments in respect of Debt to the extent the issuance of such Debt was a Restricted Payment and (ii) any Debt which would have constituted a Restricted Payment under clause (b) above;

(iv)        any Investment by the Stage I Issuer or a Restricted Subsidiary in any Person, other than a Permitted Investment; and

(v)           any designation of a Restricted Subsidiary as an Unrestricted Subsidiary.

“Restricted Period” means the 40-day “distribution compliance period” as defined in Regulation S.

“Restricted Subsidiary” means any Subsidiary of the Stage I Issuer that has not been designated as an “Unrestricted Subsidiary” in accordance with this Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Documents” means the Existing Security Agreement, the mortgages with respect to the Real Property, the permitted additional pari passu secured party joinder in the form of Exhibit F, the Existing Intercreditor Agreement and all of the security agreements, pledges, collateral assignments, mortgages, deeds of trust, trust deeds or other instruments evidencing or creating or purporting to create any security interests in favor of the Stage I Collateral Agent for its benefit and for the benefit of the Stage I Trustee and the Holders of the Stage I Notes and the holders of any other Permitted Additional Pari Passu Obligations, in all or any portion of the Collateral, as amended, modified, restated, supplemented or replaced from time to time.

“Significant Subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and Exchange Act, but shall not include any Unrestricted Subsidiary.

“Stage I Additional Interest” has the meaning set forth in Section 4.20.

“Stage I Additional Interest Notice” has the meaning set forth in Section 4.20.

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“Stage I Collateral Agent” means U.S. Bank National Association solely in its capacity as collateral agent under this Indenture and the Security Documents together with its successors.

“Stage I Indenture Documents” means the Stage I Notes, the Stage I Guarantees, this Indenture and the Security Documents.

“Stage I Issue Date” means November 7, 2013.

“Stage I Issuer” has the meaning set forth in the preamble hereto until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, shall mean such successor.

“Stage I Issuer Order” means any written instruction by the Stage I Issuer and executed by an Officer of the Stage I Issuer.

“Stage I Notes” has the meaning set forth in the preamble hereto.

“Stage I Trustee” has the meaning set forth in the preamble hereto until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, shall mean such successor.

“Stage II Notes Exchange Redemption” the redemption of the Stage I Notes in exchange therefor an equal principal amount of the Stage I Issuers 9.25% Senior Secured Notes due 2020 (the “Stage II Notes”), issued pursuant to the Existing Indenture.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Stated Maturity,” when used with respect to (i) any Stage I Note or any installment of interest thereon, means the date specified in such Stage I Note as the fixed date on which the principal amount of such Stage I Note or such installment of interest is due and payable and (ii) any other Debt or any installment of interest thereon, means the date specified in the instrument governing such Debt as the fixed date on which the principal of such Debt or such installment of interest is due and payable, including any date upon which a repurchase at the option of the holders of such Debt is required to be consummated.

“Subsidiary” means, with respect to any Person, any corporation, limited or general partnership, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Voting Interests therein is, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

“Surviving Entity” has the meaning set forth in Section 5.1.

“Total Assets” means the total consolidated assets of the Stage I Issuer and its Restricted Subsidiaries, as shown on the most recent consolidated balance sheet of the Stage I Issuer and its Restricted Subsidiaries.

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended, as in effect on the date hereof.

“Transaction Date” has the meaning set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”

“Transactions” means the issuance of the Existing Notes on June 18, 2013, the entry into an amendment and restatement of the existing ABL Credit Agreement on June 18, 2013, the repayment of the 2015 Notes and the repurchase and redemption of the Stage I Issuer’s Series A Preferred Stock, Series B Non-Convertible Preferred Stock, Series C Non-Convertible Preferred Stock, Series D Preferred Stock and Series E Preferred Stock as described under “Use of Proceeds” in the Existing Offering Memorandum, the payment of premiums, fees and expenses as described under “Use of Proceeds” in the Existing Offering Memorandum and the transactions related thereto.

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“Transfer Restricted Global Notes” means a Global Note that is a Transfer Restricted Note.

“Transfer Restricted Notes” means Stage I Notes that bear or are required to bear the Restricted Notes Legend.

“Treasury Rate” means, as obtained by the Stage I Issuer, with respect to the Stage I Notes, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two (2) Business Days prior to such redemption date or, in the case of a satisfaction, discharge or defeasance, at least two (2) Business Days prior to the deposit of funds with the Stage I Trustee to pay and discharge the entire obligations under the Stage I Notes (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to June 1, 2016; provided, however, that if the period from such redemption date to June 1, 2016 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or the law governing the interpretation of any such agreement; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Stage I Collateral Agent’s security interest in any item or portion of the Stage I Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other that the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“Unrestricted Notes” means one or more Stage I Notes that do not and are not required to bear the Restricted Notes Legend.

“Unrestricted Subsidiary” means:

(1)           any Subsidiary designated as such by the Board of Directors of the Stage I Issuer in compliance with Section 4.18; and

(2)           any Subsidiary of an Unrestricted Subsidiary.

“Vehicles” means all trucks, trailers, tractors and other substantially similar mobile equipment and other substantially similar vehicles used in the transportation of automobiles, wherever located.

“Voting Interests” means, with respect to any Person, securities of any class or classes of Capital Interests in such Person entitling the holders thereof generally to vote on the election of members of the Board of Directors or comparable body of such Person.

“Wholly-Owned Restricted Subsidiary” of any Person means a Subsidiary of such Person all of the outstanding Capital Interests or other ownership interests of which (other than directors’ qualifying shares) will at the time be owned by such Person or by one or more Wholly-Owned Restricted Subsidiaries of such Person.

SECTION 1.2     Other Definitions.

Term	Defined in Section
“ABL Asset Sale Offer”	4.10(b)
“Asset Sale Offer”	4.10(a)(i)

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Term	Defined in Section
“Act”	12.13(a)
“Additional Assets”	4.10(a)(ii)
“Affiliate Transaction”	4.11
“Agent Members”	2.6(a)
“Authentication Order”	2.2
“Change of Control Payment”	4.14
“covenant defeasance”	8.3
“Custodian”	6.1
“defeasance”	8.3
“Discharge”	8.8
“Event of Default”	6.1
“Excess ABL Proceeds”	4.10(b)
“Excess Proceeds”	4.10(a)
“Independent Financial Advisor”	4.11(iii)
“legal defeasance”	8.2
“Note Register”	2.3
“Offer Amount”	3.9
“QIBs”	2.1(b)
“QIB Global Note”	2.1(b)
“redemption date”	3.1
“Registrar”	2.3
“Rule 144A”	2.1(b)
“Surviving Entity”	5.1(i)

SECTION 1.3     Rules of Construction.  Unless the context otherwise requires:

(1)           a term has the meaning assigned to it herein;

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(2)           an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;

(3)           “or” is not exclusive;

(4)           words in the singular include the plural, and in the plural include the singular;

(5)           unless otherwise specified, any reference to Section or Article refers to such Section or Article of this Indenture;

(6)           provisions apply to successive events and transactions;

(7)           references to sections of or rules under the Securities Act, the Exchange Act or the TIA shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time; and

(8)           “including” means “including without limitation”.

ARTICLE II

THE STAGE I NOTES

SECTION 2.1     Form and Dating.

The Stage I Notes and the Stage I Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture.  The Stage I Notes may have notations, legends or endorsements required by law, stock exchange rule or usage.  Each Stage I Note shall be dated the date of its authentication.  The Stage I Notes initially shall be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

The terms and provisions contained in the Stage I Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Stage I Issuer, the Guarantors and the Stage I Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Stage I Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(a)           The Stage I Notes shall be issued initially in the form of one or more Global Notes substantially in the form attached as Exhibit A hereto and shall be deposited on behalf of the purchasers of the Stage I Notes represented thereby with the Stage I Trustee as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Stage I Issuer and authenticated by the Stage I Trustee as hereinafter provided.

Each Global Note shall represent such of the outstanding Stage I Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Stage I Notes from time to time endorsed thereon and that the aggregate amount of outstanding Stage I Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Stage I Notes represented thereby shall be made by the Stage I Trustee or the Note Custodian, at the direction of the Stage I Trustee, in accordance with written instructions given by the Holder thereof as required by Section 2.16 hereof.

Except as set forth in Section 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

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(b)           The Stage I Notes are being issued by the Stage I Issuer only (i) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) and (ii) in reliance on Regulation S.  After such initial offers, Stage I Notes that are Transfer Restricted Notes may be transferred to QIBs, in reliance on Rule 144A, outside the United States pursuant to Regulation S or to the Stage I Issuer, in accordance with certain transfer restrictions.  Stage I Notes that are offered in reliance on Rule 144A shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A (the “QIB Global Note”) deposited with the Stage I Trustee, as Note Custodian, duly executed by the Stage I Issuer and authenticated by the Stage I Trustee as hereinafter provided.  Stage I Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Stage I Notes represented thereby with the Stage I Trustee, as Note Custodian for the Depositary, and registered in the name of the Depositary, duly executed by the Stage I Issuer and authenticated by the Stage I Trustee as hereinafter provided.  Early termination of the Restricted Period may be effectuated upon receipt by the Stage I Trustee of (i) a written certificate from the Depositary certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a QIB Global Note bearing a Restricted Notes Legend, all as contemplated by Section 2.6(e) hereof); and (ii) an Officers’ Certificate from the Stage I Issuer.  The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Stage I Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.  The QIB Global Note and the Regulation S Global Note shall each be issued with separate CUSIP numbers.  Transfers of Stage I Notes between QIBs and to or by purchasers pursuant to Regulation S shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Note, as more fully provided in Section 2.16.

(c)           Section 2.1(b) shall apply only to Global Notes deposited with or on behalf of the Depositary or its nominee.

The Stage I Trustee shall have no responsibility or obligation to any Holder, any member of (or a Participant in) DTC or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any Participant or member thereof, with respect to any ownership interest in the Stage I Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Stage I Notes (or other security or property) under or with respect to the Stage I Notes.  The Stage I Trustee may rely (and shall be fully protected in relying) upon information furnished by DTC with respect to its members, Participants and any Beneficial Owners in the Stage I Notes.

(d)           Stage I Notes issued in certificated form, including Global Notes, shall be substantially in the form of Exhibit A attached hereto.

SECTION 2.2     Execution and Authentication.

An Officer shall sign the Stage I Notes for the Stage I Issuer by manual or facsimile signature.

If an Officer whose signature is on a Stage I Note no longer holds that office at the time a Stage I Note is authenticated, the Stage I Note shall nevertheless be valid.

A Stage I Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Stage I Trustee.  The signature shall be conclusive evidence that the Stage I Note has been authenticated under this Indenture.

All Stage I Notes shall be dated the date of their authentication.  The Stage I Trustee shall, upon receipt of a written Stage I Issuer Order signed by one Officer directing the Stage I Trustee to authenticate and deliver the Stage I Notes and certifying that all conditions precedent to the issuance of the Stage I Notes contained herein have been complied with (an “Authentication Order”) and an Opinion of Counsel, authenticate Stage I Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the reverse of the Stage I Notes.

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The Stage I Trustee may appoint an authenticating agent reasonably acceptable to the Stage I Issuer to authenticate Stage I Notes.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Stage I Notes whenever the Stage I Trustee may do so.  Each reference in this Indenture to authentication by the Stage I Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or the Stage I Issuer or an Affiliate of the Stage I Issuer.

SECTION 2.3     Registrar; Paying Agent.

The Stage I Issuer shall maintain (i) an office or agency where Stage I Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency where Stage I Notes may be presented for payment to a Paying Agent.  The Registrar shall keep a register of the Stage I Notes (the “Note Register”) and of their transfer and exchange.  The Stage I Issuer may appoint one or more co-registrars and one or more additional paying agents; provided, however, that at all times there shall be only one Note Register.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Stage I Issuer may change any Paying Agent or Registrar without notice to any Holder.  The Stage I Issuer shall notify the Stage I Trustee in writing of the name and address of any Agent not a party to this Indenture.  The Stage I Issuer or any Restricted Subsidiaries may act as Paying Agent or Registrar.

The Stage I Issuer initially appoints the Stage I Trustee to act as the Registrar and Paying Agent and initially appoints the Corporate Trust Office of the Stage I Trustee as the office or agency of the Stage I Issuer for such purposes and as the office or agency of the Stage I Issuer where notices and demands to or upon the Stage I Issuer in respect of the Stage I Notes and this Indenture may be served and the Stage I Trustee as the agent of the Stage I Issuer to receive such notices and demands.

The Stage I Issuer initially appoints DTC to act as the Depositary with respect to the Global Notes.

SECTION 2.4     Paying Agent to Hold Money in Trust.

The Stage I Issuer shall require each Paying Agent other than the Stage I Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Stage I Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Stage I Notes, and shall notify the Stage I Trustee of any Default by the Stage I Issuer in making any such payment.  While any such Default continues, the Stage I Trustee may require a Paying Agent to pay all money held by it to the Stage I Trustee.  The Stage I Issuer at any time may require a Paying Agent to pay all money held by it to the Stage I Trustee.  Upon payment over to the Stage I Trustee, the Paying Agent (if other than the Stage I Issuer or a Subsidiary) shall have no further liability for the money.  If the Stage I Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon the occurrence of events specified in Section 6.1(8) hereof, the Stage I Trustee shall serve as Paying Agent for the Stage I Notes.

SECTION 2.5     Holder Lists.

The Stage I Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a).  If the Stage I Trustee is not the Registrar, the Stage I Issuer shall furnish to the Stage I Trustee at least seven (7) Business Days before each interest payment date and at such other times as the Stage I Trustee may request in writing, a list in such form and as of such date as the Stage I Trustee may reasonably require of the names and addresses of the Holders, including the aggregate principal amount of the Stage I Notes held by each Holder thereof, and the Stage I Trustee thereafter shall preserve such list in as current a form as is reasonably practicable.

SECTION 2.6     Book-Entry Provisions for Global Securities.

(a)           Each Transfer Restricted Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Stage I Trustee as custodian for such Depositary and (iii) bear legends as required by Section 2.6(e).

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Members of, or Participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Stage I Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Stage I Issuer, the Stage I Trustee and any agent of the Stage I Issuer or the Stage I Trustee as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Stage I Issuer, the Stage I Trustee or any agent of the Stage I Issuer or the Stage I Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Stage I Note.

(b)           Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees.  Interests of Beneficial Owners in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary.  In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Stage I Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Stage I Issuer within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Stage I Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary to issue such Certificated Notes.

(c)           In connection with the transfer of the entire Global Note to Beneficial Owners pursuant to clause (b) of this Section, such Global Note shall be deemed to be surrendered to the Stage I Trustee for cancellation, and the Stage I Issuer shall execute, and the Stage I Trustee shall upon receipt of an Authentication Order authenticate and deliver, to each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations.

(d)           The Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold an interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Stage I Notes.

(e)           Legends.  The following legends shall appear on the face of all Global Notes and Certificated Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(1)           Restricted Notes Legend.  Unless and until the Stage I Issuer determines that the following legend and the related restrictions on transfer are not required in order to maintain compliance with the provisions of the Securities Act and there is delivered to the Stage I Trustee an Opinion of Counsel reasonably satisfactory to the Stage I Trustee and a letter of representation of the Stage I Issuer reasonably satisfactory to the Stage I Trustee to that effect, each Global Note and each Certificated Note (and all Stage I Notes issued in exchange therefor or substitution therefor) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO JACK COOPER FINANCE CO. (OR, FOLLOWING THE MERGER OF JACK COOPER FINANCE CO. WITH AND INTO JACK COOPER HOLDINGS CORP., JACK COOPER HOLDINGS CORP.) OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION FROM

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REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) PURSUANT TO (C), (D) OR (E), THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(2)           Global Note Legend.  Each Global Note shall bear a legend in substantially the following form:

“THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.  THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO JACK COOPER FINANCE CO. (OR, FOLLOWING THE MERGER OF JACK COOPER FINANCE CO. WITH AND INTO JACK COOPER HOLDINGS CORP., JACK COOPER HOLDINGS CORP.) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.”

(f)            At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Stage I Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Stage I Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Stage I Trustee or the Note Custodian, at the direction of the Stage I Trustee, to reflect such reduction.

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(g)           General provisions relating to transfers and exchanges:

(i)            To permit registrations of transfers and exchanges, the Stage I Issuer shall execute and the Stage I Trustee, upon receipt of an Authentication Order, shall authenticate Global Notes and Certificated Notes at the Registrar’s request.

(ii)           No service charge shall be made to a Holder for any registration of transfer, exchange, or redemption, but the Stage I Issuer may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.6, 4.10, 4.14 and 9.4 hereto).

(iii)          All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall, upon execution by the Stage I Issuer and authentication by the Stage I Trustee in accordance with the provisions hereof, be the valid obligations of the Stage I Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange.

(iv)          The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Stage I Notes during a period beginning at the opening of fifteen (15) days before the day of any selection of Stage I Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Stage I Note so selected for redemption in whole or in part, except the unredeemed portion of any Stage I Note being redeemed in part, or (C) to register the transfer of or to exchange a Stage I Note between a record date and the next succeeding interest payment date.

(v)           Prior to due presentment for the registration of a transfer of any Stage I Note, the Stage I Trustee, any Agent and the Stage I Issuer may deem and treat the Person in whose name any Stage I Note is registered as the absolute owner of such Stage I Note for the purpose of receiving payment of principal of and interest on such Stage I Notes and for all other purposes, and neither the Stage I Trustee, any Agent nor the Stage I Issuer shall be affected by notice to the contrary.

(vi)          The Stage I Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2 hereof.  Except as provided in Section 2.6(b), neither the Stage I Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global Note.

(vii)         Each Holder agrees to provide indemnity to the Stage I Issuer and the Stage I Trustee satisfactory to the Stage I Issuer and the Stage I Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Stage I Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

(viii)        The Stage I Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Stage I Note (including any transfers between or among Agent Members or Beneficial Owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(ix)          Neither the Stage I Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

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SECTION 2.7     Replacement Notes.

If any mutilated Stage I Note is surrendered to the Stage I Trustee, or the Stage I Issuer and the Stage I Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Stage I Note, the Stage I Issuer shall issue and the Stage I Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Stage I Note if the requirements set forth in Section 2.2 are met.  If required by the Stage I Trustee or the Stage I Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Stage I Trustee and the Stage I Issuer to protect the Stage I Issuer, the Stage I Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Stage I Note is replaced.  The Stage I Issuer and the Stage I Trustee may charge a Holder for their expenses in replacing a Stage I Note.

Every replacement Stage I Note is an additional obligation of the Stage I Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Stage I Notes duly issued hereunder.

SECTION 2.8     Outstanding Notes.

The Stage I Notes outstanding at any time are all the Stage I Notes authenticated by the Stage I Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Stage I Trustee in accordance with the provisions hereof, and those described in this Section 2.8 as not outstanding.  Except as set forth in Section 2.9 hereof, a Stage I Note does not cease to be outstanding because the Stage I Issuer or an Affiliate of the Stage I Issuer holds the Stage I Note.

If a Stage I Note is replaced pursuant to Section 2.7 hereof, it ceases to be outstanding unless the Stage I Trustee receives proof satisfactory to it that the replaced Stage I Note is held by a bona fide purchaser.

If the principal amount of any Stage I Note is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Stage I Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Stage I Notes payable on that date, then on and after that date such Stage I Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.9     Treasury Notes.

In determining whether the Holders of the required aggregate principal amount of Stage I Notes have concurred in any direction, waiver or consent, Stage I Notes owned by the Stage I Issuer or by any Affiliate of the Stage I Issuer shall be considered as though not outstanding, except that for the purposes of determining whether the Stage I Trustee shall be protected in relying on any such direction, waiver or consent only Stage I Notes that a Responsible Officer or the Stage I Trustee knows are so owned shall be disregarded.  Notwithstanding the foregoing, Stage I Notes that are to be acquired by the Stage I Issuer or an Affiliate of the Stage I Issuer pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Stage I Notes passes to such entity. Stage I Notes owned by the Stage I Issuer or by any Affiliate of the Stage I Issuer which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Stage I Trustee, the pledgee’s right to deliver any such direction, waiver or consent with respect to the Stage I Notes and that the pledgee is not the Stage I Issuer or any obligor upon the Stage I Notes or any Affiliate of the Stage I Issuer or of such other obligor.

SECTION 2.10   Temporary Notes.

Until Certificated Notes are ready for delivery, the Stage I Issuer may prepare and the Stage I Trustee shall, upon receipt of an Authentication Order, authenticate temporary Stage I Notes.  Temporary Stage I Notes shall be substantially in the form of Certificated Notes but may have variations that the Stage I Issuer considers appropriate for temporary Stage I Notes.  Without unreasonable delay, the Stage I Issuer shall prepare and the Stage I Trustee

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shall, upon receipt of a Stage I Issuer Order, authenticate Certificated Notes in exchange for temporary Stage I Notes.

Holders of temporary Stage I Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.11   Cancellation.

The Stage I Issuer at any time may deliver to the Stage I Trustee for cancellation any Stage I Notes previously authenticated and delivered hereunder or which the Stage I Issuer may have acquired in any manner whatsoever, and all Stage I Notes so delivered shall be promptly cancelled by the Stage I Trustee upon receipt of a Stage I Issuer Order.  All Stage I Notes surrendered for registration of transfer, exchange or payment, if surrendered to any Person other than the Stage I Trustee, shall be delivered to the Stage I Trustee.  The Stage I Trustee and no one else shall cancel all Stage I Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation.  Subject to Section 2.7 hereof, the Stage I Issuer may not issue new Stage I Notes to replace Stage I Notes that they have redeemed or paid or that have been delivered to the Stage I Trustee for cancellation.  All cancelled Stage I Notes held by the Stage I Trustee shall be disposed of in accordance with its customary practice, and, at the written request of the Stage I Issuer, certification of their disposal delivered to the Stage I Issuer, unless by Stage I Issuer Order, the Stage I Issuer shall direct that cancelled Stage I Notes be returned to it.

SECTION 2.12   Defaulted Interest.

If the Stage I Issuer defaults in a payment of interest on the Stage I Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be at the earliest practicable date but in all events at least five (5) Business Days prior to the payment date, in each case at the rate provided in the Stage I Notes and in Section 4.1 hereof.  The Stage I Issuer shall fix or cause to be fixed each such special record date and payment date and shall promptly thereafter notify the Stage I Trustee in writing of any such date.  At least fifteen (15) days before the special record date, the Stage I Issuer (or the Stage I Trustee, in the name and at the expense of the Stage I Issuer) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

SECTION 2.13   Record Date.

The record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Stage I Trustee in accordance with Section 2.5.

SECTION 2.14   Computation of Interest.

Interest on the Stage I Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

SECTION 2.15   CUSIP Number.

The Stage I Issuer in issuing the Stage I Notes may use a “CUSIP” and/or ISIN or other similar number, and if it does so, the Stage I Issuer may use the CUSIP and/or ISIN or other similar number in notices of redemption or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN or other similar number printed in the notice or on the Stage I Notes and that reliance may be placed only on the other identification numbers printed on the Stage I Notes.  The Stage I Issuer shall promptly notify the Stage I Trustee of any change in the CUSIP and/or ISIN or other similar number.

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SECTION 2.16   Special Transfer Provisions.

Unless and until the Restricted Notes Legend is no longer required pursuant to Section 2.16(d), the following provisions shall apply:

(a)           Transfers to QIBs.  The following provisions shall apply with respect to the registration of any proposed transfer of a Transfer Restricted Note (other than pursuant to Regulation S):

(i)      The Registrar shall register the transfer of a Transfer Restricted Note by a Holder to a QIB if such transfer is being made by a proposed transferor who has provided the Registrar with (a) an appropriately completed certificate of transfer in the form attached to the Stage I Note and (b) a letter substantially in the form set forth in Exhibit C hereto.

(ii)     If the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the Regulation S Global Note, upon receipt by the Registrar of (x) the items required by paragraph (i) above and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the QIB Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note to be so transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of such Regulation S Global Note.

(b)           Transfers Pursuant to Regulation S.  The following provisions shall apply with respect to registration of any proposed transfer of a Transfer Restricted Note pursuant to Regulation S:

(i)      The Registrar shall register any proposed transfer of a Transfer Restricted Note pursuant to Regulation S by a Holder upon receipt of (a) an appropriately completed certificate of transfer in the form attached to the Stage I Note and (b) a letter substantially in the form set forth in Exhibit D hereto from the proposed transferor.

(ii)     If the proposed transferee is an Agent Member holding a beneficial interest in a QIB Global Note and the Transfer Restricted Note to be transferred consists of an interest in a QIB Global Note, upon receipt by the Registrar of (x) the letter, if any, required by paragraph (i) above and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note to be transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the QIB Global Note.

(c)           [reserved].

(d)           Restricted Notes Legend.  Upon the transfer, exchange or replacement of Unrestricted Notes, the Registrar shall deliver Unrestricted Notes that do not bear the Restricted Notes Legend.  Upon the transfer, exchange or replacement of Transfer Restricted Notes, the Registrar shall deliver only Transfer Restricted Notes that bear the Restricted Notes Legend unless the Restricted Notes Legend is no longer required by this Section 2.16(d), or the Stage I Issuer determines and there is delivered to the Stage I Trustee an Opinion of Counsel reasonably satisfactory to the Stage I Trustee and a letter of representation of the Stage I Issuer reasonably satisfactory to the Stage I Trustee to the effect that neither such legend nor the related restrictions on transfer are required or appropriate in order to ensure that subsequent transfers of the Stage I Notes are effected in compliance with the Securities Act.

(e)           General.  By its acceptance of any Stage I Note bearing the Restricted Notes Legend, each Holder of such a Stage I Note acknowledges receipt of a Transfer Restricted Note with restrictions on transfer

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of such Stage I Note set forth in this Indenture and in the Restricted Notes Legend and agrees that it shall transfer such Stage I Note only as provided in this Indenture.

The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.16.

ARTICLE III

REDEMPTION AND PREPAYMENT

SECTION 3.1     Notices to Stage I Trustee.

If the Stage I Issuer elects to redeem Stage I Notes pursuant to the optional redemption provisions of Section 3.7 hereof, it shall furnish to the Stage I Trustee, at least forty-five (45) days (or such shorter period as is acceptable to the Stage I Trustee) before a date fixed for redemption (the “redemption date”), an Officers’ Certificate setting forth (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Stage I Notes to be redeemed and (iv) the Redemption Price.

SECTION 3.2     Selection of Stage I Notes to Be Redeemed.

If less than all of the Stage I Notes are to be redeemed, the Stage I Trustee, upon written direction of the Stage I Issuer and with two (2) Business Days’ notice, shall select the Stage I Notes or portions thereof to be redeemed by lot, pro rata or by any other method as the Stage I Trustee shall deem appropriate (subject to The Depository Trust Company’s procedures as applicable).  No Stage I Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be delivered (to the extent permitted by Applicable Procedures or regulations, delivered electronically (and shall, in any event, be delivered concurrently with any corresponding notice by the Stage I Issuer to the Holders of the Existing Notes)) at least 30 days before the redemption date to each Holder of Stage I Notes to be redeemed at its registered address.  If any Stage I Note is to be redeemed in part only, the notice of redemption that relates to such Stage I Note shall state the portion of the principal amount thereof to be redeemed.  A new Stage 1 Note in principal amount equal to the unredeemed portion of the original Stage I Note will be issued in the name of the Holder thereof upon cancellation of the original Stage I Note.  Stage I Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Stage I Notes or portions of them called for redemption.  The Stage I Trustee shall make the selection from the Stage 1 Notes outstanding and not previously called for redemption and shall promptly notify the Stage I Issuer in writing of the Stage I Notes selected for redemption.  The Stage I Trustee may select for redemption portions (equal to $1,000 or any integral multiple thereof) of the principal of the Stage I Notes that have denominations larger than $2,000.

The Stage I Issuer may provide in any notice delivered in connection with any such redemption that payment of the redemption price and performance of the Stage I Issuer’s obligations may be performed by another Person; provided that the Stage I Issuer shall not be relieved of its obligations thereby.

SECTION 3.3     Notice of Redemption.

Subject to the provisions of Section 3.9, at least 30 days but not more than 60 days before a redemption date, the Stage I Issuer shall mail or cause to be mailed by first class mail, in the case of Certificated Notes, and, to the extent permitted by Applicable Procedures or regulations, electronically, in the case of Global Notes, a notice of redemption to each Holder whose Stage I Notes are to be redeemed at its registered address.

The notice shall identify the Stage I Notes (including the CUSIP numbers, if any) to be redeemed and shall state:

(1)           the redemption date;

(2)           the Redemption Price;

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(3)           if any Stage I Note is being redeemed in part, the portion of the principal amount of such Stage I Notes to be redeemed and that, after the redemption date, upon surrender of such Stage I Note, a new Stage I Note or Stage I Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Stage I Note;

(4)           the name, telephone number and address of the Paying Agent;

(5)           that Stage I Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

(6)           that, unless the Stage I Issuer defaults in making such redemption payment, interest, if any, on Stage I Notes called for redemption ceases to accrue on and after the redemption date;

(7)           the paragraph of the Stage I Notes and/or Section of this Indenture pursuant to which the Stage I Notes called for redemption are being redeemed; and

(8)           that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Stage I Notes.

At the Stage I Issuer’s written request, the Stage I Trustee shall give the notice of redemption in the Stage I Issuer’s name and at the Stage I Issuer’s expense; provided, however, that the Stage I Issuer shall have delivered to the Stage I Trustee at least 45 days prior to the redemption date (or such shorter period as is acceptable to the Stage I Trustee), an Officers’ Certificate requesting that the Stage I Trustee give such notice and setting forth the information to be stated in the notices as provided in the preceding paragraph.  The notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not a Holder receives such notice.  In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Stage I Note shall not affect the validity of the proceeding for the redemption of any other Stage I Note.

SECTION 3.4     Effect of Notice of Redemption.

Except as provided in this Section 3.4, once notice of redemption is mailed in accordance with Section 3.3 hereof, Stage I Notes called for redemption become irrevocably due and payable on the redemption date at the Redemption Price plus accrued and unpaid interest, if any, to such date.  Any redemption and notice of redemption may, at the Stage I Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to an Equity Offering, the consummation of such Equity Offering).  If redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Stage I Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed.

SECTION 3.5     Deposit of Redemption of Purchase Price.

Prior to 10:00 a.m. New York City time, on each redemption date or the date on which Stage I Notes must be accepted for purchase pursuant to Section 4.14, the Stage I Issuer shall deposit with the Stage I Trustee or with the Paying Agent (or, if the Stage I Issuer is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of and accrued and unpaid interest, if any, on all Stage I Notes to be redeemed or purchased on that date.  The Stage I Trustee or the Paying Agent shall promptly return to the Stage I Issuer any money deposited with the Stage I Trustee or the Paying Agent by the Stage I Issuer in excess of the amounts necessary to pay the Redemption Price of (including any Applicable Premium), and accrued interest, if any, on, all Stage I Notes to be redeemed or purchased.

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SECTION 3.6     Notes Redeemed in Part.

Upon surrender of a Stage I Note that is redeemed in part, the Stage I Issuer shall issue and, upon receipt of a Stage I Issuer Order, the Stage I Trustee shall authenticate for the Holder at the expense of the Stage I Issuer a new Stage I Note equal in principal amount to the unredeemed portion of the Stage I Note surrendered.

SECTION 3.7     Optional Redemption.

In the event that the Stage I Issuer optionally redeems some or all of the Existing Notes in accordance with the Existing Indenture (other than with the proceeds of an Equity Offering), then the Stage I Notes shall be redeemed, in whole or in part in the same proportion as such Existing Notes, upon not less than 30 nor more than 60 days’ prior notice (which notice shall, in any event, be delivered concurrently with the corresponding notice by the Stage I Issuer to the holders of the Existing Notes) delivered to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the Stage I Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest (including, for the avoidance of doubt, pre-issuance interest), if any, to but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).  For the avoidance of doubt, such redemption price shall be the same as the redemption price payable in respect of the Existing Notes in accordance with the Existing Indenture (as in effect as of the date hereof).

In the event that the Stage I Issuer redeems the Existing Notes with the net proceeds of one or more Equity Offerings, then the Stage I Issuer shall, in the same proportion as such Existing Notes, redeem up to 35% of the aggregate principal amount of the outstanding Stage I Notes at a Redemption Price equal to 109.25% of the principal amount thereof, plus accrued and unpaid interest (including, for the avoidance of doubt, pre-issuance interest), if any, to but not including the date of redemption; provided that at least 65% of the principal amount of Stage I Notes then outstanding remains outstanding immediately after the occurrence of such redemption (excluding Stage I Notes held by the Stage I Issuer or its Subsidiaries) and that any such redemption occurs within 180 days following the closing of any such Equity Offering.

SECTION 3.8     Mandatory Redemption.

Except as set forth in Section 3.11 of this Indenture, the Stage I Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Stage I Notes.

SECTION 3.9     Offer to Purchase.

In the event that the Stage I Issuer shall be required to commence an Offer to Purchase pursuant to an Asset Sale Offer or as a result of a Change of Control, the Stage I Issuer shall follow the procedures specified below.

Unless otherwise required by applicable law, an Offer to Purchase shall specify an Expiration Date of the Offer to Purchase, which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer, and a Purchase Date for purchase of Stage I Notes within five Business Days after the Expiration Date.  On the Purchase Date, the Stage I Issuer shall purchase the aggregate principal amount of Stage I Notes required to be purchased pursuant to Section 4.10 or 4.14 hereof (the “Offer Amount”), or if less than the Offer Amount has been tendered, all Stage I Notes tendered in response to the Offer to Purchase.  If the Purchase Date is on or after the interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Stage I Note is registered at the close of business on such record date, and no additional interest, if any, shall be payable to the Holders who tender Stage I Notes pursuant to the Offer to Purchase.  The Stage I Issuer shall notify the Stage I Trustee at least 15 days (or such shorter period as is acceptable to the Stage I Trustee) prior to the mailing of the Offer of the Stage I Issuer’s obligation to make an Offer to Purchase, and the Offer shall be delivered by the Stage I Issuer or, at the Stage I Issuer’s request, by the Stage I Trustee in the name and at the expense of the Stage I Issuer.  The Offer shall contain all instructions and materials necessary to enable such Holders to tender Stage I Notes pursuant to the Offer to Purchase.

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On the Business Day preceding each Purchase Date, the Stage I Issuer shall irrevocably deposit with the Stage I Trustee or Paying Agent (or, if the Stage I Issuer or a Subsidiary is the Paying Agent, shall segregate and hold in trust) in immediately available funds the aggregate purchase price equal to the Offer Amount, together with accrued and unpaid interest, if any, thereon, to be held for payment in accordance with the terms of this Section 3.9.  On the Purchase Date, the Stage I Issuer shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary in the case of an Asset Sale Offer, the Offer Amount of Stage I Notes or portions thereof tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Stage I Notes tendered, (ii) deliver or cause the Paying Agent or Depositary, as the case may be, to deliver to the Stage I Trustee Stage I Notes so accepted and (iii) deliver to the Stage I Trustee an Officers’ Certificate stating that such Stage I Notes or portions thereof were accepted for payment by the Stage I Issuer in accordance with the terms of this Section 3.9.  The Stage I Issuer shall promptly (but in any case not later than three (3) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Stage I Notes tendered by such Holder and accepted by the Stage I Issuer for purchase, plus any accrued and unpaid interest, if any, thereon, and the Stage I Issuer shall promptly issue a new Stage I Note, and the Stage I Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver at the expense of the Stage I Issuer such new Stage I Note to such Holder, equal in principal amount to any unpurchased portion of such Holder’s Stage I Notes surrendered.  Any Stage I Note not so accepted shall be promptly mailed or delivered by the Stage I Issuer to the Holder thereof.  The Stage I Issuer shall publicly announce in a newspaper of general circulation or in a press release provided to a nationally recognized financial wire service the results of the Offer to Purchase on the Purchase Date.

SECTION 3.10[reserved].

SECTION 3.11Stage II Notes Exchange Redemption.

(a)On the date hereof, and in no event later than 1 business days hereafter, the Stage I Issuer shall give the Stage I Trustee and Holders prompt, at least one (1) business day’s (but no more than fifteen (15) business days’) prior written notice of a redemption by telecopier, courier or first-class mail, and to the extent permitted by applicable law and regulation, electronically in the case of Global Notes, to the Stage I Trustee’s corporate trust office and each Holder’s registered address and redeem all of the Stage I Notes then outstanding (the “Stage II Notes Exchange Redemption”) at a redemption price equal to 100% of the aggregate principal amount thereof.  Notwithstanding anything to the contrary in any Stage I Note or any other Stage I Indenture Document, the consideration paid to each Holder on the date of such Stage II Notes Exchange Redemption (the “Exchange Redemption Date”) to redeem its Stage I Notes shall only consist of Stage II Notes issued by Stage I Issuer in exchange for an equal principal amount of such Stage I Notes and having the same terms as the Existing Notes.  Unless the Exchange Redemption Date is a scheduled interest payment date for the Stage I Notes, the Stage I Issuer shall not be obligated to pay to any Holder any accrued and unpaid interest to the Exchange Redemption Date in connection with the Stage II Notes Exchange Redemption, which accrued and unpaid interest will be evidenced by the Stage II Notes issued to such Holder in exchange for its Stage I Notes (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).

(b)The Stage I Issuer will only pay such redemption price for any Stage I Note through the issuance of a Stage II Note having an equal principal amount. On and after the Exchange Redemption Date, interest will cease to accrue on Stage I Notes called for redemption and the Stage I Notes and this Indenture will be deemed to have been satisfied and discharged in full as long as the Stage I Issuer has issued to each Holder of Stage II Notes in accordance with clause (a) above.

ARTICLE IV

COVENANTS

SECTION 4.1Payment of Stage I Notes.

The Stage I Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Stage I Notes on the dates and in the manner provided in the Stage I Notes.  Principal, premium, if any, and interest shall be

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considered paid for all purposes hereunder on the date the Paying Agent, if other than the Stage I Issuer or a Subsidiary, holds, as of 10:00 a.m. (New York City time), money deposited by the Stage I Issuer in immediately available funds and designated for and sufficient to pay all such principal, premium, if any, and interest then due.

The Stage I Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Stage I Notes to the extent lawful; it shall pay interest (including post-petition 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 4.2Maintenance of Office or Agency.

The Stage I Issuer shall maintain an office or agency (which may be an office of the Stage I Trustee or an Affiliate of the Stage I Trustee or Registrar) where Stage I Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Stage I Issuer in respect of the Stage I Notes and this Indenture may be served.  The Stage I Issuer shall give prompt written notice to the Stage I Trustee of the location, and any change in the location, of such office or agency.  The Stage I Issuer hereby designates the Corporate Trust Office of the Stage I Trustee as one such office or agency of the Stage I Issuer in accordance with Section 2.3 hereof.  If at any time the Stage I Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Stage I Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Stage I Trustee and the Stage I Issuer hereby appoints the Stage I Trustee its agent to receive all such presentations, surrenders, notices and demands.

The Stage I Issuer may also from time to time designate one or more other offices or agencies where the Stage I Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.  The Stage I Issuer shall give prompt written notice to the Stage I Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 4.3Provision of Financial Information.

Whether or not required by the Commission, so long as any Stage I Notes are outstanding, the Stage I Issuer will furnish without cost to the Stage I Trustee and the Holders of Stage I Notes, or file electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system), within 15 days after the time periods specified in the Commission’s rules and regulations:

(1)    all quarterly and annual reports, including financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Stage I Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Stage I Issuer’s certified independent accountants; and

(2)    all current reports that would be required to be filed with the Commission on Form 8-K if the Stage I Issuer were required to file such reports,

in each case, prepared in a manner that complies in all material respects with the requirements specified in such form.

Notwithstanding the provisions of the foregoing, (a) the Stage I Issuer may satisfy its obligations to deliver the information and reports referred to in clauses (1) and (2) above by filing the same with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and (b) unless required by the rules and regulations of the Commission (as such rules and regulations may be waived by the Commission) following the completion of the exchange offer for the Existing Notes pursuant to the Registration Rights Agreement (as defined in the Existing Indenture):

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(i)no certifications or attestations concerning disclosure controls and procedures or internal controls, and no certifications or attestations, that would otherwise be required pursuant to the Sarbanes-Oxley Act of 2002 will be required at any time when the Stage I Issuer would not otherwise be subject to such statute,

(ii)nothing contained in this Indenture shall otherwise require the Stage I Issuer to comply with the terms of the Sarbanes-Oxley Act of 2002 at any time when it would not otherwise be subject to such statute,

(iii)no additional disclosures or financial statements required by Rule 3-10 or Rule 3-16 of Regulation S-X promulgated under the Securities Act shall be required, and

(iv)the Stage I Issuer shall not be required to comply with the requirements of Rule 3-05 and Article 11 of Regulation S-X with respect to the probable or completed acquisition of any business out of bankruptcy to the extent the Stage I Issuer determines, reasonably and in good faith, that such audited and unaudited historical information is not available without unreasonable expense or effort (which determination shall be evidenced by a certificate of the principal financial officer of the Stage I Issuer to the Stage I Trustee on behalf of the holders), in which case the Stage I Issuer shall deliver (A) the financial statements actually received by the Stage I Issuer in connection with the acquisition, whether or not audited, together with a pro forma balance sheet and other pro forma information that may reasonably be prepared by the Stage I Issuer showing the effect of the acquisition on the Stage I Issuer in a manner that is as consistent with the requirements and principles of Article 11 of Regulation S-X as is reasonably practicable, and (B) any other financial statements or other information delivered to any other holder of Debt or Capital Interests in the Stage I Issuer.

In addition, the Stage I Issuer and the Guarantors have agreed that, for so long as any Stage I Notes remain outstanding, they will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

The Issuer shall maintain a website to which Holders of Stage I Notes and prospective Holders of Stage I Notes (limited to prospective investors who are “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or are non-U.S. Persons as defined in Regulation S under the Securities Act, in each case that certify their status to the reasonable satisfaction of the Issuer) and securities analysts and market makers are given access and to which all of the reports and notices required by this Section 4.3 are posted or shall file such information with the Commission.

So long as any Stage I Notes are outstanding, the Stage I Issuer will also, within 15 Business Days after furnishing the Stage I Trustee with the annual and quarterly information required pursuant to clause (1) of this Section, hold a conference call to discuss such reports and the results of operations for the relevant reporting period.  The website referenced in the preceding paragraph will permit subscription for electronic notices.  Through such subscription function, the Stage I Issuer will issue or cause to be issued electronic notice to subscribers at least two Business Days prior to the date of the conference call required to be held pursuant to this paragraph, with such notice to include the time and date set for the conference call and any information necessary to access the call.

If the Stage I Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent such Unrestricted Subsidiaries constitute in the aggregate in excess of either 5% of the Stage I Issuer’s Consolidated Net Tangible Assets or 5% of the Stage I Issuer’s consolidated revenues, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Stage I Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Stage I Issuer.

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SECTION 4.4Compliance Certificate.

The Stage I Issuer shall deliver to the Stage I Trustee (to the extent delivered to the Stage II Trustee in accordance with the Existing Indenture), within 120 days after the end of each fiscal year commencing December 31, 2013, an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Stage I Issuer they would normally have knowledge of any Default or stating that a review of the activities of the Stage I Issuer and its Subsidiaries during such period has been made under their supervision with a view to determining whether the Stage I Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that, to his or her knowledge, no Default or Event of Default has occurred during such period (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Stage I Issuer is taking or proposes to take with respect thereto).

The Stage I Issuer shall, so long as any of the Stage I Notes are outstanding, deliver to the Stage I Trustee, forthwith upon becoming aware and in any event within 15 days of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Stage I Issuer is taking or proposes to take with respect thereto.

SECTION 4.5Taxes.

The Stage I Issuer shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency all material taxes, assessments and governmental levies, except such as are contested in good faith and by appropriate proceedings and with respect to which appropriate reserves have been taken in accordance with GAAP or where the failure to effect such payment is not adverse in any material respect to the Holders of the Stage I Notes.

SECTION 4.6Stay,  and Usury Laws.

The Stage I Issuer 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 Indenture; and the Stage I Issuer and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Stage I Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.7Limitation on Restricted Payments.

The Stage I Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment unless, at the time of the proposed Restricted Payment:

(a)no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof;

(b)after giving effect to such Restricted Payment, the Stage I Issuer would be permitted to Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.9(a); and

(c)after giving effect to such Restricted Payment, the aggregate amount expended or declared for all Restricted Payments made on or after June 18, 2013 (excluding Restricted Payments permitted by clauses (ii) through (ix) and (xii) of the next succeeding paragraph), shall not exceed the sum (without duplication) of:

(1)50% of the Consolidated Net Income (or if Consolidated Net Income shall be a deficit, 100% of such deficit) of the Stage I Issuer and its Restricted Subsidiaries for the period (taken as one accounting period) from the first day of the first fiscal quarter beginning after June 

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18, 2013 to the end of the Stage I Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, plus

(2)100% of the aggregate Net Cash Proceeds, and the Fair Market Value of property or assets or marketable securities, received by the Stage I Issuer subsequent to the initial issuance of the Stage I Notes either (i) as a contribution to its common equity capital or (ii) from the issuance and sale (other than to a Restricted Subsidiary) of its Qualified Capital Interests, including Qualified Capital Interests issued upon the conversion of Debt or Redeemable Capital Interests of the Stage I Issuer, and from the exercise of options, warrants or other rights to purchase such Qualified Capital Interests (other than, in each case, Capital Interests or Debt sold to a Subsidiary of the Stage I Issuer), plus

(3)100% of the amount by which Debt of the Stage I Issuer is reduced on the Stage I Issuer’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Stage I Issuer) subsequent to the initial issuance of the Stage I Notes of any Debt for Qualified Capital Interests of the Stage I Issuer (less the amount of any cash, or the fair value of any other property, distributed by the Stage I Issuer upon such conversion or exchange), plus

(4)100% of the net reduction in Investments (other than Permitted Investments), subsequent to June 18, 2013, in any Person, resulting from (x) payments of interest on Debt, dividends, distributions, redemption, repurchases, repayments of loans or advances or other transfers of assets (but only to the extent such interest, dividends, distributions, redemptions, repurchases, repayments or other transfers were made in (i) cash or (ii) assets (valued at Fair Market Value) other than cash (other than pay-in-kind dividends or interest)), in each case to the Stage I Issuer or any Restricted Subsidiary from any Person (including, without limitation, an Unrestricted Subsidiary), (y) the sale or other disposition (other than to the Stage I Issuer or a Restricted Subsidiary) thereof made by the Stage I Issuer and the Restricted Subsidiaries or (z) the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, in each case, not to exceed in the case of any Person the amount of Investments (other than Permitted Investments) previously made by the Stage I Issuer or any Restricted Subsidiary in such Person.

Notwithstanding the foregoing provisions, the Stage I Issuer and the Restricted Subsidiaries may take the following actions; provided that, in the cases of clauses (iv) and (x) below, no Default or Event of Default has occurred and is continuing unless, in the case of clause (iv), the Stage I Issuer or any Restricted Subsidiary is contractually required to make a payment as described in such clause (iv):

(i)the payment of any dividend or other distribution on, or the consummation of any irrevocable redemption of, Capital Interests in the Stage I Issuer or a Restricted Subsidiary within 60 days after declaration or setting the record date for redemption thereof, as applicable, if at such date such payment would not have been prohibited by the provisions of this Section 4.7;

(ii)the retirement of any Capital Interests of the Stage I Issuer by conversion into, or by or in exchange for, Qualified Capital Interests, or out of net cash proceeds of the sale (other than to a Subsidiary of the Stage I Issuer) of Qualified Capital Interests of the Stage I Issuer occurring within 60 days prior to such retirement, or the making of other Restricted Payments out of the net cash proceeds of the sale (other than to a Subsidiary of the Stage I Issuer) of Qualified Capital Interests of the Stage I Issuer occurring within 60 days prior to such Restricted Payment;

(iii)the redemption, defeasance, repurchase or acquisition or retirement for value of any Debt of the Stage I Issuer or a Guarantor that is subordinate in right of payment to the Stage I Notes or the applicable Note Guarantee out of the net cash proceeds of an issue and sale (other than to a Subsidiary of the Stage I Issuer) of (x) new Refinancing Debt Incurred in accordance with this Indenture or (y) Qualified Capital Interests of the Stage I Issuer, in the case of (x) and (y), occurring within 60 days prior to such redemption, defeasance, repurchase, acquisition or retirement;

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(iv)the purchase, redemption, retirement or other acquisition for value of Capital Interests in the Stage I Issuer held by employees, officers or directors or by former employees, officers or directors of the Stage I Issuer or any Restricted Subsidiary (or their estates or beneficiaries under their estates) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided that the aggregate consideration paid for such purchase, redemption, retirement or other acquisition of such Capital Interests does not exceed the sum of (A) $5,000,000 in any fiscal year (provided that if less than $5,000,000 is used for such purposes in any fiscal year, any unused amounts may be carried forward for use in one or more future periods; provided, further, that the aggregate amount of repurchases made pursuant to this clause (iv) (A) may not exceed $10,000,000 in any fiscal year); plus (B) the cash proceeds of key man life insurance policies received by the Stage I Issuer and its Restricted Subsidiaries after June 18, 2013 (it being understood that the Stage I Issuer may elect to apply all or any portion of the aggregate increase contemplated by this clause (B) in any calendar year);

(v)repurchase of Capital Interests in the Stage I Issuer deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities to the extent such Capital Interests represent a portion of the exercise price of those stock options, warrants or other convertible or exchangeable securities or repurchase of such Capital Interests to the extent the proceeds of such repurchase are used to pay taxes incurred by the holder thereof as a result of the issuance or grant thereof;

(vi)the prepayment of intercompany Debt, the Incurrence of which was permitted pursuant to Section 4.9;

(vii)cash payment, in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Capital Interests of the Stage I Issuer or a Restricted Subsidiary;

(viii)(I) the declaration and payment of dividends (a) to holders of any class or series of Redeemable Capital Interests of the Stage I Issuer or any Restricted Subsidiary issued or Incurred in compliance with Section 4.9 or (b) to holders of Stage I Issuer’s Series A Preferred Stock, Series B Non-Convertible Preferred Stock and Series C Non-Convertible Preferred Stock until consummation of the Transactions and to holders of up to $10,000,000 stated value of the Stage I Issuer’s Series B Preferred Stock not repurchased or redeemed in the Transactions, in each case, (x) in accordance with the certificates of designation governing the Series A Preferred Stock, Series B Non-Convertible Preferred Stock and Series C Non-Convertible Preferred Stock (in each case as in effect as of June 18, 2013) and (y) so long as no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof; and (II) the repurchase or redemption of the Stage I Issuer’s Series B Non-Convertible Preferred Stock not repurchased or redeemed in the Transactions, (x) in accordance with the certificate of designations governing the Series B Non-Convertible Preferred Stock (as in effect as of June 18, 2013) and (y) solely with respect to any such repurchase or redemption on or prior to March 31, 2016, so long as (i) no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof and (ii) immediately after giving effect to such repurchase or redemption, the Stage I Issuer could Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.9(a);

(ix)upon the occurrence of a Change of Control or an Asset Sale, the defeasance, redemption, repurchase or other acquisition of any subordinated Debt pursuant to provisions substantially similar to those set forth in Sections 4.10 and 4.14 in accordance with the terms of such subordinated Debt; provided that prior to or contemporaneously with such defeasance, redemption, repurchase or other acquisition, the Stage I Issuer has made an Offer to Purchase with respect to the Stage I Notes and has repurchased all Stage I Notes validly tendered for payment and not withdrawn in connection therewith;

(x)other Restricted Payments in an aggregate amount since June 18, 2013 not in excess of $15,000,000;

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(xi)the declaration and payment of dividends on the Stage I Issuer’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following any Qualified Equity Offering after June 18, 2013, of up to 6% per annum of the net cash proceeds received by or contributed to the Stage I Issuer in the form of Qualified Capital Interests in or from such offering; and

(xii)the consummation of the Transactions.

For purposes of this Section 4.7, if any Investment or Restricted Payment would be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Investments,” the Stage I Issuer may classify such Investment or Restricted Payment in any manner that complies with this Section 4.7 and may later reclassify any such Investment or Restricted Payment so long as the Investment or Restricted Payment (as so reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

If any Person in which an Investment is made, which Investment constitutes a Restricted Payment when made, thereafter becomes a Restricted Subsidiary in accordance with this Indenture, all such Investments previously made in such Person shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to clause (c) of the first paragraph under this Section 4.7 or clause (x) of the second paragraph under this Section 4.7, in each case to the extent such Investments would otherwise be so counted.

If the Stage I Issuer or a Restricted Subsidiary transfers, conveys, sells, leases or otherwise disposes of an Investment in accordance with Section 4.10, which Investment was originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph of this Section 4.7, the aggregate amount expended or declared for all Restricted Payments shall be reduced by the lesser of (i) the Net Cash Proceeds from the transfer, conveyance, sale, lease or other disposition of such Investment or (ii) the amount of the original Investment, in each case, to the extent originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph of this Section 4.7.

For purposes of this Section 4.7, if a particular Restricted Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment.

SECTION 4.8Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries.

The Stage I Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, cause or suffer to exist or become effective or enter into any encumbrance or restriction (other than pursuant to this Indenture, law, rules or regulation) on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Interests owned by any of the Stage I Issuer or Restricted Subsidiaries or pay any Debt or other obligation owed to any of the Stage I Issuer or Restricted Subsidiaries, (ii) make loans or advances to any of the Stage I Issuer or Restricted Subsidiaries thereof or (iii) transfer any of its property or assets to the Stage I Issuer or any Restricted Subsidiaries.

However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of:

(a)any encumbrance or restriction in existence on June 18, 2013 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings, in the good faith judgment of the Stage I Issuer, are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on June 18, 2013;

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(b)any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of the acquisition thereof by the Stage I Issuer or a Restricted Subsidiary);

(c)any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary after June 18, 2013, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;

(d)any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive, taken as a whole, to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended;

(e)customary provisions restricting subletting or assignment of any lease, contract, or license of the Stage I Issuer or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder;

(f)any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property;

(g)any encumbrance or restriction by reason of applicable law, rule, regulation or order;

(h)any encumbrance or restriction under this Indenture, the Stage I Notes and the Note Guarantees;

(i)restrictions on cash, Eligible Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(j)provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

(k)any instrument governing Debt or Capital Interests of a Person acquired by the Stage I Issuer or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(l)Liens securing Debt otherwise permitted to be incurred under this Indenture, including pursuant to Section 4.12, that limit the right of the debtor to dispose of the assets subject to such Liens;

(m)provisions of any Credit Facility and Existing Intercreditor Agreement as in effect on June 18, 2013 and provisions of any other Credit Facility or Existing Intercreditor Agreement that, as determined by management of the Stage I Issuer in its reasonable and good faith judgment, (i) will not materially impair the Stage I Issuer’s ability to make payments required under the Stage I Notes and (ii) are not materially more restrictive, taken as a whole, than the provisions under any Credit Facility or Existing Intercreditor Agreement, as the case may be, as in effect on June 18, 2013;

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(n)provisions of any agreement evidencing Debt incurred under Section 4.9 that, as determined by management of the Stage I Issuer in its reasonable and good faith judgment, (i) will not materially impair the Stage I Issuer’s ability to make payments required under the Stage I Notes and (ii) are not materially more restrictive, taken as a whole, than customary for financings of this type;

(o)any encumbrance or restriction pursuant to Purchase Money Debt and Capital Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature discussed in clause (iii) of the first paragraph of this Section 4.8 on the property so acquired; and

(p)any customary encumbrances or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Interests or assets of the Stage I Issuer or any Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition.

SECTION 4.9Limitation on Incurrence of Debt.

(a)The Stage I Issuer will not, and will not permit any of the Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided that the Stage I Issuer and any of the Restricted Subsidiaries that is a Guarantor may Incur Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Stage I Issuer and its Restricted Subsidiaries would be greater than 2.0:1.0 and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt.

(b)Notwithstanding Section 4.9(a), the Stage I Issuer and the Restricted Subsidiaries may Incur “Permitted Debt” as follows:

(i)    Debt incurred pursuant to, and the issuance or creation of letters of credit and bankers’ acceptances under or in connection with (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the maximum potential liability of the Stage I Issuer and its Restricted Subsidiaries thereunder), any Credit Facility in an aggregate principal amount outstanding under this clause (i) at any time not to exceed the greatest of (x) $100,000,000, (y) the Borrowing Base as of the date of such incurrence or (z) an amount such that the ABL Priority Leverage Ratio of the Stage I Issuer and its Restricted Subsidiaries would not exceed 1.75 to 1.00.

(ii)    Debt outstanding under the Stage I Notes and the Existing Notes and Guarantees of the Stage I Notes and the Existing Notes and contribution, indemnification and reimbursement obligations owed by the Stage I Issuer or any Guarantor to any of the other of them in respect of amounts paid or payable on such Stage I Notes and the Existing Notes;

(iii)    Debt, or pension withdrawal liabilities reflected in the most recent consolidated balance sheet of the Stage I Issuer as of June 18, 2013 that subsequently becomes Debt, of the Stage I Issuer or any Restricted Subsidiary outstanding as of June 18, 2013 (other than clause (i) or (ii) above), including, without limitation, the 2015 Notes until their repurchase or redemption with the net proceeds of the issuance of Existing Notes;

(iv)    Debt Incurred following June 18, 2013 that is owed to and held by the Stage I Issuer or a Restricted Subsidiary; provided that if such Debt is owed by the Stage I Issuer or a Guarantor to a Restricted Subsidiary that is not a Guarantor, such Debt shall be subordinated to the prior payment in full of the Obligations;

(v)    Guarantees Incurred by the Stage I Issuer or a Restricted Subsidiary of Debt or other obligations of the Stage I Issuer or a Restricted Subsidiary (including Guarantees by any Restricted Subsidiary of Debt under any Credit Facility); provided that (a) such Debt is Permitted Debt or is otherwise Incurred in accordance with this Section 4.9 and (b) such Guarantees are subordinated to the Stage I Notes to the same extent as the Debt being guaranteed;

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(vi)    Debt Incurred in respect of workers’ compensation claims, general liability or trucker’s liability claims, unemployment or other insurance and self-insurance obligations, payment obligations in connection with health or other types of social security benefits, indemnity, bid, performance, warranty, release, judgment, appeal, advance payment, customs, surety and similar bonds, letters of credit for operating purposes and completion guarantees and warranties provided or Incurred (including Guarantees thereof) by the Stage I Issuer or a Restricted Subsidiary in the ordinary course of business;

(vii)    Debt under Hedging Obligations entered into to manage fluctuations in interest rates, commodity prices and currency exchange rates (and not for speculative purposes);

(viii)    Debt of the Stage I Issuer or any Restricted Subsidiary pursuant to Capital Lease Obligations and Purchase Money Debt; provided that the aggregate principal amount of such Debt outstanding at any time under this clause (viii) may not exceed the greater of (a) $15,000,000 or (b) 5.0% of Total Assets, in the aggregate;

(ix)    the issuance by any of the Restricted Subsidiaries to the Stage I Issuer or to any of the Restricted Subsidiaries of shares of preferred stock; provided, however, that:

(a)    any subsequent issuance or transfer of Capital Interests that results in any such preferred stock being held by a Person other than the Stage I Issuer or Restricted Subsidiaries; and

(b)    any sale or other transfer of any such preferred stock to a Person that is not either the Stage I Issuer or a Restricted Subsidiary;

shall be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (ix);

(x)    Debt arising from (x) customary cash management, cash pooling or setting off arrangements, and automated clearing house transactions, (y) any Bank Product (excluding Hedging Obligations entered into for speculative purposes) or (z) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that any such Debt Incurred pursuant to clause (z) is extinguished within five Business Days of the Incurrence;

(xi)    Debt of the Stage I Issuer or any Restricted Subsidiary not otherwise permitted pursuant to this definition (including additional Debt under the ABL Credit Agreement, Purchase Money Debt and Capital Lease Obligations), in an aggregate principal amount not to exceed $15,000,000 at any time outstanding;

(xii)    Refinancing Debt in respect of any Debt permitted by clauses (ii) and (iii) above, this clause (xii), clause (xiii) below or Debt Incurred in accordance with clause (a) of this Section 4.9;

(xiii)    Acquired Debt incurred by a Restricted Subsidiary prior to the time that such Restricted Subsidiary was acquired or merged into the Stage I Issuer and was not Debt incurred in connection with, or in contemplation of, such acquisition or merger; provided that immediately after giving effect to any such acquisition or merger on a pro forma basis, the Stage I Issuer (x) could Incur $1.00 of additional Debt (other than Permitted Debt) in accordance with clause (a) of this Section 4.9 or (y) the Consolidated Fixed Charge Coverage Ratio for the Stage I Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Stage I Issuer and its Restricted Subsidiaries immediately prior to such acquisition or merger;

(xiv)    Debt consisting of Debt issued by the Stage I Issuer or any of its Restricted Subsidiaries to current or former officers, directors, employees and consultants thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Stage I Issuer or any direct or indirect parent company of the Stage I Issuer to the extent permitted pursuant to clause (iv) of the second paragraph of Section 4.7;

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(xv)    Debt of the Stage I Issuer to a Restricted Subsidiary; provided that any such Debt owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Stage I Notes; provided, further, that any subsequent issuance or transfer of any capital stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Debt (except to the Stage I Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Debt not permitted by this clause (xv);

(xvi)    Debt of a Restricted Subsidiary to the Stage I Issuer or another Restricted Subsidiary; provided that, if a Guarantor incurs such Debt to a Restricted Subsidiary that is not a Guarantor, such Debt is expressly subordinated in right of payment to the Guarantee of such Guarantor; provided, further, that any subsequent issuance or transfer of capital stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Stage I Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Debt not permitted by this clause (xvi);

(xvii)    Debt in respect of customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business;

(xviii)    Debt of the Stage I Issuer or any Restricted Subsidiary consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business;

(xix)    Debt Incurred by the Stage I Issuer or any Restricted Subsidiary for pension fund withdrawal or partial withdrawal obligations in an amount not to exceed, in the aggregate at any one time outstanding, $5,000,000; and

(xx)    Debt of Restricted Subsidiaries of the Stage I Issuer that are not Guarantors in an amount not to exceed, in the aggregate at any one time outstanding, $7,500,000.

(c)For purposes of determining compliance with this Section 4.9, (x) the outstanding principal amount of any Debt shall be counted only once such that (without limitation) any obligation arising under any Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included and (y) except as provided above, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and Section 4.9(a), the Stage I Issuer, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt and such Debt need not be permitted solely by reference to one provision of this Section 4.9 but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.9.

(d)The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the forms of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms and changes in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Debt or issuance of Capital Interests for purposes of this Section 4.9.

(e)Notwithstanding anything to the contrary herein, the maximum amount of Debt that may be outstanding pursuant to this Section 4.9 will not be deemed exceeded due to the results of fluctuations in exchange rates or currency values.  For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred.

(f)None of the Stage I Issuer and Guarantors will Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Stage I Notes and the Note Guarantees to at least the same extent; provided that Debt will not be considered subordinate or junior

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in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

SECTION 4.10Limitation on Asset Sales.

(a)The Stage I Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly consummate an Asset Sale of any Notes Collateral, unless:

(1)other than in the case of an Event of Loss, the Stage I Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of;

(2)other than in the case of an Event of Loss, at least 75% of the consideration therefor received by the Stage I Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash, Eligible Cash Equivalents or Additional Assets;

(3)to the extent that any consideration received by the Stage I Issuer or a Restricted Subsidiary in such Asset Sale constitute securities or other assets that constitute Collateral, such securities or other assets, including the assets of any Person that becomes a Guarantor as a result of such transaction, are following their acquisition added to the Collateral securing the Stage I Notes in accordance with the requirements of the Security Documents and the Existing Intercreditor Agreement; and

(4)no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale.

Within 365 days after the Stage I Issuer’s or a Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale covered by this clause (a), the Stage I Issuer or such Restricted Subsidiary, at its option, may apply the Net Cash Proceeds from such Asset Sale:

(i)to make one or more offers to the Holders of the Stage I Notes and holders of the Existing Notes (and, at the option of the Stage I Issuer, the holders of Permitted Additional Pari Passu Obligations) to purchase Stage I Notes and Existing Notes (and such Permitted Additional Pari Passu Obligations) pursuant to and subject to the conditions contained in this Indenture (each, an “Asset Sale Offer”); provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to this clause (i), the Stage I Issuer or such Restricted Subsidiary shall permanently retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, that if the Stage I Issuer or such Restricted Subsidiary shall so reduce any Permitted Additional Pari Passu Obligations, the Stage I Issuer will equally and ratably reduce Debt under the Stage I Notes by making an offer to all Holders of Stage I Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of the Stage I Notes, such offer to be conducted in accordance with the procedures set forth below for an Asset Sale Offer but without any further limitation in amount; or

(ii)to an Investment in (a) any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Interests and results in the Stage I Issuer or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Interests of such business such that it constitutes a Restricted Subsidiary, (b) properties, (c) capital expenditures or (d) other assets that, in each of (a), (b), (c) and (d), replace the businesses, properties and assets that are the subject of such Asset Sale or are used or useful in a Permitted Business (clauses (a), (b), (c) and (d) together, the “Additional Assets”); provided that to the extent that the assets that were subject to the Asset Sale constituted Notes Collateral, such Additional Assets shall also constitute Notes Collateral; provided, further, that the Stage I Issuer or such Restricted Subsidiary, as the case may be, promptly takes such action (if any) as may be required to cause that portion of such Investment constituting Notes Collateral to be added to the Notes Collateral securing the Stage I Notes;

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provided that in the case of clause (ii) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Stage I Issuer or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, further, that if such commitment is later terminated or cancelled prior to the application of such Net Cash Proceeds, then such Net Cash Proceeds shall constitute Excess Proceeds.

Any Net Cash Proceeds from the Asset Sales covered by this clause (a) that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute “Excess Proceeds.”  Within 15 business days  after the aggregate amount of Excess Proceeds exceeds $10,000,000, the Stage I Issuer shall make an Asset Sale Offer to all Holders of the Stage I Notes, to all Holders of Existing Notes under the Existing Indenture and, if required by the terms of any Permitted Additional Pari Passu Obligations, to the holders of such Permitted Additional Pari Passu Obligations, to purchase the maximum principal amount of Stage I Notes, Existing Notes and such Permitted Additional Pari Passu Obligations that is $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture.  To the extent that the aggregate amount of Stage I Notes, Existing Notes and such Permitted Additional Pari Passu Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Stage I Issuer may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Stage I Notes, Existing Notes or the Permitted Additional Pari Passu Obligations surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Stage I Issuer shall select the Stage I Notes, the Existing Notes and such Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Stage I Notes, Existing Notes or such Permitted Additional Pari Passu Obligations tendered.  Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.  After the Stage I Issuer or any Restricted Subsidiary has applied the Net Cash Proceeds from any Asset Sale of any Notes Collateral as provided in, and within the time periods required by, this clause (a), the balance of such Net Cash Proceeds, if any, from such Asset Sale of Notes Collateral shall be released by the Stage I Collateral Agent to the Stage I Issuer or such Restricted Subsidiary for use by the Stage I Issuer or such Restricted Subsidiary for any purpose not prohibited by the terms of this Indenture.

(b)The Stage I Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly consummate an Asset Sale of any assets that do not constitute Notes Collateral, unless:

(1)other than in the case of an Event of Loss, the Stage I Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Stage I Issuer) of the assets sold or otherwise disposed of;

(2)other than in the case of an Event of Loss, at least 75% of the consideration therefor received by the Stage I Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash, Eligible Cash Equivalents or Additional Assets;

(3)to the extent that any consideration received by the Stage I Issuer and the Restricted Subsidiaries in such Asset Sale constitutes securities or other assets that constitute Collateral, such securities or other assets, including the assets of any Person that becomes a Guarantor as a result of such transaction, are following their acquisition added to the Collateral securing the Stage I Notes in accordance with the requirements of the Security Documents; and

(4)no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale.

Within 365 days after the Stage I Issuer’s or Restricted Subsidiary’s receipt of the Net Cash Proceeds from any such Asset Sale covered by this clause (b), the Stage I Issuer or such Restricted Subsidiary may at its option do any one or more of the following:

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(i)reduce any Debt under the ABL Credit Agreement or any Debt of the Stage I Issuer or a Guarantor that in each case is secured by a Lien on the ABL Collateral that is prior to the Lien on the ABL Collateral in favor of Holders of Stage I Notes, in each case other than Debt owed to the Stage I Issuer or a Subsidiary of the Stage I Issuer (but without, in the case of any reduction of revolving obligations under an asset based revolving credit agreement, the requirement for any permanent reduction in the amount of commitments in respect thereof);

(ii)make an Investment in Additional Assets; provided, further, that the Stage I Issuer or such Restricted Subsidiary, as the case may be, promptly takes such action (if any) as may be required to cause that portion of such Investment constituting Collateral to be added to the Collateral securing the Stage I Notes; or

(iii)to the extent such Net Cash Proceeds are not from Asset Sales of Collateral, permanently reduce Debt of a Restricted Subsidiary that is not a Guarantor, other than Debt owed to a Stage I Issuer, a Guarantor or a Restricted Subsidiary;

provided that in the case of clause (ii) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Stage I Issuer or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, further, that if such commitment is later terminated or cancelled prior to the application of such Net Cash Proceeds, then such Net Cash Proceeds shall constitute Excess Proceeds.

Any Net Cash Proceeds from an Asset Sale of any assets that do not constitute Notes Collateral that are not invested or applied as provided and within the time period set forth in the preceding paragraph will be deemed to constitute “Excess ABL Proceeds”.  Within 15 business days after the aggregate amount of Excess ABL Proceeds exceeds $10,000,000, the Stage I Issuer shall make an offer to all Holders of the Stage I Notes, holders of the Existing Notes, and, if required by the terms of any Permitted Additional Pari Passu Obligations, to the holders of such Permitted Additional Pari Passu Obligations (an “ABL Asset Sale Offer”), to purchase the maximum principal amount of Stage I Notes, Existing Notes and such Permitted Additional Pari Passu Obligations that is $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess ABL Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture.  To the extent that the aggregate amount of Stage I Notes, Existing Notes and such Permitted Additional Pari Passu Obligations tendered pursuant to an ABL Asset Sale Offer is less than the Excess ABL Proceeds, the Stage I Issuer may use any remaining Excess ABL Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Stage I Notes, Existing Notes or the Permitted Additional Pari Passu Obligations surrendered by such holders thereof exceeds the amount of Excess ABL Proceeds, the Stage I Issuer shall select the Stage I Notes, Existing Notes and such Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Stage I Notes, Existing Notes or such Permitted Additional Pari Passu Obligations tendered.  Upon completion of any such ABL Asset Sale Offer, the amount of Excess ABL Proceeds shall be reset at zero.

Pending the final application of any Net Cash Proceeds pursuant to clauses (a) and (b) of this Section 4.10, the Stage I Issuer or the applicable Restricted Subsidiary may apply such Net Cash Proceeds temporarily to reduce Debt outstanding under a revolving credit facility or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Indenture.

(c)For the purposes of this Section 4.10, any sale by the Stage I Issuer or a Restricted Subsidiary of the Capital Interests of the Stage I Issuer or a Restricted Subsidiary that owns assets constituting Notes Collateral or ABL Collateral shall be deemed to be a sale of such Notes Collateral or ABL Collateral (or, in the event of a Restricted Subsidiary that owns assets that include any combination of Notes Collateral and ABL Collateral, a separate sale of each of such Notes Collateral and ABL Collateral).  In the event of any such sale (or a sale of assets that includes any combination of Notes Collateral and ABL Collateral), the proceeds received by the Stage I Issuer and the

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Restricted Subsidiaries in respect of such sale shall be allocated to the Notes Collateral and ABL Collateral in accordance with their respective fair market values, which shall be determined by the Board of Directors of the Stage I Issuer or, at the Stage I Issuer’s election, an independent third party.  In addition, for purposes of this Section 4.10, any sale by the Stage I Issuer or any Restricted Subsidiary of the Capital Interests of any Person that owns only ABL Collateral will not be subject to clause (a) above, but rather will be subject to clause (b) above.

(d)For purposes of this Section 4.10, the following are deemed to be cash or Eligible Cash Equivalents:

(1)any liabilities (as shown on the Stage I Issuer’s, or such Restricted Subsidiary’s, most recent balance sheet or in the notes thereto) of the Stage I Issuer or any Restricted Subsidiary that are assumed by the transferee of any such assets and for which the Stage I Issuer and all Restricted Subsidiaries have been validly released by all creditors in writing; and

(2)any securities received by the Stage I Issuer, a Guarantor or such Restricted Subsidiary from such transferee that are converted by the Stage I Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale.

The Stage I Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Stage I Notes pursuant to an Offer to Purchase.  To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Stage I Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.

SECTION 4.11Limitation on Transactions with Affiliates.

The Stage I Issuer will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of related transactions, contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Stage I Issuer (each of the foregoing, an “Affiliate Transaction”), unless:

(i)such Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Stage I Issuer or the relevant Restricted Subsidiary than those that could reasonably have been obtained in a comparable arm’s-length transaction by the Stage I Issuer or such Restricted Subsidiary with an unaffiliated party; and

(ii)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5,000,000, the Stage I Issuer delivers to the Stage I Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Stage I Issuer approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above; and

(iii)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20,000,000, the Stage I Issuer must obtain and deliver to the Stage I Trustee a written opinion of a nationally recognized investment banking, accounting or appraisal firm (an “Independent Financial Advisor”) stating that the transaction is fair to the Stage I Issuer or such Restricted Subsidiary, as the case may be, from a financial point of view.

The foregoing limitation does not limit, and shall not apply to:

(1)Restricted Payments that are permitted by the provisions of this Indenture pursuant to Section 4.7 or Permitted Investments;

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(2)the payment of reasonable and customary fees and indemnities to members of the Board of Directors of the Stage I Issuer or a Restricted Subsidiary;

(3)the payment (and any agreement, plan or arrangement relating thereto) of reasonable and customary compensation and other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to officers and employees of the Stage I Issuer or any Restricted Subsidiary;

(4)transactions between or among the Stage I Issuer and/or the Restricted Subsidiaries;

(5)the issuance of Capital Interests (other than Redeemable Capital Interests) of the Stage I Issuer otherwise permitted hereunder and the granting of registration and other customary rights in connection therewith;

(6)any agreement or arrangement as in effect on June 18, 2013 and any amendment, extension or modification thereto so long as such amendment, extension or modification is not more disadvantageous to the Holders of the Stage I Notes in any material respect;

(7)any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Stage I Issuer or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto so long as such amendment, extension or modification is not more disadvantageous to the Holders of the Stage I Notes in any material respect;

(8)transactions in which the Stage I Issuer delivers to the Stage I Trustee a written opinion from an Independent Financial Advisor to the effect that the transaction is fair, from a financial point of view, to the Stage I Issuer and any relevant Restricted Subsidiaries;

(9)any contribution of capital to the Stage I Issuer;

(10)the existence of, or the performance by the Stage I Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement) to which it is a party as of June 18, 2013 and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Stage I Issuer or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or any similar agreement entered into after June 18, 2013 shall only be permitted by this clause (10) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect to the Holders when taken as a whole as compared to the original agreement in effect on June 18, 2013;

(11)transactions with customers, clients, suppliers or purchasers or sellers of goods or services that do not directly or indirectly, own Capital Interests in the Stage I Issuer and in which the Stage I Issuer does not, directly or indirectly, own Capital Interests, in each case, in the ordinary course of business and otherwise in compliance with the terms of this Indenture and which are on terms at least as favorable as might reasonably have been obtained at such time in a comparable arm’s-length transaction with an unaffiliated party; and

(12)the Transactions and the payment of all fees and expenses related to the Transactions.

SECTION 4.12Limitation on Liens.

(a)The Stage I Issuer will not, and will not permit any of the Restricted Subsidiaries, directly or indirectly, to enter into, create, incur, assume or suffer to exist any Liens of any kind on or with respect to the Collateral except Permitted Collateral Liens.

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(b)Subject to Section 4.12(a), the Stage I Issuer will not, and will not permit any of the Restricted Subsidiaries, directly or indirectly, to enter into, create, incur, assume or suffer to exist any Liens of any kind, other than Permitted Liens, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom other than the Collateral without securing the Stage I Notes and all other amounts due under this Indenture and the Security Documents (for so long as such Lien exists) equally and ratably with (or prior to) the obligation or liability secured by such Lien.

(c)For purposes of determining compliance with this Section 4.12, (A) a Lien securing an item of Debt need not be permitted solely by reference to the above paragraph or to one category (or portion thereof) of Permitted Liens described in the definition of “Permitted Liens” but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Debt (or any portion thereof) meets the criteria of the above paragraph or one or more of the categories (or portions thereof) of Permitted Liens described in the definition of “Permitted Liens,” the Stage I Issuer shall, in its sole discretion, divide, classify or reclassify, or later divide, classify, or reclassify, such Lien securing such item of Debt (or any portion thereof) in any manner that complies (based on circumstances existing at the time of such division, classification or reclassification) with this Section 4.12.

(d)With respect to any Lien securing Debt that was permitted to secure such Debt at the time of the Incurrence of such Debt, such Lien shall also be permitted to secure any Increased Amount of such Debt.  The “Increased Amount” of any Debt shall mean any increase in the amount of such Debt in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Debt with the same terms or in the form of common equity of the Stage I Issuer or any direct or indirect payment of the Stage I Issuer, the payment of dividends on preferred stock in the form of additional shares of preferred stock of the same class, accretion of original issue discount or liquidation preference and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Debt.

SECTION 4.13Maintenance of Property and Insurance.

Subject to and in compliance with the provisions of Article X and the provisions of the applicable Security Documents, all property (including equipment) material to, and used or useful in the conduct of the business of the Stage I Issuer and its Restricted Subsidiaries, taken as whole, shall be maintained and kept in good operating condition and working order (ordinary wear and tear and casualty loss excepted), and the Stage I Issuer and its Restricted Subsidiaries shall make any repairs, replacements and improvements thereto as they determine to be reasonable and prudent; provided that the Stage I Issuer and its Restricted Subsidiaries shall not be obligated to comply with the foregoing provisions of this Section 4.13 to the extent that the Stage I Issuer’s management determines that the maintenance and repair of such property is no longer in the best interests of the Stage I Issuer and its Restricted Subsidiaries taken as a whole.

The Stage I Issuer will provide or cause to be provided, for itself and its Restricted Subsidiaries, insurance (including appropriate self-insurance) on its and its Subsidiaries business and the Collateral, with recognized, financially sound insurers or with the government of the United States of America, or an agency or instrumentality thereof, in such amounts, with such deductibles and by such methods as are determined by the Stage I Issuer in good faith to be reasonable and prudent.

SECTION 4.14Offer to Purchase upon Change of Control.

Upon the occurrence of a Change of Control, each Holder of Stage I Notes will have the right to require the Stage I Issuer to repurchase all or any part of the outstanding Stage I Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued and unpaid interest (including, for the avoidance of doubt, pre-issuance interest), if any, to but not including the Purchase Date pursuant to an Offer to Purchase (the “Change of Control Payment”).  For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Stage I Issuer commences an Offer to Purchase all outstanding Stage I Notes at the Purchase Price (which Offer to Purchase shall, in the case of any Change of Control that also constitutes a “Change

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of Control” under the Existing Indenture, be mailed concurrently with the corresponding offer by the Stage I Issuer to Holders of the Existing Notes) and (ii) all Stage I Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase.

If Holders of not less than 90% in aggregate principal amount of the outstanding Stage I Notes validly tender and do not withdraw such Stage I Notes in an Offer to Purchase upon a Change of Control and the Stage I Issuer, or any third party making the Offer to Purchase in lieu of the Stage I Issuer as described below, purchases all of the Stage I Notes validly tendered and not withdrawn by such Holders, the Stage I Issuer or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Offer to Purchase described above, to redeem all Stage I Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest (including, for the avoidance of doubt, pre-issuance interest), if any, to, but not including, the date of redemption.

On the Purchase Date, the Stage I Issuer shall, to the extent lawful, (a) accept for payment all Stage I Notes or portions thereof properly tendered pursuant to the Offer to Purchase, (b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Stage I Notes or portions thereof so tendered and (c) otherwise comply with Section 3.9.

The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable.

The Stage I Issuer will not be required to make an Offer to Purchase upon a Change of Control if (i) a third party makes such Offer to Purchase contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to an Offer to Purchase made by the Stage I Issuer and purchases all Stage I Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of redemption has been given pursuant to Section 3.7(a) or Section 3.7(b) or (iii) a notice of redemption has been given pursuant Section 3.11.

The Stage I Issuer will be required to comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws or regulations in connection with an Offer to Purchase.  To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Stage I Issuer will comply with Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations and no Default or Event of Default shall be deemed to have occurred as a result of such compliance.

In addition, an Offer to Purchase may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Offer to Purchase.

SECTION 4.15Corporate Existence.

Except as permitted by Section 11.5 and Article V hereof, as the case may be, the Stage I Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each of its Restricted Subsidiaries in accordance with the respective organizational documents (as the same may be amended from time to time) of the Stage I Issuer or any such Restricted Subsidiary; provided that the Stage I Issuer shall not be required to preserve the corporate, partnership or other existence of any of its Subsidiaries to the extent that the Stage I Issuer’s management determines that the preservation thereof is no longer in the best interests of the Stage I Issuer and its Restricted Subsidiaries taken as a whole.

SECTION 4.16Limitation on Business Activities.

The Stage I Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

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SECTION 4.17Additional Note Guarantees.

The Stage I Issuer will cause (i) each of the Wholly-Owned Restricted Subsidiaries (other than (x) any Foreign Subsidiary and (y) any Restricted Subsidiary that is prohibited by law from guaranteeing the Stage I Notes or that would experience adverse regulatory consequences as a result of providing a guarantee of the Stage I Notes (so long as, in the case of this clause (y), such Restricted Subsidiary has not provided a guarantee of any other Debt of the Stage I Issuer or any of the Guarantors)) and (ii) any other Restricted Subsidiary that is a guarantor or co-borrower under any Credit Facility to guarantee the Stage I Notes and the Stage I Issuer’s other obligations under this Indenture within thirty (30) days of becoming a Restricted Subsidiary.

Subject to Section 4.19, such Guarantor will within thirty (30) days of becoming such Restricted Subsidiary enter into a joinder agreement to the applicable Security Documents or new Security Documents defining the terms of the security interests that secure payment and performance when due of the Stage I Notes and take all actions advisable in the opinion of the Stage I Issuer, as set forth in an Officers’ Certificate accompanied by an Opinion of Counsel to the Stage I Issuer to cause the Liens created by the Security Documents to be duly perfected to the extent required by such documents in accordance with all applicable law, including the filing of financing statements in the jurisdictions of incorporation or formation of the Stage I Issuer and the Guarantors. The Stage I Issuer shall also deliver an Opinion of Counsel satisfactory to the Stage I Trustee which shall include enforceability of the Guarantee and the opinions set forth in Section 12.3. The Note Guarantees will be released as set forth in Article XI.

SECTION 4.18Limitation on Creation of Unrestricted Subsidiaries.

The Stage I Issuer may designate any Subsidiary of the Stage I Issuer  to be an “Unrestricted Subsidiary” as provided below, in which event such Subsidiary and each other Person that is a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary.

The Stage I Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Stage I Issuer as an Unrestricted Subsidiary under this Indenture (a “Designation”) only if:

(1)no Default shall be continuing after giving effect to such Designation; and

(2)the Stage I Issuer would be permitted to make, at the time of such Designation, (i) a Permitted Investment or (ii) an Investment pursuant to the first paragraph of Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Stage I Issuer’s proportionate interest in such Subsidiary on such date.

No Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiary:

(1)to the extent the Debt of the Subsidiary is not Non-Recourse Debt, any guarantee or other credit support thereof by the Stage I Issuer or a Restricted Subsidiary is permitted under Section 4.9;

(2)is not party to any agreement, contract, arrangement or understanding that would not be permitted under Section 4.11; and

(3)is a Person with respect to which neither the Stage I Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Capital Interests or (b) to maintain or preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results, unless such obligation is a Permitted Investment or is otherwise permitted under Section 4.7.

If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Debt of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the Debt is not permitted to be incurred under Section 4.9, or the Lien is not permitted under Section 4.12, the Stage I Issuer shall be in default of the applicable covenant.

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An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred in accordance with Section 4.9 and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.12.

All Designations must be evidenced by an Officers’ Certificate delivered to the Stage I Trustee certifying compliance with the foregoing provisions.

SECTION 4.19Further Assurances..

(a)The Stage I Issuer will, and will cause each of the existing and future Restricted Subsidiaries to, at their expense, duly execute and deliver, or cause to be duly executed and delivered, such further agreements, documents and instruments and do or cause to be done such further acts, in each case, as may be reasonably necessary and proper to:

(i)effectuate the purposes of this Indenture and the Security Documents;

(ii)evidence, perfect, maintain and enforce the validity, effectiveness and priority of any of the Liens created, or intended to be created, by the Security Documents; and

(iii)ensure the protection and enforcement of any of the rights granted or intended to be granted to the Stage I Trustee under any other instrument executed by the Stage I Issuers or any Restricted Subsidiary in connection therewith.

SECTION 4.20Stage I Additional Interest; Stage I Additional Interest Notice.

(a)In the event that the Stage I Issuer is required to pay Additional Interest (as defined in the Existing Indenture) to holders of Existing Notes pursuant to the Existing Registration Rights Agreement, the annual interest rate on the Stage I Notes will increase at the same times and in the same amounts as the interest rate on the Existing Notes (such increase, the “Stage I Additional Interest”). Following the cure of all Registration Defaults (as defined in the Existing Registration Rights Agreement), the interest rate on the Stage I Notes will revert to the original level.

(b)The Stage I Issuer will provide written notice (“Stage I Additional Interest Notice”) to the Trustee of its obligation to pay Stage I Additional Interest no later than five days prior to the proposed payment date for the Stage I Additional Interest, and the Stage I Additional Interest Notice shall set forth the amount of Stage I Additional Interest to be paid by the Stage I Issuer on such payment date. The Trustee shall not at any time be under any duty or responsibility to any holder of Stage I Notes to determine the Stage I Additional Interest, or with respect to the nature, extent, or calculation of the amount of Stage I Additional Interest owed, or with respect to the method employed in such calculation of the Stage I Additional Interest.

ARTICLE V

SUCCESSORS

SECTION 5.1Consolidation, Merger, Conveyance, Transfer or Lease.

The Stage I Issuer will not, in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Restricted Subsidiary into the Stage I Issuer in which the Stage I Issuer is the continuing Person), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the assets of the Stage I Issuer and its Subsidiaries (determined on a consolidated basis), taken as a whole, to any other Person, unless:

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(i)either: (a) the Stage I Issuer shall be the continuing Person or (b) the Person (if other than the Stage I Issuer) formed by such consolidation or into which the Stage I Issuer is merged, or the Person that acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the property and assets of the Stage I Issuer (such Person, the “Surviving Entity”), (1) shall be a corporation, partnership, limited liability company or similar entity organized and validly existing under the laws of the United States, any political subdivision thereof or any state thereof or the District of Columbia, (2) shall expressly assume, by a supplemental indenture, the due and punctual payment of all amounts due in respect of the principal of (and premium, if any) and interest on all the Stage I Notes and the performance of the covenants and obligations of the Stage I Issuer under this Indenture and (3) shall expressly assume the due and punctual performance of the covenants and obligations of the Stage I Issuer under the Security Documents; provided, however, that if the Surviving Entity is not a corporation, a co-obligor of the Stage I Notes is a corporation satisfying such requirements;

(ii)immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(iii)in the case of a transaction involving the Stage I Issuer, immediately after giving effect to any such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions) as if such transaction or series of transactions had occurred on the first day of the determination period, the Stage I Issuer (or the Surviving Entity if the Stage I Issuer is not the continuing Person), (x) could Incur $1.00 of additional Debt (other than Permitted Debt) under Section 4.9(a) or (y) the Consolidated Fixed Charge Coverage Ratio for the Stage I Issuer (or the Surviving Entity if the Stage I Issuer is not the continuing Person) and its Restricted Subsidiaries would be equal to or greater than such ratio for the Stage I Issuer and its Restricted Subsidiaries immediately prior to such transaction or series of transactions;

(iv)the Stage I Issuer delivers, or causes to be delivered, to the Stage I Trustee, in form and substance reasonably satisfactory to the Stage I Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of this Indenture;

(v)the Surviving Entity causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Surviving Entity;

(vi)the Collateral owned by or transferred to the Surviving Entity shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Stage I Collateral Agent for the benefit of the Stage I Trustee and the Holders of the Stage I Notes and (c) not be subject to any Lien other than Permitted Collateral Liens; and

(vii)the property and assets of the Person which is merged or consolidated with or into the Surviving Entity, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Surviving Entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture.

The preceding clause (iii) will not prohibit a merger between the Stage I Issuer and an Affiliate incorporated solely for the purpose of converting the Stage I Issuer into a corporation organized under the laws of the United States or any political subdivision or state thereof; so long as, the amount of Debt of the Stage I Issuer and the Restricted Subsidiaries is not increased thereby, except for Debt incurred in the ordinary course of business to pay fees, expenses and other costs associated with such transaction.

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SECTION 5.2Successor Person Substituted.

Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in Section 5.1, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Stage I Issuer under this Indenture with the same effect as if such Surviving Entity had been named as the Stage I Issuer herein, as applicable; and when a Surviving Entity duly assumes all of the obligations and covenants of the Stage I Issuer pursuant to this Indenture and the Stage I Notes, except in the case of a lease, the predecessor Person shall be relieved of all such obligations.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1Events of Default.

Each of the following constitutes an “Event of Default”:

(1)default in the payment in respect of the principal of (or premium, if any, on) any Stage I Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption, required repurchase, the Stage II Notes Exchange Redemption or otherwise);

(2)default in the payment of any interest upon any Stage I Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3)the Stage I Issuer fails to accept and pay for Stage I Notes tendered when and as required pursuant to an Offer to Purchase made pursuant to Section 4.14;

(4)except as permitted by this Indenture, (i) any Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect and enforceable in accordance with its terms (except as specifically provided in this Indenture) for a period of 30 days after written notice thereof by the Stage I Trustee or the Holders of at least 25% in principal amount of the outstanding Stage I Notes or (ii) the Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason be asserted by any of the Guarantors or the Stage I Issuer not to be in full force and effect and enforceable in accordance with  its terms;

(5)default in the performance, or breach, of any covenant or agreement of the Stage I Issuer or any Guarantor in this Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2), (3) or (4) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Stage I Issuer by the Stage I Trustee or to the Stage I Issuer and the Stage I Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Stage I Notes;

(6)a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Stage I Notes) by the Stage I Issuer or any Restricted Subsidiary (other than Debt owed to the Stage I Issuer or a Restricted Subsidiary) having, individually or in the aggregate, a principal or similar amount outstanding of at least $10,000,000, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $10,000,000 of principal amount of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(7)the entry against the Stage I Issuer or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) of a final judgment or final judgments for the payment of money in an aggregate amount in excess of

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$10,000,000 and not covered by insurance (not disputed), by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days;

(8)(i) the Stage I Issuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a)commences a voluntary case,

(b)consents to the entry of an order for relief against it in an involuntary case,

(c)consents to the appointment of a Custodian of it or for all or substantially all of its property,

(d)makes a general assignment for the benefit of its creditors, or

(e)admits, in writing, its inability generally to pay its debts as they become due;

(ii)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a)is for relief against the Stage I Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;

(b)appoints a Custodian of the Stage I Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Stage I Issuer or any of the Restricted Subsidiaries; or

(c)orders the liquidation of the Stage I Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(9)(x) with respect to a material portion of the Stage I Collateral, individually or in the aggregate, (a) any default or breach by the Stage I Issuer or any Guarantor in the performance of its obligations under the Security Documents or this Indenture which adversely affects the condition or value of such Stage I Collateral or the enforceability, validity, perfection or priority of the Liens in such Stage I Collateral, in each case taken as a whole, in any material respect, and continuance of such default or breach for a period of 60 days after written notice thereof by the Stage I Trustee or the Holders of at least 25% in principal amount of the outstanding Stage I Notes, or (b) any security interest created under the Security Documents or under this Indenture is declared invalid or unenforceable by a court of competent jurisdiction or (y) the Stage I Issuer or any of the Guarantors asserts, in any pleading in any court of competent jurisdiction, that any security interest in any Stage I Collateral is invalid or unenforceable.

The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

The Stage I Trustee shall not be deemed to have notice of any Event of Default and shall not have any duty or responsibility in respect thereof unless and until a Responsible Officer of the Stage I Trustee has received written notice of such Event of Default or has actual knowledge of such Event of Default.  Delivery of reports, information and documents to the Stage I Trustee under Section 4.3 is for informational purposes only and the Stage I Trustee’s

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receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Stage I Issuer’s compliance with any of its covenants hereunder or the existence of an Event of Default (as to which the Stage I Trustee is entitled to rely exclusively on Officers’ Certificates, except as otherwise provided herein).

SECTION 6.2Acceleration.

If an Event of Default (other than an Event of Default specified in clause (8) of Section 6.1 with respect to the Stage I Issuer) occurs and is continuing, then and in every such case the Stage I Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Stage I Notes may declare the principal of the Stage I Notes and any accrued interest on the Stage I Notes to be due and payable immediately by a notice in writing to the Stage I Issuer (and to the Stage I Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Stage I Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Stage I Notes, have been cured or waived as provided in this Indenture.

In the event of a declaration of acceleration of the Stage I Notes solely because an Event of Default described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Stage I Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or cured by the Stage I Issuer or a Restricted Subsidiary waived by the holders of the relevant indebtedness within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Stage I Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Stage I Trustee for the payment of amounts due on the Stage I Notes.

If an Event of Default specified in clause (8) of Section 6.1 occurs with respect to the Stage I Issuer, the principal of and any accrued interest on the Stage I Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Stage I Trustee or any Holder.  The Stage I Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Stage I Trustee determines that withholding notice is in the interests of the Holders to do so.

SECTION 6.3Other Remedies.

If an Event of Default occurs and is continuing, subject to the Existing Intercreditor Agreement, the Stage I Trustee may pursue any available remedy to collect the payment of principal, premium, if any, interest on the Stage I Notes or to enforce the performance of any provision of the Stage I Notes, this Indenture and the Security Documents.

The Stage I Trustee may maintain a proceeding even if it does not possess any of the Stage I Notes or does not produce any of them in the proceeding.  A delay or omission by the Stage I Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

SECTION 6.4Waiver of Past Defaults.

The Holders of not less than a majority in aggregate principal amount of the outstanding Stage I Notes may on behalf of the Holders of all the Stage I Notes waive any past Default under this Indenture and its consequences, except a Default:

(i)in any payment in respect of the principal of (or premium, if any) or interest on any Stage I Notes (including any Stage I Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Stage I Issuer), or

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(ii)in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Stage I Note affected.

SECTION 6.5Control by Majority.

Subject to the terms of the Security Documents and Section 7.2(f), the Holders of a majority in aggregate principal amount of the then outstanding Stage I Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Stage I Trustee or exercising any trust power conferred on it.  However, (i) the Stage I Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Stage I Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Stage I Trustee in personal liability, and (ii) the Stage I Trustee may take any other action deemed proper by the Stage I Trustee which is not inconsistent with such direction.

SECTION 6.6Limitation on Suits.

A Holder may pursue a remedy with respect to this Indenture or the Stage I Notes only if:

(a)the Holder gives to the Stage I Trustee written notice of a continuing Event of Default or the Stage I Trustee receives such notice from the Stage I Issuer;

(b)the Holders of at least 25% in aggregate principal amount of the then outstanding Stage I Notes make a written request to the Stage I Trustee to pursue the remedy;

(c)such Holder or Holders, provide to the Stage I Trustee indemnity reasonably satisfactory to the Stage I Trustee against any loss, liability or expense;

(d)the Stage I Trustee does not comply with the request within 60 days after receipt of the request and  the provision of such indemnity; and

(e)during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Stage I Notes do not give the Stage I Trustee a direction inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

SECTION 6.7Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on or after the respective due dates expressed in the Stage I Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.8Collection Suit by Stage I Trustee.

If an Event of Default specified in Section 6.1(1) or (2) hereof occurs and is continuing, the Stage I Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Stage I Issuer for the whole amount of principal of, premium and interest remaining unpaid on the Stage I Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Stage I Trustee, its agents and counsel.

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SECTION 6.9Stage I Trustee May File Proofs of Claim.

The Stage I Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Stage I Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Stage I Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Stage I Issuer (or any other obligor upon the Stage I Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable upon the conversion or exchange of the Stage I Notes or on any such claims and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Stage I Trustee, and in the event that the Stage I Trustee shall consent to the making of such payments directly to the Holders, to pay to the Stage I Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Stage I Trustee, its agents and counsel, and any other amounts due the Stage I Trustee under Section 7.7 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Stage I Trustee, its agents and counsel, and any other amounts due the Stage I Trustee under Section 7.7 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Stage I Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Stage I Notes or the rights of any Holder, or to authorize the Stage I Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10Priorities.

Subject to the terms of the Security Documents, any money collected by the Stage I Trustee (or received by the Stage I Trustee from the Stage I Collateral Agent under any Security Documents) pursuant to this Article VI and any money or other property distributable in respect of the Stage I Issuer’s obligations under this Indenture after an Event of Default shall be applied in the following order, at the date or dates fixed by the Stage I Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the Stage I Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

First:  to the Stage I Trustee (including any predecessor Stage I Trustee) and Stage I Collateral Agent, its agents and attorneys for amounts due under Section 7.7 hereof, including payment of all reasonable compensation, expense and liabilities incurred, and all advances made, by the Stage I Trustee or Stage I Collateral Agent and the costs and expenses of collection;

Second:  to Holders of Stage I Notes for amounts due and unpaid on the Stage I Notes for principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Stage I Notes for principal, premium, if any, and interest respectively; and

Third:  to the Stage I Issuer or to such party as a court of competent jurisdiction shall direct.

The Stage I Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

SECTION 6.11Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Stage I Trustee for any action taken or omitted by it as a Stage I Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit

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by the Stage I Trustee, a suit by a Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Stage I Notes.

ARTICLE VII

STAGE I TRUSTEE

SECTION 7.1Duties of Stage I Trustee.

(a)If an Event of Default has occurred and is continuing, the Stage I Trustee shall exercise such of the rights and powers vested in it by this Indenture and the Security Documents, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b)Except during the continuance of an Event of Default:

(i)the duties of the Stage I Trustee shall be determined solely by the express provisions of this Indenture and the Stage I Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Stage I Trustee; and

(ii)in the absence of bad faith on its part, the Stage I Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Stage I Trustee and conforming to the requirements of this Indenture.  However, the Stage I Trustee shall be under a duty to examine the certificates and opinions specifically required to be furnished to it to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts or conclusions stated therein).

(c)The Stage I Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this paragraph does not limit the effect of paragraphs (b) or (e) of this Section 7.1;

(ii)the Stage I Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Stage I Trustee, unless it is proved that the Stage I Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Stage I Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 hereof or otherwise in accordance with the direction of the Holders of a majority in principal amount of outstanding Stage I Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Stage I Trustee, or exercising any trust or power conferred upon the Stage I Trustee or the Stage I Collateral Agent, under this Indenture or the Security Documents.

(d)Whether or not therein expressly so provided, every provision of this Indenture or any provision of any Security Document that in any way relates to the Stage I Trustee or the Stage I Collateral Agent is subject to Sections 7.1 and 7.2 hereof.

(e)No provision of this Indenture or the Security Documents shall require the Stage I Trustee or the Stage I Collateral Agent to expend or risk its own funds or incur any liability.  The Stage I Trustee and the Stage I Collateral Agent shall be under no obligation to exercise any of their rights and powers under this Indenture or the Security Documents at the request of any Holders, unless such Holder shall have offered to the Stage I Trustee

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and/or the Stage I Collateral Agent, as applicable, security and indemnity satisfactory to it against any loss, liability or expense which might be incurred by it in compliance with such request or direction.

(f)The Stage I Trustee shall not be liable for interest on any money received by it except as the Stage I Trustee may agree in writing with the Stage I Issuer.  Money held in trust by the Stage I Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.2Rights of Stage I Trustee.

(a)The Stage I Trustee may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Stage I Trustee need not investigate any fact or matter stated in any such document.

(b)Before the Stage I Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both.  The Stage I Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  The Stage I Trustee may consult with counsel of the Stage I Trustee’s own choosing and the Stage I Trustee shall be fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance on the advice or opinion of such counsel or on any Opinion of Counsel.

(c)The Stage I Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

(d)The Stage I Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.  Any request or direction of the Stage I Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.  Whenever in the administration of this Indenture the Stage I Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Stage I Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Stage I Issuer or a Guarantor shall be sufficient if signed by an Officer of the Stage I Issuer or such Guarantor.

(f)The Stage I Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Stage I Trustee security and indemnity reasonably satisfactory to the Stage I Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)The Stage I Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Stage I Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Stage I Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours the books, records and premises of the Stage I Issuer or any Guarantor, personally or by agent or attorney at the sole cost of the Stage I Issuer, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(h)The rights, privileges, protections and benefits given to the Stage I Trustee, including its rights to be indemnified, are extended to, and shall be enforceable by, the Stage I Trustee in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document (including the Stage I Collateral Agent).

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(i)The Stage I Trustee may request that the Stage I Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(j)The Stage I Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Stage I Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Stage I Trustee at the Corporate Trust Office of the Stage I Trustee, and such notice references the Stage I Notes, the Note Guarantees and this Indenture.

(k)The permissive right of the Stage I Trustee to take or refrain from taking any actions enumerated in this Indenture or any Security Document shall not be construed as a duty.

SECTION 7.3Individual Rights of Stage I Trustee.

The Stage I Trustee in its individual or any other capacity may become the owner or pledgee of Stage I Notes and may otherwise deal with the Stage I Issuer or any Affiliate of the Stage I Issuer with the same rights it would have if it were not Stage I Trustee.  Any Agent may do the same with like rights and duties.  The Stage I Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.4Stage I Trustee’s Disclaimer.

Neither the Stage I Trustee nor the Stage I Collateral Agent shall be responsible for or make any representation as to the validity or adequacy of this Indenture or the Stage I Notes, or the existence, genuineness, value or protection of any Stage I Collateral (except for the safe custody of Stage I Collateral in its possession actually received by it in accordance with the terms hereof) for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Lien in the Stage I Collateral, and neither shall be accountable for the Stage I Issuer’s use of the proceeds from the Stage I Notes or any money paid to the Stage I Issuer or upon the Stage I Issuer’s direction under any provision of this Indenture, neither shall be responsible for the use or application of any money received by any Paying Agent other than the Stage I Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Stage I Notes, any statement or recital in any document in connection with the sale of the Stage I Notes or pursuant to this Indenture other than the Stage I Trustee’s certificate of authentication on the Stage I Notes.

SECTION 7.5Notice of Defaults.

If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Stage I Trustee, the Stage I Trustee shall mail to Holders a notice of the Default within 90 days after knowledge by the Stage I Trustee.  Except in the case of a Default in payment of principal of, premium, if any, or interest on any Stage I Note, the Stage I Trustee may withhold the notice if and so long as the Stage I Trustee in good faith determines that withholding the notice is in the interests of the Holders.

SECTION 7.6Reports by Stage I Trustee to Holders of the Stage I Notes.

Within 60 days after each March 1 beginning with the March 1, 2014, and for so long as Stage I Notes remain outstanding, the Stage I Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Stage I Trustee also shall comply with TIA § 313(b).  The Stage I Trustee shall also transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to the Holders shall be mailed to the Stage I Issuer and filed with the Commission and each stock exchange on which the Stage I Notes are listed in accordance with TIA § 313(d).

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SECTION 7.7Compensation and Indemnity.

The Stage I Issuer and the Guarantors, jointly and severally, shall pay to the Stage I Trustee and the Stage I Collateral Agent from time to time such compensation for its acceptance of this Indenture and services hereunder as the Stage I Issuer and the Stage I Trustee shall from time to time agree in writing.  The Stage I Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Stage I Issuer shall reimburse the Stage I Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Stage I Trustee’s agents and counsel.

The Stage I Issuer and the Guarantors, jointly and severally, shall indemnify the Stage I Trustee and the Stage I Collateral Agent (which for purposes of this Section 7.7 shall include its officers, directors, stockholders, employees and agents) against any and all claims, damage, losses, liabilities or expenses including taxes (other than taxes based upon, measured by or determined by the income of the Stage I Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Stage I Issuer (including this Section 7.7) and defending itself against any claim (whether asserted by the Stage I Issuer or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder except to the extent any such loss, claim, damage, liability or expense shall be determined to have been caused by its own negligence or willful misconduct, in the case of the Stage I Trustee, or its own gross negligence or willful misconduct in the case of the Stage I Collateral Agent, in each case as determined by a final non-appealable order of a court of competent jurisdiction.  The Stage I Trustee (or the Stage I Collateral Agent, as the case may be) shall notify the Stage I Issuer promptly of any claim for which it may seek indemnity.  Failure by the Stage I Trustee (or the Stage I Collateral Agent, as the case may be) to so notify the Stage I Issuer shall not relieve the Stage I Issuer of their obligations hereunder.  The Stage I Issuer shall defend the claim and the Stage I Trustee (or the Stage I Collateral Agent, as the case may be) shall cooperate in the defense.  The Stage I Trustee (or the Stage I Collateral Agent, as the case may be) may have one separate counsel, but at the Stage I Trustee’s (or the Stage I Collateral Agent’s, as the case may be) expense unless the named parties in any such proceeding (including impleaded parties) include both the Stage I Issuer and the Stage I Trustee (or the Stage I Collateral Agent, as the case may be) and in the reasonable judgment of the Stage I Trustee (or Stage I Collateral Agent, as the case may be) representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them.  The Stage I Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

To secure the Stage I Issuer’s and the Guarantors’ obligations in this Section 7.7, the Stage I Trustee and the Stage I Collateral Agent shall have a Lien prior to the Stage I Notes on all money or property held or collected by the Stage I Trustee or the Stage I Collateral Agent, except that held in trust to pay principal or interest, if any, on particular Stage I Notes.

In addition, and without prejudice to the rights provided to the Stage I Trustee and the Stage I Collateral Agent under any of the provisions of this Indenture, when the Stage I Trustee or the Stage I Collateral Agent incurs expenses or renders services after an Event of Default specified in Section 6.1(8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

“Stage I Trustee” for the purposes of this Section 7.7 shall include any predecessor Stage I Trustee and the Stage I Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder or under any Security Document; provided, however, that the negligence, willful misconduct or bad faith of any Stage I Trustee hereunder shall not affect the rights of any other Stage I Trustee hereunder.

The Stage I Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

The provisions of this Section 7.7, including the obligations of the Stage I Issuer and the Guarantors hereunder, shall survive the satisfaction and discharge or termination for any reason of this Indenture or the resignation or removal of the Stage I Trustee or the Stage I Collateral Agent.

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SECTION 7.8Replacement of Stage I Trustee.

A resignation or removal of the Stage I Trustee and appointment of a successor Stage I Trustee shall become effective only upon the successor Stage I Trustee’s acceptance of appointment as provided in this Section 7.8.

The Stage I Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Stage I Issuer.  The Holders of a majority in principal amount of the then outstanding Stage I Notes may remove the Stage I Trustee by so notifying the Stage I Trustee and the Stage I Issuer in writing.  The Stage I Issuer may remove the Stage I Trustee if:

(a)the Stage I Trustee fails to comply with Section 7.10 hereof;

(b)the Stage I Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Stage I Trustee under any Bankruptcy Law;

(c)a Custodian or public officer takes charge of the Stage I Trustee or its property; or

(d)the Stage I Trustee becomes incapable of acting.

If the Stage I Trustee resigns or is removed or if a vacancy exists in the office of Stage I Trustee for any reason, the Stage I Issuer shall promptly appoint a successor Stage I Trustee.  Within one year after the successor Stage I Trustee takes office, the Holders of a majority in principal amount of the then outstanding Stage I Notes may appoint a successor Stage I Trustee to replace the successor Stage I Trustee appointed by the Stage I Issuer.

If a successor Stage I Trustee does not take office within 30 days after the retiring Stage I Trustee resigns or is removed, the retiring Stage I Trustee, the Stage I Issuer or the Holders of at least 10% in principal amount of the then outstanding Stage I Notes may petition any court of competent jurisdiction for the appointment of a successor Stage I Trustee.

If the Stage I Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Stage I Trustee and the appointment of a successor Stage I Trustee.

A successor Stage I Trustee shall deliver a written acceptance of its appointment to the retiring Stage I Stage I Trustee and to the Stage I Issuer.  Thereupon, the resignation or removal of the retiring Stage I Trustee shall become effective, and the successor Stage I Trustee shall have all the rights, powers and the duties of the Stage I Trustee under this Indenture.  The successor Stage I Trustee shall mail a notice of its succession to the Holders.  The retiring Stage I Trustee shall promptly transfer all property held by it as Stage I Trustee to the successor Stage I Trustee, provided that all sums owing to the Stage I Trustee hereunder have been paid and subject to the Lien provided for in Section 7.7 hereof.  Notwithstanding replacement of the Stage I Trustee pursuant to this Section 7.8, the Stage I Issuer’s obligations under and the Lien provided for in Section 7.7 hereof shall continue for the benefit of the retiring Stage I Trustee.

SECTION 7.9Successor Stage I Trustee by Merger, Etc.

If the Stage I Trustee or any Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Stage I Trustee or any Agent, as applicable.

SECTION 7.10Eligibility; Disqualification.

There shall at all times be a Stage I Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trust power and that is subject to supervision or examination by federal or state authorities.  The Stage I

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Trustee together with its Affiliates shall at all times have a combined capital surplus of at least $50,000,000 as set forth in its most recent annual report of condition.

This Indenture shall always have a Stage I Trustee who satisfies the requirements of TIA §§ 310(a)(1), (2) and (5).  The Stage I Trustee is subject to TIA § 310(b) including the provision in § 310(b)(1); provided that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Stage I Issuer or the Guarantors are outstanding if the requirements for exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11Preferential Collection of Claims Against the Stage I Issuer.

The Stage I Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Stage I Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

SECTION 7.12Stage I Trustee’s Application for Instructions from the Stage I Issuer.

Any application by the Stage I Trustee for written instructions from the Stage I Issuer may, at the option of the Stage I Trustee, set forth in writing any action proposed to be taken or omitted by the Stage I Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective.  The Stage I Trustee shall not be liable for any action taken by, or omission of, the Stage I Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than twenty Business Days after the date any officer of the Stage I Issuer actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Stage I Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

SECTION 7.13Limitation of Liability.

In no event shall the Stage I Trustee, in its capacity as such or as Stage I Collateral Agent, Paying Agent or Registrar or in any other capacity hereunder, be liable for indirect, special, consequential or punitive losses or damages of any kind whatsoever, including but not limited to lost profits, even if the Stage I Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.  The Stage I Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action.  The provisions of this Section 7.13 shall survive satisfaction and discharge or the termination for any reason of this Indenture and the resignation or removal of the Stage I Trustee.

SECTION 7.14Stage I Collateral Agent.

The rights, privileges, protections, immunities and benefits given to the Stage I Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Stage I Collateral Agent as if the Stage I Collateral Agent were named as the Stage I Trustee herein and the Security Documents were named as this Indenture herein.  For the avoidance of doubt, the standard of care applicable to the Stage I Collateral Agent shall be gross negligence.  They shall be in addition and not substitution of any other right, privileges, protections, immunities and benefits in favor of the Stage I Collateral Agent in this Indenture and any Security Documents.

SECTION 7.15Co-Trustees; Separate Stage I Trustee; Stage I Collateral Agent.

At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Stage I Collateral may at the time be located, the Stage I Issuer, the Stage I Collateral Agent and the Stage I Trustee shall have power to appoint, and, upon the written request of (i) the Stage I Trustee or the Stage I Collateral

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Agent or (ii) the holders of at least 25% of the outstanding principal amount at maturity of the Stage I Notes, the Stage I Issuer shall for such purpose join with the Stage I Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Stage I Trustee either to act as co-trustee, jointly with the Stage I Trustee, or to act as separate trustee, co-collateral agent, sub-collateral agent or separate collateral agent of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section 7.15.  If the Stage I Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Stage I Trustee or the Stage I Collateral Agent alone shall have power to make such appointment.

Should any written instrument from the Stage I Issuer be requested by any co-trustee or separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request of such co-trustee or separate trustee or separate collateral agent, be executed, acknowledged and delivered by the Stage I Issuer.

Any co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent shall agree in writing to be and shall be subject to the provisions of the applicable Security Documents as if it were the Stage I Trustee thereunder (and the Stage I Trustee shall continue to be so subject).

Every co-trustee or separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely:

(a)The Stage I Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Stage I Trustee hereunder, shall be exercised solely, by the Stage I Trustee.

(b)The rights, powers, duties and obligations hereby conferred or imposed upon the Stage I Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Stage I Trustee or by the Stage I Trustee and such co-trustee or separate trustee jointly, or by the Stage I Trustee and such co-collateral agent, sub-collateral agent or separate collateral agent jointly as shall be provided in the instrument appointing such co-trustee, separate trustee or separate collateral agent, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Stage I Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent.

(c)The Stage I Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Stage I Issuer, may accept the resignation of or remove any co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent appointed under this Section 7.15, and, in case an Event of Default has occurred and is continuing, the Stage I Trustee shall have power to accept the resignation of, or remove, any such co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent without the concurrence of the Stage I Issuer.  Upon the written request of the Stage I Trustee, the Stage I Issuer shall join with the Stage I Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal.  A successor to any co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent so resigned or removed may be appointed in the manner provided in this Section 7.15.

(d)No co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent hereunder shall be liable by reason of any act or omission of the Stage I Trustee, or any other such trustee, co-trustee, separate trustee, co-collateral agent, sub-collateral agent or separate collateral agent hereunder.

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(e)The Stage I Trustee shall not be liable by reason of any act or omission of any co-trustee, separate trustee, co-collateral agent, sub-collateral agent or separate collateral agent.

(f)Any act of holders delivered to the Stage I Trustee shall be deemed to have been delivered to each such co-trustee, separate trustee or co-collateral agent, sub-collateral agent or separate collateral agent, as the case may be.

SECTION 7.16Limitation on Duty of Stage I Trustee and Stage I Collateral Agent in Respect of Stage I Collateral; Indemnification.

(a)Beyond the exercise of reasonable care in the custody thereof, neither the Stage I Trustee nor the Stage I Collateral Agent shall have any duty as to any Stage I Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and neither the Stage I Trustee nor the Stage I Collateral Agent shall have any responsibility for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Stage I Collateral.  Each of the Stage I Trustee and the Stage I Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Stage I Collateral in its possession if the Stage I Collateral is accorded treatment substantially equal to that which it accords its own property and neither the Stage I Trustee nor the Stage I Collateral Agent shall be liable or responsible for any loss or diminution in the value of any of the Stage I Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Stage I Trustee or the Stage I Collateral Agent in good faith.

(b)Neither the Stage I Trustee nor the Stage I Collateral Agent shall be responsible for the existence, genuineness or value of any of the Stage I Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Stage I Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Stage I Trustee or the Stage I Collateral Agent, as the case may be,  for the validity or sufficiency of the Stage I Collateral or any agreement or assignment contained therein, for the validity of the title of the Stage I Issuer or any Guarantor to the Stage I Collateral, for insuring the Stage I Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Stage I Collateral.  Neither the Stage I Trustee nor the Stage I Collateral Agent shall have any duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture, the Existing Security Agreement, or any other Security Document by the Stage I Issuer, the Guarantors or the holders of any Permitted Additional Pari Passu Obligations or any other Person.

ARTICLE VIII

[RESERVED]

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1Without Consent of Holders of the Stage I Notes.

Notwithstanding Section 9.2 of this Indenture, without the consent of any Holders, the Stage I Issuer, the Guarantors, the Stage I Trustee and the Stage I Collateral Agent, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture, the Guarantees and the Security Documents for any of the following purposes:

(1)to evidence the succession of another Person to the Stage I Issuer or any of the Guarantors and the assumption by any such successor of the covenants of the Stage I Issuer or such Guarantor in this Indenture, the Guarantees, the Security Documents and the Stage I Notes;

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(2)to add to the covenants of the Stage I Issuer for the benefit of the Holders, or to surrender any right or power herein conferred upon the Stage I Issuer;

(3)to add additional Events of Default;

(4)to provide for uncertificated Stage I Notes in addition to or in place of the Certificated Notes;

(5)to evidence and provide for the acceptance of appointment under this Indenture and the Security Documents by a successor Stage I Trustee or Stage I Collateral Agent;

(6)[reserved];

(7)to add to the Collateral securing the Stage I Notes, to add a Guarantor or to release a Guarantor and the Collateral in accordance with this Indenture and the Escrow Agreement;

(8)to cure any ambiguity, defect, omission, mistake or inconsistency as described in an Officers’ Certificate delivered to the Stage I Trustee;

(9)to make or change any other provisions with respect to matters or questions arising under this Indenture; provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Stage I Issuer and evidenced by an Officers’ Certificate and copy of the Board Resolution delivered to the Stage I Trustee;

(10)to conform any provision of this Indenture, the Security Documents or the Stage I Notes to any provision of the “Description of Stage I Notes” in the Offering Memorandum as described in an Officers’ Certificate delivered to the Stage I Trustee;

(11)to mortgage, pledge, hypothecate or grant any other Lien in favor of the Stage I Collateral Agent for the benefit of the Stage I Trustee on behalf of the Holders of the Stage I Notes, as additional security for the payment and performance of all or any portion of the Obligations under this Indenture, the Stage I Notes and the Security Documents, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Stage I Trustee or the Stage I Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise;

(12)to provide for the release of Collateral from the Lien of this Indenture and the Security Documents or subordinate to such Lien when permitted or required by the Security Documents or this Indenture; or to otherwise amend any Security Document with respect to the ABL Collateral in a manner consistent with any corresponding amendment to the Security Documents governing the ABL Collateral so long as such amendment does not result in a release of Collateral not otherwise permitted by the Security Documents or this Indenture;

(13)to enter into or amend the Existing Intercreditor Agreement and/or the Security Documents (or supplement the Existing Intercreditor Agreement and/or the Security Documents) under circumstances provided therein including (x) if the Stage I Issuer incurs Credit Facility Obligations and/or Permitted Additional Pari Passu Obligations and (y) in connection with the refinancing of the Credit Facility Obligation and to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include any of the foregoing in the Existing Intercreditor Agreement and Security Documents;

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(14)at the Stage I Issuer’s election, to comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA, if such qualification is required;

(15)[reserved];

(16)to make any amendment to the provisions of this Indenture relating to the transfer and legending of the Stage I Notes as permitted by this Indenture, including to facilitate the issuance and administration of Stage I Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Stage I Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Stage I Notes in any material respect; and

(17)to secure any Permitted Additional Pari Passu Obligations to the extent permitted under this Indenture and the Security Documents.

SECTION 9.2With Consent of Holders of Stage I Notes.

(a)With the consent of (i) the Holders of not less than a majority in aggregate principal amount of the outstanding Stage I Notes, the Stage I Issuer, the Guarantors and the Stage I Trustee may enter into an indenture or indentures supplemental to this Indenture (together with the other consents required thereby) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Stage I Notes or of modifying in any manner the rights of the Holders of the Stage I Notes under this Indenture, including the definitions herein, and (ii) the Holders of not less than a majority in aggregate principal amount of the outstanding Stage I Notes and the Permitted Additional Pari Passu Obligations, voting as one class, the Stage I Issuer, the Guarantors, the Stage I Trustee and the Stage I Collateral Agent may amend or otherwise modify in any manner the Security Documents or the obligations thereunder, including, without limitation, as to property that constitutes less than all or substantially all of the Stage I Collateral, release the Lien on such Stage I Collateral; provided, however, that no such supplemental indenture, modification or amendment shall, without the consent of the Holder of each outstanding Stage I Note affected thereby:

(1)change the Stated Maturity of any Stage I Note or of any installment of interest on any Stage I Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Stage I Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Stage I Notes may be subject to redemption or reduce the Redemption Price therefor,

(2)reduce the percentage in aggregate principal amount of the outstanding Stage I Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture,

(3)modify the obligations of the Stage I Issuer to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales or Excess Proceeds from an Event of Loss if such modification was done after the occurrence of such Change of Control, or after the obligation to make an Asset Sale Offer has arisen, as applicable; provided that prior to the occurrence of a Change of Control or Asset Sale, the Holders of a majority in aggregate principal amount of the Stage I Notes then outstanding may waive the requirement to make or complete an Offer to Purchase or Asset Sale Offer,

(4)subordinate, in right of payment, the Stage I Notes to any other Debt of the Stage I Issuer,

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(5)modify any of the provisions of this Section 9.2 or provisions of Section 6.4 of this Indenture relating to waivers of past payment defaults or the rights of Holders of Stage I Notes to receive payments of principal or premium, if any, on the Stage I Notes, except to increase any such percentage required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Stage I Note affected thereby, or

(6)release any Guarantees of any Subsidiaries that constitute (individually or in the aggregate) in excess of either 5% of the Stage I Issuer’s Consolidated Net Tangible Assets or 5% of the Stage I Issuer’s consolidated revenues required to be maintained under this Indenture (other than in accordance with the terms of this Indenture).

(b)In addition, any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Stage I Collateral from the Liens securing the Stage I Notes other than in accordance with this Indenture and the Security Documents or modifying the Existing Intercreditor Agreement in any manner adverse in any material respect to the Holders of the Stage I Notes will require the consent of the Holders of at least 662/3% in aggregate principal amount of the Stage I Notes then outstanding, voting as one class.

(c)The Holders of not less than a majority in aggregate principal amount of the outstanding Stage I Notes may on behalf of the Holders of all the Stage I Notes waive any past default under this Indenture and its consequences, except a default:

(1)In any payment in respect of the principal of (or premium), if any) or interest on any Stage I Notes (including any Stage I Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Stage I Issuer), or

(2)In respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Stage I Note affected.

SECTION 9.3Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Stage I Note is a continuing consent by the Holder and every subsequent Holder of that Stage I Note or portion of the Stage I Note that evidences the same debt as the consenting Holder’s Stage I Note, even if notation of the consent is not made on the Stage I Note.  However, any such Holder or subsequent Holder may revoke the consent as to its Stage I Note if the Stage I Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective.  When an amendment, supplement or waiver becomes effective in accordance with its terms, it thereafter binds every Holder.

The Stage I Issuer may, but shall not be obligated to, fix a record date for determining which Holders consent to such amendment, supplement or waiver.  If the Stage I Issuer fixes a record date, the record date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished for the Stage I Trustee prior to such solicitation pursuant to Section 2.5 hereof or (ii) such other date as the Stage I Issuer shall designate.

SECTION 9.4Notation on or Exchange of Stage I Notes.

The Stage I Trustee may place an appropriate notation about an amendment, supplement or waiver on any Stage I Note thereafter authenticated.  The Stage I Issuer in exchange for all Stage I Notes may issue and the Stage I Trustee shall authenticate new Stage I Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Stage I Note shall not affect the validity and effect of such amendment, supplement or waiver.

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After any amendment, supplement or waiver becomes effective, the Stage I Issuer shall mail to Holders a notice briefly describing such amendment, supplement or waiver.  The failure to give such notice shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.5Stage I Trustee to Sign Amendments, Etc.

The Stage I Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Stage I Trustee.  The Stage I Issuer and the Guarantors may not sign an amendment or supplemental indenture until their respective Boards of Directors approve it.  In signing or refusing to sign any amendment or supplemental indenture the Stage I Trustee shall receive and (subject to Section 7.1 hereof) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized or permitted by this Indenture, that all conditions precedent thereto have been met or waived and that such amendment or supplemental indenture is not inconsistent herewith.

ARTICLE X

SECURITY

SECTION 10.1Security Documents; Additional Collateral.

(a)Security Documents.  In order to secure the due and punctual payment of the Obligations, the Stage I Issuer, the Guarantors, the Stage I Collateral Agent and the other parties thereto have simultaneously with the execution of this Indenture entered or, in accordance with the provisions of Section 4.17, Section 4.19 and this Article X will enter into the Security Documents.  The Stage I Issuer shall, and shall cause the Guarantors to, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto), within the applicable statutory periods, required to cause the Security Documents to create and maintain, as security for the Obligations of the Stage I Issuers and the Guarantors to the Notes Secured Parties under this Indenture, the Stage I Notes, the Guarantees, the Existing Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Existing Intercreditor Agreement and the Security Documents), in favor of the Stage I Collateral Agent for the benefit of the Notes Secured Parties subject to no Liens other than Liens permitted under this Indenture.

(b)After Acquired Real Property.

If the Stage I Issuer or any Guarantor acquires property  that is not automatically subject to a perfected security interest or Lien under the Security Documents and such property would be of the type that would constitute Collateral, then, promptly following such acquisition the Stage I Issuer or such Guarantor  will provide security interests in and liens on such property in favor of the Stage I Collateral Agent for its benefit and the benefit of the Stage I Trustee and the Holders and the holders of any Permitted Additional Pari Passu Obligations and deliver certain mortgages, deeds of trust, security instruments, financing statements, title insurance policies, surveys and certificates and opinions of counsel in respect thereof as required by this Indenture and the Security Documents and as shall be reasonably necessary to vest in the Stage I Collateral Agent a perfected security interest in such property and to have such property added to the Collateral and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect.

The Stage I Issuer and the Guarantors shall furnish to the Stage I Trustee at least thirty (30) days prior to the anniversary of June 18, 2013 in each year an Opinion of Counsel, dated as of such date, either (i) (x) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording, and refiling of this Indenture or the Security Documents, as applicable, as are necessary to maintain the perfected Liens of the applicable Security Documents securing the Obligations under applicable law to the extent required by the Security Documents other than any action as described therein to be taken and such opinion may refer to prior Opinions of Counsel and contain customary qualifications and exceptions and may rely on an Officers’ Certificate of the Stage I Issuer, and (y) stating that on the date of such Opinion of Counsel, all financing statements, financing statement

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amendments and continuation statements have been or will be executed and filed that are necessary, as of such date or promptly thereafter and during the succeeding 12 months, fully to maintain the perfection of the security interests of the Stage I Collateral Agent securing the Obligations thereunder and under the Security Documents with respect to the Collateral and such Opinion of Counsel may contain customary qualifications and exceptions and may rely on an Officers’ Certificate; provided that if there is a required filing of a continuation statement or other instrument within such 12 month period and such continuation statement or amendment is not effective if filed at the time of the opinion, such opinion may so state and in that case the Stage I Issuer and the Guarantors shall cause a continuation statement or amendment to be timely filed so as to maintain such Liens and security interests securing Obligations or (ii) stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens or security interests.

SECTION 10.2Recording, Registration and Opinions.

Any release of Collateral permitted or required by Section 10.3 hereof or the Security Documents will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any Person that is required to deliver a certificate or opinion under this Indenture or the Security Documents, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion.  The Stage I Trustee may, to the extent permitted by Sections 7.1 and 7.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and opinion.

SECTION 10.3Releases of Collateral.

(a)The Guarantors will be entitled to (x) the release of property and other assets included in the Collateral from the Liens securing the Stage I Notes under any one or more of the following circumstances:

(i)to enable the disposition of such property or assets including, in the case of Capital Interests, by way of consolidation or merger (other than to the Stage I Issuer or a Guarantor) to the extent not prohibited under Section 4.10;

(ii)in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor;

(iii)in the event any Collateral becomes Excluded Collateral;

(iv)with the consent of the requisite Holders in accordance with Article IX; and

(y) the subordination of any Lien on any asset granted to or held by the Stage I Collateral Agent under any Security Document to the holder of any Lien on such asset that is permitted by clause (xii) or (solely in respect of Purchase Money Debt and Capital Lease Obligations) clause (xx) of the definition of Permitted Lien.

(b)The second-priority Lien on the ABL Collateral securing the Stage I Notes will also terminate and be released pursuant to the Existing Intercreditor Agreement.

(c)The Liens on all Collateral securing the Stage I Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Stage I Notes and all other obligations under this Indenture, the Note Guarantees under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid or (ii) legal defeasance or covenant defeasance under this Indenture or a discharge of this Indenture pursuant to Article VIII.

(d)In addition, to the extent necessary and for so long as required for such Guarantor not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the Commission (or any other governmental agency), the Capital Interests and other securities of any Guarantor shall not be included in the Collateral with respect to the Stage I Notes (and/or any Permitted Additional Pari Passu Obligations outstanding) so affected and shall not be subject to the Liens securing such Notes and/or any

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Permitted Additional Pari Passu Obligations. In determining whether any such release is permitted, the Stage I Collateral Agent may rely upon a certificate of the Stage I Issuer that the Collateral is permitted to be released under this Indenture.

(e)Notwithstanding anything to the contrary herein, the Stage I Issuer and the Guarantors will not be required to comply with all or any portion of Section 314(d) of the TIA if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral and the Stage I Issuer shall deliver an Officers’ Certificate and an Opinion of Counsel confirming this to the Stage I Trustee and Stage I Collateral Agent.

(f)If any Collateral is released in accordance with any of the Security Documents (other than as permitted by this Indenture) and if the Stage I Issuer or the applicable Guarantor has delivered the certificates and documents required by the Security Documents, the Stage I Trustee will determine whether it has received all documentation required by Section 314(d) of the TIA (to the extent applicable) in connection with such release.

SECTION 10.4Form and Sufficiency of Release.

In the event that either the Stage I Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that, under the terms of this Indenture may be sold, exchanged or otherwise disposed of by the Stage I Issuer or any Guarantor, and the Stage I Issuer or such Guarantor requests the Stage I Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee and the Security Documents, upon receipt of an Officers’ Certificate and Opinion of Counsel to the effect that such release complies with Section 10.3 and specifying the provision in Section 10.3 pursuant to which such release is being made (upon which the Stage I Trustee may exclusively and conclusively rely), the Stage I Trustee shall execute, acknowledge and deliver to the Stage I Issuer or such Guarantor (or instruct the Stage I Collateral Agent to do the same) such an instrument in the form provided by the Stage I Issuer, and providing for release without recourse (other than with respect to Liens attributable to it) and shall take such other action as the Stage I Issuer or such Guarantor may reasonably request and as necessary to effect such release.  Before executing, acknowledging or delivering any such instrument, the Stage I Trustee shall be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Stage I Trustee shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been complied with.

SECTION 10.5Possession and Use of Collateral.

Subject to the provisions of the Security Documents, the Stage I Issuer and the Guarantors shall have the right to remain in possession and retain exclusive control of and to exercise all rights with respect to the Collateral (other than monies or U.S. government obligations deposited pursuant to Article VIII, and other than as set forth in the Security Documents and this Indenture), to operate, manage, develop, lease, use, consume and enjoy the Collateral (other than monies and U.S. government obligations deposited pursuant to Article VIII and other than as set forth in the Security Documents and this Indenture), to alter or repair any Collateral so long as such alterations and repairs do not impair the creation or perfection of the Lien of the Security Documents thereon, and to collect, receive, use, invest and dispose of the reversions, remainders, interest, rents, lease payments, issues, profits, revenues, proceeds and other income thereof.

SECTION 10.6Purchaser Protected.

No purchaser or grantee of any property or rights purporting to be released shall be bound to ascertain the authority of the Stage I Trustee to execute the release or to inquire as to the existence of any conditions herein prescribed for the exercise of such authority so long as the conditions set forth in Section 10.4 have been satisfied.

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SECTION 10.7Authorization of Actions to Be Taken by the Stage I Collateral Agent Under the Security Documents.

In acting hereunder and under the Security Documents, the Holders, the Stage I Issuer and the Guarantors agree that the Stage I Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Stage I Trustee hereunder as if such were provided to the Stage I Collateral Agent (for the avoidance of doubt, the standard of care applicable to the Stage I Collateral Agent shall be gross negligence).  They shall be in addition and not substitution of any other right, privileges, protections, immunities and benefits in favor of the Stage I Collateral Agent in this Indenture and any Security Documents.

SECTION 10.8Authorization of Receipt of Funds by the Stage I Trustee Under the Existing Security Agreement.

Subject to the terms of the Existing Intercreditor Agreement, the Stage I Trustee is authorized to receive any funds for the benefit of Holders distributed under the Security Documents to the Stage I Trustee, to apply such funds as provided in this Indenture and the Security Documents.

SECTION 10.9Powers Exercisable by Receiver or Stage I Collateral Agent.

In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article X upon the Stage I Issuer or any Guarantor, as applicable, with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Stage I Issuer or any Guarantor, as applicable, or of any officer or officers thereof required by the provisions of this Article X.

SECTION 10.10Appointment and Authorization of U.S. Bank National Association as Stage I Collateral Agent.

(a)U.S. Bank National Association is hereby designated and appointed as the Stage I Collateral Agent under the Security Documents, and is authorized and directed as the Stage I Collateral Agent for such Holders to execute and enter into each of the Security Documents and all other instruments relating to the Security Documents and (i) to take action and exercise such powers as are expressly required or permitted hereunder and under the Security Documents and all instruments relating hereto and thereto and (ii) to exercise such powers and perform such duties as are in each case, expressly delegated to the Stage I Collateral Agent by the terms hereof and thereof together with such other powers as are reasonably incidental hereto and thereto.

(b)Notwithstanding any provision to the contrary elsewhere in this Indenture or the Security Documents, the Stage I Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any fiduciary relationship with any Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or any Security Document or otherwise exist against the Stage I Collateral Agent.

(c)The Stage I Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Security Documents in good faith and in accordance with the advice or opinion of such counsel

(d)Beyond the exercise of reasonable care in the custody thereof, neither the Stage I Trustee nor the Stage I Collateral Agent shall have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and neither the Stage I Trustee nor the Stage I Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. Each of the Stage I Trustee and the Stage I Collateral Agent shall be deemed to have exercised reasonable care in the custody

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of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Stage I Trustee or the Stage I Collateral Agent, as applicable, in good faith, except to the extent of the Stage I Collateral Agent’s gross negligence or willful misconduct.

ARTICLE XI

NOTE GUARANTEES

SECTION 11.1Note Guarantee.

(a)Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Stage I Notes and obligations of the Stage I Issuer hereunder and thereunder, and guarantees to each Holder of a Stage I Note authenticated and delivered by the Stage I Trustee and to the Stage I Trustee on behalf of such Holder, that:  (i) the principal of and premium, if any and interest on the Stage I Notes shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Stage I Issuer to the Holders or the Stage I Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Stage I Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.  Each of the Note Guarantees shall be a guarantee of payment and not of collection.

(b)Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Stage I Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Stage I Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

(c)Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Stage I Issuer, any right to require a proceeding first against the Stage I Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Note Guarantee of such Guarantor shall not be discharged as to any Stage I Note except by complete performance of the obligations contained in such Stage I Note and such Note Guarantee or as provided for in this Indenture.  Each of the Guarantors hereby agrees that, in the event of a default in payment of principal or premium, if any or interest on such Stage I Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Stage I Trustee on behalf of, or by, the Holder of such Stage I Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Note Guarantee without first proceeding against the Stage I Issuer or any other Guarantor.  Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Stage I Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Stage I Notes, to collect interest on the Stage I Notes, or to enforce or exercise any other right or remedy with respect to the Stage I Notes, such Guarantor shall pay to the Stage I Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Stage I Trustee or any of the Holders.

(d)If any Holder or the Stage I Trustee is required by any court or otherwise to return to the Stage I Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Stage I Issuer or any Guarantor, any amount paid by any of them to the Stage I Trustee or such Holder, the Note Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect.  This Section 11.1(d) shall remain effective notwithstanding any contrary action which may be taken by the Stage I Trustee or any

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Holder in reliance upon such amount required to be returned.  This Section 11.1(d) shall survive the termination of this Indenture.

(e)Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Stage I Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Note Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Note Guarantee of such Guarantor.

SECTION 11.2Execution and Delivery of Note Guarantees.

To evidence its Note Guarantee set forth in Section 11.1, each Guarantor agrees that a notation of such Note Guarantee substantially in the form attached hereto as Exhibit B shall be endorsed on each Stage I Note authenticated and delivered by the Stage I Trustee.  Such notation of Note Guarantee shall be signed on behalf of such Guarantor by an officer of such Guarantor (or, if an officer is not available, by a board member, director or member, as applicable) on behalf of such Guarantor by manual or facsimile signature.  In case the officer, board member or director or member of such Guarantor who shall have signed such notation of Note Guarantee shall cease to be such Officer, board member, director or member before the Stage I Note on which such Note Guarantee is endorsed shall have been authenticated and delivered by the Stage I Trustee, such Stage I Note nevertheless may be authenticated and delivered as though the Person who signed such notation of Note Guarantee had not ceased to be such officer, board member, director or member.

Each Guarantor agrees that its Note Guarantee set forth in Section 11.1 shall remain in full force and effect and apply to all the Stage I Notes notwithstanding any failure to endorse on each Stage I Note a notation of such Note Guarantee.  The delivery of any Stage I Note by the Stage I Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Note Guarantee set forth in this Indenture on behalf of the Guarantors.

The failure to endorse a Note Guarantee shall not affect or impair the validity thereof.

SECTION 11.3Severability.

In case any provision of any Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.4Limitation of Guarantors’ Liability.

Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance.  To effectuate the foregoing intention, the Stage I Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

SECTION 11.5Guarantors May Consolidate, Etc., on Certain Terms.

No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person other than the Stage I Issuer or a Guarantor, unless:

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(1)immediately after giving effect to that transaction no Default or Event of Default exists; and

(2)either:

(A)the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Guarantor under this Indenture pursuant to a supplemental indenture; or

(B)the transaction constitutes a sale or other disposition of the Guarantor in accordance with the provisions of Section 4.10 hereof or the sale or disposition of all or substantially all of the assets of the Guarantor is otherwise permitted by this Indenture; and

(3)the Stage I Issuer delivers, or cause to be delivered, to the Stage I Trustee an Officers’ Certificate (upon which the Stage I Trustee shall be entitled to conclusively and exclusively rely), stating that such sale, other disposition, consolidation or merger complies with the requirements of this Indenture.

Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in the immediately preceding paragraph, the surviving entity shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantors under this Indenture with the same effect as if such surviving entity had been named as a Guarantor herein, as applicable; and when a surviving entity duly assumes all of the obligations and covenants of one or more Guarantors pursuant to this Indenture and the Note Guarantees, except in the case of a lease, the predecessor Person shall be relieved of all such obligations.

Except as set forth in Articles IV and V hereof, nothing contained in this Indenture or in any of the Stage I Notes shall prevent any consolidation or merger of a Guarantor with or into the Stage I Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Stage I Issuer or another Guarantor.

SECTION 11.6Release of a Guarantor.

The Note Guarantee of a Guarantor will be automatically and unconditionally released:

(a)in the event of a sale or other transfer (including by way of consolidation or merger) of Capital Interests in such Guarantor in compliance with Section 4.10 following which such Guarantor ceases to be a Subsidiary;

(b)in connection with any sale, disposition or transfer of all or substantially all of the assets of such Guarantor (including by way of consolidation or merger) to a Person that is not (either before or after giving effect to such transaction) the Stage I Issuer or a Restricted Subsidiary of the Stage I Issuer, if the sale, disposition or transfer does not violate Sections 4.10, 5.1 or 11.5, including the application of the Net Proceeds therefrom; provided, however, that such Guarantor is released from its obligations as a borrower, its guarantees, if any, of, and all pledges and security, if any, granted in connection with, any Credit Facility and any other Debt of the Stage I Issuer or any Restricted Subsidiary of the Stage I Issuer;

(c)upon the designation of such Guarantor as an Unrestricted Subsidiary in compliance with Section 4.18;

(d)upon a release of such Guarantor from its obligations as a borrower, its guarantee of, and all pledges and security interest, if any, granted under the ABL Credit Agreement in connection with an enforcement action by the collateral agent under the ABL Credit Agreement; provided that (x) prior to such release, such Guarantor is also a guarantor or borrower under the ABL Credit Agreement and (y) after giving effect to such release, such Guarantor will not guarantee any indebtedness of the Stage I Issuer or any of its Restricted Subsidiaries nor be obligated as a co-borrower for any indebtedness of the Stage I Issuer;

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(e)in connection with a Discharge, legal defeasance or covenant defeasance in compliance with Article VIII.

Upon any release of a Guarantor from its Note Guarantee, such Guarantor shall be automatically and unconditionally released from its obligations under the Security Documents.

SECTION 11.7Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Stage I Notes guarantee and waivers pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.

SECTION 11.8Future Guarantors.

Each Person that is required to become a Guarantor after June 18, 2013 pursuant to Section 4.17 shall promptly (but no longer than thirty (30) days of becoming required to become a Guarantor) execute and deliver to the Stage I Trustee a supplemental indenture in the form of Exhibit E pursuant to which such Person shall become a Guarantor. Concurrently with the execution and delivery of such supplemental indenture, the Stage I Issuer shall deliver to the Stage I Trustee an Opinion of Counsel and an Officers’ Certificate (upon which the Stage I Trustee shall be entitled to conclusively and exclusively rely) to the effect, subject to customary assumptions and qualifications, that such supplemental indenture has been duly authorized, executed and delivered by such Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the Stage I Trustee may reasonably request.

ARTICLE XII

MISCELLANEOUS

SECTION 12.1Notices.

Any notice or communication by the Stage I Issuer, any Guarantor or the Stage I Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier, other electronic means or overnight air courier guaranteeing next day delivery, to the others address:

If to the Stage I Issuer or any Guarantor:

Jack Cooper Holdings Corp.

1100 Walnut Street

Suite 2400

Kansas City, MO 64106

email:  tciupitu@jackcooper.com

Attention:  Bob Griffin, Chief Executive Officer

    and

    Theo Ciupitu, General Counsel

With a copy to:

Paul Hastings LLP

85

1170 Peachtree St. SE

Suite 100

Atlanta, Georgia 30309

Email:  elizabethnoe@paulhastings.com

Attention:  Elizabeth Noe

If to the Stage I Trustee:

U.S. Bank National Association
60 Livingston Avenue

St. Paul, MN 55107

Facsimile:  (651) 466-7430
Attention:  Jack Cooper (Stage I) Corporate Trust Administrator

The Stage I Issuer, the Guarantors and the Stage I Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders and the Stage I Trustee) shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier promising next Business Day delivery.  All notices and communications to the Stage I Trustee shall only be deemed to have been duly given upon receipt by a Responsible Officer of the Stage I Trustee.

Any notice or communication to a Holder shall be mailed by first class mail or by overnight air courier promising next Business Day delivery to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent such notice is required by the TIA or would be so required were the TIA applicable this Indenture.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed or delivered in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except in the case of notices or communications given to the Stage I Trustee, which shall be effective only upon actual receipt.

If the Stage I Issuer mails a notice or communication to Holders, they shall mail a copy to the Stage I Trustee and each Agent at the same time.

The Stage I Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that, the Stage I Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced on or before delivery of any such instructions or directions whenever a person is to be added or deleted from the listing.  If the party elects to give the Stage I Trustee e-mail, pdf or facsimile instructions (or instructions by a similar electronic method) and the Stage I Trustee in its discretion elects to act upon such instructions, the Stage I Trustee’s understanding of such instructions shall be deemed controlling.  The Stage I Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Stage I Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction.  The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Stage I Trustee, including without

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limitation the risk of the Stage I Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

SECTION 12.2Communication by Holders of Stage I Notes with Other Holders of Stage I Notes.

Holders may communicate in accordance with TIA § 312(b) with other Holders with respect to their rights under this Indenture, the Security Documents or the Stage I Notes.  The Stage I Issuer, the Guarantors, the Stage I Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 12.3Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Stage I Issuer to the Stage I Trustee to take any action under this Indenture, the Stage I Issuer shall furnish to the Stage I Trustee:

(a)an Officers’ Certificate (which shall include the statements set forth in Section 12.4 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)an Opinion of Counsel (which shall include the statements set forth in Section 12.4 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 12.4Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 12.5Rules by Stage I Trustee and Agents.

The Stage I Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 12.6No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Stage I Issuer or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Stage I Issuer under the Stage I Notes, any Note Guarantees or this Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each Holder of Stage I Notes by accepting a Stage I Note waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Stage I Notes.

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SECTION 12.7Governing Law.

THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE STAGE I NOTES AND THE NOTE GUARANTEES, IF ANY.  The parties to this Indenture each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Stage I Notes, the Note Guarantees or this Indenture, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE STAGE I NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 12.8No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Stage I Issuer or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.9Successors.

All agreements of the Stage I Issuer and the Guarantors in this Indenture and the Stage I Notes and the Note Guarantees, as applicable, shall bind their respective successors and assigns.  All agreements of the Stage I Trustee in this Indenture shall bind its successors and assigns.

SECTION 12.10Severability.

In case any provision in this Indenture or in the Stage I Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.11Counterpart Originals.

The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 12.12Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 12.13Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Stage I Trustee and, where it is hereby expressly required, to the Stage I Issuer.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Stage I Trustee and the Stage I Issuer, if made in the manner provided in this Section 12.13.

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(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof.  Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Stage I Trustee deems sufficient.

(c)The ownership of Stage I Notes shall be proved by the Holder list maintained under Section 2.5 hereunder.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Stage I Note shall bind every future Holder of the same Stage I Note and the holder of every Stage I Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Stage I Trustee or the Stage I Issuer in reliance thereon, whether or not notation of such action is made upon such Stage I Note.

(e)If the Stage I Issuer shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Stage I Issuer may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Stage I Issuer shall have no obligation to do so.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Stage I Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Stage I Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

SECTION 12.14Existing Intercreditor Agreement.

The Stage I Trustee, the Stage I Collateral Agent and the Holders are bound by the terms of the Existing Intercreditor Agreement and the other Security Documents.

SECTION 12.15Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, U.S. Bank National Association, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account.  The parties to this Indenture agree that they will provide U.S. Bank National Association with such information as it may request in order for U.S. Bank National Association to satisfy the requirements of the USA PATRIOT Act.

SECTION 12.16Trust Indenture Act Controls.

If any provision hereof limits, qualifies or conflicts with a provision of the TIA or another provision that is required or deemed under such Act to be part of and govern this Indenture, the latter provision shall control.  If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded or if the Indenture is not required to comply with the TIA, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

[Signatures on following page]

89

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first above written.

JACK COOPER HOLDINGS CORP.
By:
	Name: Michael Testman
	Title: Chief Financial Officer
JACK COOPER TRANSPORT COMPANY, INC.
By:
	Name: Michael Testman
	Title: Chief Financial Officer
PACIFIC MOTOR TRUCKING COMPANY
By:
	Name: Michael Testman
	Title: Chief Financial Officer
AUTO HANDLING CORPORATION
By:
	Name: Michael Testman
	Title: Chief Financial Officer
JACK COOPER LOGISTICS, LLC
By:
	Name: Michael Testman
	Title: Chief Financial Officer
JACK COOPER SPECIALIZED TRANSPORT, INC.
By:
	Name: Michael Testman
	Title: Chief Financial Officer

[Signature Page to Amended and Restated Stage I Indenture]

AUTO EXPORT SHIPPING, INC.
By:
	Name: Michael Testman
	Title: Chief Financial Officer
AXIS LOGISTIC SERVICES, INC.
By:
	Name: Michael Testman
	Title: Chief Financial Officer
JACK COOPER RAIL AND SHUTTLE, INC.
By:
	Name: Michael Testman
	Title: Chief Financial Officer
JACK COOPER CT SERVICES, INC.
By:
	Name: Michael Testman
	Title: Chief Financial Officer

[Signature Page to Amended and Restated Stage I Indenture]

U.S. BANK NATIONAL ASSOCIATION,
as Stage I Trustee
By:
	Name:
	Title:

[Signature Page to Amended and Restated Stage I Indenture]

U.S. BANK NATIONAL ASSOCIATION,
as Stage I Collateral Agent
By:
	Name:
	Title:

[Signature Page to Amended and Restated Stage I Indenture]

EXHIBIT A

FORM OF 9.25% SENIOR SECURED NOTE

(Face of 9.25% Senior Secured Note)
9.25% Senior Secured Notes due 2020

[Global Note Legend]

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.  THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO JACK COOPER FINANCE CO. (OR, FOLLOWING THE MERGER OF JACK COOPER FINANCE CO. WITH AND INTO JACK COOPER HOLDINGS CORP., JACK COOPER HOLDINGS CORP.) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.

[Restricted Note Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO JACK COOPER FINANCE CO. (OR, FOLLOWING THE MERGER OF JACK COOPER FINANCE CO. WITH AND INTO JACK COOPER HOLDINGS CORP., JACK COOPER HOLDINGS CORP.) OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904

A-1

UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) PURSUANT TO (C), (D) OR (E), THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

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Jack Cooper Finance Co.

9.25% SENIOR SECURED NOTE DUE 2020

No.	INITIAL NOTES CUSIP:
	144A: 466354AA5
	Reg S:  U4687UAA0
	INITIAL NOTES ISIN:
	144A: US466354AA52
	Reg S: USU4687UAA08

Jack Cooper Finance Co. promises to pay to Cede & Co. or registered assigns, the principal sum of [              ] ($[            ]) on June 1, 2020.

Interest Payment Dates:  June 1 and December 1, beginning December1, 2013

Record Dates:  May 15 and November 15

Reference is made to further provisions of this Stage I Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Stage I Trustee referred to on the reverse hereof by manual signature, this Stage I Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

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JACK COOPER FINANCE CO.
By:
	Name:
	Title:

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STAGE I TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the 9.25% Senior Secured Notes
referred to in the within-mentioned Indenture:
Dated:  [            ] [  ], 201[ ]

U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Stage I Trustee

By:
	Authorized Signatory

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(Reverse of 9.25% Senior Secured Note)
9.25% Senior Secured Notes due 2020

Jack Cooper Finance Co.

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)Interest.  Jack Cooper Finance Co., a Delaware corporation, or following the merger of Jack Cooper Finance Co., with and into Jack Cooper Holdings Corp. in accordance with the Indenture, Jack Cooper Holdings, Inc. (the “Stage I Issuer”), promises to pay interest on the principal amount of this Stage I Note (the “Stage I Notes”) at the rate of 9.25% per annum.    The Stage I Issuer will pay interest in United States dollars (except as otherwise provided herein) semiannually in arrears on June 1 and December 1, commencing on December 1, 2013, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Stage I Notes (including any Stage I Additional Interest, if any) shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including June 18, 2013.  The Stage I Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to then applicable interest rate on the Stage I Notes to the extent lawful; it shall pay interest (including post-petition 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.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.  The interest rate on the Stage I Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

(2)Method of Payment.  The Stage I Issuer will pay interest on the Stage I Notes (except defaulted interest) on the applicable Interest Payment Date to the Persons who are registered Holders of Stage I Notes at the close of business on the May 15 and November 15 (whether or not a Business Day) preceding the Interest Payment Date, even if such Stage I Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Stage I Notes shall be payable as to principal, premium and interest at the office or agency of the Stage I Issuer maintained for such purpose within or without The City and State of New York, or, at the option of the Stage I Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other Stage I Notes the Holders of which shall have provided written wire transfer instructions to the Stage I Issuer and the Paying Agent at least three Business Days prior to the date of any such payment.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Any payments of principal of and interest on this Stage I Note prior to Stated Maturity shall be binding upon all future Holders of this Stage I Note and of any Stage I Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  The amount due and payable at the maturity of this Stage I Note shall be payable only upon presentation and surrender of this Stage I Note at an office of the Stage I Trustee or the Stage I Trustee’s agent appointed for such purposes.

(3)Paying Agent and Registrar.  Initially, U.S. Bank National Association, the Stage I Trustee under the Indenture, shall act as Paying Agent and Registrar.  The Stage I Issuer may change any Paying Agent or Registrar without notice to any Holder.  The Stage I Issuer may act in any such capacity.

(4)Indenture.  The Stage I Issuer issued the Stage I Notes under an Indenture, dated as of November 7, 2013 (the “Indenture”), among the Stage I Issuer, the Stage I Trustee and the Stage I Collateral Agent.  The terms of the Stage I Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (U.S. Code §§ 77aaa-77bbbb) (the “TIA”).  To the extent the provisions of

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this Stage I Note are inconsistent with the provisions of the Indenture, the Indenture shall govern.  The Stage I Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms.  The Stage I Notes issued on the Stage I Issue Date are senior secured Obligations of the Stage I Issuer limited to $150,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding Stage I Notes as set forth in Paragraph 2 hereof.

(5)Optional Redemption.

(a)In the event that the Stage I Issuer optionally redeems some or all of the Existing Notes in accordance with the Existing Indenture (other than with the proceeds of an Equity Offering), then the Stage I Notes shall be redeemed, in whole or in part in the same proportions as such Existing Notes upon not less than 30 nor more than 60 days’ prior notice (which notice shall, in any event, be delivered concurrently with the corresponding notice by JCHC to the holders of the Existing Notes) delivered to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Stage I Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest (including, for the avoidance of doubt, pre-issuance interest), if any, to but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date).  For the avoidance of doubt, such redemption price shall be the same as the redemption price payable in respect of the Existing Notes in accordance with the Existing Indenture (as in effect as of the date hereof).

(b)In the event that the Stage I Issuer redeems the Existing Notes with the net proceeds of one or more Equity Offerings, then the Stage I Issuer shall, in the same proportion as such Existing Notes, redeem up to 35% of the aggregate principal amount of the outstanding Stage I Notes at a Redemption Price equal to 109.25% of the principal amount thereof, plus accrued and unpaid interest (including, for the avoidance of doubt, pre-issuance interest), if any, to but not including the date of redemption; provided that at least 65% of the principal amount of Stage I Notes then outstanding remains outstanding immediately after the occurrence of any such redemption (excluding Stage I Notes held by the Stage I Issuer) and that any such redemption occurs within 180 days following the closing of any such Equity Offering.

(6)Mandatory Redemption.  Except as set forth under Sections 3.10 and 3.11 of the Indenture, the Stage I Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Stage I Notes.

(7)Repurchase at Option of Holder.

(a)Upon the occurrence of certain events, the Stage I Issuer may be required to commence an Offer to Purchase as a result of a Change of Control.

(b)Holders of the Stage I Notes that are the subject of an Offer to Purchase will receive notice of an Offer to Purchase as a result of a Change of Control from the Stage I Issuer prior to any related Purchase Date and may elect to have such Stage I Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing below.

(8)Notice of Redemption.  Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Stage I Notes are to be redeemed at its registered address.  Stage I Notes in denominations larger than $2,000 may be redeemed in part but only in a minimum amount of $2,000 principal amount (and integral multiples of $1,000 in excess thereof), unless all of the Stage I Notes held by a Holder are to be redeemed.  On and after the redemption date, interest ceases to accrue on the Stage I Notes or portions hereof called for redemption.

(9)Denominations, Transfer, Exchange.  The Stage I Notes are in registered form without coupons in initial denominations of $2,000 and any integral multiple of $1,000 in excess thereof.  The transfer of the Stage I Notes may be registered and the Stage I Notes may be exchanged as provided in the Indenture.  The Registrar and the Stage I Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Stage I Issuer may require a Holder to pay any taxes and fees required by law or permitted by this

A-7

Indenture.  The Stage I Issuer need not exchange or register the transfer of any Stage I Note or portion of a Stage I Note selected for redemption, except for the unredeemed portion of any Stage I Note being redeemed in part.  Also, it need not exchange or register the transfer of any Stage I Notes for a period of 15 days before a selection of Stage I Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10)Persons Deemed Owners.  The registered Holder of a Stage I Note may be treated as its owner for all purposes.

(11)Amendment, Supplement and Waiver.  Subject to the following paragraphs, the Indenture and the Stage I Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Stage I Notes, including consents obtained in connection with a purchase of or tender offer or exchange offer for Stage I Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Stage I Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Stage I Notes, including consents obtained in connection with a tender offer or exchange offer for the Stage I Notes.

Without the consent of any Holders, the Stage I Issuer, the Stage I Trustee and the Stage I Collateral Agent, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture for any of the following purposes:

(1)to evidence the succession of another Person to the Stage I Issuer and the assumption by any such successor of the covenants of the Stage I Issuer in the Indenture, the Security Documents and the Stage I Notes;

(2)to add to the covenants of the Stage I Issuer for the benefit of the Holders, or to surrender any right or power herein conferred upon the Stage I Issuer;

(3)to add additional Events of Default;

(4)to provide for uncertificated Stage I Notes in addition to or in place of the Certificated Notes;

(5)to evidence and provide for the acceptance of appointment under the Indenture and the Security Documents by a successor Stage I Trustee or Stage I Collateral Agent;

(6)[reserved];

(7)to add to the Stage I Collateral Securing the Stage I Notes or to release Stage I Collateral in accordance with the Indenture;

(8)to cure any ambiguity, defect, omission, mistake, error or inconsistency;

(9)to make or change any other provisions with respect to matters or questions arising under the Indenture; provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Stage I Issuer;

(10)to conform any provision of the Indenture, the Security Documents or the Stage I Notes to any provision of the “Description of Stage I Notes” in the Offering Memorandum;

(11)[reserved];

(12)[reserved];

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(13)to enter into or amend the Security Documents (or supplement the Security Documents) under circumstances provided therein;

(14)at the Stage I Issuer’s election, to comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA, if such qualification is required;

(15)[reserved]; and

(16)to make any amendment to the provisions of the Indenture relating to the transfer and legending of the Stage I Notes as permitted by the Indenture, including to facilitate the issuance and administration of Stage I Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Stage I Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Stage I Notes in any material respect.

With the consent of (i) the Holders of not less than a majority in aggregate principal amount of the outstanding Stage I Notes, the Stage I Issuer and the Stage I Trustee may enter into an indenture or indentures supplemental to the Indenture (together with the other consents required thereby) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or the Stage I Notes or of modifying in any manner the rights of the Holders under the Indenture, including the definitions therein, and (ii) the Holders of not less than a majority in aggregate principal amount of the outstanding Stage I Notes, voting as one class, the Stage I Issuer, the Stage I Trustee and the Stage I Collateral Agent may amend or otherwise modify in any manner the Security Documents or the obligations thereunder, including, without limitation, as to property that constitutes less than all or substantially all of the Stage I Collateral, release the Lien on such Stage I Collateral; provided, however, that no such supplemental indenture, modification or amendment shall, without the consent of the Holder of each outstanding Stage I Note affected thereby:

(1)change the Stated Maturity of any Stage I Note or of any installment of interest on any Stage I Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Stage I Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Stage I Notes may be subject to redemption (other than pursuant to the final paragraph of clause (a) of Section 9.2 of the Indenture) or reduce the Redemption Price therefor,

(2)reduce the percentage in aggregate principal amount of the outstanding Stage I Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture,

(3)modify the obligations of the Stage I Issuer to make Offers to Purchase upon a Change of Control if such modification was done after the occurrence of such Change of Control; provided that prior to the occurrence of a Change of Control, the Holders of a majority in aggregate principal amount of the Stage I Notes then outstanding may waive the requirement to make or complete an Offer to Purchase,

(4)subordinate, in right of payment, the Stage I Notes to any other indebtedness of the Stage I Issuer, or

(5)modify any of the provisions of this paragraph or provisions relating to waivers of past payment defaults or the rights of Holders of Stage I Notes to receive payments of principal or premium, if any, on the Stage I Notes, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Stage I Note affected thereby.

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In addition, any amendment to, or waiver of, the provisions of the Indenture or any Security Document that has the effect of releasing all or substantially all of the Stage I Collateral from the Liens securing the Stage I Notes other than in accordance with the Indenture and the Security Documents in any manner adverse in any material respect to the Holders of the Stage I Notes will require the consent of the holders of at least 662/3% in aggregate principal amount of the Stage I Notes then outstanding, voting as one class.

The Holders of not less than a majority in aggregate principal amount of the outstanding Stage I Notes may on behalf of the Holders of all the Stage I Notes waive any past default under the Indenture and its consequences, except a default:

(1)in any payment in respect of the principal of (or premium, if any) or interest on any Stage I Notes (including any Stage I Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Stage I Issuer), or

(2)in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Stage I Note affected.

(12)Defaults and Remedies.  Events of Default include (provided that these Events of Default shall terminate and be of no further force and effect and the Events of Default (excluding, for the avoidance of doubt, the Event of Default with respect to the Stage II Notes Exchange Redemption, which shall remain in full force and effect) and associated definitions under the Indenture shall be automatically amended to be the same as the Events of Default applicable to the Stage I Issuer under the Existing Indenture):

(1)default in the payment in respect of the principal of (or premium, if any, on) any Stage I Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption, mandatory redemption (including a default in payment resulting from the failure to give notice of such mandatory redemption), required repurchase, the Special Redemption, the Stage II Notes Exchange Redemption or otherwise);

(2)default in the payment of any interest upon any Stage I Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3)the Stage I Issuer fails to accept and pay for Stage I Notes tendered when and as required pursuant to an Offer to Purchase as described under Section 4.14;

(4)[reserved];

(5)default in the performance, or breach, of any covenant or agreement of the Stage I Issuer in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2) or (3) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Stage I Issuer by the Stage I Trustee or to the Stage I Issuer and the Stage I Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Stage I Notes;

(6)(a) a default or defaults under any bonds, debentures, notes or other evidences of indebtedness (other than the Stage I Notes) by the Stage I Issuer having, individually or in the aggregate, a principal or similar amount outstanding of at least $10,000,000, whether such indebtedness now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such indebtedness prior to its express maturity or shall constitute a failure to pay at least $10,000,000 of principal amount of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto or (b) an “Event of Default” under, and as defined in the Existing Indenture, shall have occurred;

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(7)the entry against the Stage I Issuer of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $10,000,000 and not covered by insurance (not disputed), by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days;

(8)(i) the Stage I Issuer, pursuant to or within the meaning of any Bankruptcy Law:

(a)commences a voluntary case,

(b)consents to the entry of an order for relief against it in an involuntary case,

(c)consents to the appointment of a Custodian of it or for all or substantially all of its property,

(d)makes a general assignment for the benefit of its creditors, or

(e)admits, in writing, its inability generally to pay its debts as they become due; or

(ii)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a)is for relief against the Stage I Issuer in an involuntary case;

(b)appoints a Custodian of the Stage I Issuer or for all or substantially all of the property of the Stage I Issuer;

(c)orders the liquidation of the Stage I Issuer

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(9)(x) with respect to a material portion of the Stage I Collateral, individually or in the aggregate, (a) any default or breach by the Stage I Issuer in the performance of its obligations under the Security Documents or the Indenture which adversely affects the condition or value of such Stage I Collateral or the enforceability, validity, perfection or priority of the Liens in such Stage I Collateral, in each case taken as a whole, in any material respect, and continuance of such default or breach for a period of 30 days after written notice thereof by the Stage I Trustee or the Holders of at least 25% in principal amount of the outstanding Stage I Notes, or (b) any security interest created under the Security Documents or under the Indenture is declared invalid or unenforceable by a court of competent jurisdiction or (y) the Stage I Issuer asserts, in any pleading in any court of competent jurisdiction, that any security interest in any Stage I Collateral is invalid or unenforceable.

If an Event of Default (other than an Event of Default specified in clause (8) above with respect to the Stage I Issuer) occurs and is continuing, then and in every such case the Stage I Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Stage I Notes may declare the principal of the Stage I Notes and any accrued interest on the Stage I Notes to be due and payable immediately by a notice in writing to the Stage I Issuer (and to the Stage I Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Stage I Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Stage I Notes, have been cured or waived as provided in the Indenture.

In the event of a declaration of acceleration of the Stage I Notes solely because an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the Stage I Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default

A-11

pursuant to clause (6) above shall be remedied or cured by the Stage I Issuer (other than in the case of subclause (6)(b) above) waived by the holders of the relevant indebtedness within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Stage I Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Stage I Trustee for the payment of amounts due on the Stage I Notes.

If an Event of Default specified in clause (8) above occurs with respect to the Stage I Issuer, the principal of and any accrued interest on the Stage I Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Stage I Trustee or any Holder.  The Stage I Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Stage I Trustee determines that withholding notice is in the interests of the Holders to do so.

(13)Trustee Dealings with Stage I Issuer.  The Stage I Trustee, in its individual or any other capacity, may make loans to, accept deposits from and perform services for Stage I Issuer or its Affiliates, and may otherwise deal with Stage I Issuer or its Affiliates, as if it were not the Stage I Trustee.

(14)No Recourse Against Others.  No director, officer, employee, stockholder, general or limited partner, member or incorporator, past, present or future, of the Stage I Issuer, as such or in such capacity, shall have any personal liability for any obligations of the Stage I Issuer under the Stage I Notes or the Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner, member or incorporator.

(15)Authentication.  This Stage I Note shall not be valid until authenticated by the manual signature of the Stage I Trustee or an authenticating agent.

(16)Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17)CUSIP, ISIN Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Stage I Issuer has caused CUSIP numbers to be printed on the Stage I Notes and the Stage I Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders.  No representation is made as to the accuracy of such numbers either as printed on the Stage I Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Stage I Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:

Jack Cooper Finance Co.

1100 Walnut Street

Suite 2400

Kansas City, MO 64106

Email: tciupitu@jackcooper.com

Attention: Bob Griffin, Chief Executive Officer

and

Theo Ciupitu, General Counsel

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ASSIGNMENT FORM

To assign this Stage I Note, fill in the form below:  (I) or (we) assign and transfer this Stage I Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                                                                 to transfer this Stage I Note on the books of the Stage I Issuer.  The agent may substitute another to act for him.

Date:
Your Signature:
		(Sign exactly as your name appears on the face of this Stage I Note)
Signature guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

A-13

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Stage I Note purchased by the Stage I Issuer pursuant to Section 4.14 (Change of Control) of the Indenture, check this box:

[   ]

If you want to elect to have only part of the Stage I Note purchased by the Stage I Issuer pursuant to Section  4.14 of the Indenture, state the amount you elect to have purchased:  $

Date:		Your Signature:
			(Sign exactly as your name appears on the Stage I Note)
Tax Identification No.:
Signature guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

A-14

CERTIFICATE TO BE DELIVERED UPON
EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED NOTES

Jack Cooper Finance Co.

1100 Walnut Street

Suite 2400

Kansas City, MO 64106

Email: tciupitu@jackcooper.com

Attention: Bob Griffin, Chief Executive Officer

and

Theo Ciupitu, General Counsel

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

Facsimile: (651) 466-7430
Attention: Raymond S. Haverstock

Re:Jack Cooper Finance Co.
9.25% Senior Secured Notes due 2020

CUSIP #                                                                                

Reference is hereby made to that certain Indenture dated November 7, 2013 (the “Indenture”) among Jack Cooper Finance Co. (the “Stage I Issuer”), the guarantors party thereto, U.S. Bank National Association, as collateral agent and U.S. Bank National Association, as trustee (the “Stage I Trustee”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.

This certificate relates to $                    principal amount of Stage I Notes held in (check applicable space)         book-entry or         definitive form by the undersigned.

The undersigned                                      (transferor) (check one box below):

ohereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Stage I Note or Stage I Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; or

ohereby requests the Stage I Trustee to exchange or register the transfer of a Stage I Note or Stage I Notes to               (transferee).

In connection with any transfer of any of the Stage I Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(b) under the Securities Act of 1933, as amended, the undersigned confirms that such Stage I Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW:

A-15

(1)¨to the Stage I Issuer; or

(2)¨inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or

(3)¨outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder.

Unless one of the boxes is checked, the Registrar will refuse to register any of the Stage I Notes evidenced by this certificate in the name of any person other than the registered holder thereof.

		Signature
Signature guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Stage I Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Stage I Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

	[Name of Transferee]
Dated:
NOTICE: To be executed by an executive officer

A-16

SCHEDULE OF EXCHANGES OF 9.25% SENIOR SECURED NOTES

The following exchanges of a part of this Global Note for other 9.25% Senior Secured Notes have been made:

Date of Exchange Amount of Decrease
in Principal Amount
of this Global Note Amount of Increase
in Principal Amount
of this Global Note Principal Amount of
this Global Note
Following Such
Decrease (or
Increase) Signature of Authorized
Signatory of
Stage I Trustee or
9.25% Senior
Secured Notes
Custodian

A-17

EXHIBIT B

FORM OF NOTATIONAL GUARANTEE

Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of November 7, 2013, by and among Jack Cooper Finance Co. (the “Initial Stage I Issuer”) and the Stage I Trustee, as amended and restated, pursuant to that certain supplemental indenture, dated as of [  ], 20[  ], by and among Jack Cooper Holdings Corp. (the “Stage I Issuer”), the Guarantors, the Stage I Collateral Agent and the Stage I Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the Stage I Notes and the obligations of the Stage I Issuer under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Stage I Notes of the Stage I Issuer, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Stage I Notes, and the due and punctual performance of all other obligations of the Stage I Issuer to the Holders or the Stage I Trustee all in accordance with the terms set forth in Article IV of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Stage I Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture.

The obligations of each Guarantor to the Holders and to the Stage I Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee.

No stockholder, employee, officer, director, general or limited partner, member or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director, general or limited partner, member or incorporator.

This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Stage I Issuer’s obligations under the Stage I Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Stage I Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Stage I Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.  This is a Note Guarantee of payment and not of collectability.

This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Stage I Trustee under the Indenture by the manual signature of one of its authorized signatories.  The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.

C-1

THE TERMS OF ARTICLE XII OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

C-1

Dated as of
	GUARANTORS:
	JACK COOPER TRANSPORT COMPANY, INC.
	By:
		Name:
		Title:
	PACIFIC MOTOR TRUCKING COMPANY
	By:
		Name:
		Title:
	AUTO HANDLING CORPORATION
	By:
		Name:
		Title:
	JACK COOPER LOGISTICS, LLC
	By:
		Name:
		Title:

C-2

JACK COOPER SPECIALIZED TRANSPORT, INC.
By:
	Name:
	Title:
AUTO EXPORT SHIPPING, INC.
By:
	Name:
	Title:

C-3

EXHIBIT C

[FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A]

Jack Cooper Finance Co.

1100 Walnut Street

Suite 2400

Kansas City, MO 64106

Email: tciupitu@jackcooper.com

Attention: Bob Griffin, Chief Executive Officer

and

Theo Ciupitu, General Counsel

U.S. Bank National Association
60 Livingston Avenue

St. Paul, MN 55107

Facsimile: (651)466-7430
Attention: Raymond S. Haverstock

Re:Jack Cooper Finance Co. (the “Stage I Issuer”) 9.25% Senior Secured Notes due 2020 (the “Stage I Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $                  aggregate principal amount at maturity of the Stage I Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Stage I Notes are being transferred to a person that we reasonably believe is purchasing the Stage I Notes for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Stage I Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States.

You and the Stage I Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferor]

By:

Authorized Signature

C-4

Signature guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

C-5

EXHIBIT D

[FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS
PURSUANT TO REGULATION S]

Jack Cooper Finance Co.

1100 Walnut Street

Suite 2400

Kansas City, MO 64106

Facsimile: tciupitu@jackcooper.com

Attention: Bob Griffin, Chief Executive Officer

and

Theo Ciupitu, General Counsel

U.S. Bank National Association
60 Livingston Avenue

St. Paul, MN 55107

Facsimile: (651)466-7430
Attention: Raymond S. Haverstock

Re:Jack Cooper Holdings Corp. (the “Stage I Issuer”) 9.25% Senior Secured Notes due 2020 (the “Stage I Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $         aggregate principal amount of the Stage I Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(1)the offer of the Stage I Notes was not made to a person in the United States;

(2)either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(3)no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

(4)the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

In addition, if the sale is made during a restricted period and the provisions of Rule 903(b) or Rule 904(b) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b) or Rule 904(b), as the case may be.

The Stage I Issuer and you are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.  Terms used in this certificate have the meanings set forth in Regulation S.

		Very truly yours,
		[Name of Transferor]
		By:
		Authorized Signature
Signature guarantee:
	(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE IN RESPECT OF GUARANTEE

SUPPLEMENTAL INDENTURE, dated as of [                 ] (this “Supplemental Indenture”), among [name of Guarantor[s]] (the “Guarantor[s]”), Jack Cooper Holdings Corp., a Delaware corporation (the “Stage I Issuer”), U.S. Bank National Association, a national banking association, as Trustee (the “Stage I Trustee”) and U.S. Bank National Association, a national banking association, as Collateral Agent (the “Stage I Collateral Agent”) under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Stage I Issuer, the Stage I Collateral Agent and the Stage I Trustee are parties to a Supplemental Indenture, dated as of [   ], 20[  ] (as amended, supplemented, waived or otherwise modified, the “First Supplemental Indenture”), providing for the issuance of 9.25% Senior Secured Notes due 2020 of the Stage I Issuer (the “Stage I Notes”);

WHEREAS, Section 11.8 of the First Supplemental Indenture provides that the Stage I Issuer is required to cause the Guarantor[s] to execute and deliver to the Stage I Trustee a supplemental indenture pursuant to which the Guarantor[s] shall guarantee the Stage I Notes pursuant to [a]  Guarantee[s] on the terms and conditions set forth herein and in Article XI of the First Supplemental Indenture;

WHEREAS, [the][each] Guarantor desires to enter into this Supplemental Indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of such Guarantor is dependent on the financial performance and condition of the Stage I Issuer;

WHEREAS, pursuant to Section 9.1 of the First Supplemental Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the First Supplemental Indenture, without the consent of any Holder; and

WHEREAS, all things necessary to make this a legal, valid and binding agreement of the Stage I Issuer have been done.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor[s], the Stage I Issuer and the Stage I Trustee mutually covenant and agree for the benefit of the Holders of the Stage I Notes as follows:

1.Defined Terms.  As used in this Supplemental Indenture, terms defined in the First Supplemental Indenture or in the preamble or recital hereto are used herein as therein defined.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2.Agreement to Guarantee.  [The] [Each] Guarantor hereby agree[s], jointly and severally with [all] [any] other Guarantor[s], fully and unconditionally, to guarantee the Stage I Notes and the obligations of the Stage I Issuer under the First Supplemental Indenture and the Stage I Notes on the terms and subject to the conditions set forth in Article XI of the First Supplemental Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the First Supplemental Indenture as a Guarantor.

3.Termination, Release and Discharge.  [The] [Each] Guarantor’s Guarantee shall terminate and be of no further force or effect, and [the] [each] Guarantor shall be released and discharged from all obligations in respect of its Guarantee, only as and when provided in Section 11.5 of the First Supplemental Indenture.

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4.Parties.  Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Stage I Trustee, any legal or equitable right, remedy or claim under or in respect of [the] [each] Guarantor’s Guarantee or any provision contained herein or in Article XI of the First Supplemental Indenture.

5.Governing Law.  THIS SUPPLEMENTAL INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE, THE GUARANTEES AND THE STAGE I NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT SUCH PRINCIPLES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  THE STAGE I ISSUER AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FIRST SUPPLEMENTAL INDENTURE, THE GUARANTEES AND THE STAGE I NOTES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  THE STAGE I ISSUER AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE STAGE I TRUSTEE OR ANY HOLDER OF THE STAGE I NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE STAGE I ISSUER OR ANY GUARANTOR IN ANY OTHER JURISDICTION.

6.Ratification of First Supplemental Indenture; Supplemental Indentures Part of First Supplemental Indenture.  Except as expressly amended hereby, the First Supplemental Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the First Supplemental Indenture for all purposes, and every Holder of Stage I Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Stage I Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

7.Counterparts.  The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

8.Headings.  The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

	[GUARANTOR], as Guarantor
	By:
		Name:
		Title:
JACK COOPER HOLDINGS CORP.
	By:
		Name:
		Title:
U.S. BANK NATIONAL ASSOCIATION,
	as Stage I Trustee and as Stage I Collateral Agent
	By:
		Name:
		Title:

EXHIBIT F

FORM OF PERMITTED ADDITIONAL PARI PASSU SECURED PARTY JOINDER

[Name of Authorized Representative]

[Address of Authorized Representative]

[Date]

The undersigned is the Authorized Representative for [list names of new secured parties] who have evidenced in writing their intent and consent to become Secured Parties (the “New Secured Parties”) under the Security Agreement, dated as of June 18, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”), each of the subsidiaries signatories thereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and together with the Issuer, the “Grantors”) and U.S. Bank National Association, a national banking association, as the Collateral Agent.  Terms used herein but not defined herein have the meanings assigned to such terms in the Security Agreement.

In consideration of the foregoing, the undersigned Authorized Representative hereby:

(i)represents that the Authorized Representative has been duly authorized by the New Secured Parties to become a party to the Security Agreement on behalf of the New Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the “New Secured Obligations”) and to act as the Authorized Representative for the New Secured Parties, including to appoint the Collateral Agent as set forth below;

(ii)acknowledges that each of the New Secured Parties has received a copy of the Security Agreement, the Intercreditor Agreement and the Indenture, and accepts, acknowledges and agrees for itself and each New Secured Party to be bound in all respects by the terms of the Security Agreement, including the provisions of the Indenture incorporated therein by reference;

(iii)appoints and authorizes the Collateral Agent, as Collateral Agent for the New Secured Parties under the Security Agreement and the Intercreditor Agreement, to take such action as agent on its behalf and on behalf of all other Secured Parties and to exercise such powers under the Security Agreement and the Intercreditor Agreement as are delegated to the Collateral Agent by the terms thereof;

(iv)accepts, acknowledges and agrees for itself and each New Secured Party to be bound in all respects by the terms of the Intercreditor Agreement applicable to it and the New Secured Parties and agrees to serve as Authorized Representative for the New Secured Parties with respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to holders of Permitted Additional Pari Passu Obligations, with all the rights and obligations of a Notes Claimholder (as defined in the Intercreditor Agreement) thereunder and bound by all the provisions thereof (including, without limitation, Section 9.3 thereof) as fully as if it had been a Notes Claimholder on the effective date of the Intercreditor Agreement and agrees that its address for receiving notices pursuant to the Security Agreement and the other Security Documents shall be as follows:

[Address]

The New Secured Parties shall be the Authorized Representative and the holders of the New Secured Obligations.

The Authorized Representative for itself and each New Secured Party does hereby covenant and agree in favor of the Collateral Agent that:

The Collateral Agent shall have no obligation whatsoever to the Authorized Representatives or any of the Secured Parties to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s liens or security interests have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or any Grantor’s property constituting collateral intended to be subject to the lien and security interest of the Security Agreement has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to the Security Agreement, any Notes Document or the Intercreditor Agreement other than pursuant to the instructions provided in the Security Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Authorized Representative or any Secured Party as to any of the foregoing.

No provision of the Security Agreement or any Notes Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Required Secured Parties unless the Collateral Agent shall have received indemnity satisfactory to the Collateral Agent against potential costs and liabilities incurred by the Collateral Agent relating thereto.  Notwithstanding anything to the contrary contained in the Security Agreement, the Intercreditor Agreement or the Notes Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise  any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the Secured Parties in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability.  The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Grantors or the Secured Parties to be sufficient.

The Collateral Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with the Intercreditor Agreement or any Notes Documents or instrument referred to herein or therein, except to the extent that any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Issuers (and money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel.  The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act.

In no event shall the Collateral Agent be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage or any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

The Collateral Agent does not assume any responsibility for any failure or delay in performance or any breach by the Grantors under the Security Agreement, the Intercreditor Agreement and the Notes Documents.  The Collateral Agent shall not be responsible to the Secured Parties or any other Person for any recitals, statements, information, representations or warranties contained in any Notes Documents or in any certificate, report, statement, or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, the Security Agreement, the Intercreditor Agreement or any Notes Document; the execution, validity, genuineness, effectiveness or enforceability of the Security Agreement, the Intercreditor Agreement and any Notes Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Notes Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its Notes Obligations under the Security Agreement, the Intercreditor Agreement and the Notes Documents.  The Collateral Agent shall have no obligation to any Secured Party or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any obligor of any terms of the Security Agreement, the Intercreditor Agreement and the Notes Documents, or the satisfaction of any conditions precedent contained in the Security Agreement, the Intercreditor Agreement and any Notes Documents.  The Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under the Security Agreement, the Intercreditor Agreement and the Notes Documents unless expressly set forth hereunder or thereunder.  The Collateral Agent shall have the right at any time to seek instructions from the Required Secured Parties with respect to the administration of the Notes Documents.

The Secured Parties hereby agree and acknowledge that the Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of the Security Agreement, the Intercreditor Agreement, the Notes Documents or any actions taken pursuant hereto or thereto.  Further, the Secured Parties hereby agree and acknowledge that in the exercise of its rights under the Security Agreement, the Intercreditor Agreement and the Notes Documents, the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral, including without limitation the properties under the real property that constitute Collateral, and that any such actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral, including without limitation the real properties that constitute Collateral, as those terms are defined in Section 101(20)(E) of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended.

(g)The Authorized Representative for itself and on behalf of the New Secured Parties, shall take such action as the Collateral Agent may reasonably request to carry out the intent of the foregoing obligations of the Authorized Representative and the New Secured Parties, an including executing, acknowledging, authorizing, delivering or recording or filing additional instruments, agreements or documents.

The Collateral Agent, by acknowledging and agreeing to this Permitted Additional Pari Passu Secured Party Joinder, and in consideration of the foregoing representations, warranties, covenants and agreements of the Authorized Representative and each other New Secured Party accepts the appointment set forth in clause (iii) above.

THIS OTHER PARI PASSU LIEN SECURED PARTY JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Permitted Additional Pari Passu Secured Party Joinder to be duly executed by its authorized officer as of the     day of            , 20  .

		[AUTHORIZED REPRESENTATIVE]
		By:
			Name:
			Title:
Acknowledged and Agreed
	U.S. BANK NATIONAL ASSOCIATION
as Collateral Agent
By:
	Name:
	Title:
	JACK COOPER HOLDINGS CORP.
By:
	Name:
	Title:

EX-4.4.1

Exhibit 4.4.1

REGISTRATION RIGHTS AGREEMENT

by and among

Jack Cooper Holdings Corp.

and

Wells Fargo Securities, LLC
and
Barclays Capital Inc.

Dated as of November 7, 2013

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 7, 2013, but will become effective on and after the Stage II Issue Date (as defined below), by Jack Cooper Holdings Corp., a Delaware corporation (“JCHC” or the “Stage II Issuer”), the entities named in Schedule I hereto, including any guarantors added pursuant to a supplement to the Indenture, (the “Guarantors”), and Wells Fargo Securities, LLC and Barclays Capital Inc., as the Initial Purchasers (the “Initial Purchasers”), relating to JCHC’s 9.25% Senior Secured Notes due 2020 (the “Stage II Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”).  The Stage II Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”

This Agreement is made pursuant to the Purchase Agreement, dated October 24, 2013 (the “Purchase Agreement”), among JCHC, Jack Cooper Finance Co. (the “Stage I Issuer”), the Guarantors and the Initial Purchasers which provides for, among other things, the sale by the Stage I Issuer to the Initial Purchasers (the “Stage I Offering”) of $150,000,000 aggregate principal amount of the Stage I Issuer’s 9.25% Senior Notes due 2020 (the “Stage I Notes”) on November 7, 2013.  The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers, as set forth in Section 6(j) of the Purchase Agreement.

Pursuant to an escrow agreement by and among the Stage I Issuer and U.S. Bank National Association as the collateral agent and as the escrow agent (the “Escrow Agent”), the Stage I Issuer will deposit the gross proceeds of the Stage I Offering into an escrow account maintained by the Escrow Agent.

Substantially concurrently with the consummation of the acquisition by JCHC of substantially all of the assets of Allied Systems Holdings, Inc. and certain its subsidiaries (collectively, “Allied”) pursuant to the Asset Purchase Agreement, dated as of September 12, 2013 (the “Asset Purchase Agreement”), among JCHC and Allied (the “Acquisition”), or shortly thereafter in the case of clause (ii) below, (i) the Stage I Issuer will merge with and into JCHC at which time JCHC will, pursuant to the Stage I Supplemental Indenture (as defined below) to the Stage I Indenture (as defined below), assume the obligations of the Stage I Issuer under the Stage I Notes and the Stage I Indenture and become the Stage I Issuer under the Stage I Indenture and (ii) JCHC will redeem (the “Stage II Redemption”) all of the Stage I Notes by issuing in exchange therefor an equal principal amount of the Stage II Notes under the Indenture (as defined below) as supplemented by the Supplemental Indenture.  The Stage II Notes will constitute “Additional Notes” as defined in the Indenture and will form part of the same issue as, and be treated as a single class with, JCHC’s previously issued $225,000,000 aggregate principal amount of 9.25% Senior Secured Notes due 2020.

The parties hereby agree as follows:

SECTION 1.Definitions.

As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Interest:  As defined in Section 5 hereof.

Advice:  As defined in Section 6(c) hereof.

Agreement:  As defined in the preamble hereto.

Broker-Dealer:  Any broker or dealer registered under the Exchange Act.

Business Day:  Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

Commission:  The Securities and Exchange Commission.

Consummate:  A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Stage II Issuer to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Transfer Restricted Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

Escrow Agent:  As defined in the preamble hereto.

Exchange Act:  The Securities Exchange Act of 1934, as amended.

Exchange Date:  As defined in Section 3(a) hereof.

Exchange Offer:  The registered offer of the Exchange Securities by the Stage II Issuer under the Securities Act pursuant to a Registration Statement pursuant to which the Stage II Issuer offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement:  The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exchange Securities:  The 9.25% Senior Secured Notes due 2020, of the same series under the Indenture as the Transfer Restricted Securities, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement (including as contemplated by Section 6 hereof).

Existing Registration Rights Agreement:  The Registration Rights Agreement, dated June 18, 2013, by and among JCHC, the Initial Purchasers (as defined therein) and the Guarantors (as defined therein).

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FINRA:  Financial Industry Regulatory Authority, Inc.

Guarantees:  As defined in the preamble hereto.

Guarantors:  As defined in the preamble hereto.

Holders:  As defined in Section 2(b) hereof.

Indemnified Holder:  As defined in Section 8(a) hereof.

Indenture:  The Indenture, dated as of June 18, 2013, to be supplemented by the Supplemental Indenture, by and among the Stage II Issuer, the Guarantors and U.S. Bank National Association, as trustee and notes collateral agent (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

Initial Placement:  The issuance and exchange for Stage I Notes by the Stage II Issuer of the Securities pursuant to the Stage II Redemption.

Initial Purchasers:  As defined in the preamble hereto.

Initial Securities:  The Securities issued and exchanged by the Stage II Issuer pursuant to the Stage II Redemption on the Stage II Issue Date.

JCHC:  As defined in the preamble hereto.

Person:  An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus:  The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Purchase Agreement:  As defined in the preamble hereto.

Registration Actions:  As defined in Section 4(c) hereof.

Registration Default:  As defined in Section 5 hereof.

Registration Statement:  Any registration statement of the Stage II Issuer relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities:  As defined in the preamble hereto.

Securities Act:  The Securities Act of 1933, as amended.

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Shelf Filing Deadline:  As defined in Section 4(a) hereof.

Shelf Registration Statement:  As defined in Section 4(a) hereof.

Stage I Indenture.  The indenture by and between the Stage I Issuer, Stage I Collateral Agent (as defined therein) and the Stage I Trustee (as defined therein) dated as of the date hereof.

Stage I Issuer:  As defined in the preamble hereto.

Stage I Offering:  As defined in the preamble hereto.

Stage I Supplemental Indenture:  The supplemental indenture by and among the Stage I Issuer, the Stage II Issuer, the Guarantors, Stage I Collateral Agent (as defined therein) and the Stage I Trustee (as defined therein) in the form attached as Exhibit E to the Stage I Indenture.

Stage II Issue Date: The date on which the Stage II Notes will be originally issued.

Stage II Issuer:  As defined in the preamble hereto.

Stage II Notes:  As defined in the preamble hereto.

Supplemental Indenture:  The supplemental indenture by and among the Stage II Issuer, the Guarantors, Collateral Agent (as defined in the Indenture) and the Trustee to be dated as of the Stage II Issue Date.

Suspension Period:  As defined in Section 4(c) hereof.

Transfer Restricted Securities:  The Securities; provided that the Securities shall cease to be Transfer Restricted Securities on the earliest to occur of (i) the date on which a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) the date on which such Securities cease to be outstanding or (iii) with respect to any Holder of a Transfer Restricted Security, the date immediately following the Consummation of the Exchange Offer if such Transfer Restricted Security was eligible to be exchanged in the Exchange Offer and such Holder has no other registration rights hereunder with respect thereto.

Trust Indenture Act:  The Trust Indenture Act of 1939, as amended.

Trustee:  As defined in the definition of “Indenture”.

Underwritten Registration or Underwritten Offering:  A registration in which securities of the Stage II Issuer are sold to an underwriter for reoffering to the public.

SECTION 2.Securities Subject to this Agreement.

(a)Transfer Restricted Securities.  The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

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(b)Holders of Transfer Restricted Securities.  A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3.Registered Exchange Offer.

(a)Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there are no Transfer Restricted Securities outstanding, the Stage II Issuer shall (i) cause to be filed with the Commission after the Stage II Issue Date, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable best efforts to cause such Registration Statement to be declared effective, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) use its commercially reasonable best efforts to cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions to permit Consummation of the Exchange Offer; provided, however, that neither the Stage II Issuer nor the Guarantors shall be required to (x) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a) or (y) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Stage II Issuer and each of the Guarantors shall use their commercially reasonable best efforts to Consummate the Exchange Offer not later than June 18, 2014 (the “Exchange Date”).  The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

(b)The Stage II Issuer and the Guarantors shall use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders; provided, further, that such period shall be extended by the number of days in any Suspension Period.  The Stage II Issuer shall cause the Exchange Offer to comply with all applicable federal and state securities laws.  No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.  The Stage II Issuer shall use its commercially reasonable best efforts to cause the Exchange Offer to be Consummated by the Exchange Date.

(c)The Stage II Issuer shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Stage II Issuer) may exchange such Transfer Restricted Securities

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pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement.  Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

The Stage II Issuer and the Guarantors shall use their commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

The Stage II Issuer shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

SECTION 4.Shelf Registration.

(a)Shelf Registration.  If (i) the Stage II Issuer is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated by the Exchange Date, or (iii) prior to the Exchange Date:  (A) the Initial Purchasers request from the Stage II Issuer with respect to Transfer Restricted Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer, (B) with respect to any Holder of Transfer Restricted Securities such Holder notifies the Stage II Issuer that (i) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (ii) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (iii) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Stage II Issuer or one of its affiliates or (C) the Initial Purchasers notify the Stage II Issuer they will not receive Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of the Initial Purchasers’ unsold allotment, the Stage II Issuer and the Guarantors shall:

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(x)cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”), on or prior to the 50th day after the date on which the Stage II Issuer receives such notice from a Holder of Transfer Restricted Securities or an Initial Purchaser (but in no event earlier than June 18, 2014) (such date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y)use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable, but no later than (A) 60 days (or if such 60th day is not a Business Day the next succeeding Business Day), or (B) 50 days if the Shelf Registration Statement is not reviewed by the Commission (or if such 50th day is not a Business Day, the next succeeding Business Day), after such time such obligation to file first arises; provided that the Stage II Issuer and the Guarantors shall not be required to cause such Shelf Registration Statement to be declared effective prior to June 18, 2014.

The Stage II Issuer and each of the Guarantors shall use their reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders of such Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, from the date on which the Shelf Registration Statement is declared effective by the Commission until the expiration of the one-year period referred to in Rule 144 applicable to securities held by non-affiliates under the Securities Act (or shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement).

(b)Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Stage II Issuer in writing, within 10 Business Days after receipt of a request therefor, such information as the Stage II Issuer may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein.  Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Stage II Issuer all information required to be disclosed in order to make the information previously furnished to the Stage II Issuer by such Holder not materially misleading.

(c)Suspension.  Notwithstanding anything to the contrary and subject to the limitation set forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement, the Stage II Issuer shall be entitled to suspend its obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to remain effective

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or take any similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (C) the occurrence or existence of any corporate development that, in the good faith determination of the Board of Directors of the Stage II Issuer, makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions described in clause (A), (B) or (C) above, the Stage II Issuer shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Stage II Issuer shall give prompt notice thereof to the Holders and shall as soon as reasonably practicable proceed with all Registration Actions that were suspended pursuant to this paragraph.  To the extent JCHC gives any suspension notice under the Existing Registration Rights Agreement or suspends any registration action under the Existing Registration Rights Agreement, JCHC shall be required to suspend Registration Actions and issue a Suspension Notice under this Section 4 for the same duration and with identical terms as such suspension notice issued under the Existing Registration Rights Agreement.

The Stage II Issuer may only suspend Registration Actions pursuant to the preceding paragraph for one or more periods (each, a “Suspension Period”) not to exceed, in the aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period.  Any Suspension Period will not alter the obligations of the Stage II Issuer to pay Additional Interest under the circumstances set forth in Section 5 hereof, if applicable.  Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on the earlier to occur of (1) the date on which the Stage II Issuer gives the Holders a notice that the Suspension Period has terminated and (2) the date on which the number of days during which a Suspension Period has been in effect exceeds, in the aggregate, (x) forty-five (45) days in any three month period or (y) ninety (90) days in any twelve month period.

SECTION 5.Additional Interest.

If (i) the Exchange Offer has not been Consummated on or prior to the date specified for such consummation in this Agreement, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement or (iii) any Registration Statement required by this Agreement has been declared effective but shall thereafter become unusuable (other than as a result of a Suspension Period) so that the Exchange Offer is not Consummated within the applicable time period, as applicable (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Stage II Issuer hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each

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subsequent 90-day period (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum.  Following the cure of all Registration Defaults relating to the particular Transfer Restricted Securities the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

Notwithstanding the foregoing, (i) the amount of Additional Interest pursuant to this Section 5 shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement.

All accrued Additional Interest shall be payable to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, as more fully set forth in the Indenture and the Securities.  All obligations of the Stage II Issuer and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

The Additional Interest set forth above shall be the exclusive remedy available to Holders with respect to the events described in the first paragraph of this Section 5 or any other failure by the Stage II Issuer or any Guarantor to fulfill their obligations under Section 3, 4 or 6 hereof.

SECTION 6.Registration Procedures.

(a)Exchange Offer Registration Statement.  In connection with the Exchange Offer, the Stage II Issuer and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof set forth in the Registration Statement, and shall comply with all of the following provisions:

(i)If in the reasonable opinion of counsel to the Stage II Issuer there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Stage II Issuer and the Guarantors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Stage II Issuer and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Stage II Issuer and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to gain a favorable decision from the Commission. Each of the Stage II Issuer and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Stage II Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.

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(ii)As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Stage II Issuer, prior to the Consummation thereof, a written representation to the Stage II Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Stage II Issuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business.  In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Stage II Issuer’s preparations for the Exchange Offer.  Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from the Stage II Issuer.

(b)Shelf Registration Statement.  If required pursuant to Section 4, in connection with the Shelf Registration Statement, the Stage II Issuer and each of the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof set forth in such Shelf Registration Statement, and pursuant thereto the Stage II Issuer and each of the Guarantors will as promptly as practicable prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof set forth in such Shelf Registration Statement.

(c)General Provisions.  Except as otherwise provided herein, in connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Transfer Restricted Securities by Broker-Dealers), the Stage II Issuer and each of the Guarantors shall:

(i)use its reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Stage II Issuer

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shall file as promptly as practicable an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use their best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii)prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii)in the case of a Shelf Registration Statement, advise the underwriter(s), if any, and the selling Holders as promptly as practicable and, if a Prospectus is required to be delivered by any Broker-Dealer in the case of an Exchange Offer, advise the Initial Purchasers as promptly as practicable, and, in each case, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.  If at any time the Commission shall issue any stop order suspending the effectiveness of a Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, the Stage II Issuer and each of the Guarantors shall use its best efforts to obtain the withdrawal or lifting of such order at the earliest practicable time;

(iv)in the case of a Shelf Registration Statement or if a Prospectus is required to be delivered by any Broker-Dealer in the case of an Exchange Offer, furnish without charge to the Initial Purchasers, each selling Holder named in any Registration Statement,

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and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein, and permit one legal counsel to the Initial Purchasers and such Holders and underwriter(s), if any, with an opportunity to review and comment upon any such Registration Statement or Prospectus within a reasonable period prior to their filing with the Commission and upon all amendments and supplements thereto such lesser period prior to their filing with the Commission as shall be reasonable and appropriate under the circumstances, and the Stage II Issuer shall not file any documents to which such legal counsel to the Initial Purchasers and such Holders and underwriter(s), if any, reasonably objects in writing (it being agreed that such writing may for this purpose be in electronic format).  Notwithstanding the foregoing, the Stage II Issuer shall not be required to take any actions under this Section 6(c)(iv) that are not, in the reasonable opinion of counsel for the Stage II Issuer, in compliance with applicable law or to include any disclosure which at the time would have an adverse effect on the business or operations of the Stage II Issuer and/or its subsidiaries, as determined in good faith by the Stage II Issuer;

(v)promptly prior to the filing of any document that is to be incorporated by reference into such Registration Statement or Prospectus, provide copies of such document, to the extent requested, to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the Stage II Issuer’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

(vi)in the case of a Shelf Registration Statement, or if a Prospectus is required to be delivered by any Broker-Dealer in the case of an Exchange Offer, make available at reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and one firm of legal counsel or accountant retained by the Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Stage II Issuer and each of the Guarantors reasonably requested by any such Persons and cause the Stage II Issuer’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent reasonably requested by the managing underwriter(s), if any;

(vii)in the case of a Shelf Registration Statement, if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such

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Prospectus supplement or post-effective amendment as soon as practicable after the Stage II Issuer is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii)use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby or the underwriter(s), if any;

(ix)in the case of a Shelf Registration Statement, furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules (without documents incorporated by reference therein or exhibits thereto, unless requested);

(x)deliver to (A) in the case of an Exchange Offer, each Broker-Dealer who submits a written request to the Stage II Issuer and (ii) in the case of a Shelf Registration Statement, each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Stage II Issuer and each of the Guarantors hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(xi)in the case of a Shelf Registration Statement, enter into such agreements (including an underwriting agreement), and make such customary representations and warranties, and take all such other customary and appropriate actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by a majority in aggregate principal amount of Holders of Transfer Restricted Securities covered by such Shelf Registration Statement or underwriter in connection with any sale or resale pursuant to any Shelf Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, the Stage II Issuer and each of the Guarantors shall:

(A)furnish to the Initial Purchasers, each selling Holder and each underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the effectiveness of the Shelf Registration Statement:

(1)a certificate, dated the date of effectiveness of the Shelf Registration Statement signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of the Stage II Issuer and each of the Guarantors, confirming, as of the date thereof, the matters set

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forth in paragraphs (c), (e) and (f) of Section 6 of the Purchase Agreement and such other matters as such parties may reasonably request;

(2)an opinion of counsel for the Stage II Issuer and the Guarantors, covering substantially the subject matter of the opinion delivered pursuant to Section 6(a) of the Purchase Agreement, dated the date of effectiveness of the Shelf Registration Statement; and

(3)a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Stage II Issuer’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 6(d) of the Purchase Agreement;

(B)set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C)deliver such other documents and certificates as may be reasonably requested by such parties and as are customarily delivered in similar offerings to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Stage II Issuer or any of the Guarantors pursuant to this Section 6(c)(xi), if any.

If at any time the representations and warranties of the Stage II Issuer and the Guarantors contemplated by the certificate furnished pursuant to Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Stage II Issuer or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(xii)in the case of a Shelf Registration Statement, prior to any public offering of Transfer Restricted Securities, use its reasonable best efforts to cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request in writing by the time the Shelf Registration Statement is declared effective by the Commission, and use its best efforts to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Stage II Issuer nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation in any jurisdiction where it is not then so subject;

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(xiii)in the case of a Shelf Registration Statement, issue, upon the request of any Holder of Transfer Restricted Securities covered by the Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities surrendered to the Stage II Issuer by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Transfer Restricted Securities held by such Holder shall be surrendered to the Stage II Issuer for cancellation;

(xiv)cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least three Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

(xv)use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;

(xvi)if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, use its best efforts to prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain at the time of such delivery any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

(xvii)provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;

(xviii)reasonably cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA;

(xix)otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted

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Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Stage II Issuer’s first fiscal quarter commencing after the effective date of the Registration Statement; and

(xx)cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Stage II Issuer of (i) the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof or (ii) the commencement a Suspension Period, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Stage II Issuer that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.  If so directed by the Stage II Issuer, each Holder will deliver to the Stage II Issuer (at the Stage II Issuer’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice.  In the event the Stage II Issuer shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) or Section 4(c), as the case may be, hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice.

SECTION 7.Registration Expenses.

(a)All expenses incident to the Stage II Issuer’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Stage II Issuer and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation:  (i) all registration and filing fees and expenses (including filings made by any Initial Purchasers or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Stage II Issuer and the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees, if any, in connection with listing the Exchange Securities

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on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Stage II Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Stage II Issuer and each of the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Stage II Issuer or the Guarantors.

(b)In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Stage II Issuer and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements of not more than one counsel, who shall be Cahill Gordon & Reindel LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to a Shelf Registration Statement.

SECTION 8.Indemnification.

(a)The Stage II Issuer and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”) from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the indemnification provided for in this Section 8 does not apply to any loss, claim, damage, liability or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information furnished in writing to the Stage II Issuer or the

17

Guarantors by any Holder or any underwriter, expressly for use therein.  This indemnity agreement shall be in addition to any liability which the Stage II Issuer or any of the Guarantors may otherwise have.

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Stage II Issuer or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Stage II Issuer and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve the Stage II Issuer or any of the Guarantors of its obligations pursuant to this Agreement to the extent it is not materially prejudiced as a result of such failure.  If such Indemnified Holder is entitled to indemnification under this Section 8 with respect to any action or proceeding brought by a third party, the Stage II Issuer and the Guarantors shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to such Indemnified Holder.  Upon assumption by the Stage II Issuer and the Guarantors of the defense of any such action or proceeding, such Indemnified Holder shall have the right to participate in such action or proceeding and to retain its own counsel but the Stage II Issuer and the Guarantors shall not be liable for any legal fees and expenses of other counsel subsequently incurred by the Indemnified Holder in connection with the defense thereof unless (i) the Stage II Issuer and the Guarantors have agreed to pay such fees and expenses, (ii) the Stage II Issuer and the Guarantors shall have failed to employ counsel satisfactory to such Indemnified Holder in a timely manner or (iii) such Indemnified Holder shall have been advised by counsel that there are actual or potential conflicting interests between the Stage II Issuer, the Guarantors and the Indemnified Holder, including situations in which there are one or more legal defenses available to the Indemnified Holder that are inconsistent with or additional to those available to the Stage II Issuer and the Guarantors; provided, however, that the Stage II Issuer and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders.  The Stage II Issuer and the Guarantors shall not consent to the terms of any compromise or settlement of any action defended by the Stage II Issuer and the Guarantors in accordance with the foregoing without the prior written consent of the Indemnified Holder unless such compromise or settlement (i) includes an unconditional release of the Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the Indemnified Holder.

(b)Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the stage II Issuer, the Guarantors and their respective directors, officers of the Stage II Issuer and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Stage II Issuer or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Stage II Issuer and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information furnished in writing by such Holder expressly for use in any Registration Statement.  In case any action or proceeding shall be brought against the Stage II Issuer, the Guarantors or their respective directors or officers

18

or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Stage II Issuer and the Guarantors, and the Stage II Issuer, the Guarantors, their respective directors and officers and any such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.

(c)If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Stage II Issuer and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Stage II Issuer and the Guarantors shall be deemed to be equal to the total gross proceeds to the Stage II Issuer and the Guarantors from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Stage II Issuer and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative fault of the Stage II Issuer, on the one hand, and of the Indemnified Holder, on the other hand, shall 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 the Stage II Issuer or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Stage II Issuer, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 8, none of the Holders (and the related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation

19

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.

SECTION 9.Rule 144A.

The Stage II Issuer and each of the Guarantors hereby agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

SECTION 10.Participation in Underwritten Registrations.

No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 11.Selection of Underwriters.

The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering.  In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Stage II Issuer.

SECTION 12.Miscellaneous.

(a)Remedies.  Except with respect to those provisions for which Additional Interest is expressly provided as the sole remedy, the Stage II Issuer, each of the Guarantors and the Initial Purchasers hereby agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)No Inconsistent Agreements.  The Stage II Issuer and each of the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.  Neither the Stage II Issuer nor any of the Guarantors have previously entered into any agreement granting any registration rights with respect to its securities to any Person that will remain in effect after the date hereof, other than certain registration rights provided

20

to holders of warrants to purchase Class B Common Stock of the Stage II Issuer and the Existing Registration Rights Agreement.  The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Stage II Issuer’s or any of the Guarantors’ securities under any agreement in effect on the date hereof.

(c)Adjustments Affecting the Securities.  The Stage II Issuer will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

(d)Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Stage II Issuer has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Stage II Issuer or its respective Affiliates).  Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer; provided, however, that, with respect to any matter that directly or indirectly affects the rights of the Initial Purchasers hereunder, the Stage II Issuer shall obtain the written consent of the Initial Purchasers with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e)Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telecopier, or air courier guaranteeing overnight delivery:

(i)if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii)if to the Stage II Issuer or the Guarantors:

Jack Cooper Holdings Corp.

1100 Walnut Street, Suite 2400

Kansas City, MO

Attention: General Counsel

Phone: (404) 350-7934

E-mail: tciupitu@jackcooper.com

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(iii)with a copy to (which shall not constitute notice or service of process pursuant to this Agreement):

Paul Hastings LLP

1170 Peachtree Street, NE Suite 100

Atlanta, GA 30309

Attention: Elizabeth H. Noe, Esq.

Telecopy: (404) 685-5287

E-mail: elizabethnoe@paulhastings.com

All such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f)Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.  Nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms of the Purchase Agreement or the Indenture.

(g)Counterparts.  This Agreement may be executed in any number of counterparts and by the 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.

(h)Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

(j)Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to

22

herein with respect to the registration rights granted by the Stage II Issuer with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[The remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

JACK COOPER HOLDINGS CORP.
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman
JACK COOPER TRANSPORT COMPANY, INC.
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman
PACIFIC MOTOR TRUCKING COMPANY
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman
AUTO HANDLING CORPORATION
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman
JACK COOPER LOGISTICS, LLC
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman

[Signature page to Jack Cooper Holdings Corp. Stage II Registration Rights Agreement]

JACK COOPER SPECIALIZED TRANSPORT, INC.
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman
AUTO EXPORT SHIPPING, INC.
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman

[Signature page to Jack Cooper Holdings Corp. Stage II Registration Rights Agreement]

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

WELLS FARGO SECURITIES, LLC,
By:	/s/ Peter Daniel
	Name: Peter Daniel
	Title: Director

[Signature page to Jack Cooper Holdings Corp. Stage II Registration Rights Agreement]

BARCLAYS CAPITAL INC.,
By:	/s/ Mark C. Liggitt
	Name: Mark C. Liggitt
	Title: Managing Director

[Signature page to Jack Cooper Holdings Corp. Stage II Registration Rights Agreement]

SCHEDULE I

GUARANTORS

Name	Jurisdiction of Incorporation / Organization	Chief Executive Office Location
Jack Cooper Transport Company, Inc.	Delaware	1100 Walnut Street, Suite 2400 Kansas City, MO 64106
Pacific Motor Trucking Company	Missouri	1100 Walnut Street, Suite 2400 Kansas City, MO 64106
Auto Handling Corporation	Delaware	1100 Walnut Street, Suite 2400 Kansas City, MO 64106
Jack Cooper Logistics, LLC	Delaware	630 Kennesaw Due West Road Kennesaw, Georgia 30152
Jack Cooper Specialized Transport, Inc.	Delaware	2640 E. 32nd Street Suite 220 Joplin, MO 64804
Auto Export Shipping, Inc.	New Jersey	1 Slater Drive Elizabeth, NJ 07206

S-I-1

EX-4.4.2

Exhibit 4.4.2

JOINDER NO. 1 TO

REGISTRATION RIGHTS AGREEMENT

December 13, 2013

Wells Fargo Securities, LLC

Barclays Capital Inc.

c/o Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, NC 28202

U.S. Bank National Association

as collateral agent and trustee for the Holders

of the Notes pursuant to the Indenture

Re:Jack Cooper Holdings Corp. offering of 9.25% Senior Secured Notes due 2020

Ladies and Gentlemen:

This Joinder Agreement is made as of the date first written above (the “Joinder Agreement”) in accordance with the provisions of that certain Registration Rights Agreement (the “Registration Rights Agreement”) dated November 7, 2013, by and among JACK COOPER HOLDINGS CORP., a Delaware corporation, WELLS FARGO SECURITIES, LLC and BARCLAYS CAPITAL INC. and the subsidiary guarantors thereto.  Capitalized terms that are used herein without definition herein shall have the respective meanings ascribed to them in the Registration Rights Agreement.

The parties signatory hereto acknowledge, agree and confirm to the addressees hereof that, by execution of this Joinder Agreement, Axis Logistic Services, Inc., a Delaware corporation (“Axis”), Jack Cooper Rail and Shuttle, Inc. (“Rail”), Jack Cooper CT Services, Inc. (“CT” and collectively along with Axis and Rail, the “New Guarantors”), shall be deemed to be a party to the Registration Rights Agreement as of the date hereof as a “Guarantor” and shall have all of the rights and obligations of a “Guarantor” or a “Subsidiary Guarantor” thereunder as if it had executed the Registration Rights Agreement.  The New Guarantors hereby ratify, as of the date hereof, and agree to be bound by, all of the terms, provisions and conditions contained in the Registration Rights Agreement.

IN WITNESS WHEREOF, the parties have executed this Joinder Agreement as of the date first written above.

AXIS LOGISTIC SERVICES, INC., as Guarantor
By:	/s/ Michael Scott Testman
	Name: Michael Scott Testman
	Title: Chief Financial Officer
JACK COOPER RAIL AND SHUTTLE, INC., as Guarantor
By:	/s/ Michael Scott Testman
	Name: Michael Scott Testman
	Title: Chief Financial Officer
JACK COOPER CT SERVICES, INC., as Guarantor
By:	/s/ Michael Scott Testman
	Name: Michael Scott Testman
	Title: Chief Financial Officer
JACK COOPER HOLDINGS CORP.
By:	/s/ Michael Scott Testman
	Name: Michael Scott Testman
	Title: Chief Financial Officer

[Signature Page to Joinder No. 1 to November 7 Registration Rights Agreement]

EX-5.1

Exhibit 5.1

April 11, 2016

Jack Cooper Holdings Corp.

1100 Walnut Street

Suite 2400

Kansas City, MO 64106

Re:Jack Cooper Holdings Corp. - Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), and the Guarantors (as defined below), in connection with the filing of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) by the Company and the Guarantors under the Securities Act of 1933, as amended (the “Securities Act”).  The Registration Statement relates to the exchange of the Company’s 9.25% Senior Secured Notes due 2020, which have been registered under the Securities Act (the “Exchange Notes”), for a like principal amount of its issued and outstanding 9.25% Senior Secured Notes due 2020, which have not been registered under the Securities Act (the “Original Notes”), upon the terms and subject to the conditions set forth in the Registration Statement and the related Letter of Transmittal (which, together with the Registration Statement, constitute the “Exchange Offer”).  This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

The Exchange Notes and the guarantees thereof will be and the Original Notes and the guarantees thereof are governed by the indenture dated as of June 18, 2013 (as amended and supplemented to date, the “Indenture”), among the Company, the Guarantors named therein (the “Guarantors”) and U.S. Bank National Association, as trustee.  The Exchange Offer constitutes an offer to exchange up to $375,000,000 aggregate principal amount of the Exchange Notes for an equal aggregate principal amount of the Original Notes.

As such counsel and for purposes of our opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments of the Company as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including, without limitation:

(i)the Registration Statement;

(ii)the Indenture;

(iii)the Exchange Notes;

(iv)the guarantees with respect to the Exchange Notes issued by each of the Guarantors (the “Guarantees”);

(v)the certificate of incorporation of the Company, certified as of March 18, 2015 by the Secretary of State of the State of Delaware, and further certified by the Secretary of the

Company as of the date hereof, and the bylaws of the Company as presently in effect as certified by the Secretary of the Company as of the date hereof (collectively, the “Company Charter Documents”);

(vi)the certificate or articles of formation or incorporation, as applicable, of each of the guarantors listed on Schedule I hereto (collectively, the “Schedule I Guarantors”; together with the Issuer, the “Covered Transaction Parties”), certified as of the date set forth on Schedule I by the Secretary of State of the State of Delaware, and the operating agreement or bylaws, as applicable, of each of the Schedule I Guarantors as presently in effect as certified by the respective Secretary of each of the Schedule I Guarantors as of the date hereof;

(vii)certificates of the Secretary of State of the State of Delaware as to the incorporation or formation and good standing of each of the Covered Transaction Parties under the laws of such State, as of April 5, 2016; and

(viii)resolutions adopted by the members and/or the board of directors, as applicable, of each of the Covered Transaction Parties, certified by the respective Secretary of each such Covered Transaction Party, relating to the execution and delivery of, and the performance by each Covered Transaction Party of its respective obligations under, the Transaction Documents (as defined herein).

In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

The Exchange Notes, the Guarantees and the Indenture are referred to herein, individually, as a “Transaction Document” and, collectively, as the “Transaction Documents.”

In such examination and in rendering the opinions expressed below, we have assumed: (i) the due authorization, execution and delivery of all agreements, instruments and other documents by all the parties thereto (other than the due authorization, execution and delivery of the Transaction Documents by the Covered Transaction Parties); (ii) the genuineness of all signatures on all documents submitted to us; (iii) the authenticity and completeness of all documents, corporate and limited liability company records, certificates and other instruments submitted to us; (iv) that photocopy, electronic, certified, conformed, facsimile and other copies submitted to us of original documents, corporate records, certificates and other instruments conform to the original documents, records, certificates and other instruments, and that all such original documents were authentic and complete; (v) the legal authority of all individuals executing documents; (vi) that the Transaction Documents executed in connection with the transactions contemplated thereby are the valid and binding obligations of each of the parties thereto (other than the Company and the Guarantors), enforceable against such parties (other than the Company and the Guarantors) in accordance with their respective terms and that no Transaction Document has been amended or terminated orally or in writing except as has been disclosed to us; and (vii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and Guarantors and other persons on which we have relied for the purposes of this opinion are true and correct. As to all questions of fact material to this opinion and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon certificates or comparable documents of officers and representatives of the Company.

2

Based upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we are of the following opinion:

1.             When the Exchange Notes have been duly authenticated by U.S. Bank National Association, in its capacity as Trustee, and duly executed and delivered on behalf of the Company as contemplated by the Registration Statement, the Exchange Notes will be validly issued and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

2.             When (a) the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees on the Exchange Notes have been duly endorsed, the Guarantees will constitute valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and transfer, moratorium or other laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity) including, without limitation, standards of materiality, good faith and reasonableness in the interpretation and enforcement of contracts, and the application of such principles to limit the availability of equitable remedies such as specific performance.

Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, (i) the internal laws of the State of New York, the Delaware General Corporation Law, and the Delaware Limited Liability Company Act, and (ii) the federal laws of the United States.  Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the State of New Jersey or Missouri, we have relied, without independent investigation, upon the opinions to you dated hereof of Gibbons P.C. and Warten Fisher, Lee and Brown, LLC, respectively, with respect to Auto Export Shipping, Inc. and Pacific Motor Trucking Company, respectively.

This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly addressed herein from any matter stated in this letter.

We hereby consent to being named as counsel to the Company and the Guarantors in the Registration Statement, to the references therein to our Firm under the caption “Legal Matters” and to the inclusion of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Paul Hastings LLP

3

SCHEDULE I

Schedule I Guarantors

Company Name	Jurisdiction of Formation	Date Certified
Jack Cooper Specialized Transport, Inc.	Delaware	April 5, 2016
Axis Logistic Services, Inc.	Delaware	April 5, 2016
Jack Cooper CT Services, Inc.	Delaware	April 5, 2016
Jack Cooper Rail and Shuttle, Inc.	Delaware	April 5, 2016
Auto Handling Corporation	Delaware	April 5, 2016
Jack Cooper Logistics, LLC	Delaware	April 5, 2016
Jack Cooper Transport Company, Inc.	Delaware	March 18, 2015, and further certified by the Secretary of the Company as of the date hereof

EX-5.2

Exhibit 5.2

GIBBONS P.C. One Gateway Center Newark, NJ 07102-5310 Direct: 973.596.4500

April 8, 2016

To Jack Cooper Holdings Corp.
1100 Walnut Street, Suite 2400
Kansas City, Missouri 64106

Re:Jack Cooper Holdings Corp. - Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as local counsel to Auto Export Shipping, Inc., a New Jersey corporation (the “Guarantor”) and a wholly owned subsidiary of Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”), in connection with the filing of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) by the Issuer under the Securities Act of 1933, as amended (the “Securities Act”).  The Registration Statement relates to the exchange of the Issuer’s new 9.25% Senior Secured Notes due 2020, which will be registered under the Securities Act (the “Exchange Notes”), for all of the Issuer’s outstanding 9.25% Senior Secured Notes due 2020, which have not been registered under the Securities Act (the “Original Notes”), upon the terms and subject to the conditions set forth in the Registration Statement and the related Letter of Transmittal (which, together with the Registration Statement, constitute the “Exchange Offer”).  This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

The Exchange Notes will be and the Original Notes are governed by (i) the indenture dated as of June 18, 2013 (the “Indenture”), among the Issuer, the guarantors named therein, including the Guarantor, and U.S. Bank National Association, as trustee, and (ii) the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).  The Exchange Offer constitutes an offer to exchange the Exchange Notes for all of the Original Notes.

As such counsel and for purposes of our opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including, without limitation:

1.the form of Registration Statement;

2.the Indenture;

3.the form of Exchange Notes;

4.the Security Agreement, dated as of June 18, 2013, among the Issuer, the Guarantor and the other grantors named therein (the “Security Agreement”);

5.the certificate of incorporation of the Guarantor and the amended and restated bylaws

Newark   New York   Trenton   Philadelphia   Wilmington gibbonslaw.com

of the Guarantor, each as presently in effect as certified by the Secretary of the Guarantor as of the date hereof (the “Charter Documents”);

6.a certificate of the Department of Treasury, State of New Jersey dated April 4, 2016, stating that the Guarantor is in good standing under the laws of the State of New Jersey (the “Good Standing Certificate”); and

7.resolutions adopted by (i) the Guarantor’s board of directors on June 10, 2011, and (ii) the Guarantor’s shareholders on April 6, 2016, each certified by the Secretary of the Guarantor relating to the execution and delivery of, and the performance by the Guarantor of its obligations under, the Indenture.

The Indenture, the Security Agreement and the Exchange Notes are referred to herein, individually, as a “Transaction Document” and, collectively, as the “Transaction Documents”.

In rendering the opinions expressed below, we have assumed: (i) the due authorization, execution and delivery of the Transaction Documents and each other document referred to above by all of the parties thereto (other than the due authorization of the Indenture by the Guarantor); (ii) the genuineness of all signatures on all documents submitted to us; (iii) the authenticity and completeness of all documents, corporate records, certificates and other instruments submitted to us; (iv) that photocopy, electronic, certified, conformed, facsimile and other copies submitted to us of original documents, corporate records, certificates and other instruments conform to the original documents, records, certificates and other instruments, and that all such original documents, corporate records, certificates and instruments were authentic and complete; (v) the legal capacity of all individuals executing documents; (vi) that the Transaction Documents and the other documents referenced above are the valid and binding obligations of each of the parties thereto, enforceable against such parties in accordance with their respective terms and that no such documents have been amended or terminated orally or in writing; and (vii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Guarantor and other persons on which we have relied for the purposes of this opinion are true and correct and that there has not been any change in the good standing status of the Guarantor from that reported in the Good Standing Certificate.

As to all questions of fact material to this opinion, we have relied (without independent investigation, except as expressly indicated herein) upon certificates or comparable documents of officers and representatives of the Guarantor and upon the representations and warranties of the Guarantor contained in the Transaction Documents.

Based upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we are of the following opinion:

1.The Guarantor is validly existing as a corporation in good standing under the laws of the State of New Jersey.

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2.The Guarantor has the corporate power and authority to enter into and carry out its obligations under the Indenture; and the execution, delivery and performance of the Indenture has been duly authorized by all necessary corporation action on the part of the Guarantor.

The opinions set forth above are subject further to the following exceptions, qualifications and limitations:

A.With respect to our opinion in paragraph 1 above, with your permission, we are relying solely and without independent investigation on our review and examination of the Good Standing Certificate and a certificate of an officer of the Guarantor and any documents certified to us hereby.

B.We express no opinion with respect to any document, instrument or agreement (including the exhibits or schedules to any Transaction Document) other than the Indenture regardless of whether such document, instrument or agreement is referred to in the Transaction Documents.

Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, the internal laws of the State of New Jersey.

We understand that you are relying on the opinion of Paul Hastings LLP with respect to the enforceability of the Indenture and, accordingly, we express no opinion with respect thereto.  This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly addressed herein from any matter stated in this letter.

Paul Hastings LLP may rely on this opinion in rendering their opinion in connection with the Registration Statement.

We hereby consent to being named as counsel to the Guarantor in the Registration Statement, to the references therein to our Firm under the caption “Legal Matters” and to the inclusion of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ GIBBONS P.C.

GIBBONS P.C.

3

EX-5.3

Exhibit 5.3

April 7, 2016

Jack Cooper Holdings Corp.

1100 Walnut Street — Suite 2400

Kansas City, Missouri 64106

Re: Jack Cooper Holdings Corp. Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Pacific Motor Trucking Company (“PMTC”), a Missouri corporation and subsidiary of Jack Cooper Holdings Corp., a Delaware corporation (the “Company”) in connection with the filing of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) by the Company under the Securities Act of 1933, as amended (the “Securities Act”).  The Registration Statement relates to the exchange of the Company’s 9.25% Senior Secured Notes due 2020, which have been registered under the Securities Act (the “Exchange Notes”), for a like principal amount of its issued and outstanding 9.25% Senior Secured Notes due 2020, which have not been registered under the Securities Act (the “Original Notes”), upon the terms and subject to the conditions set forth in Registration Statement and the related Letter of Transmittal (which, together with the Registration Statement, constitute the “Exchange Offer”).  This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

The Exchange Notes and the Guarantees (as defined below) will be and the Original Notes are governed by indentures dated June 18, 2013 and January 7, 2014 (the “Indentures”), among the Company, the Guarantors named therein, including PMTC as a guarantor, and U.S. Bank as custodian for The Depository Trust Company (“DTC”).  The Exchange Offer constitutes an offer to exchange up to $375,000,000 aggregate principal amount of the Exchange Notes for up to an equal aggregate principal amount of the Original Notes.

As such counsel and for purposes of our opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments of the Company as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including, without limitation:

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(i) the form of Registration Statement;

(ii) the Indenture;

(iii) the form of Exchange Notes;

(iv)  the form of guarantees with respect to the Exchange Notes issued by the Guarantors (the “Guarantees”);

(v) the organizational documents of PMTC listed on Schedule I (the “Organizational Documents”), which PMTC represented to us are the only documents pursuant to which it is currently organized;

(vii) the Good Standing Certificate listed on Schedule II issued by the State of Missouri (the “Good Standing Certificate”); and

(ix) the Unanimous Written Consent in Lieu of Meeting of the Board of Directors of Pacific Motor Trucking Company, dated May 30, 2013 and October 22, 2013, relating to the execution and delivery of, and the performance by PMTC of its obligations under, the Guarantees.

The opinions set forth herein are limited to the laws of the State of Missouri, and for purposes of the opinions expressed below, the general corporate laws of the State of Missouri, and to the laws of the United States of America that are applicable to loan transactions generally, excluding the following legal issues or the application of any such laws or regulations to the matters on which our opinions are referenced:  (i) federal and state securities or “Blue Sky” laws; (ii) the local laws of the State of Missouri (i.e. the statutes, ordinances, the administrative decisions and the rules and regulations of the counties and municipalities of the State of Missouri); (iii) federal and state antitrust and unfair competition laws and regulations; (iv) federal and state tax laws and regulations; (v) federal and state regulatory laws and regulations applicable to any entity as a result of its nonprofit status or solely because of the business in which it is engaged; (vi) federal and state environmental laws and regulations; and (vii) laws, rules and regulations relating to money laundering and terrorist groups (including any requirements imposed under the USA Patriot Act of 2001, as amended).  We are expressing no opinion as to the effect of the laws of any other jurisdiction.

In such examination and in rendering the opinions expressed below, we have assumed: (i) the genuineness of all signatures on all documents submitted to us; (ii) the authenticity and completeness of all documents, corporate records, certificates and other instruments submitted to us; (iii) that photocopy, electronic, certified, conformed, facsimile and other copies submitted to us of original documents, corporate records, certificates and other instruments conform to the original documents, records, certificates and other instruments, and that all such original documents were authentic and complete; and (iv) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Guarantors and other persons on which we have relied for the purposes of this opinion are true and correct. As to all questions of fact material to this opinion and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon certificates or

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comparable documents of officers and representatives of the Company.  Where we rely on one or more certificates, including the Good Standing Certificates, our opinion speaks as of the date of such certificates.

Based upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we are of the following opinion:

1.             PMTC is a corporation formed, validly existing and in good standing under the laws of the State of Missouri.

2.             PMTC (a) has the corporate power and authority to execute, deliver and perform its obligations under the Guarantees and (b) has taken all corporate action necessary to authorize the execution, delivery and performance of the Guarantees.

We understand that you are relying on the opinion of Paul Hastings LLP with respect to the enforceability of the Guarantees and accordingly we express no opinion with respect thereto.

This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly addressed herein from any matter stated in this letter.

We hereby consent to being named as counsel to PMTC in the Registration Statement, to the references therein to our Firm under the caption “Legal Matters” and to the inclusion of this opinion as an exhibit to the Registration Statement.  We also hereby consent to Paul Hastings LLP relying upon this opinion in providing any opinion to be delivered by them in respect of the foregoing.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.  This opinion is rendered to you as of the date hereof, and we assume no obligation to advise you or any other person hereafter with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even though the change may affect the legal analysis or a legal conclusion or other matters in this letter.

Sincerely,
WARTEN, FISHER, LEE and BROWN, LLC
By:	/s/ Jeffrey S. Monroe
	Jeffrey S. Monroe

3

Schedule I

Organizational Documents

Certificate of Incorporation of NU-PMT, Inc, filed in the office of the Secretary of State of Missouri on July 20, 1988

Certificate of Amendment of Articles of Incorporation of NU-PMT, Inc., changing the name of the entity to PACIFIC MOTOR TRUCKING COMPANY, filed in the office of the Secretary of State of Missouri on September 26, 1988.

Bylaws of NU-PMT, Inc. dated August 1, 1988.

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Schedule II

Good Standing Certificate

Certificate of Good Standing of Pacific Motor Trucking Company dated April 5, 2016.

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EX-10.1.1

Exhibit 10.1.1

AMENDED AND RESTATED CREDIT AGREEMENT

by and among

JACK COOPER HOLDINGS CORP.

and certain of its Subsidiaries, as Borrowers,

THE LENDERS THAT ARE SIGNATORIES HERETO

as the Lenders,

and

WELLS FARGO CAPITAL FINANCE, LLC

as the Agent

Dated as of June 18, 2013

TABLE OF CONTENTS

			Page
1.	DEFINITIONS AND CONSTRUCTION		1
	1.1	Definitions	1
	1.2	Accounting Terms	1
	1.3	Code	2
	1.4	Construction	2
	1.5	Schedules and Exhibits	3
2.	LOANS AND TERMS OF PAYMENT		3
	2.1	Revolver Advances	3
	2.2	[Reserved]	3
	2.3	Borrowing Procedures and Settlements	4
	2.4	Payments; Reductions of Commitments; Prepayments	10
	2.5	Overadvances; Promise to Pay	13
	2.6	Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations	13
	2.7	Crediting Payments	14
	2.8	Designated Account	15
	2.9	Maintenance of Loan Account; Statements of Obligations	15
	2.10	Fees	15
	2.11	Letters of Credit	15
	2.12	LIBOR Option	21
	2.13	Capital Requirements	23
	2.14	Accordion	25
	2.15	Joint and Several Liability of Borrowers	26
3.	CONDITIONS; TERM OF AGREEMENT		28
	3.1	Conditions Precedent to the Initial Extension of Credit	28
	3.2	Conditions Precedent to all Extensions of Credit	29
	3.3	Maturity	29
	3.4	Effect of Maturity	29
	3.5	Early Termination by Borrowers	29
	3.6	Conditions Subsequent	29
4.	REPRESENTATIONS AND WARRANTIES		30
	4.1	Due Organization and Qualification; Subsidiaries	30
	4.2	Due Authorization; No Conflict	30
	4.3	Governmental Consents	31
	4.4	Binding Obligations; Perfected Liens	31
	4.5	Title to Assets; No Encumbrances	31
	4.6	Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims	32
	4.7	Litigation	32
	4.8	Compliance with Laws	32
	4.9	No Material Adverse Change	33
	4.10	Fraudulent Transfer	33
	4.11	Employee Benefits	33
	4.12	Environmental Condition	33

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TABLE OF CONTENTS

(continued)

			Page
	4.13	Intellectual Property	33
	4.14	Leases	34
	4.15	Deposit Accounts and Securities Accounts	34
	4.16	Complete Disclosure	34
	4.17	Material Contracts	34
	4.18	Patriot Act	35
	4.19	Indebtedness	35
	4.20	Payment of Taxes	35
	4.21	Margin Stock	35
	4.22	Governmental Regulation	35
	4.23	OFAC	35
	4.24	Employee and Labor Matters	36
	4.25	Parent as a Holding Company	36
	4.26	Notes Documents	36
	4.27	[Reserved]	36
	4.28	Eligible Accounts	36
	4.29	Eligible Vehicles	36
	4.30	Locations of Inventory and Equipment	37
	4.31	ERISA	37
	4.32	Hedge Agreements	37
5.	AFFIRMATIVE COVENANTS		37
	5.1	Financial Statements, Reports, Certificates	37
	5.2	Collateral Reporting	37
	5.3	Existence	38
	5.4	Maintenance of Properties	38
	5.5	Taxes	38
	5.6	Insurance	38
	5.7	Inspection	39
	5.8	Compliance with Laws	39
	5.9	Environmental	39
	5.10	Disclosure Updates	39
	5.11	Formation of Subsidiaries	40
	5.12	Further Assurances	40
	5.13	Lender Meetings	41
	5.14	Material Contracts	41
	5.15	Location of Inventory and Equipment	41
	5.16	ERISA Matters	41
	5.17	Establishment of Escrow Account	42
6.	NEGATIVE COVENANTS		42
	6.1	Indebtedness	42
	6.2	Liens	42
	6.3	Restrictions on Fundamental Changes	43
	6.4	Disposal of Assets	43
	6.5	Change Name	43
	6.6	Nature of Business	43

ii

TABLE OF CONTENTS

(continued)

			Page
	6.7	Prepayments and Amendments	43
	6.8	Change of Control	44
	6.9	Restricted Junior Payments	44
	6.10	Accounting Methods	46
	6.11	Investments; Controlled Investments	46
	6.12	Transactions with Affiliates	46
	6.13	Use of Proceeds	47
	6.14	Limitation on Issuance of Stock	48
	6.15	[Reserved]	48
	6.16	[Reserved]	48
	6.17	Inventory and Equipment with Bailees	48
	6.18	ERISA	48
7.	FINANCIAL COVENANTS		48
8.	EVENTS OF DEFAULT		48
	8.1	Payments	49
	8.2	Covenants	49
	8.3	Judgments	49
	8.4	Voluntary Bankruptcy, etc.	49
	8.5	Involuntary Bankruptcy, etc.	49
	8.6	Restraint of Business	50
	8.7	Default Under Other Agreements	50
	8.8	Representations, etc.	50
	8.9	Guaranty	50
	8.10	Security Documents	50
	8.11	Loan Documents	50
	8.12	ERISA	50
9.	RIGHTS AND REMEDIES		51
	9.1	Rights and Remedies	51
	9.2	Remedies Cumulative	52
10.	WAIVERS; INDEMNIFICATION		52
	10.1	Demand; Protest; etc.	52
	10.2	The Lender Group’s Liability for Collateral	52
	10.3	Indemnification	52
11.	NOTICES		53
12.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE		54
13.	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS		57
	13.1	Assignments and Participations	57
	13.2	Successors	60
14.	AMENDMENTS; WAIVERS		60

iii

TABLE OF CONTENTS

(continued)

			Page
	14.1	Amendments and Waivers	60
	14.2	Replacement of Certain Lenders	62
	14.3	No Waivers; Cumulative Remedies	62
15.	AGENT; THE LENDER GROUP		62
	15.1	Appointment and Authorization of Agent	62
	15.2	Delegation of Duties	63
	15.3	Liability of Agent	63
	15.4	Reliance by Agent	64
	15.5	Notice of Default or Event of Default	64
	15.6	Credit Decision	64
	15.7	Costs and Expenses; Indemnification	65
	15.8	Agent in Individual Capacity	66
	15.9	Successor Agent	66
	15.10	Lender in Individual Capacity	66
	15.11	Collateral Matters	67
	15.12	Restrictions on Actions by Lenders; Sharing of Payments	69
	15.13	Agency for Perfection	69
	15.14	Payments by Agent to the Lenders	69
	15.15	Concerning the Collateral and Related Loan Documents	69
	15.16	Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information	70
	15.17	Several Obligations; No Liability	70
16.	WITHHOLDING TAXES		71
	16.2	Exemptions	71
	16.3	Reductions	72
	16.4	Refunds	73
17.	GENERAL PROVISIONS		73
	17.1	Effectiveness	73
	17.2	Section Headings	73
	17.3	Interpretation	74
	17.4	Severability of Provisions	74
	17.5	Bank Product Providers	74
	17.6	Debtor-Creditor Relationship	74
	17.7	Counterparts; Electronic Execution	75
	17.8	Revival and Reinstatement of Obligations	75
	17.9	Confidentiality	75
	17.10	Lender Group Expenses	76
	17.11	Survival	77
	17.12	Patriot Act	77
	17.13	Integration	77
	17.14	Jack Cooper Transport as Agent for Borrowers	77
	17.15	No Novation	78

iv

TABLE OF CONTENTS

(continued)

EXHIBITS AND SCHEDULES

Exhibit A-1	Form of Assignment and Acceptance
Exhibit B-1	Form of Borrowing Base Certificate
Exhibit C-1	Form of Compliance Certificate
Exhibit L-1	Form of LIBOR Notice
Schedule A-1	Agent’s Account
Schedule A-2	Authorized Persons
Schedule C-1	Commitments
Schedule D-1	Designated Account
Schedule E-1	Existing Credit Facilities
Schedule P-1	Permitted Investments
Schedule P-2	Permitted Liens
Schedule P-3	Legal Predecessors of Borrowers
Schedule R-1	Real Property Collateral
Schedule 1.1	Definitions
Schedule 3.1	Conditions Precedent
Schedule 3.6	Conditions Subsequent
Schedule 4.1(b)	Capitalization of Borrowers
Schedule 4.1(c)	Capitalization of Borrowers’ Subsidiaries
Schedule 4.6(a)	States of Organization
Schedule 4.6(b)	Chief Executive Offices
Schedule 4.6(c)	Organizational Identification Numbers
Schedule 4.6(d)	Commercial Tort Claims
Schedule 4.7(a)	Litigation — Material Adverse Change
Schedule 4.7(b)	Litigation
Schedule 4.11	Employee Benefits
Schedule 4.12	Environmental Matters
Schedule 4.13	Intellectual Property
Schedule 4.15	Deposit Accounts and Securities Accounts
Schedule 4.17	Material Contracts
Schedule 4.19	Permitted Indebtedness
Schedule 4.30	Locations of Inventory and Equipment
Schedule 4.31	ERISA Matters
Schedule 5.1	Financial Statements, Reports, Certificates
Schedule 5.2	Collateral Reporting
Schedule 6.6	Nature of Business
Schedule 6.12	Agreements — Transactions with Affiliates

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AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 18, 2013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), JACK COOPER HOLDINGS CORP., a Delaware corporation (“Parent”) and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).

RECITALS

A.            Borrowers, the lenders from time to time party thereto and the Agent have entered into that certain Credit Agreement, dated as of November 29, 2010 (as amended, supplemented, or modified from time to time prior to the date hereof, the “Original Credit Agreement”).

B.            Borrowers have requested Agent and the Lenders to amend and restate the terms of the Original Credit Agreement; and

C.            Agent and the Lenders have agreed to amend and restate the terms of the Original Credit Agreement upon the terms and conditions set forth in this Agreement and the Security Agreement.

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, Lenders, Agent, and Borrowers hereby agree to amend and restate the Original Credit Agreement as follows:

1.             DEFINITIONS AND CONSTRUCTION.

1.1          Definitions.  Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.

1.2          Accounting Terms.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, however, that if any Borrower notifies Agent that such Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies any Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and such Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and such Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred.  When used herein, the term “financial statements” shall include the notes and schedules thereto.  Whenever the term “Parent” “Borrower” or “Borrowers” is used in respect of a financial covenant or a related definition, it shall be understood to

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mean Parent, Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise.

1.3          Code.  Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided, however, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.

1.4          Construction.  Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.”  The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document (including Letter of Credit Fees and the unused line fee) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, (c) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization, (d) the receipt by Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including reasonable and documented attorneys fees and out-of-pocket legal expenses of outside counsel), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations, (e) the payment or repayment in full in immediately available funds of all other outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (f) the termination of all of the Commitments of the Lenders.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.

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1.5          Schedules and Exhibits.  All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

2.             LOANS AND TERMS OF PAYMENT.

2.1          Revolver Advances.

(a)           Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving loans (“Advances”) to Borrowers in an amount at any one time outstanding not to exceed the lesser of:

(i)            such Lender’s Revolver Commitment, or

(ii)           such Lender’s Pro Rata Share of an amount equal to the lesser of:

(A)          the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time, and

(B)          the Borrowing Base less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time.

(b)           Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.  The outstanding principal amount of the Advances, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

(c)           Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish, increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves in an amount equal to the Bank Product Reserve Amount, and (ii) reserves with respect to (A) sums that Parent or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay when due, and (B) amounts owing by Parent or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than Liens described in clauses (f), (g), (h), (i), (n), (o), (p), (q), (s), (u), (x), (y), (z), (aa), (bb), and (cc) of the definition of “Permitted Liens” herein), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral.

2.2          [Reserved]

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2.3          Borrowing Procedures and Settlements.

(a)           Procedure for Borrowing.  Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent.  Unless Swing Lender is not obligated to make a Swing Loan pursuant to Section 2.3(b) below, such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day that is the requested Funding Date specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day; provided, however, that if Swing Lender is not obligated to make a Swing Loan as to a requested Borrowing, such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested Funding Date.  At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time.  In such circumstances, each Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

(b)           Making of Swing Loans.  In the case of a request for an Advance and so long as either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus the amount of Collections or payments applied to Swing Loans since the last Settlement Date, plus the amount of the requested Advance does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make an Advance in the amount of such requested Borrowing (any such Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and such Advances being referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds to the Designated Account.  Anything contained herein to the contrary notwithstanding, the Swing Lender may, but shall not be obligated to, make Swing Loans at any time that one or more of the Lenders is a Defaulting Lender.  Each Swing Loan shall be deemed to be an Advance hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Advances, except that all payments on any Swing Loan shall be payable to Swing Lender solely for its own account.  Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date.  Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan.  The Swing Loans shall be secured by Agent’s Liens, constitute Advances and Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans.

(c)           Making of Loans.

(i)            In the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing.  Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto.  After Agent’s receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to Borrowers on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any

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Advance if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

(ii)           Unless Agent receives notice from a Lender prior to 9:00 a.m. (California time) on the date of a Borrowing, that such Lender will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers on such date a corresponding amount.  If any Lender shall not have made its full amount available to Agent in immediately available funds and if Agent in such circumstances has made available to Borrowers such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period.  A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent manifest error.  If such amount is so made available, such payment to Agent shall constitute such Lender’s Advance on the date of Borrowing for all purposes of this Agreement.  If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrowers of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for 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 Advances composing such Borrowing.

(d)           Protective Advances and Optional Overadvances.

(i)            Any contrary provision of this Agreement or any other Loan Document notwithstanding, Agent hereby is authorized by Borrowers and the Lenders, from time to time in Agent’s sole discretion, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Section 3 are not satisfied, to make Advances to, or for the benefit of, Borrowers on behalf of the Lenders that Agent, in its Permitted Discretion deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (any of the Advances described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”).

(ii)           Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after giving effect to such Advances, the outstanding Revolver Usage does not exceed the Borrowing Base by more than $10,000,000, and (B) after giving effect to such Advances, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount.  In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value, in which case Agent may make such Overadvances and provide notice as promptly as practicable thereafter), and the Lenders with Revolver Commitments thereupon shall, together with

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Agent, jointly determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers to an amount permitted by the preceding sentence.  In such circumstances, if any Lender with a Revolver Commitment objects to the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders.  The foregoing provisions are meant for the benefit of the Lenders and Agent and are not meant for the benefit of Borrowers, which shall continue to be bound by the provisions of Section 2.4(e)(i).  Each Lender with a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g), as applicable) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.3(d)(ii), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

(iii)          Each Protective Advance and each Overadvance shall be deemed to be an Advance hereunder, except that no Protective Advance or Overadvance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Protective Advances shall be payable to Agent solely for its own account.  The Protective Advances and Overadvances shall be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans.  The ability of Agent to make Protective Advances is separate and distinct from its ability to make Overadvances and its ability to make Overadvances is separate and distinct from its ability to make Protective Advances.  For the avoidance of doubt, the limitations on Agent’s ability to make Protective Advances do not apply to Overadvances and the limitations on Agent’s ability to make Overadvances do not apply to Protective Advances.  The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party) in any way.

(e)           Settlement.  It is agreed that each Lender’s funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances.  Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions:

(i)            Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself, with respect to the outstanding Protective Advances, and (3) with respect to Borrowers’ or their Subsidiaries’ Collections or payments received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”).  Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and Protective Advances for the period since the prior Settlement Date.  Subject to the terms and conditions contained herein (including Section 2.3(g)):  (y) if the amount of the Advances (including Swing Loans and Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective

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Advances), and (z) if the amount of the Advances (including Swing Loans and Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances).  Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Protective Advances and, together with the portion of such Swing Loans or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders.  If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

(ii)           In determining whether a Lender’s balance of the Advances, Swing Loans, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral.

(iii)          Between Settlement Dates, Agent, to the extent Protective Advances or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to the Protective Advances or Swing Loans.  Between Settlement Dates, Agent, to the extent no Protective Advances or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances.  If, as of any Settlement Date, Collections or payments of Parent or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances.  During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances, and each Lender (subject to the effect of agreements between Agent and individual Lenders) with respect to the Advances other than Swing Loans and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.

(iv)          Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).

(f)            Notation.  Agent, as a non-fiduciary agent for Borrowers, shall maintain a register the (“Register”) showing the principal amount of the Advances owing to each Lender, including the Swing Loans owing to Swing Lender, and Protective Advances owing to Agent, and the interests

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therein of each Lender, from time to time and such register shall, absent manifest error, conclusively be presumed to be correct and accurate.  Notwithstanding anything to the contrary, any assignment of any Loan shall be effective only upon appropriate entries with respect thereto being made in the Register.  The Register shall be available for inspection by the Borrowers, Agent and any Lender (solely with respect to its Loans), at any reasonable time and from time to time upon reasonable prior notice.  This Section 2.3(f) shall be construed so that the Loans are at all times maintained in “registered form” within the meanings of Sections 163(f), 871(h)(2) and 881(c)(2) of the IRC and the Treasury Regulations thereunder.

(g)           Defaulting Lenders.

(i)            Notwithstanding the provisions of Section 2.4(b)(ii), Agent shall not be obligated to transfer to a Defaulting Lender any payments made by any Borrower to Agent for the Defaulting Lender’s benefit or any Collections or proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (A) first, to Swing Lender to the extent of any Swing Loans that were made by Swing Lender and that were required to be, but were not, paid by the Defaulting Lender, (B) second, to the Issuing Lender, to the extent of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (C) third, to each Non-Defaulting Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of an Advance (or other funding obligation) was funded by such other Non-Defaulting Lender), (D) to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the benefit of Borrowers (upon the request of Borrowers and subject to the conditions set forth in Section 3.2) as if such Defaulting Lender had made its portion of Advances (or other funding obligations) hereunder, and (E) from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (L) of Section 2.4(b)(ii).  Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender.  Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 2.10(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero.  The provisions of this Section 2.3(g) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which the Non-Defaulting Lenders, Agent, Issuing Lender, and Borrowers shall have waived, in writing, the application of this Section 2.3(g) to such Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.3(g)(ii) shall be released to Borrowers).  The operation of this Section 2.3(g) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder to Agent, Issuing Lender, or to the Lenders other than such Defaulting Lender.  Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrowers, at their option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent.  In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and

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deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters of Credit); provided, however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or any Borrower’s rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.  In the event of a direct conflict between the priority provisions of this Section 2.3(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.  In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3(g) shall control and govern.

(ii)           If any Swing Loan or Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender then:

(A)          such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all Non-Defaulting Lenders’ Revolving Loan Exposures plus such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure does not exceed the total of all Non-Defaulting Lenders’ Revolver Commitments and (y) the conditions set forth in Section 3.2 are satisfied at such time;

(B)          if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within 1 Business Day following notice by the Agent (x) first, prepay such Defaulting Lender’s Swing Loan Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) and (y) second, cash collateralize such Defaulting Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Agent, for so long as such Letter of Credit Exposure is outstanding; provided, that Borrowers shall not be obligated to cash collateralize any Defaulting Lender’s Letter of Credit Exposure if such Defaulting Lender is also the Issuing Lender;

(C)          if Borrowers cash collateralize any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to this Section 2.3(g)(ii), Borrowers shall not be required to pay any Letter of Credit Fees to Agent for the account of such Defaulting Lender pursuant to Section 2.6(b) with respect to such cash collateralized portion of such Defaulting Lender’s Letter of Credit Exposure during the period such Letter of Credit Exposure is cash collateralized;

(D)          to the extent the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.3(g)(ii), then the Letter of Credit Fees payable to the Non-Defaulting Lenders pursuant to Section 2.6(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ Letter of Credit Exposure;

(E)           to the extent any Defaulting Lender’s Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.3(g)(ii), then, without prejudice to any rights or remedies of the Issuing Lender or any Lender hereunder, all Letter of Credit Fees that would have otherwise been payable to such Defaulting Lender under Section 2.6(b) with respect to such portion

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of such Letter of Credit Exposure shall instead be payable to the Issuing Lender until such portion of such Defaulting Lender’s Letter of Credit Exposure is cash collateralized or reallocated;

(F)           so long as any Lender is a Defaulting Lender, the Swing Lender shall not be required to make any Swing Loan and the Issuing Lender shall not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the Defaulting Lender’s Pro Rata Share of such Swing Loans or Letter of Credit cannot be reallocated pursuant to this Section 2.3(g)(ii) or (y) the Swing Lender or Issuing Lender, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the Swing Lender or Issuing Lender, as applicable, and Borrowers to eliminate the Swing Lender’s or Issuing Lender’s risk with respect to the Defaulting Lender’s participation in Swing Loans or Letters of Credit; and

(G)          Agent may release any cash collateral provided by Borrowers pursuant to this Section 2.3(g)(ii) to the Issuing Lender and the Issuing Lender may apply any such cash collateral to the payment of such Defaulting Lender’s Pro Rata Share of any Letter of Credit Disbursement that is not reimbursed by Borrowers pursuant to Section 2.11(d).

(h)           Independent Obligations.  All Advances (other than Swing Loans and Protective Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares.  It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

2.4          Payments; Reductions of Commitments; Prepayments.

(a)           Payments by Borrowers.

(i)            Except as otherwise expressly provided herein, all payments by any Borrower shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 11:00 a.m. (California time) on the date specified herein.  Any payment received by Agent later than 11:00 a.m. (California time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(ii)           Unless Agent receives notice from Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender.  If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

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(b)           Apportionment and Application.

(i)            So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing Lender) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates.  All payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Advances outstanding and, thereafter, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

(ii)           At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:

(A)          first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full,

(B)          second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in full,

(C)          third, to pay interest due in respect of all Protective Advances until paid in full,

(D)          fourth, to pay the principal of all Protective Advances until paid in full,

(E)           fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full,

(F)           sixth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in full,

(G)          seventh, to pay interest accrued in respect of the Swing Loans until paid in full,

(H)          eighth, to pay the principal of all Swing Loans until paid in full,

(I)            ninth, ratably, to pay interest accrued in respect of the Advances (other than Protective Advances) until paid in full,

(J)            tenth, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the benefit of Issuing Lender (and for the ratable benefit of each of the Lenders that have an obligation to pay to Agent, for the account of the Issuing Lender, a share of each Letter of Credit Disbursement), as cash collateral in an amount up to 105% of the Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to the

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reimbursement of any Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof), and (iii) ratably, to the Bank Product Providers based upon amounts then certified by the applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Providers on account of Bank Product Obligations,

(K)          eleventh, to pay any other Obligations other than Obligations owed to Defaulting Lenders,

(L)           twelfth, ratably to pay any Obligations owed to Defaulting Lenders; and

(M)         thirteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

(iii)          Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).

(iv)          In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document.

(v)           For purposes of Section 2.4(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(vi)          In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.  In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 2.3(g) and this Section 2.4, then the provisions of Section 2.3(g) shall control and govern, and if otherwise, then the terms and provisions of this Section 2.4 shall control and govern.

(c)           Reduction of Commitments.

(i)            Revolver Commitments.  The Revolver Commitments shall terminate on the Maturity Date.  Borrowers may reduce the Revolver Commitments, without premium or penalty, to an amount not less than the greater of (A) $20,000,000 or (B) sum of (x) the Revolver Usage as of such date, plus (y) the principal amount of all Advances not yet made as to which a request has been given by Borrowers under Section 2.3(a), plus (z) the amount of all Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section 2.11(a).  Each such reduction shall be in an amount which is not less than $5,000,000, shall be made by providing not less than 5 Business Days prior written notice to Agent and shall be irrevocable.  Once reduced, the Revolver Commitments may not be

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increased.  Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its ratable share thereof.

(ii)           [Reserved]

(d)           Optional Prepayments.

(i)            Advances.  Borrowers may prepay the principal of any Advance at any time in whole or in part, without premium or penalty.

(ii)           [Reserved].

2.5          Overadvances; Promise to Pay.  If, at any time or for any reason, the amount of Obligations owed by Borrowers to the Lender Group pursuant to Section 2.1 or Section 2.11 is greater than any of the limitations set forth in Section 2.1 or Section 2.11, as applicable (an “Overadvance”), Borrowers shall promptly, and in any event, within 1 Business Day, pay to Agent, in cash, the amount of such excess, which amount shall be used by Agent to reduce the Obligations in accordance with the priorities set forth in Section 2.4(b).  Borrowers promise to pay the Obligations (including principal, interest, fees, costs, and expenses) in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement.

2.6          Interest Rates and Letter of Credit Fee:  Rates, Payments, and Calculations.

(a)           Interest Rates.  Except as provided in Section 2.6(c), all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof as follows:

(i)            if the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin, and

(ii)           otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.

(b)           Letter of Credit Fee.  Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit fee (the “Letter of Credit Fee”) (which fee shall be in addition to the fronting fees and commissions, other fees, charges and expenses set forth in Section 2.11(e)) that shall accrue at a per annum rate equal to the LIBOR Rate Margin times the Daily Balance of the undrawn amount of all outstanding Letters of Credit.

(c)           Default Rate.  Upon the occurrence and during the continuation of an Event of Default and at the written election of the Required Lenders,

(i)            all Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof at a per annum rate equal to 2 percentage points above the per annum rate otherwise applicable thereunder, and

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(ii)           the Letter of Credit Fee shall be increased to 2 percentage points above the per annum rate otherwise applicable hereunder.

(d)           Payment.  Except to the extent provided to the contrary in Section 2.10 or Section 2.12(a), all interest, all Letter of Credit Fees, all other fees payable hereunder or under any of the other Loan Documents, and all costs, expenses, and Lender Group Expenses payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of each month at any time that Obligations or Commitments are outstanding.  Each Borrower hereby authorizes Agent, from time to time without prior notice to such Borrower, to charge all interest, Letter of Credit fees, and all other fees payable  hereunder or under any of the other Loan Documents (in each case, as and when due and payable), all costs, expenses, and Lender Group Expenses payable hereunder or under any of the other Loan Documents (in each case, as and when incurred), all charges, commissions, fees, and costs provided for in Section 2.11(e) (as and when accrued or incurred), all fees and costs provided for in Section 2.10 (as and when accrued or incurred), and all other payments as and when due and payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products) to the Loan Account, which amounts thereafter shall constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances that are Base Rate Loans.  Any interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement that are charged to the Loan Account shall thereafter constitute Advances hereunder and shall initially accrue interest at the rate then applicable to Advances that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms of this Agreement).

(e)           Computation.  All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue.  In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.

(f)            Intent to Limit Charges to Maximum Lawful Rate.  In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable.  Each Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

2.7          Crediting Payments.  The receipt of any payment item by Agent shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to Agent’s Account or unless and until such payment item is honored when presented for payment.  Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment and interest shall be calculated accordingly.  Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent’s Account on a Business Day on or before 11:00 a.m. (California time).  If any payment item is received into Agent’s Account on a non-Business Day or after 11:00 a.m. (California time) on a Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it

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shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

2.8          Designated Account.  Agent is authorized to make the Advances, and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d).  Borrowers agree to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Advances requested by Borrowers and made by Agent or the Lenders hereunder.  Unless otherwise agreed by Agent and Borrowers, any Advance or Swing Loan requested by Borrowers and made by Agent or the Lenders hereunder shall be made to the Designated Account.

2.9          Maintenance of Loan Account; Statements of Obligations.  Agent shall maintain an account on its books in the name of Borrowers (the “Loan Account”) on which Borrowers will be charged with all Advances (including Protective Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrowers or for Borrowers’ account, the Letters of Credit issued or arranged by Issuing Lender for Borrowers’ account, and with all other payment Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses.  In accordance with Section 2.7, the Loan Account will be credited with all payments received by Agent from Borrowers or for any Borrower’s account.  Agent shall make available to Borrowers monthly statements regarding the Loan Account, including the principal amount of the Advances, interest accrued hereunder, fees accrued or charged hereunder or under the Loan Documents, and a summary itemization of all charges and expenses constituting Lender Group Expenses accrued hereunder or under the other Loan Documents, and each such statement, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless, within 30 days after Agent first makes such statement available to Borrowers, Borrowers shall deliver to Agent written objection thereto describing the error or errors contained in such statement.

2.10        Fees.  Borrowers shall pay to Agent,

(a)           for the account of Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.

(b)           for the ratable account of those Lenders with Revolver Commitments, on the first day of each month from and after the Closing Date up to the first day of the month prior to the Payoff Date and on the Payoff Date, an unused line fee in an amount equal to the Applicable Unused Line Fee Percentage per annum times the result of (i) the aggregate amount of the Revolver Commitments, less (ii) the average Daily Balance of the Revolver Usage during the immediately preceding month (or portion thereof).

2.11        Letters of Credit.

(a)           Subject to the terms and conditions of this Agreement, upon the request of Administrative Borrower made in accordance herewith, the Issuing Lender agrees to issue, or to cause an Underlying Issuer (including, as Issuing Lender’s agent) to issue, a requested Letter of Credit for the account of a Borrower.  If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings or other arrangements that

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provide for reimbursement of such Underlying Issuer with respect to drawings under such Letter of Credit; each such obligation or undertaking, irrespective of whether in writing, a “Reimbursement Undertaking”) with respect to Letters of Credit issued by such Underlying Issuer.  By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that (i) Issuing Lender issue or (ii) an Underlying Issuer issue the requested Letter of Credit (and, in such case, to have requested Issuing Lender to issue a Reimbursement Undertaking with respect to such requested Letter of Credit).  Borrowers acknowledge and agree that Borrowers are and shall be deemed to be applicants (within the meaning of Section 5-102(a)(2) of the Code) with respect to each Underlying Letter of Credit.  Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an Authorized Person and delivered to the Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension.  Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and shall (x) specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and (y) shall be accompanied by such Issuer Documents as Agent, Issuing Lender or Underlying Issuer may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Lender or Underlying Issuer generally requests for Letters of Credit in similar circumstances.  Anything contained herein to the contrary notwithstanding, the Issuing Lender may, but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, that supports the obligations of Parent or its Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is a Defaulting Lender.

(b)           The Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested issuance:

(i)            the Letter of Credit Usage would exceed the Borrowing Base less the outstanding amount of Advances (inclusive of Swing Loans) at such time, or

(ii)           the Letter of Credit Usage would exceed $5,000,000, or

(iii)          the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Advances (including Swing Loans).

(c)           In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, the Issuing Lender shall not be required to issue or arrange for such Letter of Credit to the extent (x) the Defaulting Lender’s Letter of Credit Exposure with respect to such Letter of Credit may not be reallocated pursuant to Section 2.3(g)(ii) or (y) the Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and Borrower to eliminate the Issuing Lender’s risk with respect to the participation in such Letter of Credit of the Defaulting Lender, which arrangements may include Borrower cash collateralizing such Defaulting Lender’s Letter of Credit Exposure in accordance with Section 2.3(g)(ii).  Additionally, Issuing Lender shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if (I) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its

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terms, purport to enjoin or restrain Issuing Lender from issuing such Letter of Credit or Reimbursement Undertaking or Underlying Issuer from issuing such Letter of Credit, or any law applicable to Issuing Lender or Underlying Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Lender or Underlying Issuer shall prohibit or request that Issuing Lender or Underlying Issuer refrain from the issuance of letters of credit generally or such Letter of Credit or Reimbursement Undertaking (as applicable) in particular, or (II) the issuance of such Letter of Credit would violate one or more policies of Issuing Lender or Underlying Issuer applicable to letters of credit generally.

(d)           Any Issuing Lender (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day immediately following the Business Day on which such Issuing Lender issued any Letter of Credit; provided that (y) until Agent advises any such Issuing Lender that the provisions of Section 3.2 are not satisfied, or (z) the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by Agent and such Issuing Lender, such Issuing Lender shall be required to so notify Agent in writing only once each week of the Letters of Credit issued by such Issuing Lender during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as Agent and such Issuing Lender may agree.  Each Letter of Credit shall be in form and substance reasonably acceptable to the Issuing Lender, including the requirement that the amounts payable thereunder must be payable in Dollars.  If Issuing Lender makes a payment under a Letter of Credit or an Underlying Issuer makes a payment under an Underlying Letter of Credit, Borrowers shall pay to Agent an amount equal to the applicable Letter of Credit Disbursement on the date such Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the Letter of Credit Disbursement immediately and automatically shall be deemed to be an Advance hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially, shall bear interest at the rate then applicable to Advances that are Base Rate Loans. If a Letter of Credit Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation to pay the amount of such Letter of Credit Disbursement to Issuing Lender shall be automatically converted into an obligation to pay the resulting Advance.  Promptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to the Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(b) to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear.

(e)           Promptly following receipt of a notice of a Letter of Credit Disbursement pursuant to Section 2.11(a), each Lender with a Revolver Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to Section 2.11(a) on the same terms and conditions as if Borrowers had requested the amount thereof as an Advance and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders.  By the issuance of a Letter of Credit or a Reimbursement Undertaking (or an amendment, renewal, or extension of a Letter of Credit or a Reimbursement Undertaking) and without any further action on the part of the Issuing Lender or the Lenders with Revolver Commitments, the Issuing Lender shall be deemed to have granted to each Lender with a Revolver Commitment, and each Lender with a Revolver Commitment shall be deemed to have purchased, a participation in each Letter of Credit issued by Issuing Lender and each Reimbursement Undertaking, in an amount equal to its Pro Rata Share of such Letter of Credit or Reimbursement Undertaking, and each such Lender agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of any Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer under the applicable Letter of Credit.  In consideration and in furtherance of the foregoing, each Lender with a Revolver Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of each Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer and not reimbursed by Borrowers on the date due as

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provided in Section 2.11(a), or of any reimbursement payment that is required to be refunded (or that Agent or Issuing Lender elects, based upon the advice of counsel, to refund) to Borrowers for any reason.  Each Lender with a Revolver Commitment acknowledges and agrees that its obligation to deliver to Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share of each Letter of Credit Disbursement pursuant to this Section 2.11(b) 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 3.  If any such Lender fails to make available to Agent the amount of such Lender’s Pro Rata Share of a Letter of Credit Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

(f)            Each Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group and each Underlying Issuer harmless from any damage, loss, cost, reasonable out-of-pocket expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable documented attorneys fees and expenses incurred by Issuing Lender, any other member of the Lender Group, or any Underlying Issuer arising out of or in connection with any Reimbursement Undertaking or any Letter of Credit; provided, however, that no Borrower shall be obligated hereunder to indemnify the Lender Group or any Underlying Issuer for any loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of the Issuing Lender, any other member of the Lender Group, or any Underlying Issuer.  Each Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Letter of Credit or by Issuing Lender’s interpretations of any Reimbursement Undertaking even though this interpretation may be different from such Borrower’s own, and each Borrower understands and agrees that none of the Issuing Lender, the Lender Group, or any Underlying Issuer shall be liable for any error, negligence, or mistake, whether of omission or commission, in following any Borrower’s instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto.  Each Borrower understands that the Reimbursement Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by a Borrower against such Underlying Issuer.  Each Borrower hereby agrees to indemnify, save, defend, and hold Issuing Lender and the other members of the Lender Group harmless with respect to any loss, cost, reasonable out-of-pocket expense (including reasonable documented attorneys fees and expenses), or liability (other than Taxes, which shall be governed by Section 16) incurred by them as a result of the Issuing Lender’s indemnification of an Underlying Issuer; provided, however, that Borrowers shall not be obligated hereunder to indemnify for any such loss, cost, expense, or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group.

(g)           Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, neither Issuing Lender nor any Underlying Issuer (as applicable) shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit or the Underlying Letter of Credit (as applicable)) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of Issuing Lender, any Underlying Issuer, Agent, any of the Lender-Related Persons or Agent-Related Persons, nor any correspondent, participant or assignee of Issuing Lender shall be liable to any Lender or any Loan Party for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any

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Letter of Credit or any error in interpretation of technical terms; or (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that this assumption is not intended to, and shall not, preclude Borrowers from pursuing such rights and remedies as they may have against the beneficiary or transferee at law or under any other agreement.  None of Issuing Lender, any Underlying Issuer, Agent, any of the Lender-Related Persons or Agent-Related Persons, nor any correspondent, participant or assignee of Issuing Lender or any Underlying Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.11(h) or for any action, neglect or omission under or in connection with any Letter of Credit or Issuer Document, including in connection with the issuance or any amendment of any Letter of Credit, the failure to issue or amend any Letter of Credit, the honoring or dishonoring of any demand under any Letter of Credit, or the following of any Borrower’s instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto, and such action or neglect or omission will bind Borrowers.  In furtherance and not in limitation of the foregoing, Issuing Lender and each Underlying Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary (or Issuing Lender and any Underlying Issuer may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit and may disregard any requirement in a Letter of Credit that notice of dishonor be given in a particular manner and any requirement that presentation be made at a particular place or by a particular time of day), and neither Issuing Lender nor any Underlying Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.  Neither Issuing Lender nor any Underlying Issuer shall be responsible for the wording of any Letter of Credit (including any drawing conditions or any terms or conditions that are ineffective, ambiguous, inconsistent, unduly complicated or reasonably impossible to satisfy), notwithstanding any assistance Issuing Lender or any Underlying Issuer may provide to any Borrower with drafting or recommending text for any letter of credit application or with the structuring of any transaction related to any Letter of Credit, and each Borrower hereby acknowledges and agrees that any such assistance will not constitute legal or other advice by Issuing Lender or any Underlying Issuer or any representation or warranty by Issuing Lender or any Underlying Issuer that any such wording or such Letter of Credit will be effective.  Without limiting the foregoing, Issuing Lender or any Underlying Issuer may, as it deems appropriate, use in any Letter of Credit any portion of the language prepared by any Borrower and contained in the letter of credit application relative to drawings under such Letter of Credit.  Each Borrower hereby acknowledges and agrees that neither any Underlying Issuer nor any member of the Lender Group shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit.

(h)           The obligation of Borrowers to reimburse Issuing Lender for each drawing under each Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)            any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document,

(ii)           the existence of any claim, counterclaim, setoff, defense or other right that Parent or any of its Subsidiaries may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), Issuing Lender or any other Person, whether in connection with this Agreement, the transactions

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contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction,

(iii)          any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit,

(iv)          any payment by Issuing Lender under such Letter of Credit against presentation of a draft or certificate that does not substantially or strictly comply with the terms of such Letter of Credit (including, without limitation, any requirement that presentation be made at a particular place or by a particular time of day), or any payment made by Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit,

(v)           any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, Parent or any of its Subsidiaries, or

(vi)          the fact that any Default or Event of Default shall have occurred and be continuing.

(i)            Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application.

(j)            Borrowers acknowledge and agree that any and all fees, charges, costs, or commissions in effect from time to time, of the Issuing Lender relating to Letters of Credit or incurred by the Issuing Lender relating to Underlying Letters of Credit, upon the issuance of any Letter of Credit, upon the payment or negotiation of any drawing under any Letter of Credit, or upon the occurrence of any other activity with respect to any Letter of Credit (including the transfer, amendment, or cancellation of any Letter of Credit), together with any and all fronting fees in effect from time to time related to Letters of Credit, shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately after the date on which such fees, charges, costs, or commissions are first incurred or accrued by Borrowers to Agent for the account of the Issuing Lender; it being acknowledged and agreed by Borrowers that, as of the Closing Date, the Issuing Lender is entitled to charge Borrowers a fronting fee of 0.825% per annum times the undrawn amount of each Underlying Letter of Credit and that such fronting fee may be changed from time to time without notice, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals.

(k)           If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Issuing Lender, any other member of the Lender Group, or Underlying Issuer with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):

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(i)            any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued or caused to be issued hereunder or hereby, or

(ii)           there shall be imposed on the Issuing Lender, any other member of the Lender Group, or Underlying Issuer any other condition regarding any Letter of Credit or Reimbursement Undertaking,

and the result of the foregoing is to increase, directly or indirectly, the cost to the Issuing Lender, any other member of the Lender Group, or an Underlying Issuer of issuing, making, participating in, or maintaining any Reimbursement Undertaking or Letter of Credit or to reduce the amount receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate the Issuing Lender, any other member of the Lender Group, or an Underlying Issuer for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder; provided, however, that (A) no Borrower shall be required to provide any compensation pursuant to this Section 2.11(k) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts is first made to Borrowers, and (B) if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.  The determination by Agent of any amount due pursuant to this Section 2.11(k), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

(l)            Unless otherwise expressly agreed by the Issuing Lender and a Borrower when a Letter of Credit is issued, (i) the rules of the ISP and the UCP 600 shall apply to each standby Letter of Credit, and (ii) the rules of the UCP 600 shall apply to each commercial Letter of Credit.

(m)          In the event of a direct conflict between the provisions of this Section 2.11 and any provision contained in any Issuer Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.  In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.11 shall control and govern.

2.12        LIBOR Option.

(a)           Interest and Interest Payment Dates.  In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the option, subject to Section 2.12(b) below (the “LIBOR Option”) to have interest on all or a portion of the Advances be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate.  Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof.  On the last day of each applicable Interest Period, unless Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder.  At any time that an Event of Default has occurred and is continuing, at the written election of

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the Required Lenders, Borrowers no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate.

(b)           LIBOR Election.

(i)            Borrowers may, at any time and from time to time, so long as no Event of Default has occurred and is continuing and the Required Lenders have not elected in writing that the Borrowers may no longer do so, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. (California time) at least 3 Business Days prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”).  Notice of Borrowers’ election of the LIBOR Option for a permitted portion of the Advances and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m.(California time) on the same day).  Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affected Lenders.

(ii)           Each LIBOR Notice shall be irrevocable and binding on each Borrower.  In connection with each LIBOR Rate Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”).  A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error.  Borrowers shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate.  If a payment of a LIBOR Rate Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable LIBOR Rate Loan on such last day, it being agreed that Agent has no obligation to so defer the application of payments to any LIBOR Rate Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses.

(iii)          Borrowers shall have not more than 5 LIBOR Rate Loans in effect at any given time.  Borrowers only may exercise the LIBOR Option for proposed LIBOR Rate Loans of at least $1,000,000.

(iv)          The parties hereto agree that all Interest Periods with respect to LIBOR Rate Loans under the Original Credit Agreement in existence on the Closing Date shall be deemed for purposes hereof to be Interest Periods selected under this Agreement for a like period, commencing and ending on the same dates as the existing Interest Periods.

(c)           Conversion.  Borrowers may convert LIBOR Rate Loans to Base Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any automatic prepayment through the required application by Agent of proceeds of Borrowers’ and their Subsidiaries’ Collections in accordance with Section 2.4(b) or for any other reason, including early termination of the

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term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, each Borrower shall indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with Section 2.12 (b)(ii).

(d)           Special Provisions Applicable to LIBOR Rate.

(i)            The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate.  In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender,  Borrowers may, by notice to such affected Lender (A) require such Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (B) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under Section 2.12(b)(ii)).  No Borrower shall be required to compensate any Lender pursuant to this Section for additional or increased costs incurred more than 180 days prior to the date that the such Lender notifies Administrative Borrower of such changes in applicable law or in the reserve requirements giving rise to such additional or increased costs and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of changes in applicable law or in the reserve requirements that are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(ii)           In the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer be unlawful or impractical to do so.

(e)           No Requirement of Matched Funding.  Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate.

2.13        Capital Requirements.

(a)           If, after the date hereof, the Issuing Lender or any Lender determines that (i) any Change in Law regarding capital or reserve requirements for banks or bank holding companies, or (ii) compliance by the Issuing Lender or such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy

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(whether or not having the force of law), has the effect of reducing the return on the Issuing Lender’s, such Lender’s or such holding companies’ capital as a consequence of the Issuing Lender’s or such Lender’s commitments hereunder to a level below that which the Issuing Lender, such Lender or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration the Issuing Lender’s, such Lender’s or such holding companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by the Issuing Lender or such Lender to be material, then the Issuing Lender or such Lender may notify Administrative Borrower and Agent thereof.  Following receipt of such notice, Borrowers agree to pay the Issuing Lender or such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by the Issuing Lender or such Lender of a statement in the amount and setting forth in reasonable detail the Issuing Lender  or such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error).  In determining such amount, the Issuing Lender or such Lender may use any reasonable averaging and attribution methods.  Failure or delay on the part of the Issuing Lender or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Issuing Lender or such Lender’s right to demand such compensation; provided that no Borrower shall be required to compensate the Issuing Lender or a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that the Issuing Lender or such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(b)           If the Issuing Lender or any Lender requests additional or increased costs referred to in Section 2.11(k) or Section 2.12(d)(i) or amounts under Section 2.13(a) or sends a notice under Section 2.12(d)(ii) relative to changed circumstances (such Issuing Lender or Lender, an “Affected Lender”), then such Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.11(k), Section 2.12(d)(i) or Section 2.13(a), as applicable, or would eliminate the illegality or impracticality of funding or maintaining LIBOR Rate Loans and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it.  Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment.  If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender pursuant to Section 2.11(k), Section 2.12(d)(i) or Section 2.13(a), as applicable, or to enable Borrowers to obtain LIBOR Rate Loans, then Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 2.11(k), Section 2.12(d)(i) or Section 2.13(a), as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section 2.11(k), Section 2.12(d)(i) or Section 2.13(a), as applicable, or indicates that it is no longer unlawful or impractical to fund or maintain LIBOR Rate Loans, may designate a different Issuing Lender or substitute a Lender, in each case, reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s commitments hereunder (a “Replacement Lender”), and if such Replacement Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and commitments, and upon such purchase by the Replacement Lender, such Replacement Lender shall be deemed to be “Issuing Lender” or a “Lender” (as the case may be) for purposes of this Agreement and

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such Affected Lender shall cease to be “Issuing Lender” or a “Lender” (as the case may be) for purposes of this Agreement.

(c)           Notwithstanding anything herein to the contrary, the protection of Sections 2.11(k), 2.12(d), and 2.13 shall be available to the Issuing Lender and each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or been imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith.

2.14        Accordion

(a)           At any time during the period from and after the Closing Date through and including the date that is 30 days prior to the Maturity Date, at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”).  Agent shall invite each Lender to increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver Commitments in connection with such proposed Increase, then Agent or Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase.  Any Increase shall be in an amount of at least the lesser of (x) $15,000,000 and (y) the Available Increase Amount and integral multiples of $5,000,000 in excess thereof.  In no event may the Revolver Commitments and the Maximum Revolver Amount be increased pursuant to this Section 2.14 on more than 2 occasions in the aggregate for all such Increases.  Additionally, for the avoidance of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed $25,000,000.

(b)           Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount in connection therewith:

(i)            Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), Borrowers, and Agent have signed a joinder agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which such Lenders (or prospective lenders), Borrowers, and Agent are party,

(ii)           each of the conditions precedent set forth in Section 3.2 are satisfied,

(iii)          Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for Parent and its Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the 4 fiscal quarters (on a quarter-by-quarter basis) immediately following the proposed date of the applicable Increase and regardless of whether a Financial Covenant Period is in effect, and

(iv)          Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with respect to the interest margins applicable to Advances to be made pursuant to the increased Revolver Commitments (which interest

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margins may be with respect to Advances made pursuant to the increased Revolver Commitments, higher than or equal to the interest margins applicable to Advances set forth in this Agreement immediately prior to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum Revolver Amount, the “Increase Date”)), and shall have communicated the amount of such interest margins to Agent.  Any Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.14 (including any amendment necessary to effectuate the interest margins for the Advances to be made pursuant to the increased Revolver Commitments).  Anything to the contrary contained herein notwithstanding, if the interest margin that is to be applicable to the Advances to be made pursuant to the increased Revolver Commitments are higher than the interest margin applicable to the Advances immediately prior to the applicable Increase Date (the amount by which the interest margin is higher, the “Excess”), then the interest margin applicable to the Advances immediately prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the necessity of any action by any party hereto.

(c)           Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Advances shall be deemed, unless the context otherwise requires, to include Advances made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14.

(d)           Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Advances and participation interests in Letters of Credit on such Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Advances and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Revolver Commitments.

(e)           The Advances, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Advances, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents.  Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.

2.15        Joint and Several Liability of Borrowers.

(a)           Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.

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(b)           Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including any Obligations arising under this Section 2.15), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them.

(c)           If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation until such time as all of the Obligations are paid in full.

(d)           The Obligations of each Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.15(d)) or any other circumstances whatsoever.

(e)           Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Advances or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement).  Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower.  Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.15, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15 shall not be discharged except by performance and then only to the extent of such performance.  The Obligations of each Borrower under this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender.

(f)            Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations.  Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents.  Each Borrower hereby covenants that such

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Borrower will continue to keep informed of Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.

(g)           The provisions of this Section 2.15 are made for the benefit of Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy.  The provisions of this Section 2.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied.  If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 2.15 will forthwith be reinstated in effect, as though such payment had not been made.

(h)           Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash.  Any claim which any Borrower may have against any other Borrower with respect to any payments to any Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor.

(i)            Each Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness (Borrowers may continue to collect intercompany indebtedness unless requested otherwise by Agent) of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash.  If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Agent, and such Borrower shall deliver any such amounts to Agent for application to the Obligations in accordance with Section 2.4(b).

3.             CONDITIONS; TERM OF AGREEMENT.

3.1          Conditions Precedent to the Initial Extension of Credit.  The obligation of each Lender to make its initial extension of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 (the making of such initial extension of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent ).

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3.2          Conditions Precedent to all Extensions of Credit.  The obligation of the Lender Group (or any member thereof) to make any Advances hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent:

(a)           the representations and warranties of Parent or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date; and

(b)           no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof.

3.3          Maturity.  This Agreement shall continue in full force and effect for a term ending on June 18, 2018 (the “Maturity Date”).  The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice to Administrative Borrower upon the occurrence and during the continuation of an Event of Default.

3.4          Effect of Maturity.  On the Maturity Date, all commitments of the Lender Group to provide additional credit hereunder shall automatically be terminated and all of the Obligations immediately shall become due and payable without notice or demand and Borrowers shall be required to repay all of the Obligations in full.  No termination of the obligations of the Lender Group (other than payment in full of the Obligations and termination of the Commitments) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full and the Commitments have been terminated.  When all of the Obligations have been paid in full and the Lender Group’s obligations to provide additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrowers’ sole expense, deliver all possessory Collateral and execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, Agent’s Liens and all notices of security interests and liens previously filed by Agent.

3.5          Early Termination by Borrowers.  Borrowers have the option, without premium or penalty, at any time upon 5 Business Days prior written notice to Agent, to terminate this Agreement and terminate the Commitments hereunder by repaying to Agent all of the Obligations in full.

3.6          Conditions Subsequent.  The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set forth on Schedule 3.6 (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof, shall constitute an Event of Default).  All provisions of this Agreement and the other Loan Documents (including, without limitation, all representations, warranties, covenants, Events of Default and other agreements herein and therein) shall be deemed modified to the extent necessary to reflect the fact that additional time has been provided for compliance with respect to such conditions subsequent.

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4.             REPRESENTATIONS AND WARRANTIES.

In order to induce the Lender Group to enter into this Agreement, each Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date and such representations and warranties shall survive the execution and delivery of this Agreement:

4.1          Due Organization and Qualification; Subsidiaries.

(a)           Parent and each of Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Change, and (iii) has all requisite organizational power and authority to own and operate its properties, to carry on its business as now conducted to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

(b)           Set forth on Schedule 4.1(b) (taking into account any time period granted under the Security Agreement for the delivery of the Stock of any new Subsidiary of Parent) is a complete and accurate description of the authorized capital Stock of Parent and each of its Subsidiaries, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding.  Other than as described on Schedule 4.1(b), (i) there are no subscriptions, options, warrants, or calls relating to any shares of any such Person’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument and (ii) neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock.

(c)           Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of Parent’s direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Parent.  All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable.

4.2          Due Authorization; No Conflict.

(a)           As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Loan Party.

(b)           As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of

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federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Loan Party or its Subsidiaries except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any Loan Party’s interestholders or any approval or consent of any Person under any Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change.

4.3          Governmental Consents.  The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the Closing Date or as of such later date as is permitted or contemplated pursuant to the Loan Documents.

4.4          Binding Obligations; Perfected Liens.

(a)           Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(b)           Agent’s Liens are validly created, perfected (other than (i) in respect of Vehicles that are subject to a certificate of title and as to which Agent has not caused its Lien to be noted on the applicable certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations, (iv) commercial tort claims (other than those that, by the terms hereunder, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 11, and subject only to the filing of financing statements and the recordation of the Mortgages, in each case, in the appropriate filing offices), and, subject to the Intercreditor Agreement, first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases and Liens described under clauses (d) (but only to the extent any such Lien listed on Schedule P-2 is senior to the Agent’s Lien on the Closing Date), (h), (i), (j), (o), (s), (x), (y), (z), (aa), (bb), and (cc)  of the definition of Permitted Liens.

4.5          Title to Assets; No Encumbrances.  Subject to Permitted Liens, Parent and each of its Subsidiaries has (a) good, marketable and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1 hereof (or until such financial statements are delivered hereunder, of the Original Credit Agreement), in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby (or assets disposed

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of in the ordinary course of business, and not with respect to any of the transactions contemplated hereby, prior to the Closing Date).  All of such assets are free and clear of Liens except for Permitted Liens.

4.6          Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims.

(a)           The name of (within the meaning of Section 9-503 of the Code) and jurisdiction of organization of Parent and each of its Subsidiaries is set forth on Schedule 4.6(a) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement, including any grace period permitted under this Agreement or the Security Agreement in respect of delivery of Pledged Interests as the result of the formation or acquisition of new Subsidiaries).

(b)           The chief executive office of Parent and each of its Subsidiaries is located at the address indicated on Schedule 4.6(b) (taking into account the time period granted under Section 5.15 to amend Schedule 4.6(b) for any change of a Loan Party’s chief executive office);

(c)           Parent’s and each of its Subsidiaries’ tax identification numbers and organizational identification numbers, if any, are identified on Schedule 4.6(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions permitted under this Agreement, including any grace period permitted under this Agreement or the Security Agreement in respect of delivery of Pledged Interests as the result of the formation or acquisition of new Subsidiaries).

(d)           As of the Closing Date, neither Parent nor any of its Subsidiaries holds any commercial tort claims that exceed $500,000 in amount, except as set forth on Schedule 4.6(d).

4.7          Litigation.

(a)           Except as set forth on Schedule 4.7(a), there are no actions, suits, or proceedings pending or, to the knowledge of Borrowers, after due inquiry, threatened in writing against Parent or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Change.

(b)           Schedule 4.7(b) sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $1,000,000 that, as of the Closing Date, is pending or, to the knowledge of Borrowers, after due inquiry, threatened in writing against Parent or any of its Subsidiaries, of, as of the Closing Date, (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the procedural status with respect to such actions, suits, or proceedings, and (iv) whether any liability of Parent and its Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance.

4.8          Compliance with Laws.  Neither Parent nor any of its Subsidiaries (a) is in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

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4.9          No Material Adverse Change.  All historical financial statements relating to Parent and its Subsidiaries that have been delivered by any of the Borrowers to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, Parent’s and its Subsidiaries’ respective financial condition (consolidated to the extent specified in such financial statements) as of the date thereof and results of operations for the period then ended.  Since December 31, 2012, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Change with respect to the Parent and its Subsidiaries, taken as a whole.

4.10        Fraudulent Transfer.

(a)           On any date prior to July 31, 2013, the Loan Parties, taken as a whole (after giving effect to the issuance and sale of the Notes and the consummation of the Transactions contemplated hereby and thereby, whether or not actually consummated immediately after the Closing Date), are Solvent.  On any date on or after July 31, 2013, the Loan Parties, taken as a whole, are Solvent.

(b)           No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party.

4.11        Employee Benefits.  Except as set forth on Schedule 4.11, neither Parent nor any of its Subsidiaries, nor any of their ERISA Affiliates maintains or contributes to any Benefit Plan.

4.12        Environmental Condition.  Except as set forth on Schedule 4.12, (a) to Borrowers’ knowledge, neither Parent’s nor any of its Subsidiaries’ Properties has ever been used by Parent, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrowers’ knowledge, after due inquiry, neither Parent’s nor any of its Subsidiaries’ Properties has ever been designated or identified in any manner pursuant to any Environmental Law as a Hazardous Materials disposal site, (c) neither Parent nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) neither Parent nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

4.13        Intellectual Property.  Parent and each of its Subsidiaries own, or hold licenses in, all trademarks, trade names, copyrights, patents, and licenses that are necessary and material to the conduct of its business as currently conducted, and attached hereto as Schedule 4.13 (taking into account the time period set forth in the proviso below for amending such schedule to add additional intellectual property) is a true, correct, and complete listing of all material trademarks, trade names, copyrights, patents, and licenses as to which Parent or one of its Subsidiaries is the owner or is an exclusive licensee; provided, however, that any Borrower may amend Schedule 4.13 to add additional intellectual property so long as such amendment occurs by written notice to Agent at the time that Parent provides its Compliance Certificate pursuant to Section 5.1 that relates to the month in which such intellectual property was acquired.

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4.14        Leases.  Parent and each of its Subsidiaries enjoy peaceful and undisturbed possession under any lease material to their business and to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by Parent or the applicable Subsidiaries exists under any of them.

4.15        Deposit Accounts and Securities Accounts.  Set forth on Schedule 4.15 (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of Parent’s and its Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

4.16        Complete Disclosure.  All factual information (other than forward-looking information, forward-looking pro formas, and projections and information of a general economic nature and general information about Borrowers’ industry), taken as a whole, furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents, and all other such factual information (other than forward-looking information, forward-looking pro formas and projections and information of a general economic nature and general information about Borrowers’ industry), taken as a whole, hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.  The Projections delivered to Agent on January 24, 2013 in contemplation of the Transactions represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries, that no assurances can be given that such Projections will be realized, and that actual results may differ in a material manner from such Projections).

4.17        Material Contracts.  Set forth on Schedule 4.17 (as such Schedule may be updated from time to time in accordance herewith) is a reasonably detailed description of the Material Contracts of each Loan Party and its Subsidiaries as of the most recent date on which Borrowers provided their Compliance Certificate pursuant to Section 5.1 (or, prior to the date of delivery of the initial Compliance Certificate hereunder, as of the Closing Date).  Any Borrower may amend Schedule 4.17 to add additional Material Contracts so long as such amendment occurs by written notice to Agent on the date that Parent provides its Compliance Certificate.  Except for matters which, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, each Material Contract (other than those that have expired at the end of their normal terms) (a) is in full force and effect and is binding upon and enforceable against Parent or the applicable Subsidiary and, to Borrowers’ knowledge, after due inquiry, each other Person that is a party thereto in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws related to or limiting creditors’ rights generally, (b) has not been otherwise amended or modified (other than amendments or modifications permitted by Section 6.7(b)), and (c) is not in default due to the action or inaction of Parent or the applicable Subsidiary.

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4.18        Patriot Act.  To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Patriot Act”).  No part of the proceeds of the loans made hereunder will be used by any Loan Party or any of their Affiliates, 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.

4.19        Indebtedness.  Set forth on Schedule 4.19 is a true and complete list of all Indebtedness in excess of $250,000 for any particular Indebtedness and $500,000 in the aggregate for all Indebtedness of each Loan Party and each of its Subsidiaries outstanding immediately prior to the Closing Date that is to remain outstanding immediately after giving effect to the closing hereunder on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of the Closing Date.

4.20        Payment of Taxes.  Except as otherwise permitted under Section 5.5, all U.S. federal and other material tax returns and reports of each Loan Party and its Subsidiaries required to be filed by any of them have been timely filed, and all Taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon a Loan Party and its Subsidiaries and upon their respective assets, income, businesses and franchises that are due and payable have been paid when due and payable.  Each Loan Party and each of its Subsidiaries have made adequate provision in accordance with GAAP for all Taxes not yet due and payable.  No Borrower knows of any proposed Tax assessment against a Loan Party or any of its Subsidiaries that is not being actively contested by such Loan Party or such Subsidiary diligently, in good faith, and by appropriate proceedings; provided such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

4.21        Margin Stock.  Neither Parent nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock.  No part of the proceeds of the loans made to Borrowers will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors of the United States Federal Reserve.

4.22        Governmental Regulation.  Neither Parent nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.  Neither Parent nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.23        OFAC.  Neither Parent nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC.  Neither Parent nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or

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Sanctioned Entities.  No proceeds of any loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

4.24        Employee and Labor Matters.There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowers, threatened against Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowers, after due inquiry, no union representation question existing with respect to the employees of Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Parent or its Subsidiaries, in each case, to the extent such events could reasonably be expected to result in a material liability.  Neither Parent, nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied.  The hours worked and payments made to employees of Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.  All material payments due from Parent or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Parent or such Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

4.25        Parent as a Holding Company.  [Reserved].

4.26        Notes Documents.  As of the Closing Date, Borrowers have delivered to Agent true and correct copies of any material Notes Documents.  No Event of Default (as defined in the Notes Indenture and after giving effect to any grace period) has occurred and is continuing.  The Notes Documents are in full force and effect as of the Closing Date and have not been terminated, rescinded or withdrawn as of such date.  The execution, delivery and performance of the Notes Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in full force and effect.

4.27        [Reserved]

4.28        Eligible Accounts.  As to each Account that is identified by any Borrower as an Eligible Account in a Borrowing Base Certificate submitted to Agent, except with respect to payment by the Account Debtor of such Account subsequent to the date as to which such Borrowing Base Certificate relates, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of Borrowers’ business, (b) owed to one or more of the Borrowers, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Accounts.

4.29        Eligible Vehicles.  As to each Vehicle that is identified by any Borrower as an Eligible Vehicle in a Borrowing Base Certificate submitted to Agent, as of the date as to which such Borrowing

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Base Certificate relates, such Vehicle is not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Vehicles.

4.30        Locations of Inventory and Equipment.  The Inventory and Equipment (other than (i) Vehicles or Equipment out for repair and any parts to be used for such repairs, (ii) Vehicles on the road in the United States or Canada in the normal course of Borrowers’ or their Subsidiaries’ business, and (iii) locations with respect to which the aggregate net book value of such Inventory and Equipment thereat is less than $500,000) of the Loan Parties and their Subsidiaries are not stored with a bailee, warehouseman, or similar party (except as disclosed on Schedule 4.30) and are located only at, or in-transit between or to, the locations identified on Schedule 4.30 (taking into account the time period granted under Section 5.15 to amend Schedule 4.30 for any change of such locations).

4.31        ERISA.  Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the IRC and other federal or state law.  Each Plan which is intended to qualify under Section 401(a) of the IRC has received a favorable opinion or determination letter from the IRS and to the best knowledge of each Borrower, nothing has occurred which would cause the loss of such qualification.  Except as set forth on Schedule 4.31, each Borrower and each ERISA Affiliate has made all required contributions to any Plan subject to Section 412 of the IRC, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the IRC has been made with respect to any Plan.

4.32        Hedge Agreements.  On each date that any Hedge Agreement is executed by any Hedge Provider, Borrower and each other Loan Party satisfy all eligibility, suitability and other requirements under the Commodity Exchange Act (7 U.S.C. § 1, et seq., as in effect from time to time) and the Commodity Futures Trading Commission regulations.

5.             AFFIRMATIVE COVENANTS.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, the Loan Parties shall and shall cause each of their Subsidiaries to comply with each of the following:

5.1          Financial Statements, Reports, Certificates.  Deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein.  In addition, each Borrower agrees that no Subsidiary of Parent will have a fiscal year different from that of Parent.  In addition, each Borrower agrees to maintain a system of accounting that enables Parent to produce financial statements in accordance with GAAP.  Each Borrower shall also (a) keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to its and its Subsidiaries’ sales, and (b) maintain its billing systems/practices substantially as in effect as of the Closing Date and shall only make material modifications thereto with notice to, and with the consent of, Agent.

5.2          Collateral Reporting.  Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the reports set forth on Schedule 5.2 at the times specified therein. In addition, each Borrower agrees to use commercially reasonable efforts in cooperation with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth on such Schedule.

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5.3          Existence.  Except as otherwise permitted under Section 6.3 or Section 6.4, at all times maintain and preserve in full force and effect its existence and good standing in its jurisdiction of organization and, except as could not reasonably be expected to result in a Material Adverse Change, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, licenses, permits, licenses, accreditations, authorizations, or other approvals material to its business.

5.4          Maintenance of Properties.  Maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty and condemnation and Permitted Dispositions excepted and except where the failure to do so would not reasonably be expected to have a Material Adverse Change.

5.5          Taxes.  Cause all Taxes imposed, levied, or assessed against any Loan Party or its Subsidiaries, or any of their respective assets or in respect of any of its income, businesses, or franchises to be paid in full, before delinquency or before the expiration of any extension period, except (i) to the extent that the validity of such assessment or tax shall be the subject of a Permitted Protest and so long as, in the case of a Tax that has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or (ii) with respect to such Taxes that do not exceed $500,000 in the aggregate at any one time.  Parent will and will cause each of its Subsidiaries to make timely payment or deposit of all Tax payments and withholding taxes required of it and them by applicable laws (subject to clauses (i) and (ii) of the preceding sentence), including those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon reasonable request, furnish Agent with proof reasonably satisfactory to Agent indicating that Parent and its Subsidiaries have made such payments or deposits.

5.6          Insurance.  At Borrowers’ expense, maintain insurance respecting each of the Loan Parties’ and their Subsidiaries’ assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured against by other Persons engaged in the same or similar businesses. All such policies of insurance shall be with responsible and reputable insurance companies reasonably acceptable to Agent and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and in any event in amount, adequacy and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). All property insurance policies covering the Collateral are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payable endorsement with a standard noncontributory “lender” or “secured party” clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies.  All certificates of property and general liability insurance are to be delivered to Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation.  If any Borrower fails to maintain such insurance, Agent may arrange for such insurance, but at such Borrower’s expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims.  Borrowers shall give Agent prompt notice of any loss exceeding $1,000,000 covered by its casualty or business interruption insurance.  Upon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreement, Agent shall have the first right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts,

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releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.  Notwithstanding anything in this Section 5.6, the Loan Parties and their Subsidiaries shall be permitted to self-insure on a basis consistent with commercially reasonable business practices.  The parties hereby acknowledge that Borrowers’ self-insurance practices in effect on the Closing Date are commercially reasonable business practices as of the date of this Agreement.

5.7          Inspection.  Permit Agent and each of its duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to conduct appraisals and valuations, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as Agent may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to Administrative Borrower.  The Loan Parties’ reimbursement obligations under this Section 5.7 shall be subject to the Fee Letter.

5.8          Compliance with Laws.  Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.

5.9          Environmental.

(a)           Keep any property either owned or operated by Parent or any of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,

(b)           Comply, in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests,

(c)           Promptly notify Agent of any release of which any Borrower has knowledge of a Hazardous Material in any Reportable Quantity (as defined under applicable Environmental Law) from or onto property owned or operated by Parent or any of its Subsidiaries and take any Remedial Actions required to abate said release or otherwise to come into compliance, in all material respects, with applicable Environmental Law, and

(d)           Promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice of any of the following:  (i) notice that an Environmental Lien has been filed against any of the real or personal property of Parent or its Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against Parent or its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority.

5.10        Disclosure Updates.  Promptly and in no event later than 10 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to Agent or the Lenders contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made.  The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a

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material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

5.11        Formation of Subsidiaries.  At the time that any Loan Party forms any Subsidiary or acquires any Subsidiary after the Closing Date, such Loan Party shall (a) within 20 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Subsidiary to provide to Agent a Guaranty or joinder thereto (or, upon request of Administrative Borrower in the case of any Subsidiary that is organized under the laws of any state or territory of the United States of America, a joinder to this Agreement resulting in such Subsidiary becoming a Borrower under this Agreement and the other Loan Documents subject to the completion of legal and business due diligence and execution of related documents reasonably satisfactory to Agent) and a joinder to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property (other than Excluded Real Property) owned in fee of such new Subsidiary to the extent required by the Loan Documents), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to the Intercreditor Agreement and to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that no Guaranty or any such joinder or other security documents shall be required to be provided to Agent with respect to any Subsidiary of a Loan Party that is a CFC, (b) within 20 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent a pledge agreement (or an addendum to the Security Agreement) and, subject to the terms of the Intercreditor Agreement, appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of any Loan Party that is a CFC (and none of the Stock of any Subsidiary of such CFC) shall be required to be pledged (it being understood that such pledge shall not be required to be documented by a non-United States law governed pledge agreement, and (c) within 20 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel (other than opinions of foreign counsel) reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage).  Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

5.12        Further Assurances.  At any time upon the reasonable request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, mortgages, deeds of trust, opinions of counsel, and all other documents (the “Additional Documents”) that Agent may reasonably request in form and substance reasonably satisfactory to Agent to the extent required under the Loan Documents, to create, perfect, and continue perfected or to better perfect Agent’s Liens in all of the assets of the Loan Parties (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal) to the extent required under the Loan Documents, to create and perfect Liens in favor of Agent in any Real Property of Parent or its Subsidiaries that is not Excluded Real Property, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents; provided that (i) the foregoing shall not apply to any Subsidiary of a Loan Party that is a CFC and (ii) notwithstanding the foregoing, the Loan Parties’ sole obligation in the case of any leasehold interests of any of them shall be, upon Agent’s reasonable request, to use commercially reasonable efforts to deliver a Collateral Access Agreement with respect to any premises material to the business taken as a whole.  To the maximum extent permitted by applicable law, if any Borrower refuses or fails to execute or deliver any reasonably requested Additional

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Documents required to be delivered under this Section 5.12 within a reasonable period of time following the request to do so, such Borrower hereby authorizes Agent to execute any such Additional Documents in such Borrower’s name, as applicable, and authorizes Agent to file such executed Additional Documents in any appropriate filing office.  In furtherance and not in limitation of the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by substantially all of the assets of Parent and its Subsidiaries and all of the outstanding capital Stock of Parent’s Subsidiaries (subject to exceptions and limitations contained in the Loan Documents).

5.13        Lender Meetings.  Within 120 days after the close of each fiscal year of Parent, at the request of Agent or of the Required Lenders and upon reasonable prior notice, hold a meeting (at a mutually agreeable location and time or, at the option of Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Parent and its Subsidiaries and the projections presented for the current fiscal year of Parent and its Subsidiaries.

5.14        Material Contracts.  Contemporaneously with the delivery of each Compliance Certificate pursuant to Section 5.1, provide Agent with copies of (a) each Material Contract entered into since the delivery of the previous Compliance Certificate, and (b) each material amendment or modification of any Material Contract entered into since the delivery of the previous Compliance Certificate.

5.15        Location of Inventory and Equipment.  Keep each Loan Parties’ and its Subsidiaries’ Inventory and Equipment (other than (i) Vehicles or Equipment out for repair, and any parts to be used for such repairs, (ii) Vehicles on the road in the United States or Canada in the normal course of Borrowers’ or their Subsidiaries’ business, and (iii) locations with respect to which the aggregate net book value of such Inventory and Equipment that is located at such locations exceeds $500,000 in the aggregate) only at the locations identified on Schedule 4.30 and their chief executive offices only at the locations identified on Schedule 4.6(b); provided, however, that any Borrower may amend Schedule 4.30 or Schedule 4.6(b) so long as such amendment occurs by written notice to Agent at the time Parent provides its Compliance Certificate pursuant to Section 5.1 with respect to the month in which such Inventory or Equipment is moved to such new location or such chief executive office is relocated (to the extent that the aggregate net book value of such Inventory and Equipment that is to be located at any such new location exceeds $500,000) and so long as such new location is within the continental United States.  Such Borrower, upon Agent’s reasonable request, shall use commercially reasonable efforts to provide Agent a Collateral Access Agreement with respect to any such new location promptly upon written request of Agent.

5.16        ERISA Matters.  Furnish to Agent:

(a)           Notice of ERISA Matters. Upon learning of the occurrence of any of the following which could be reasonably expected to result in a Material Adverse Change, written notice thereof which describes the same and the steps being taken by Parent and its Subsidiaries with respect thereto: (i) a Prohibited Transaction in connection with any Plan (ii) the occurrence of a Reportable Event with respect to any Pension Plan subject to Title IV of ERISA, (iii) the institution of any steps by Parent and its Subsidiaries, the PBGC or any other Person to terminate any Plan, (iv) the institution of any steps by Parent and its Subsidiaries or any ERISA Affiliate to withdraw from any Pension Plan which could result in material liability to a Loan Party, (v) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a lien under Section 303(k) of ERISA, (vi) the taking of any

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action with respect to a Pension Plan which could result in the requirement that a Loan Party furnish a bond or other security to the PBGC or such Pension Plan, (vii) any material increase in the contingent liability of a Loan Party with respect to any post retirement Welfare Plan benefits, (viii) any and all claims, actions, or lawsuits (other than claims for benefits in the ordinary course) asserted or instituted, and of any threatened litigation or claims (other than claims for benefits in the ordinary course), against a Loan Party or against any ERISA Affiliate in connection with any Plan maintained, at any time, by a Loan Party or such ERISA Affiliate, or to which a Loan Party or such ERISA Affiliate has or had at any time any obligation to contribute, or/and against any such Plan itself, or against any fiduciary of or service provided to any such Plan, or (ix) the occurrence of any event with respect to any Plan which would result in Parent or any of its Subsidiaries incurring any material liability, fine or penalty.

(b)           Copies of ERISA Information. Upon Agent’s reasonable request (or in the case of clause (vi) below, upon any Borrower receiving or possessing such documents or information), each of the following shall be delivered by Borrowers to the Agent: (i) a copy of each Plan (or, where any such plan is not in writing, complete description thereof) (and if applicable, related trust agreements or other funding instruments) and all amendments thereto, all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of a Loan Party or any of its ERISA Affiliates; (ii) the most recent determination letter issued by the Internal Revenue Service with respect to each Pension Plan; (iii) for the three most recent plan years, Annual Reports on Form 5500 Series requires to be filed with any governmental agency for each Plan; (iv) all actuarial reports prepared for the last three plan years for each Pension Plan; (v) a listing of all Multiemployer Plans, with the aggregate amount of the most recent annual contributions required to be made by a Loan Party or any ERISA Affiliate to each such Multiemployer Plan and copies of the collective bargaining agreements requiring such contributions; (vi) any information that has been provided to a Loan Party or any ERISA Affiliate regarding withdrawal liability under any Multiemployer Plan and (vii) the aggregate amount of the most recent annual payments made to former employees of a Loan Party or any ERISA Affiliate under any retiree Welfare Plan.

5.17        Establishment of Escrow Account.  For the purpose of making the Restricted Junior Payments set forth in clause (k) of Section 6.9, repayments of the Existing Credit Facilities and fees and expenses in connection therewith (such payments, the “Post-Closing Preferred Payments”), (a) establish an escrow account (the “Preferred Payment Escrow Account”) from which such Post-Closing Preferred Payments on or prior to July 31, 2013 shall be made, (b) maintain the balance of the Preferred Payment Escrow Account at all times less than $70,000,000, and (c) cause the closure of the Preferred Payment Escrow Account on or prior to July 31, 2013 and immediate transfer of all amounts in the Preferred Payment Escrow Account at such time to a Deposit Account subject to Agent’s first priority Lien.

6.             NEGATIVE COVENANTS.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, the Loan Parties will not and will not permit any of their Subsidiaries to do any of the following:

6.1          Indebtedness.  Create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness.

6.2          Liens.  Create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.

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6.3          Restrictions on Fundamental Changes.

(a)           Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock other than mergers, consolidations and reorganizations (i) between Loan Parties, (ii) between any Loan Party and any of its Subsidiaries, and (iii) between non-Loan Parties, provided that, in the case of clause (ii), (y) such Loan Party is the surviving entity of such merger, consolidation or reorganization, and (z) the Accounts of such Subsidiary shall not be Eligible Accounts until such time as the Agent and the Lenders shall have completed an audit of such Accounts and such other due diligence reasonably requested by the Agent, in a manner and with results reasonably satisfactory to the Agent,

(b)           Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of Parent with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Parent) or any of Borrowers’ wholly-owned Subsidiaries so long as all of the assets (including any interest in any Stock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of Parent that is not a Loan Party (other than any such Subsidiary the Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Loan Party or another non-Loan Party, in each case, that is not liquidating or dissolving, or

(c)           Suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with the transactions permitted pursuant to Section 6.4.

6.4          Disposal of Assets.  Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.11, convey, sell, lease, license, assign, transfer, or otherwise dispose of (or, unless the effectiveness of such agreement is conditioned upon consent thereto by the Required Lenders or the payment in full of the Obligations, enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any assets of Parent’s or its Subsidiaries.

6.5          Change Name.  Change its or any of its Subsidiaries’ name, organizational identification number, state of organization, or organizational identity; provided, however, that Parent or its Subsidiaries may change its name upon at least 10 days prior written notice to Agent of such change.

6.6          Nature of Business.  Make any change in the nature of its or their business as described in Schedule 6.6 or acquire any properties or assets that are not reasonably related to the conduct of such business activities; provided, however, that the foregoing shall not prevent Parent and its Subsidiaries from engaging in any business that is reasonably related or ancillary to its or their business.

6.7          Prepayments and Amendments.

(a)           Except (x) in connection with Refinancing Indebtedness permitted by Section 6.1 or (y) for any prepayments or payments so long as the Additional Basket Conditions are met,

(i)            optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Parent and its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Refinancing Indebtedness in respect of the Note Obligations (including the defeasance thereof), (D) offers to purchase the Notes in connection with asset

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sales pursuant to Section 3.9 of the Notes Indenture, (E) the Transactions, or (F) prepayments of Permitted Preferred Stock with proceeds of Permitted Preferred Stock so long as the prepayments are substantially contemporaneous with the accompanying sale, or

(ii)           make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or

(b)           Directly or indirectly, amend, modify, or change any of the terms or provisions of

(i)            any agreement, instrument, document, indenture, or other writing evidencing  or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (d), (e), (f), (g), (h), and (i) of the definition of Permitted Indebtedness, (D) the Notes Obligations except to the extent any such amendment, modification, or change is not prohibited by the terms of the Intercreditor Agreement, and (E) to the extent any such amendment, modification, or change is not reasonably  expected to be adverse to the interests of the Lenders,

(ii)           any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or

(iii)          the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

6.8          Change of Control.  Cause, permit, or suffer, directly or indirectly, any Change of Control.

6.9          Restricted Junior Payments.  Make any Restricted Junior Payment; provided, however, that, so long as it is permitted by law,

(a)           so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Parent (i) may make distributions to current or former employees, officers, or directors of Parent (or any spouses, ex-spouses, trusts or estates of any of the foregoing) on account of redemptions, purchase, retirement or other acquisition for value of Stock of Parent held by such Persons and (ii) may make payments in respect of Indebtedness permitted under clause (r) of the definition of Permitted Indebtedness, so long as either (A)(1) the aggregate amount of such redemptions, purchases, retirement, other acquisitions for value, or payments made by Parent since the Closing Date does not exceed $2,000,000 in the aggregate or $500,000 in any 12 month period and (2) any such redemptions, purchases, retirement, other acquisitions for value, or payments since the Closing Date in excess of $500,000 in the aggregate shall only be made if Excess Availability is at least $7,500,000 immediately thereafter or (B) otherwise the Additional Basket Conditions are met,

(b)           Parent may make distributions to current or former employees, officers, or directors of Parent (or any spouses, ex-spouses, trusts or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Parent on account of repurchases of the Stock of Parent held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Stock of Parent,

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(c)           [Reserved],

(d)           so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Additional Basket Conditions are met, Parent may make distributions or payments (including payments in respect of Permitted Preferred Stock),

(e)           Parent’s Subsidiaries may make distributions to Parent for the sole purpose of allowing Parent to, and Parent shall use the proceeds thereof solely to make payments, to the extent that such payments are required in the ordinary course of business and relate directly to Parent and its Subsidiaries, or to services provided for or on behalf of Parent and its Subsidiaries, in each case that are required to be paid in cash, when due of (i) corporate franchise fees and taxes actually owed by Parent, (ii) legal and accounting and other professional fees and expenses actually incurred by Parent, (iii) costs incurred to comply with Parent’s reporting obligations under federal or state laws or as required to comply with the Note Documents or the Loan Documents, (iv) other customary corporate overhead expenses and other operations conducted by Parent, in each case, in the ordinary course of business, and (v) purchase consideration with respect to a Permitted Acquisition;

(f)            so long as Parent is permitted to make the payments permitted by this Section 6.9, Parent’s Subsidiaries may make dividends or distributions to Parent for the purpose of permitting Parent to make such payments and Parent agrees to use the proceeds of such dividends or distributions solely for such purpose;

(g)           the payment of any dividend or other distribution on, or the consummation of any irrevocable redemption of, Stock in Parent or any Subsidiary within 60 days after declaration or setting the record date for redemption thereof, as applicable, if at such date such payment would not have been prohibited by the provisions of this Section 6.9;

(h)           the retirement of any Stock of Parent by conversion into, or by or in exchange for, Stock (other than Prohibited Preferred Stock), or out of net cash proceeds of the sale (other than to a Subsidiary of the Parent) of Stock (other than Prohibited Preferred Stock) of the Parent occurring within 60 days prior to such retirement, or the making of other Restricted Junior Payments out of the net cash proceeds of the sale (other than to a Subsidiary of the Parent) of Stock (other than Prohibited Preferred Stock) of the Parent occurring within 60 days prior to such Restricted Junior Payment;

(i)            repurchase of Stock of Parent deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities to the extent such Stock represents a portion of the exercise price of those stock options, warrants or other convertible or exchangeable securities or repurchase of such Stock to the extent the proceeds of such repurchase are used to pay taxes incurred by the holder thereof as a result of the issuance or grant thereof;

(j)            cash payment, in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Stock of Parent or a Subsidiary thereof;

(k)           the declaration and payment of dividends on or the repurchase or redemption of (i) Parent’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock until consummation of the Transactions so long as such payment, repurchase, or redemption occurs prior to July 31, 2013 and to (ii) up to $10,000,000 stated value of the Parent’s Series B Preferred Stock not repurchased or redeemed in the Transactions, in each case in respect of clauses (i) and (ii) above, (A) in

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accordance with the certificates of designation governing the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (in each case as in effect as of the Closing Date), (B) so long as no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof, and (C) solely with respect to clause (ii) above, so long as Availability is at least 10% of the Maximum Revolver Amount immediately following such payment, repurchase, or redemption; and

(l)            subject to the conditions set forth in clause (k) above for such payments, repurchases or redemptions, the consummation of the Transactions.

6.10        Accounting Methods.  Modify or change its fiscal year or its method of accounting (other than as may be required to conform to GAAP).

6.11        Investments; Controlled Investments.

(a)           Except for Permitted Investments, directly or indirectly, make or acquire any Investment.

(b)           Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Parent and the other Loan Parties, (ii) Excluded Deposit Accounts, (iii) amounts on deposit securing any Liens permitted under clauses (h), (i), (j), (q), (x), (y), (z), (aa), (bb), and (cc) of the definition of Permitted Liens,  and (iv) controlled disbursement accounts that do not maintain cash balances, zero balance accounts and local terminal accounts which do not receive deposits, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts, in each case, of the Loan Parties, unless Parent or the applicable Loan Party and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments. Except as otherwise provided in this Section 6.11(b), neither Parent nor the other Loan Parties shall establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account.

6.12        Transactions with Affiliates.  Directly or indirectly enter into or permit to exist any transaction with any Affiliate of Parent or any of Subsidiary of Parent except for:

(a)           transactions (other than the payment of management, consulting, monitoring, or advisory fees) between Parent or its Subsidiaries, on the one hand, and any Affiliate of Parent or such Subsidiary, on the other hand, so long as such transactions (i) are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by Parent or such Subsidiary in excess of $500,000 for any single transaction or series of related transactions, and (ii) are no less favorable, taken as a whole, to Parent or such Subsidiary, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate,

(b)           so long as it has been approved by Parent’s or such Subsidiary’s board of directors (or comparable governing body) in accordance with applicable law, any indemnity provided for the benefit of directors (or comparable managers), officers, employees and agents of Parent or such Subsidiary,

(c)           so long as it has been approved by Parent’s or such Subsidiary’s board of directors (or comparable governing body) in accordance with applicable law, the payment (and any

46

agreement, plan or arrangement relating thereto) of reasonable compensation (including bonuses), severance, or employee benefit arrangements (including retirement, health, option, deferred compensation and other benefit plans) to employees, officers, and directors of Parent and its Subsidiaries in the ordinary course of business,

(d)           loans and advances to employees, directors, officers and consultants in the ordinary course of business in an aggregate principal amount not to exceed $500,000 at any time outstanding,

(e)           transactions entered into solely between Loan Parties,

(f)            any agreement or arrangement described on Schedule 6.12 and any amendment, modification, extension or replacement of such agreement or arrangement so long as such amendment, modification, extension or replacement (x) is not less favorable in any material respect to Parent or any Subsidiary, taken as a whole, as the original agreement as in effect on the Closing Date as determined in good faith by such Person’s board of directors (or comparable governing body) in accordance with applicable law or (y) is an amendment, modification, extension or replacement of any agreement or arrangement for payments of a type described in clause (c) above made in the ordinary course of business and has been approved by the applicable Parent or Subsidiary’s board of directors,

(g)           transactions permitted by Section 6.3, Section 6.9, Section 6.11, or Section 6.14 or any Permitted Intercompany Advance,

(h)           the existence of, or the performance by Parent or any of its Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by Parent or any of its Subsidiaries of obligations under, any future amendment to any such existing agreement or any similar agreement entered into after the Closing Date shall only be permitted by this clause (h) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect to the Lenders when taken as a whole as compared to the original agreement in effect on the Closing Date,

(i)            any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into Parent or its Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto so long as such amendment, extension or modification is not more disadvantageous to the Lenders in any material respect, and

(j)            the Transactions and the payment of all fees and expenses related thereto.

6.13        Use of Proceeds.  Use the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal, accrued interest, and accrued fees and expenses owing under or in connection with the Existing Credit Facilities, (ii) to pay transactional fees, costs, and expenses incurred in connection with this Agreement and the Transactions, the other Loan Documents, and the transactions contemplated hereby and thereby, and (iii) to consummate the Transactions, and (b) thereafter, consistent with the terms and conditions hereof (including to consummate the Transactions not occurring on the Closing Date), for their lawful and permitted purposes (including that no part of the proceeds of the loans made to Borrowers will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or

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carrying any such margin stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors of the United States Federal Reserve).

6.14        Limitation on Issuance of Stock.  Issue or sell or enter into any agreement or arrangement for the issuance and sale of any of its Stock, except that (a) Parent may issue or sell its common stock or Permitted Preferred Stock and (b) any Subsidiary of Parent may issue common Stock or Preferred Stock so long as such common Stock or Preferred Stock is issued to, and remains held by, a Loan Party.

6.15        [Reserved].

6.16        [Reserved].

6.17        Inventory and Equipment with Bailees.  Store the Inventory or Equipment (other than Vehicles or Equipment out for repair, and any parts to be used for such repairs of Parent or its Subsidiaries) at any time now or hereafter with a bailee, warehouseman, or similar party, unless, if the net book value of such Collateral located at such third party location exceeds $500,000, the third party has been notified of Agent’s security interest and (a) the Loan Parties have used commercially reasonable efforts to provide Agent with an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Agent’s benefit or (b) Agent is in possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment.

6.18        ERISA.  Except for (x) the matters described on Schedule 4.31 and (y) any other conditions, events or transactions that collectively could not reasonably be expected to result in a liability to any Loan Party of any ERISA Affiliate in excess of $3,000,000 in the aggregate for the term of this Agreement: (a) allow or cause or permit any ERISA Affiliate to allow any condition to exist in connection with any Pension Plan subject to Title IV of ERISA which could reasonably be expected to constitute grounds for the PBGC to institute proceedings to have such Pension Plan terminated or a trustee appointed to administer such Pension Plan; and (b) neither Parent nor any Subsidiary shall engage in, or permit to exist or occur, or permit any ERISA Affiliate to engage in, or permit to exist or occur, any other condition, event or transaction with respect to any Pension Plan which could result in a Loan Party or any ERISA Affiliate incurring any liability, fine or penalty.

7.             FINANCIAL COVENANTS.

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, Parent will comply with each of the following financial covenants:

(a)           Fixed Charge Coverage Ratio.  Have a Fixed Charge Coverage Ratio measured on a month end basis, of at least 1.10:1.00 for the 12 month period ending on the first full month ended immediately prior to the date on which any Financial Covenant Period commences and for the 12 month period ending on the last day of each month thereafter during a Financial Covenant Period.

(b)           [Reserved].

8.             EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement:

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8.1          Payments.  If Borrowers fail to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period of 3 Business Days, (b) all or any portion of the principal of the Obligations, or (c) any amount payable to the Issuing Lender in reimbursement of any drawing under a Letter of Credit;

8.2          Covenants.  If any Loan Party or any of its Subsidiaries:

(a)           fails to perform or observe any covenant or other agreement contained in any of (i) Sections 3.6, 5.1, 5.2, 5.3 (solely if any Borrower is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely if any Borrower refuses to allow Agent or its representatives or agents to visit such Borrower’s properties, inspect its assets or books or records, examine and make copies of its books and records, or discuss such Borrower’s affairs, finances, and accounts with officers and employees of such Borrower), 5.10, 5.11, 5.13, 5.14, or 5.15 of this Agreement, (ii) Sections 6.1 through 6.16 of this Agreement, (iii) Section 7 of this Agreement, or (iv) Section 6 of the Security Agreement;

(b)           fails to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if any Borrower is not in good standing in its jurisdiction of organization), 5.4, 5.5, 5.8, and 5.12 of this Agreement and such failure continues for a period of 10 days after the earlier of (i) the date on which such failure shall first become known to any senior officer of any Borrower or (ii) the date on which written notice thereof is given to Administrative Borrower by Agent; or

(c)           fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each case, other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which event such other provision of this Section 8 shall govern), and such failure continues for a period of 30 days after the earlier of (i) the date on which such failure shall first become known to any senior officer of any Borrower or (ii) the date on which written notice thereof is given to Administrative Borrower by Agent;

8.3          Judgments.  If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $5,000,000, or more (except to the extent covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage) is entered or filed against Parent or any of its Subsidiaries, or with respect to any of their respective assets, and either (a) there is a period of 30 consecutive days at any time after the entry of any such judgment, order, or award during which (1) the same is not discharged, satisfied, vacated, or bonded pending appeal, or (2) a stay of enforcement thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award;

8.4          Voluntary Bankruptcy, etc.  If an Insolvency Proceeding is commenced by Parent or any of its Subsidiaries;

8.5          Involuntary Bankruptcy, etc.  If an Insolvency Proceeding is commenced against Parent or any of its Subsidiaries and any of the following events occur: (a) Parent or such Subsidiary consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is

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appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, Parent or its Subsidiary, or (e) an order for relief shall have been issued or entered therein;

8.6          Restraint of Business.  If Parent or any of its Subsidiaries is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of the business affairs of the Loan Parties, taken as a whole;

8.7          Default Under Other Agreements.  If there is (a) an Event of Default as defined in the Notes Documents; (b) a default in one or more agreements to which a Loan Party or any of its Subsidiaries is a party with one or more third Persons relative to a Loan Party’s or any of its Subsidiaries’ Indebtedness involving an aggregate amount of $5,000,000 or more, and such default (after giving effect to any grace period therefor) (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s or its Subsidiary’s obligations thereunder, or (c) an event of default (after giving effect to any grace period therefor) in or an involuntary early termination of one or more Hedge Agreements to which a Loan Party or any of its Subsidiaries is a party;

8.8          Representations, etc..  If any warranty, representation, certificate, statement, or Record made herein or in any other Loan Document or delivered in writing to Agent or any Lender in connection with this Agreement or any other Loan Document (other than projections and other forward-looking information, forward-looking pro formas, and general industry and economic information) proves to be untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date of issuance or making or deemed making thereof;

8.9          Guaranty.  If the obligation of any Guarantor under the Guaranty is limited or terminated by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement);

8.10        Security Documents.  If the Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent of Permitted Liens which are permitted to be prior pursuant to the terms of any applicable Loan Document, first priority Lien on the Collateral covered thereby, except (a) as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement, (b) with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $250,000, or (c) as the result of an action or failure to act on the part of Agent; or

8.11        Loan Documents.  The validity or enforceability of any Loan Document shall at any time for any reason  (other than solely as the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by a Loan Party or its Subsidiaries, or by any Governmental Authority having jurisdiction over a Loan Party or its Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or a Loan Party or its Subsidiaries shall deny that such Loan Party or its Subsidiaries has any liability or obligation purported to be created under any Loan Document.

8.12        ERISA.  Excluding the matters disclosed on Schedule 4.31, (a) the institution by the PBGC, a Loan Party, or any ERISA Affiliate of steps to terminate a Plan or to organize, withdraw from or terminate from a Multiemployer Plan or (b) a contribution failure occurs with respect to any Plan

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sufficient to give rise to a lien under Section 303(k) of ERISA; or (c) the assets of a Loan Party or any ERISA Affiliate are encumbered as a result of security provided to a Plan pursuant to Section 412 of the IRC or Section 306 of ERISA in connection with a request for a minimum funding waiver or extension of the amortization period, or pursuant to Section 401(a)(29) of the IRC or Section 307 of ERISA as a result of a Pension Plan amendment; or (d) a Loan Party or an ERISA Affiliate fails to pay a PBGC premium with respect to a Pension Plan subject to Title IV of ERISA when due and it remains unpaid for more than 30 days thereafter; or (e) the occurrence of a Prohibited Transaction or Reportable Event with respect to a Plan; or (f) a Loan Party or any of its ERISA Affiliates creates or permits the creation of any accumulated funding deficiency, whether or not waived; provided, however, that the events listed in clauses (a) through (f) shall not constitute an Event of Default unless, individually or in the aggregate, the occurrence thereof could reasonably be expected to result in a Material Adverse Change.

9.             RIGHTS AND REMEDIES.

9.1          Rights and Remedies.  Upon the occurrence and during the continuation of an Event of Default, Agent may, and, at the instruction of the Required Lenders, shall (in each case under clauses (a) or (b) by written notice to Administrative Borrower), in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following:

(a)           (i) declare the principal of, and any and all accrued and unpaid interest and fees in respect of the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are hereby expressly waived by each Borrower, and (ii) direct Borrowers to provide (and Borrowers agree that upon receipt of such notice Borrowers will provide) Letter of Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations for drawings that may subsequently occur under issued and outstanding Letters of Credit;

(b)           declare the Commitments terminated, whereupon the Commitments shall immediately be terminated together with (i) any obligation of any Lender hereunder to make Advances, (ii) the obligation of the Swing Lender to make Swing Loans, and (iii) the obligation of the Issuing Lender to issue Letters of Credit; and

(c)           exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents or applicable law.

The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies set forth above, without any notice to any Borrower or any other Person or any act by the Lender Group, the Commitments shall automatically terminate and the Obligations (other than the Bank Product Obligations), inclusive of the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents, shall automatically become and be immediately due and payable and Borrowers shall automatically be obligated to repay all of such Obligations in full (including Borrowers being obligated to provide (and Borrowers agree that they will provide) (1) Letter of Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations in respect of drawings that may subsequently occur under issued and outstanding Letters of Credit and (2) Bank Product Collateralization to be held as

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security for Borrowers’ or their Subsidiaries’ obligations in respect of outstanding Bank Products), without presentment, demand, protest, or notice of any kind, all of which are expressly waived by each Borrower.

9.2          Remedies Cumulative.  The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative.  The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity.  No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver.  No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.

10.          WAIVERS; INDEMNIFICATION.

10.1        Demand; Protest; etc.  Each Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by the Lender Group on which such Borrower may in any way be liable.

10.2        The Lender Group’s Liability for Collateral.  Each Borrower hereby agrees that:  (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for:  (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrowers.

10.3        Indemnification.  Borrowers shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all documented and reasonable fees and out-of-pocket disbursements of attorneys of outside counsel, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution and delivery (provided that Borrowers shall not be liable for costs and expenses (including attorneys fees) of any Lender (other than WFCF so long as it remains Agent) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents), enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Parent’s and their Subsidiaries’ compliance with the terms of the Loan Documents (provided, however, that the indemnification in this clause (a) shall not extend to (i) disputes solely between or among the Lenders that do not involve any acts or omissions of any Loan Party, or (ii) disputes solely between or among the Lenders and their respective Affiliates that do not involve any acts or omissions of any Loan Party; it being understood and agreed that the indemnification in this clause (a) shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or (iii) any Taxes or any costs attributable to Taxes, which shall be governed by Section 16), (b) with respect to any actual or prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Loans or issuance of any Letters of Credit hereunder, or the use of the proceeds of the Loans or the Letters of Credit provided hereunder (irrespective of whether any Indemnified Person is a

52

party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any Properties or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such Properties (each and all of the foregoing, the “Indemnified Liabilities”).  The foregoing to the contrary notwithstanding, no Borrower shall have any obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents.  This provision shall survive the termination of this Agreement and the repayment in full of the Obligations.  If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which any Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto.  WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

11.          NOTICES.

Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as a party may designate in accordance herewith), or telefacsimile.  In the case of notices or demands to Borrowers or Agent, as the case may be, they shall be sent to the respective address set forth below:

If to Borrowers:	JACK COOPER HOLDINGS CORP.
	1100 Walnut Street, Suite 2400
	Kansas City, MO 64106
	Attn: Chief Executive Officer
	Fax No. 816.983.5000
with copies to:	JACK COOPER HOLDINGS CORP.
	630 Kennesaw Due West Road
	Kennesaw, GA 60152
	Attn: Legal Department
	Email: tciupitu@jackcooper.com
If to Agent:	WELLS FARGO CAPITAL FINANCE, LLC
	150 S. Wacker Drive, Suite 2200
	Chicago, IL 60606
	Attn: Scott Collins, Vice President
	Fax No.: 312.332.0424
with copies to:	BUCHALTER NEMER
	1000 Wilshire Boulevard, 15th Floor
	Los Angeles, California 90017
	Attn: Robert J. Davidson, Esq.

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Fax No.: 213.630.5692

Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party.  All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail; provided, that (a) notices sent by overnight courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment).

If any notice, disclosure or report is required to be delivered pursuant to the terms of this Agreement or any other Loan Document on a day that is not a Business Day, such notice, disclosure or report shall be deemed to have been required to be delivered on the immediately following Business Day.

12.          CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE.

(a)           THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

(b)           THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b).

(c)           TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE  OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE

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TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”).  EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(d)           EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES AND THE STATE OF CALIFORNIA, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT.  EACH OF THE PARTIES HERETO 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.  NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(e)           NO CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST THE AGENT, THE SWING LENDER, ANY OTHER LENDER, ISSUING LENDER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

(f)            IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET FORTH IN CLAUSE (C) ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE PARTIES HERETO AGREE AS FOLLOWS:

(i)            WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN SUBCLAUSE (ii) BELOW, ANY CLAIM SHALL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1.  THE PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE.  VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF LOS ANGELES, CALIFORNIA.

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(ii)           THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY, (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C) APPOINTMENT OF A RECEIVER, AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS, OR PRELIMINARY INJUNCTIONS).  THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY PARTY TO PARTICIPATE IN A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT WITH RESPECT TO ANY OTHER MATTER.

(iii)          UPON THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE.  IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN 10 DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B).  THE REFEREE SHALL BE APPOINTED TO SIT WITH ALL OF THE POWERS PROVIDED BY LAW.  PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY OR PROVISIONAL REMEDIES.

(iv)          EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT TO THE COURSE OF THE REFERENCE PROCEEDING.  ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A COURT REPORTER SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT.  THE PARTY MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE’S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.

(v)           THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES.  THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA.

(vi)          THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW.  THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE

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AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT.  THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW.  THE REFEREE SHALL ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE’S DECISION SHALL BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT.  THE FINAL JUDGMENT OR ORDER FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT.

(vii)         THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A JURY.  AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

13.          ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

13.1        Assignments and Participations.

(a)           With the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) that are Eligible Transferees all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrowers and 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, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

(b)           From and after the date that Agent notifies the assigning Lender (with a copy to Borrowers) that it has received an executed Assignment and Acceptance and, if applicable, payment of the required 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 be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other

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Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 15 and Section 17.9(a).

(c)           By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows:  (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d)           Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section 13.1(b), 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 Commitments of the assigning Lender pro tanto.

(e)           (i) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and 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) Borrowers, Agent, and the Lenders 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, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right 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 to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date

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of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party or an Affiliate of a Loan Party, and (vii) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement.  The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections of Parent or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations.  No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves.

(ii)           Each Participant shall be entitled to additional payments from the Borrowers pursuant to Section 16.1 as if such Participant were a Lender (and subject to the requirements and limitations imposed on such Lender with respect to such additional payments) if such Participant is treated as the beneficial owner for U.S. income Tax purposes (or other applicable Tax purposes) of the portion of the Loan with respect to which a participation is made.  Each Originating Lender shall be entitled to continue receiving additional payments from the Borrowers pursuant to Section 16.1 with respect to any Loan notwithstanding the fact that such Originating Lender has assigned a participation in such Loan to a Participant if such Originating Lender is treated as the beneficial owner for U.S. income Tax purposes (and other applicable Tax purposes) of the portion of the Loan with respect to which a participation is made.

(iii)          Each Originating Lender shall maintain, as a non-fiduciary agent of the Borrowers, a register (the “Participant Register”) as to the participations granted and transferred under Section 13.1(e)(i) containing the same information specified in Section 2.3(f) on the Register as if the each Participant were a Lender.  Notwithstanding anything in the Agreement to the contrary, any participation made pursuant to Section 13.1(e)(i) shall be effective only upon appropriate entries with respect thereto being made in the Participant Register.  This Section 13.1(e)(iii) shall be construed so that the Loans are at all times maintained in “registered form” within the meanings of Sections 163(f), 871(h)(2) and 881(c)(2) of the IRC and any related regulations (and any successor provisions).

(f)            In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to Parent and its Subsidiaries and their respective businesses.

(g)           Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve

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Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

(h)           Any other provision in this Agreement notwithstanding, unless an Event of Default has occurred or is continuing, without the written consent of the Parent in its sole discretion, neither Allied System Holdings, Inc., The ComVest Group, ComVest Investment Partners III, LP, Spectrum, Black Diamond, Yucaipa nor any of their Affiliates shall be permitted to become an Assignee or a Participant hereunder.

13.2        Successors.  This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties; provided, however, that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio.  No consent to assignment by the Lenders shall release any Borrower from its Obligations.  A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 13.1 and, except as expressly required pursuant to Section 13.1 and subject to such assignment being recorded in the Register, no consent or approval by any Borrower is required in connection with any such assignment.

14.          AMENDMENTS; WAIVERS.

14.1        Amendments and Waivers.

(a)           Except as set forth in Section 2.14, no amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than Bank Product Agreements or the Fee Letter), and no consent with respect to any departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be effective, but 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 of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:

(i)            increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence of Section 2.4(c)(i),

(ii)           postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,

(iii)          reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in connection with the waiver of applicability of Section 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), and (z) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (iii)),

(iv)          amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,

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(v)           other than as permitted by Section 15.11, release Agent’s Lien in and to any of the Collateral,

(vi)          amend, modify, or eliminate the definition of “Required Lenders” or “Pro Rata Share”,

(vii)         except as contemplated by the Intercreditor Agreement, contractually subordinate any of Agent’s Liens,

(viii)        other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the other Loan Documents, release any Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents,

(ix)          amend, modify, or eliminate any of the provisions of Section 2.4(b)(i) or (ii),

(x)           amend, modify, or eliminate any of the provisions of Section 13.1(a) to permit a Loan Party or an Affiliate of a Loan Party to be permitted to become an Assignee, or

(xi)          amend, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Accounts and Eligible Vehicles) that are used in such definition to the extent that any such change results in more credit being made available to Borrowers based upon the Borrowing Base Amount, but not otherwise, or, except as contemplated by Section 2.14,  the definition of Maximum Revolver Amount, or change Section 2.1(c).

(b)           No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive (i) the definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrowers (and shall not require the written consent of any of the Lenders), and (ii) any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and the Required Lenders,

(c)           No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Issuing Lender, or any other rights or duties of Issuing Lender under this Agreement or the other Loan Documents, without the written consent of Issuing Lender, Agent, Borrowers, and the Required Lenders,

(d)           No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the other Loan Documents, without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders,

(e)           Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of any Borrower, shall not require consent by or the agreement of any Loan Party, and (ii) any amendment, waiver, modification,

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elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender.

14.2        Replacement of Certain Lenders.

(a)           If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under Section 16, then Borrowers or Agent, upon at least 5 Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Holdout Lender”) or any Lender that made a claim for compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Holdout Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder.  Such notice to replace the Holdout Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.

(b)           Prior to the effective date of such replacement, the Holdout Lender or Tax Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including (i) all interest, fees and other amounts that may be due in payable in respect thereof, and (ii) an assumption of its Pro Rata Share of participations in the Letters of Credit).  If the Holdout Lender or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Holdout Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Holdout Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance.  The replacement of any Holdout Lender or Tax Lender, as applicable, shall be made in accordance with the terms of Section 13.1.  Until such time as one or more Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender or Tax Lender, as applicable, hereunder and under the other Loan Documents, the Holdout Lender or Tax Lender, as applicable, shall remain obligated to make the Holdout Lender’s or Tax Lender’s, as applicable, Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of participations in such Letters of Credit.

14.3        No Waivers; Cumulative Remedies.  No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof.  No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated.  No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by each Borrower of any provision of this Agreement.  Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.

15.          AGENT; THE LENDER GROUP.

15.1        Appointment and Authorization of Agent.  Each Lender hereby designates and appoints WFCF as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall

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be deemed to designate, appoint, and authorize) Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other 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 Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto.  Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 15.  Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), 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 Agent.  Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties.  Each Lender hereby further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral.  Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents.  Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect:  (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Parent and its Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Parent and its Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Parent and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Parent or its Subsidiaries, the Obligations, the Collateral, the Collections of Parent and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

15.2        Delegation of Duties.  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.  Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

15.3        Liability of Agent.  None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders (or Bank Product Providers) for

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any recital, statement, representation or warranty made by Parent or any of its Subsidiaries or Affiliates, or any officer or director 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 Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Parent or its Subsidiaries 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 Lenders (or Bank Product Providers) 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 books and records or properties of Parent or its Subsidiaries.

15.4        Reliance by Agent.  Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct 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 Borrowers or counsel to any Lender), independent accountants and other experts selected by Agent.  Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable.  If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects, the Bank Product Providers) against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.  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 Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (and Bank Product Providers).

15.5        Notice of Default or Event of Default.  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, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or any Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.”  Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge.  If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default.  Each Lender shall be solely responsible for giving any notices to its Participants, if any.  Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent has received any such request, 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.

15.6        Credit Decision.  Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Parent and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender (or Bank Product Provider).  Each Lender represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such due diligence, documents and information as it has

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deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrowers.  Each Lender also represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon any Agent-Related Person 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 any Borrower or any other Person party to a Loan Document.  Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.  Each Lender acknowledges (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender (or Bank Product Provider) with any credit or other information with respect to any Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender became a party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement).

15.7        Costs and Expenses; Indemnification.  Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise.  Agent is authorized and directed to deduct and retain sufficient amounts from the Collections of Parent and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders (or Bank Product Providers).  In the event Agent is not reimbursed for such costs and expenses by Parent or its Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable thereof.  Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so to the extent required hereunder) from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make an Advance or other extension of credit hereunder.  Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by 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 or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf

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of Borrowers.  The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

15.8        Agent in Individual Capacity.  WFCF and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire equity interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Parent and its Subsidiaries and Affiliates and any other Person party to any Loan Document as though WFCF were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group.  The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, WFCF or its Affiliates may receive information regarding Parent or Subsidiaries or Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Parent or such other Person and that prohibit the disclosure of such information to the Lenders (or Bank Product Providers), and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them.  The terms “Lender” and “Lenders” include WFCF in its individual capacity.

15.9        Successor Agent.  Agent may resign as Agent upon 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Administrative Borrower (unless such notice is waived by Borrowers) and without any notice to the Bank Product Providers.  If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Administrative Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and the Bank Product Providers).  If, at the time that Agent’s resignation is effective, it is acting as the Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as the Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swing Loans.  If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and with (so long as no Event of Default has occurred and is continuing) the consent of Administrative Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), a successor Agent.  If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned).  In any such event, 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 Section 15 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 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

15.10      Lender in Individual Capacity.  Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire

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equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Parent and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group (or the Bank Product Providers).  The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Parent or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Parent or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them.

15.11      Collateral Matters.

(a)           The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the sale or disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Borrower or its Subsidiaries owned any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to a Borrower or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, or (v) in connection with a credit bid or purchase authorized under this Section 15.11.  The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to (a) consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy.  In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including

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debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration.  Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers).  Upon request by Agent or Borrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided, however, that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of Borrowers in respect of) any and all interests retained by any Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.  Each Lender further hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness or the Notes Obligations.  In connection with any termination or release that is authorized pursuant to this Section 15.11, Agent shall promptly (i) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release and (ii) deliver to the Loan Parties any portion of such Collateral so released that is in the possession of Agent.

(b)           Agent shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to verify or assure that the Collateral exists or is owned by Parent or its Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise expressly provided herein.

(c)           This Section 15.11 shall be subject in all respects to the provisions of the Intercreditor Agreement.

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15.12      Restrictions on Actions by Lenders; Sharing of Payments.

(a)           Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Parent or its Subsidiaries or any deposit accounts of Parent or its Subsidiaries now or hereafter maintained with such Lender.  Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

(b)           If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent (other than with respect to amendment, waiver or consent fees or fees in connection with Section 2.14) in excess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

15.13      Agency for Perfection.  Agent hereby appoints each other Lender (and each Bank Product Provider) as its agent (and each Lender hereby accepts (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to accept) such appointment) for the purpose of perfecting Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected by possession or control.  Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent’s instructions.

15.14      Payments by Agent to the Lenders.  All payments to be made by Agent to the Lenders (or Bank Product Providers) shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent.  Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of the Obligations.

15.15      Concerning the Collateral and Related Loan Documents.  Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents.  Each member of the Lender Group agrees (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to agree) that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders (and such Bank Product Provider).

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15.16      Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information.  By becoming a party to this Agreement, each Lender:

(a)           is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report respecting Parent or its Subsidiaries (each, a “Report”) prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,

(b)           expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report,

(c)           expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any audit or examination will inspect only specific information regarding Parent and its Subsidiaries and will rely significantly upon Parent’s and its Subsidiaries’ books and records, as well as on representations of each Borrower’s personnel,

(d)           agrees to keep all Reports and other material, non-public information regarding Parent and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9, and

(e)           without limiting the generality of any other indemnification provision contained in this Agreement, agrees:  (i) to hold Agent and any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrowers, and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

In addition to the foregoing:  (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by Parent or any Subsidiary of Parent to Agent that has not been contemporaneously provided by Parent or its Subsidiaries to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Parent or its Subsidiaries, any Lender may, from time to time, reasonably request Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent promptly shall request of such Borrower the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from Parent or its Subsidiaries, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to any Borrower a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.

15.17      Several Obligations; No Liability.  Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders

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on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments.  Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender.  Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender.  Except as provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group.  No Lender shall be responsible to any Borrower or any other Person for any failure by any other Lender (or Bank Product Provider) to fulfill its obligations to make credit available hereunder, nor to advance for such Lender (or Bank Product Provider) or on its behalf, nor to take any other action on behalf of such Lender (or Bank Product Provider) hereunder or in connection with the financing contemplated herein.

16.          WITHHOLDING TAXES.

16.1        All payments made by any Borrower hereunder or under any other Loan Document will be made without setoff, counterclaim, or other defense.  In addition, except as otherwise provided in this Section 16.1, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, (a) if such Taxes are Indemnified Taxes, the sum payable to Lenders shall be increased as may be necessary so that after making all required deductions or withholding for Indemnified Taxes, Lenders receive an amount equal to the sum they would have received had no such deductions or withholding been made, provided that Borrowers shall not be required to increase any such amounts payable to Lenders if the increase in such amount payable results from Agent’s or such Lender’s own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction); (b) if such Taxes are Excluded Taxes, the sum payable to Lenders shall not be increased, (c) Borrowers shall make such deductions or withholding and the amount deducted or withheld shall be treated as paid to the relevant Lender for all purposes under this Agreement and the other Loan Documents, and (d) Borrowers will furnish to Agent as promptly as possible after the date the payment of any such Indemnified Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrowers.  Borrowers agree to pay any present or future stamp, value added or documentary Taxes or any other excise or property Taxes that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document.  For the purposes of this Section 16, the term “Lender  shall include a Participant.

16.2        Exemptions.

(a)           If a Lender is entitled to claim an exemption or reduction from United States withholding Tax, such Lender agrees with and in favor of Agent, to deliver to Agent and the Borrowers one of the following before receiving its first payment under this Agreement:

(i)            if such Lender is entitled to claim an exemption from United States withholding Tax pursuant to the portfolio interest exception, (A) a statement of the Lender, signed under penalty of perjury, that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of any Borrower (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to any Borrower within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN or Form W-8IMY (with proper attachments);

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(ii)           if such Lender or Participant is entitled to claim an exemption from, or a reduction of, withholding Tax under a United States Tax treaty, a properly completed and executed copy of IRS Form W-8BEN;

(iii)          if such Lender or Participant is entitled  to claim that interest paid under this Agreement is exempt from United States withholding Tax because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS Form W-8ECI;

(iv)          if such Lender is entitled to claim that interest paid under this Agreement is exempt from United States withholding Tax because such Lender serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper attachments); or

(v)           a properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding Tax.

(b)           Each Lender shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and shall promptly notify Agent and the Borrowers of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(c)           If a Lender claims an exemption from withholding Tax in a jurisdiction other than the United States, such Lender agrees with and in favor of Agent, to deliver to Agent any such form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding Tax before receiving its first payment under this Agreement, but only if such Lender is legally able to deliver such forms, provided, however, that nothing in this Section 16.2(c) shall require a Lender to disclose any information that it deems to be confidential (including without limitation, its Tax returns).  Each Lender shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent and the Borrowers of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(d)           If a Lender claims exemption from, or reduction of, withholding Tax and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender, such Lender agrees to notify Agent and Borrowers of  the percentage amount in which it is no longer the beneficial owner of Obligations of Borrowers to such Lender.  To the extent of such percentage amount, Agent will treat such Lender’s documentation provided pursuant to Section 16.2(a) or 16.2(c) as no longer valid.  With respect to such percentage amount, such Participant or Assignee shall provide documentation, pursuant to Section 16.2(a) or 16.2(c), if applicable.  Each Borrower agrees that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation in any portion of the Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Section 16 with respect thereto.

16.3        Reductions.

(a)           If a Lender or a Participant is subject to an applicable withholding Tax, Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any payment to such Lender or such Participant an amount equivalent to the applicable withholding Tax.  If the forms or other documentation required by Section 16.2(a) or 16.2(c) are not delivered to Agent (or, in the case

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of a Participant, to the Lender granting the participation), then Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any payment to such Lender or such Participant not providing such forms or other documentation an amount equivalent to the applicable withholding Tax.

(b)           If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case of a Participant, to the Lender granting the participation) did not properly withhold Tax from amounts paid to or for the account of any Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to notify the Lender granting the participation) 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 and hold Agent harmless (or, in the case of a Participant, such Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly, by Agent (or, in the case of a Participant, to the Lender granting the participation), as Tax or otherwise, including penalties and interest, and including any Taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of a Participant, to the Lender granting the participation only) under this Section 16, together with all costs and expenses (including attorneys fees and expenses).  The obligation of the Lenders and the Participants under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent.

16.4        Refunds.  If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrowers (but only to the extent of payments made, or additional amounts paid, by Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that Borrowers, upon the request of Agent or such Lender, agree to repay the amount paid over to Borrowers (plus any penalties, interest or other charges, imposed by the relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority.  Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its Tax returns (or any other information which it deems confidential) to any Borrower or any other Person.

16.5        Excluded Taxes.  For the avoidance of doubt, no Borrower shall be required to pay any additional amount under this Agreement or under any other Loan Document with respect to Taxes if such Taxes are Excluded Taxes.

17.          GENERAL PROVISIONS.

17.1        Effectiveness.  This Agreement shall be binding and deemed effective when executed by each Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.

17.2        Section Headings.  Headings and numbers have been set forth herein for convenience only.  Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

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17.3        Interpretation.  Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or any Borrower, whether under any rule of construction or otherwise.  On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

17.4        Severability of Provisions.  Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

17.5        Bank Product Providers.  Each Bank Product Provider shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting; provided that no provision of any Loan Document shall be construed to give any Bank Product Provider a right to consent to any amendment, modification or waiver or action contemplated by any Loan Document.  Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to have appointed Agent as its agent and to have accepted the benefits of the Loan Documents; it being understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that Agent shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Bank Product Obligations and that if reserves are established there is no obligation on the part of Agent to determine or insure whether the amount of any such reserve is appropriate or not.  In connection with any such distribution of payments or proceeds of Collateral, Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time prior to the making of such distribution.  Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the relevant Bank Product Provider.  In the absence of an updated certification, Agent shall be entitled to assume that the amount due and payable to the relevant Bank Product Provider is the amount last certified to Agent by such Bank Product Provider as being due and payable (less any distributions made to such Bank Product Provider on account thereof).  Any Borrower may obtain Bank Products from any Bank Product Provider, although no Borrower is required to do so.  Each Borrower acknowledges and agrees that no Bank Product Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider.  Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantors.

17.6        Debtor-Creditor Relationship.  The relationship between the Lenders and Agent, on the one hand, and the Loan Parties, on the other hand, is solely that of creditor and debtor.  No member of the

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Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to any Loan Party arising out of or in connection with the Loan Documents or the transactions contemplated thereby, and there is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and the Loan Parties, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.

17.7        Counterparts; Electronic Execution.  This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.  Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.  The foregoing shall apply to each other Loan Document mutatis mutandis.

17.8        Revival and Reinstatement of Obligations.  If any member of the Lender Group or any Bank Product Provider repays, refunds, restores, or returns in whole or in part, any payment or property (including any proceeds of Collateral) previously paid or transferred to such member of the Lender Group or such Bank Product Provider in full or partial satisfaction of any Obligation or on account of any other obligation of any Loan Party under any Loan Document or any Bank Product Agreement, because the payment, transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise recoverable under any law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent transfers, preferences, or other voidable or recoverable obligations or transfers (each, a “Voidable Transfer”), or because such member of the Lender Group or Bank Product Provider elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that such member of the Lender Group or Bank Product Provider elects to repay, restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable costs, expenses, and attorneys fees of such member of the Lender Group or Bank Product Provider related thereto, (i) the liability of the Loan Parties with respect to the amount or property paid, refunded, restored, or returned will automatically and immediately be revived, reinstated, and restored and will exist and (ii) Agent’s Liens securing such liability shall be effective, revived, and remain in full force and effect, in each case, as fully as if such Voidable Transfer had never been made.  If, prior to any of the foregoing, (A) Agent’s Liens shall have been released or terminated or (B) any provision of this Agreement shall have been terminated or cancelled, Agent’s Liens, or such provision of this Agreement, shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligation of any Loan Party in respect of such liability or any Collateral securing such liability.

17.9        Confidentiality.

(a)           Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Parent and its Subsidiaries, their operations, assets, and existing and contemplated business plans (“Confidential Information”) shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except:  (i) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any

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member of the Lender Group (the Persons in this clause (i), “Lender Group Representatives”) on a “need to know” basis in connection with this Agreement and the transactions contemplated hereby and on a confidential basis, (ii) to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers), provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 17.9, (iii) as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, (iv) as may be required by statute, decision, or judicial or administrative order, rule, or regulation; provided that (x) prior to any disclosure under this clause (iv), the disclosing party agrees to provide Administrative Borrower with prior notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior notice to Borrowers pursuant to the terms of the applicable statute, decision, or judicial or administrative order, rule, or regulation and (y) any disclosure under this clause (iv) shall be limited to the portion of the Confidential Information as may be required by such statute, decision, or judicial or administrative order, rule, or regulation, (v) as may be agreed to in advance in writing by Borrowers, (vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, provided, that, (x) prior to any disclosure under this clause (vi) the disclosing party agrees to provide Borrowers with prior written notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior written notice to Borrowers pursuant to the terms of the subpoena or other legal process and (y) any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information as may be required by such Governmental Authority pursuant to such subpoena or other legal process, (vii) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders or the Lender Group Representatives), (viii) in connection with any assignment, participation  or pledge of any Lender’s interest under this Agreement, provided that prior to receipt of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to receive such Confidential Information either subject to the terms of this Section 17.9 or pursuant to confidentiality requirements substantially similar to those contained in this Section 17.9 (and such Person may disclose such Confidential Information to Persons employed or engaged by them as described in clause (i) above), (ix) in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents; provided, that, prior to any disclosure to any Person (other than any Loan Party, Agent, any Lender, any of their respective Affiliates, or their respective counsel) under this clause (ix) with respect to litigation involving any Person (other than any Borrower, Agent, any Lender, any of their respective Affiliates, or their respective counsel), the disclosing party agrees to provide Borrowers with prior written notice thereof, and (x) in connection with, and to the extent reasonably necessary for, the exercise of any secured creditor remedy under this Agreement or under any other Loan Document.

(b)           Anything in this Agreement to the contrary notwithstanding, Agent may disclose information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials with such information to consist of deal terms and other information customarily found in such publications or marketing or promotional materials and may otherwise use the name, logos, and other insignia of Borrowers and Loan Parties and the Total Commitments provided hereunder in any “tombstone” or other advertisements, on its website or in other marketing materials of the Agent.

17.10      Lender Group Expenses.  Borrowers agree to pay any and all Lender Group Expenses on the earlier of (a) the first day of each month or (b) the date on which demand therefor is made by Agent and agrees that its obligations contained in this Section 17.10 shall survive payment or satisfaction in full of all other Obligations.

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17.11      Survival.  All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, the Issuing Lender, or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

17.12      Patriot Act.  Each Lender that is subject to the requirements of the Patriot Act hereby notifies Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender to identify each Borrower in accordance with the Patriot Act.  In addition, if Agent is required by law or regulation or internal policies to do so, it shall have the right to periodically conduct (a) Patriot Act searches, OFAC/PEP searches, and customary individual background checks for the Loan Parties and (b) OFAC/PEP searches and customary individual  background checks for the Loan Parties’ senior management and key principals, and each Borrower agrees to cooperate in respect of the conduct of such searches and further agrees that the reasonable costs and charges for such searches shall constitute Lender Group Expenses hereunder and be for the account of Borrowers.

17.13      Integration.  This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.  The foregoing to the contrary notwithstanding, all Bank Product Agreements, if any, are independent agreements governed by the written provisions of such Bank Product Agreements, which will remain in full force and effect, unaffected by any repayment, prepayments, acceleration, reduction, increase, or change in the terms of any credit extended hereunder, except as otherwise expressly provided in such Bank Product Agreement.

17.14      Jack Cooper Transport as Agent for Borrowers.  Each Borrower hereby irrevocably appoints Jack Cooper Transport as the borrowing agent and attorney-in-fact for all Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower.  Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (a) to provide Agent with all notices with respect to Advances and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by Administrative Borrower shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to the Administrative Borrower in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Advances and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement.  It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical

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manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof.  Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group.  To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loan Account and Collateral of Borrowers as herein provided, or (ii) the Lender Group’s relying on any instructions of the Administrative Borrower, except that Borrowers will have no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 17.14 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.

17.15      No Novation.  Borrowers, Agent and the Lenders hereby agree that, effective upon the execution and delivery of this Agreement by each such party and the fulfillment, to the satisfaction of Agent and each Lender of each of the conditions precedent set forth on Schedule 3.1, the terms and provisions of the Original Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement and the Security Agreement.  Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrowers outstanding under the Original Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith.  Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower, or any Guarantor from any of its obligations or liabilities under the Original Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith.  Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Credit Agreement”, “the Loan Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Original Credit Agreement shall mean the Original Credit Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Original Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Agent, for the benefit of the Lenders, or to grant to the Agent, for the benefit of the Lenders a security interest in or lien on, any collateral as security for the Obligations of any Borrower from time to time existing in respect of the Original Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

17.16      Intercreditor Agreement.  Agent and each Lender hereunder, by its acceptance of the benefits provided hereunder, (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Agent to enter into the Intercreditor Agreement on behalf of each Lender.  Agent and each Lender hereby agree that the terms, conditions and provisions contained in this Agreement are subject to the Intercreditor Agreement and, in the event of a conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

[Signature pages to follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

JACK COOPER HOLDINGS CORP.,
a Delaware corporation
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chairman, President and Treasurer
AUTO HANDLING CORPORATION,
a Delaware corporation
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chairman, Treasurer and Assistant Secretary
JACK COOPER LOGISTICS, LLC,
a Delaware limited liability company
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chairman, Treasurer and Assistant Secretary
JACK COOPER TRANSPORT COMPANY, INC.,
a Delaware corporation
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chairman, Treasurer and Assistant Secretary
PACIFIC MOTOR TRUCKING COMPANY,
a Missouri corporation
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chairman, Treasurer and Assistant Secretary

[Signatures continue next page]

Amended and Restated Credit Agreement

WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as Agent and as a Lender
By:	/s/ Brandi Whittington
Title:	Brandi Whittington
Name:	Assistant Vice President

Amended and Restated Credit Agreement

Schedule 1.1

As used in the Agreement, the following terms shall have the following definitions:

“Account” means an account (as that term is defined in the Code).

“Account Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible.

“Accounting Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions).

“Acquired Indebtedness” means Indebtedness of a Person whose assets or Stock is acquired by Parent or its Subsidiaries in a Permitted Acquisition; provided, however, that such Indebtedness (a) is either unsecured or, if secured, is Purchase Money Indebtedness or a Capital Lease with respect to Equipment or mortgage financing with respect to Real Property, (b) was in existence prior to the date of such Permitted Acquisition, and (c) was not incurred in connection with, or in contemplation of, such Permitted Acquisition.

“Acquisition” means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.

“Additional Basket Conditions” means, both before and immediately after giving effect to such Restricted Junior Payment, Investment or payment, (i) no Event of Default has occurred and is continuing, (ii) Availability shall be no less than 10% of the Maximum Revolver Amount and (iii) the Fixed Charge Coverage Ratio, on a pro forma basis, for the month most recently ended shall be at least 1.10:1.00; provided, Parent must provide Agent evidence of the foregoing Fixed Charge Coverage Ratio compliance in accordance with Schedule 5.1 before making any such Restricted Junior Payment, Investment or payment.

“Additional Documents” has the meaning specified therefor in Section 5.12 of the Agreement.

“Additional Notes” means additional notes up an aggregate principal amount of $30,000,000 (so long as no Event of Default has occurred and is continuing or would result from any issuance) and issued pursuant to the terms set forth in the Notes Indenture as of the Closing Date.

“Administrative Borrower” has the meaning specified therefor in Section 17.14 of the Agreement.

“Advances” has the meaning specified therefor in Section 2.1(a) of the Agreement.

“Affected Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement.

“Affiliate” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person.  For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Stock, by contract, or otherwise;

provided, however, that, for purposes of the definition of Eligible Accounts and Section 6.12 of the Agreement: (a) any Person which owns directly or indirectly 10% or more of the Stock having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person.

“Agent” has the meaning specified therefor in the preamble to the Agreement.

“Agent-Related Persons” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.

“Agent’s Account” means the Deposit Account of Agent identified on Schedule A-1 to this Agreement (or such other Deposit Account of Agent that has been designated as such, in writing, by Agent to Borrowers and the Lenders).

“Agent’s Liens” mean the Liens granted by Parent or its Subsidiaries to Agent under the Loan Documents and securing the Obligations.

“Agreement” means the Credit Agreement to which this Schedule 1.1 is attached.

“Applicable Margin” means, as of any date of determination and with respect to Base Rate Loans or LIBOR Rate Loans, as applicable, the applicable margin set forth in the following table that corresponds to the Average Excess Availability of Borrowers for the most recently completed month; provided, that for the period from the Closing Date through and including the last day of the first full calendar month after the Closing Date, the Applicable Margin shall be set at the margin in the row styled “Level II”; provided further, that any time an Event of Default has occurred and is continuing, the Applicable Margin shall be set at the margin in the row styled “Level III”:

Level	Average Excess Availability	Applicable Margin Relative to Base Rate Loans (the “Base Rate Margin”)	Applicable Margin Relative to LIBOR Rate Loans (the “LIBOR Rate Margin”)
I	> $50,000,000	1.25 percentage points	2.25 percentage points
II	< $50,000,000 and > $25,000,000	1.50 percentage points	2.50 percentage points
III	< $25,000,000	1.75 percentage points	2.75 percentage points

The Applicable Margin shall be re-determined as of the first day of each calendar month of Borrowers.

“Applicable Unused Line Fee Percentage” means, as of any date of determination, the applicable percentage set forth in the following table that corresponds to the Average Revolver Usage of Borrowers for the most recently completed month as determined by Agent in its Permitted Discretion; provided, that for the period from the Closing Date through and including the last day of the first full calendar month after the Closing Date, the Applicable Unused Line Fee Percentage shall be set at the rate in the row styled “Level II”; provided further, that any time an Event of Default has occurred and is continuing, the Applicable Unused Line Fee Percentage shall be set at the margin in the row styled “Level II”:

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Level	Average Revolver Usage	Applicable Unused Line Fee Percentage
I	> $37,500,000	0.250 percentage points
II	< $37,500,000	0.375 percentage points

The Applicable Unused Line Fee Percentage shall be re-determined on the first date of each month by Agent.

“Application Event” means (a) the occurrence of a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) the occurrence and continuance of an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(ii) of the Agreement.

“Assignee” has the meaning specified therefor in Section 13.1(a) of the Agreement.

“Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to the Agreement.

“Authorized Person” means any one of the individuals identified on Schedule A-2 to the Agreement, as such schedule is updated from time to time by written notice from Administrative Borrower to Agent.

“Auto Handling Corporation” means Auto Handling Corporation, a Delaware corporation.

“Availability” means, as of any date of determination, the amount that Borrowers are entitled to borrow as Advances under Section 2.1 of the Agreement (after giving effect to all then outstanding Obligations (other than Bank Product Obligations)).

“Available Increase Amount” means, as of any date of determination, an amount equal to the result of (a) $25,000,000 minus (b) the aggregate principal amount of Increases to the Revolver Commitments previously made pursuant to Section 2.14 of the Agreement.

“Average Daily Availability” means, as of any date of determination, the average of Availability for each day in the immediately preceding calendar month.

“Bank Product” means any one or more of the following financial products or accommodations extended to Parent or its Subsidiaries by a Bank Product Provider:  (a) credit cards, (b) credit card processing services, (c) debit cards, (d) stored value cards, (e) purchase cards (including so-called “procurement cards” or “P-cards”), (f) Cash Management Services, or (g) transactions under Hedge Agreements.

“Bank Product Agreements” means those agreements entered into from time to time by Parent or its Subsidiaries with a Bank Product Provider in connection with the obtaining of any of the Bank Products.

“Bank Product Collateralization” means providing cash collateral (pursuant to documentation reasonably satisfactory to Agent) to be held by Agent for the benefit of the Bank Product Providers (other than the Hedge Providers) in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure with respect to the then existing Bank Product Obligations (other than Hedge Obligations).

“Bank Product Obligations” means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by Parent or its Subsidiaries to any Bank Product Provider pursuant to or evidenced by

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a Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, (b) all Hedge Obligations, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to Parent or its Subsidiaries.

“Bank Product Provider” means Wells Fargo or any of its Affiliates (including WFCF).

“Bank Product Reserve Amount” means, as of any date of determination, the Dollar amount of reserves that Agent has determined it is necessary or appropriate to establish (based upon the Bank Product Providers’ reasonable determination of their credit exposure to Parent and its Subsidiaries in respect of Bank Product Obligations) in respect of Bank Products then provided or outstanding.

“Bankruptcy Code” means title 11 of the United States Code, as in effect from time to time.

“Base Rate” means the greatest of (a) the Federal Funds Rate plus ½%, (b) the LIBOR Rate (which rate shall be calculated based upon an Interest Period of 1 month and shall be determined on a daily basis), plus 1 percentage point, and (c) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate.

“Base Rate Loan” means each portion of the Advances that bears interest at a rate determined by reference to the Base Rate.

“Base Rate Margin” has the meaning specified therefor in the definition of Applicable Margin.

“Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which Parent or any of its Subsidiaries or ERISA Affiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.

“Board of Directors” means, as to any Person, the board of directors (or comparable managers) of such Person or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

“Borrower” and “Borrowers” have the respective meanings specified therefor in the preamble to the Agreement.  On the Closing Date, the Borrowers consist of Parent, Jack Cooper Transport, Pacific Motor, Auto Handling Corporation, and Jack Cooper Logistics.  After the Closing Date, Borrowers shall also consist of any parties that have executed a joinder to this Agreement.

“Borrowing” means a borrowing consisting of Advances made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by Agent in the case of a Protective Advance.

“Borrowing Base” means, as of any date of determination, the result of:

(a)           85% of the amount of Eligible Accounts, less the amount, if any, of the Dilution Reserve, plus

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(b)           the result of:

(i)            85% of the Net Recovery Amount of Eligible Appraised Vehicles, minus

(ii)           85% of the amount of depreciation of such Eligible Appraised Vehicles since the date of the Current Appraisal with respect thereto, as determined by Agent in its Permitted Discretion, plus

(c)           the result of:

(i)            85% of the purchase price of Eligible Non-Appraised Vehicles (net of taxes, commissions, fees, incentives, discounts, rebates, freight charges, insurance, and expenses), minus

(ii)           85% of the amount of depreciation of such Eligible Non-Appraised Vehicle since the date of the purchase of such Eligible Non-Appraised Vehicle, as determined by Agent in its Permitted Discretion, minus

(d)           The aggregate amount of reserves, if any, established by Agent under Section 2.1(c) of the Agreement.

With respect to an Eligible Vehicle that has at any time been the basis for the making of an Advance or providing a Letter of Credit hereunder, the disposition or retirement of such Vehicle shall result in a reduction to the Borrowing Base in an amount equal to the amount attributed to such Vehicle in the Borrowing Base as of the date of such disposition or retirement.

“Borrowing Base Certificate” means a certificate in the form of Exhibit B-1.

“Borrowing Base Excess Amount” has the meaning set forth in Section 2.4(e)(i).

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state of California, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.

“Capital Expenditures” means, with respect to any Person for any period, the aggregate of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, but excluding, without duplication (a) expenditures made during such period with the cash proceeds received from insurance for a casualty event and used to replace the asset subject to such event of loss (or reasonably similar thereto) within 270 days after the initial receipt of such monies, (b) with respect to the purchase price of assets that are purchased substantially contemporaneously with the trade-in of existing assets during such period, the amount that the gross amount of such purchase price is reduced by the credit granted by the seller of such assets for the assets being traded in at such time, (c) expenditures made during such period to consummate one or more Permitted Acquisitions, (d) expenditures made during such period to the extent made with the identifiable proceeds of an equity investment in Parent or any of its Subsidiaries which equity investment is made substantially contemporaneously with the making of the expenditure, and (e) expenditures during such period that, pursuant to a written agreement, are reimbursed by a third Person (excluding Parent or any of its Affiliates).

“Capitalized Lease Obligation” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

“Capital Lease” means a lease that is required to be capitalized for financial reporting purposes in

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accordance with GAAP; provided, however,  that for the purposes of this Agreement, any lease existing as of the Closing Date that constitutes an operating lease in accordance with GAAP as in effect on the Closing Date shall be deemed not to be a Capital Lease hereunder.

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or recognized securities dealer having combined capital and surplus of not less than $250,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

“Cash Management Services” means any cash management or related services including treasury, depository, return items, overdraft, controlled disbursement,  merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements.

“Certificate” means, with respect to a Vehicle, the certificate of title or equivalent certificate or document, issued by the relevant Jurisdiction, evidencing ownership of such Vehicle.

“CFC” means a controlled foreign corporation (as that term is defined in the IRC).

“Change in Law” means the occurrence after the date of the Agreement of:  (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided that notwithstanding anything in the Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

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“Change of Control” means that (a) [reserved], (b) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, becomes the beneficial owner (as defined in Rules 13d-3 13d-5 under the Exchange Act, except that for purposes of this clause (b) such “person” or “group” or Permitted Holder shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire by conversion or exercise of other securities, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50%, or more, of the Stock of Parent having the right to vote for the election of members of the Board of Directors, (c) a majority of the members of the Board of Directors do not constitute Continuing Directors, (d) Parent fails to own and control, directly or indirectly, 100% of the Stock of each other Loan Party and of each other Subsidiary whose Stock is pledged by a Loan Party (other than pursuant to a transaction of a type permitted under Section 6.3 of this Agreement), or (e) a “Change of Control” as defined in the Notes Indenture occurs.

“Closing Date” means the date on which Agent sends Administrative Borrower a written notice that each of the conditions precedent set forth on Schedule 3.1 either have been satisfied or have been waived.

“Code” means the California Uniform Commercial Code, as in effect from time to time.

“Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by Parent or its Subsidiaries in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents.

“Collateral Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in Parent’s or its Subsidiaries’ books and records, Equipment, or Inventory, in each case, in form and substance reasonably satisfactory to Agent.

“Collections” means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, cash proceeds of asset sales, rental proceeds, and tax refunds) paid or payable to a Loan Party.

“Commitment” means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 to the Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C-1 to the Agreement delivered by the chief financial officer of Parent Administrative Borrower to Agent.

“Confidential Information” has the meaning specified therefor in Section 17.9(a) of the Agreement.

“Continuing Director” means (a) any member of the Board of Directors who was a director (or comparable manager) of Parent on the Closing Date, and (b) any individual who becomes a member of the Board of Directors after the Closing Date if such individual was approved, appointed or nominated for election to the Board of Directors by either the Permitted Holders or a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition to the Board of Directors in office at the Closing Date in an actual or threatened election contest relating to the election of

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the directors (or comparable managers) of Parent and whose initial assumption of office resulted from such contest or the settlement thereof.

“Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Parent or one of its Subsidiaries, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).

“Controlled Account Agreement” has the meaning specified therefor in the Security Agreement.

“Copyright Security Agreement” has the meaning specified therefor in the Security Agreement.

“Current Appraisal” means, with respect to Vehicles, the most recent appraisal provided to Agent by an appraisal firm reasonably acceptable to Agent, which appraisal shall be in form and substance reasonably satisfactory to Agent. As of the Closing Date, the Current Appraisal is from Taylor & Martin, Inc. and dated on or about November 11, 2012.

“Daily Balance” means, as of any date of determination and with respect to any Obligation, the amount of such Obligation owed at the end of such day.

“Default” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed to fund any amounts required to be funded by it under the Agreement on the date that it is required to do so under the Agreement (including the failure to make available to Agent amounts required pursuant to a Settlement or to make a required payment in connection with a Letter of Credit Disbursement), (b) notified any Borrower, Agent, or any Lender in writing that it does not intend to comply with all or any portion of its funding obligations under the Agreement, (c) has made a public statement to the effect that it does not intend to comply with its funding obligations under the Agreement or under other agreements generally (as reasonably determined by Agent) under which it has committed to extend credit, (d) failed, within 1 Business Day after written request by Agent, to confirm that it will comply with the terms of the Agreement relating to its obligations to fund any amounts required to be funded by it under the Agreement, (e) otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it under the Agreement on the date that it is required to do so under the Agreement, or (f) (i) becomes or is insolvent or has a parent company that has become or is insolvent or (ii) becomes the subject of a bankruptcy or Insolvency Proceeding, or has had a receiver, conservator, trustee, or custodian or appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or Insolvency Proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Defaulting Lender Rate” means (a) for the first 3 days from and after the date the relevant payment is due, the Base Rate, and (b) thereafter, the interest rate then applicable to Advances that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto).

“Deposit Account” means any deposit account (as that term is defined in the Code).

“Designated Account” means the Deposit Account of Administrative Borrower identified on Schedule D-1 to the Agreement (or such other Deposit Account of Administrative Borrower located at Designated Account Bank that has been designated as such, in writing, by Borrowers to Agent).

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“Designated Account Bank” has the meaning specified therefor in Schedule D-1 to the Agreement (or such other bank that is located within the United States that has been designated as such, in writing, by Borrowers to Agent).

“Dilution” means, as of any date of determination, a percentage, based upon the experience of the immediately prior 90 consecutive days, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Borrowers’ Accounts during such period, by (b) Borrowers’ billings with respect to Accounts during such period.

“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by 1 percentage point for each percentage point by which Dilution is in excess of 5%.

“Dollars” or “$” means United States dollars.

“EBITDA” means, with respect to any fiscal period, (i) Parent’s consolidated net earnings (or loss), minus (ii) to the extent included in determining net earnings (or loss), extraordinary gains or interest income, plus (iii) to the extent included in determining net earnings (or loss): (A) non-cash extraordinary losses, interest expense, income taxes, and depreciation and amortization for such period plus (B) non-cash claims costs, claims management expenses and adjustments to reserves under workers’ compensation, trucker’s liability and general liability insurance for claims related to events occurring on or prior to July 27, 2009, plus (C) non-cash expenses resulting from Pension Plan withdrawals or partial withdrawals, plus (D) severance and like expenses accrued under any employment or consulting agreement in effect on the Closing Date (and any amendments or modifications permitted hereunder) or entered into, after the Closing Date, in accordance with the provisions of this Agreement during such period to the extent expensed, plus (E) cash and non-cash charges directly associated with and included as “uses” in a “Sources and Uses” provided to Agent prior to the Closing Date detailing the use of proceeds of the Notes, plus (F) non-cash compensation expense, non-cash asset impairment charges, and non-cash losses (gains) on sales of assets, plus (G) non-operating losses (gains), operating losses (gains) with respect to the closing of terminal locations, and professional expenses for diligence and other services related to prospective Acquisitions, in each case solely to the extent actually incurred and solely to the extent any addback set forth in this subclause (G) does not exceed: (1) as of any date of determination on or prior to the Closing Date, $2,657,000 in the aggregate for the 12 month period ending on such date of determination, (2) as of any date of determination after the Closing Date up to and including March 31, 2014, $2,657,000 in the aggregate for the 12 month period ending on such date of determination, and (3) as of any date of determination after March 31, 2014, $1,500,000 in the aggregate for the 12 month period ending on such date of determination, in each case, determined on a consolidated basis in accordance with GAAP.  For the purposes of calculating EBITDA for any period of 4 consecutive fiscal quarters (each, a “Reference Period”), (a) if at any time during such Reference Period (and after the Closing Date), Parent or any of its their Subsidiaries shall have made a Permitted Acquisition, EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to such Permitted Acquisition, are factually supportable, and are expected to have a continuing impact, in each case to be mutually and reasonably agreed upon by Parent and Agent) or in such other manner acceptable to Agent as if any such Permitted Acquisition or adjustment occurred on the first day of such Reference Period.

“Eligible Accounts” means those Accounts created by any Borrower in the ordinary course of its business, that arise out of such Borrower’s rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to

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address the results of any audit performed by (or on behalf of) Agent from time to time after the Closing Date.  In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits,  unapplied cash, taxes, discounts, credits, allowances, and rebates.  Eligible Accounts shall not include the following:

(a)           (i) Accounts that the Account Debtor has failed to pay within the earlier of 90 days of original invoice date or 60 days of the due date, and (ii) Accounts with selling terms of more than 60 days,

(b)           Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,

(c)           Accounts with respect to which the Account Debtor is an Affiliate of a Borrower or an employee or agent of a Borrower or any Affiliate of a Borrower,

(d)           Accounts with respect to which the payment by the Account Debtor may be conditional,

(e)           Accounts that are not payable in Dollars,

(f)            Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or (ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (y) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent, or (z) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent,

(g)           Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which Borrowers have complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States,

(h)           Accounts with respect to which the Account Debtor is a creditor of a Borrower, has or has asserted a right of recoupment or setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment or setoff, or dispute,

(i)            Accounts with respect to an Account Debtor whose total obligations owing to Borrowers exceed 70% (solely with respect to General Motors LLC and its affiliates, collectively), 50% (solely with respect to Ford Motor Company and its affiliates, collectively), 30% (solely with respect to Toyota Motor Sales, U.S.A, Inc., and its affiliates, collectively) or 15% (in all other cases) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, however, that each such percentage, as applied to a particular Account Debtor, is subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates; and provided further, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed any of the foregoing percentages shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

(j)            Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,

(k)           Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition,

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(l)            Accounts that are not subject to a valid and perfected first priority Agent’s Lien,

(m)          Accounts with respect to which the services giving rise to such Account have not been performed and billed to the Account Debtor,

(n)           Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity, or

(o)           Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by Borrowers of the subject contract for goods or services.

“Eligible Appraised Vehicles” shall mean all Vehicles owned by Borrowers that are included in the Current Appraisal and are used by a Borrower in the ordinary course of such Borrower’s business and, in each case, are not subject to any lease and are acceptable to Agent based on the criteria set forth below.  Eligible Vehicles shall not include:  (a) Vehicles that are either:  (i) not in transit within the continental United States, or Canada in the ordinary course of business, or (ii) not based at one of the locations in the continental United States listed on Schedule 4.30 or such other locations in the continental United States as Agent may approve in good faith in writing from time to time; (b) Vehicles that are subject to a security interest or lien in favor of any person other than Agent (except those in favor of Notes Agent); (c) Vehicles located outside the United States of America (other than Vehicles in transit in Canada in the ordinary course of business); (d) any Vehicles the ownership of which are not evidenced by a certificate of title that has the name of a Borrower (or any legal predecessor to any Borrower identified on Schedule P-3) noted thereon as the owner of it or is not otherwise properly registered (or could not be registered within 7 days of initiating the registration process) in one of the states of the United States to such Borrower that is entitled to operate such Vehicles in the state that has issued such certificate of title in accordance with all applicable laws (other than any Vehicles the ownership of which is not required to be evidenced by a certificate of title under the laws applicable to it); (e) Vehicles that are not subject to the first priority, valid and perfected security interest of Agent; (f) Vehicles that are worn out or obsolete; (g) Vehicles that are not used or usable in the ordinary course of a Borrower’s business due to a damaged or inoperable condition and such condition continues for any period of more than thirty (30) consecutive days; (h) Vehicles that do not meet, in all material respects, all applicable safety or regulatory standards applicable to it for the use for which it is intended or for which it is being used; (i) Vehicles which constitute Eligible Non-Appraised Vehicles; (j) any Vehicles consisting of automobiles or other vehicles of Borrowers not directly used for transporting the cargo of customers or for services provided to customers in the ordinary course of a Borrower’s business; (k) any Vehicles on lease or rented to any other Person or otherwise being used by any Person other than a Borrower; (l) any Vehicles that do not meet, in all material respects, all applicable standards of all motor vehicle laws or other statutes and regulations established by any Governmental Authority or is subject to any licensing or similar requirement that would limit the right of Agent to sell or otherwise dispose of such Vehicles; and (m) any Vehicles not (1) covered by an insurance policy of the applicable Borrower in such amounts as are reasonably acceptable to Agent, which insurance policy provides that Agent is the loss payee, in the case of a casualty or other loss thereto or (2) otherwise self-insured on a basis consistent with commercially reasonable business practices.  The parties hereby acknowledge that Borrowers’ self-insurance practices in effect on the Closing Date are consistent with commercially reasonable business practices as of the date hereof.

The criteria for Eligible Appraised Vehicles set forth above may be revised from time to time by Agent in Agent’s Permitted Discretion based on either:  (i) an event, condition or other circumstance arising after the date hereof, or (ii) an event, condition or other circumstance existing on the date hereof to the extent Agent has no written notice thereof from a Borrower prior to the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect the

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Vehicles in the Permitted Discretion of Agent.  Any Vehicles that are not Eligible Appraised Vehicles shall nevertheless be part of the Collateral.  The amounts of Eligible Appraised Vehicles of any Borrower shall, at Agent’s option, be determined based on the lesser of the amount of Eligible Appraised Vehicles set forth in the general ledger of such Borrower or the perpetual inventory records maintained by such Borrower.

“Eligible Non-Appraised Vehicles” shall mean all Vehicles owned by Borrowers acquired after the Closing Date and used by a Borrower in the ordinary course of such Borrower’s business for not longer than one hundred twenty (120) days and, in each case, is not subject to any lease and would be an Eligible Appraised Vehicle (other than clause (i) of the definition of Eligible Appraised Vehicles) but for the requirement that such Vehicle be included on the Current Appraisal.  In addition, Eligible Non-Appraised Vehicles shall not include any used or previously owned Vehicles other than used Vehicles purchased by Borrowers from leases in effect on the Closing Date.

The criteria for Eligible Non-Appraised Vehicles set forth above may be revised from time to time by Agent in Agent’s Permitted Discretion based on either:  (i) an event, condition or other circumstance arising after the date hereof or (ii) an event, condition or other circumstance existing on the date hereof to the extent Agent has no written notice thereof from a Borrower prior to the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect the Vehicles in the Permitted Discretion of Agent.  Any Vehicles that are not Eligible Non-Appraised Vehicles shall nevertheless be part of the Collateral.  The amounts of Eligible Non-Appraised Vehicles of any Borrower shall, at Agent’s option, be determined based on the lesser of the amount of Eligible Non-Appraised Vehicles set forth in the general ledger of such Borrower or the perpetual inventory records maintained by such Borrower.

“Eligible Transferee” means (a) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of $250,000,000, (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which has total assets in excess of $250,000,000, provided that such bank is acting through a branch or agency located in the United States, (c) a finance company, insurance company, or other financial institution, or fund that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) total assets in excess of $250,000,000, (d) any Affiliate (other than individuals) of a pre-existing Lender, (e) so long as no Event of Default has occurred and is continuing, any other Person approved by Agent and Administrative Borrower (which approval of Administrative Borrower shall not be unreasonably withheld, delayed, or conditioned), and (f) during the continuation of an Event of Default, any other Person approved by Agent.

“Eligible Vehicles” means (a) Eligible Appraised Vehicles, and (b) Eligible Non-Appraised Vehicles.

“Environmental Action” means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials (a) from any assets, properties, or businesses of Parent or any of its Subsidiaries or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by Parent, any Subsidiary of Parent, or any of their predecessors in interest.

“Environmental Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written

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policy, or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on Parent or its Subsidiaries, relating to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time to time.

“Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

“Equipment” means equipment (as that term is defined in the Code).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.

“ERISA Affiliate” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of Parent or any of its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of Parent or any of its Subsidiaries under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which Parent or any of its Subsidiaries is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with Parent or any of its Subsidiaries and whose employees are aggregated with the employees of Parent or any of its Subsidiaries under IRC Section 414(o).

“Event of Default” has the meaning specified therefor in Section 8 of the Agreement.

“Excess” has the meaning specified therefor in Section 2.14 of the Agreement.

“Excess Availability” means, as of any date of determination, the amount equal to Availability minus the aggregate amount, if any, of all trade payables of Parent and its Subsidiaries aged in excess of historical levels with respect thereto and all book overdrafts of Parent and its Subsidiaries in excess of historical practices with respect thereto, in each case as determined by Agent in its Permitted Discretion.

“Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time.

“Excluded Deposit Account” has the meaning specified therefor in the Security Agreement.

“Excluded Real Property” means any Real Property owned in fee having a fair market value of $3,000,000 or less.

“Excluded Taxes” means (i) any Tax imposed on the net income or net profits of any Lender or any Participant (including any branch profits Taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or Participant is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender’s or such

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Participant’s principal office is located in each case as a result of a present or former connection between such Lender or Participant and the jurisdiction or taxing authority imposing the Tax (other than any such connection arising solely from such Lender or Participant having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies under the Agreement or any other Loan Document); (ii) Taxes resulting from a Lender’s or a Participant’s failure to comply with the requirements of Section 16.2 (whether or not such Lender or Participant was legally entitled to deliver such documentation), (iii) any United States federal withholding Taxes that would be imposed on amounts payable to a Lender based upon the applicable withholding rate in effect at the time such Lender becomes a “Lender” under this Agreement (or designates a new lending office), except that Taxes shall include (A) any amount that such Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 16.1 of the Agreement, if any, with respect to such withholding Tax at the time such Lender becomes a party to the Agreement (or designates a new lending office), and (B) additional United States federal withholding Taxes that may be imposed after the time such Lender becomes a party to the Agreement (or designates a new lending office), as a result of a change in law, rule, regulation, order or other decision with respect to any of the foregoing by any Governmental Authority, and (iv) any United States federal withholding Taxes imposed under FATCA.

“Existing Credit Facilities” mean any of the credit facilities set forth on Schedule E-1 to the Agreement which are being terminated on the Closing Date or as part of the consummation of the Transactions.

“FATCA” means Sections 1471 through 1474 of the IRC, as of the date of the Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” means that certain amended and restated fee letter, dated as of even date with the Agreement, among Borrowers and Agent, in form and substance reasonably satisfactory to Agent.

“Financial Covenant Period” means a period which shall commence on any date (the “Commencement Date”) on which Excess Availability is less than 12.5% of the Maximum Revolver Amount and shall continue until the later of (a) the date that is the last day of the first full calendar month after the Commencement Date and (b) the last day of the calendar month in which Excess Availability for a period of 45 consecutive days after the Commencement Date is equal to or greater than 12.5% of the Maximum Revolver Amount.

“Fixed Charges” means, with respect to any fiscal period and with respect to Parent determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) Interest Expense accrued (other than interest paid-in-kind, amortization of financing fees, and other non-cash Interest Expense) during such period, (b) the sum of principal payments in respect of Indebtedness that are required to be paid during such period plus any Liberty Mutual Payments, and (c) all federal, state, and local income taxes accrued during such period, and (d) all Restricted Junior Payments pursuant to Sections 6.9(a) and (d) paid (whether in cash or other property, other than common Stock) during such period, (e) cash severance and like expenses accrued and required to be paid under any employment or consulting agreement in effect on the Closing Date (and any amendments or modifications permitted

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hereunder) or entered into, after the Closing Date, in accordance with the provisions of this Agreement during such period; provided, “Fixed Charges” shall not include payments or expenses directly identified as “uses” in a “Sources and Uses” provided to Agent prior to the Closing Date detailing the use of proceeds of the Notes.

“Fixed Charge Coverage Ratio” means, with respect to Parent and its Subsidiaries for any period, the ratio of (i) EBITDA for such period minus unfinanced Capital Expenditures made (to the extent not already incurred in a prior period) or incurred during such period, to (ii) Fixed Charges for such period.

“Foreign Lender” means any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).

“Funding Date” means the date on which a Borrowing occurs.

“Funding Losses” has the meaning specified therefor in Section 2.12(b)(ii) of the Agreement.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied; provided, however, that (i) all calculations relative to liabilities shall be made without giving effect to Statement of Financial Accounting Standards No. 159 and (ii) 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 change to, or modification of, GAAP which would require the capitalization of leases characterized as “operating leases” as of the Closing Date.

“GECC Sale-Leaseback Transaction” means any sale and contemporaneous leaseback transaction of Vehicles to General Electric Capital Corporation or CIT Group Inc. not to exceed $20,000,000 in the aggregate for all such transactions and consummated within 180 days after the Closing Date.

“Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

“Governmental Authority” means any federal, state, local, or other governmental or administrative body, instrumentality, board, department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“Guarantors” means (a) each Subsidiary of Parent that is not a Borrower (other than any Subsidiary that is not required to become a Guarantor pursuant to Section 5.11), and (b) each other Person that becomes a guarantor after the Closing Date pursuant to Section 5.11 of the Agreement, and “Guarantor” means any one of them.

“Guaranty” means that certain general continuing guaranty, executed and delivered in accordance with the terms of this Agreement, by each extant Guarantor in favor of Agent, for the benefit of the Lender Group and the Bank Product Providers, in form and substance reasonably satisfactory to Agent.

“Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Environmental Law as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any

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flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

“Hedge Agreement” means a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy Code.

“Hedge Obligations” means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of Parent or its Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Bank Product Providers

“Hedge Provider” means Wells Fargo or any of its Affiliates.

“Holdout Lender” has the meaning specified therefor in Section 14.2(a) of the Agreement.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued.

“Increase” has the meaning specified therefor in Section 2.14.

“Increase Date” has the meaning specified therefor in Section 2.14.

“Increase Joinder” has the meaning specified therefor in Section 2.14.

“Indebtedness” as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations of such Person as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices), (f) all obligations of such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), (g) any Prohibited Preferred Stock of such Person, and (h) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (g) above.  For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness described in clause (d) above shall be the lower of the amount of the obligation and the fair market value of the assets of such Person securing such obligation.

“Indemnified Liabilities” has the meaning specified therefor in Section 10.3 of the Agreement.

“Indemnified Person” has the meaning specified therefor in Section 10.3 of the Agreement.

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“Indemnified Taxes” means, any Taxes other than Excluded Taxes.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Intercompany Subordination Agreement” means an intercompany subordination agreement, dated as of the Prior Closing Date, executed and delivered by Parent each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Closing Date, between Agent and Notes Agent.

“Interest Expense” means, for any period without duplication, the sum of:

(a)           the interest expense of Parent and its Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation:

(i)            any amortization of debt discount;

(ii)           the net cost under non-speculative Hedge Obligations (including any amortization of discounts);

(iii)          the interest portion of any deferred payment obligation;

(iv)          all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing or similar activities; and

(v)           all accrued interest; plus

(b)           the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by Parent and its Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; plus

(c)           the interest expense on any Indebtedness guaranteed by Parent and its Subsidiaries; plus

(d)           all capitalized interest of Parent and its Subsidiaries for such period.

“Interest Period” means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 2, or 3 months thereafter; provided, however, that (a) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (b) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (c) with respect to an Interest Period 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), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, or 3 months after the date on which the Interest Period began, as applicable, and (d) Borrowers may not elect an Interest Period which will end

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after the Maturity Date.

“Inventory” means inventory (as that term is defined in the Code).

“Investment” means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide Accounts arising in the ordinary course of business), or acquisitions of Indebtedness, Stock, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

“IRC” means the Internal Revenue Code of 1986, as in effect from time to time.

“Issuer Document” means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement, or any other document, agreement or instrument entered into (or to be entered into) by a Borrower in favor of the Issuing Lender and relating to such Letter of Credit.

“Issuing Lender” means WFCF or any other Lender that, at the request of any Borrower and with the consent of Agent, agrees, in such Lender’s sole discretion, to become an Issuing Lender for the purpose of issuing Letters of Credit or Reimbursement Undertakings pursuant to Section 2.11 of the Agreement and the Issuing Lender shall be a Lender.

“Jack Cooper Logistics” means Jack Cooper Logistics, LLC, a Delaware limited liability company.

“Jack Cooper Transport” means Jack Cooper Transport Company, Inc., a Delaware corporation.

“JCT Canada” means Jack Cooper Transport Canada, Inc., a Quebec corporation.

“Jurisdiction” means, with respect to a Vehicle, the state, commonwealth, or other governmental entity that is responsible for issuing the Certificate for such Vehicle.

“Lender” has the meaning set forth in the preamble to the Agreement, shall include the Issuing Lender and the Swing Lender, and shall also include any other Person made a party to the Agreement pursuant to the provisions of Section 13.1 of the Agreement and “Lenders” means each of the Lenders or any one or more of them.

“Lender Group” means each of the Lenders (including the Issuing Lender and the Swing Lender) and Agent, or any one or more of them.

“Lender Group Expenses” means all (a) costs or expenses (including taxes, vehicle registration fees and charges, and insurance premiums) required to be paid by Parent or any of its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) documented out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with Parent or any of its Subsidiaries under any of the Loan Documents, including, the fees and charges of the Vehicle Collateral Agent, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches and including searches with the patent and trademark office, the copyright office, or any department of motor vehicles), filing, recording, publication, appraisal (including periodic collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation)

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contained in the Agreement or the Fee Letter), real estate surveys, real estate title policies and endorsements, lien registration, and environmental audits, (c) Agent’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to Parent or its subsidiaries, (d) Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of any Borrower (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses incurred in connection therewith, (e) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (f) reasonable and documented out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (g) reasonable and documented out-of-pocket audit fees and expenses (including travel, meals, and lodging) of Agent related to any inspections or audits to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement or the Fee Letter, (h) Agent’s reasonable costs and expenses (including reasonable documented attorneys fees and out-of-pocket expenses of outside counsel) relative to third party claims or any other lawsuit or adverse proceeding paid or incurred by the Lender Group, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions contemplated by the Loan Documents, Agent’s Liens in and to the Collateral, or the Lender Group’s relationship with Parent or any of its Subsidiaries, (i) Agent’s reasonable and documented costs and expenses (including reasonable and documented attorneys fees and due diligence expenses) incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating (including reasonable costs and expenses relative to CUSIP, DXSyndicate™, SyndTrak or other communication costs incurred in connection with a syndication of the loan facilities), or amending, waiving or modifying the Loan Documents, and (j) Agent’s and each Lender’s reasonable and documented costs and expenses (including reasonable and documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Parent or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action or any Remedial Action with respect to the Collateral.

“Lender Group Representatives” has the meaning specified therefor in Section 17.9 of the Agreement.

“Lender-Related Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors, employees, attorneys, and agents.

“Letter of Credit” means a letter of credit (as that term is defined in the Code) issued by Issuing Lender or a letter of credit issued by Underlying Issuer, as the context requires.

“Letter of Credit Collateralization” means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to Agent, including provisions that specify that the Letter of Credit Fees and all commissions, fees, charges, and expenses set forth in the Agreement (including any fronting fees) will continue to accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then existing Letter of Credit Usage, (b) delivering to Agent documentation executed by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to Agent and the Issuing Lender, terminating all of such beneficiaries’ rights under the Letters of Credit, or (c) providing Agent with a standby letter of credit, in form and substance reasonably satisfactory to Agent, from a commercial bank

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acceptable to Agent (in its sole discretion) in an amount equal to 105% of the then existing Letter of Credit Usage (it being understood that the Letter of Credit Fees and all fronting fees set forth in the Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of credit).

“Letter of Credit Disbursement” means a payment made by Issuing Lender or Underlying Issuer pursuant to a Letter of Credit.

“Letter of Credit Fee” has the meaning specified therefor in Section 2.6(b) of the Agreement.

“Letter of Credit Exposure” means, as of any date of determination with respect to any Lender, such Lender’s Pro Rata Share of the Letter of Credit Usage on such date.

“Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit.

“Liberty Mutual Payments” means any payments by Borrowers to Liberty Mutual Insurance Company relating to that certain Confidential Settlement Agreement and Release, dated as of June 1, 2012, by and between Liberty Mutual Insurance Company and Liberty Mutual Fire Insurance Company, Inc. (collectively, “Liberty Mutual”), on the one hand, and Jack Cooper Transport and certain of its Subsidiaries and Affiliates, on the other hand, with respect to certain contingent obligations of Jack Cooper Transport to Liberty Mutual.

“LIBOR Deadline” has the meaning specified therefor in Section 2.12(b)(i) of the Agreement.

“LIBOR Notice” means a written notice in the form of Exhibit L-1.

“LIBOR Option” has the meaning specified therefor in Section 2.12(a) of the Agreement.

“LIBOR Rate” means the rate per annum rate appearing on Macro*World’s (https://capitalmarkets.mworld.com; the “Service”) Page BBA LIBOR - USD (or on any successor or substitute page of such Service, or any successor to or substitute for such Service) 2 Business Days prior to the commencement of the requested Interest Period, for a term and in an amount comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrowers in accordance with the Agreement (and, if any such rate is below zero, the LIBOR Rate shall be deemed to be zero), which determination shall be made by Agent and shall be conclusive in the absence of manifest error.

“LIBOR Rate Loan” means each portion of an Advance that bears interest at a rate determined by reference to the LIBOR Rate.

“LIBOR Rate Margin” has the meaning specified therefor in the definition of Applicable Margin.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement in the nature of a security interest, encumbrance, easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement in the nature of a security interest, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

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“Loan” means any Advance, Swing Loan, or Protective Advance made (or to be made) hereunder.

“Loan Account” has the meaning specified therefor in Section 2.9 of the Agreement.

“Loan Documents” means the Agreement, any Borrowing Base Certificate, the Controlled Account Agreements, the Control Agreements, the Copyright Security Agreement, the Fee Letter, the Guaranty, the Intercompany Subordination Agreement, the Letters of Credit, the Mortgages, the Patent Security Agreement, the Security Agreement, the Trademark Security Agreement, any note or notes executed by any Borrower in connection with the Agreement and payable to any member of the Lender Group, any letter of credit application entered into by any Borrower in connection with the Agreement, and any other agreement entered into, now or in the future, by Parent or any of its Subsidiaries and any member of the Lender Group in connection with the Agreement.

“Loan Party” means any Borrower or any Guarantor.

“Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Change” means (a) a material adverse change in the business, operations, results of operations, assets, liabilities or financial condition of Parent and its Subsidiaries, taken as a whole, (b) a material impairment of Parent’s and its Subsidiaries’ ability to perform their obligations under the Loan Documents to which they are parties or of the Lender Group’s ability to enforce the Obligations or realize upon any Collateral in an aggregate value in excess of $250,000 (and not as a result of an action or failure to act of any member of the Lender Group), or (c) a material impairment of the enforceability or priority of Agent’s Liens with respect to the Collateral as a result of an action or failure to act on the part of Parent or its Subsidiaries.

“Material Contract” means, with respect to any Person, (i) each contract or agreement to which such Person or any of its Subsidiaries is a party involving aggregate consideration payable to or by such Person or such Subsidiary of $5,000,000 or more (other than purchase orders in the ordinary course of the business of such Person or such Subsidiary and other than contracts that by their terms may be terminated by such Person or Subsidiary in the ordinary course of its business upon less than 90 days notice without penalty or premium), and (ii) all other contracts or agreements, the loss of which could reasonably be expected to result in a Material Adverse Change.

“Maturity Date” has the meaning specified therefor in Section 3.3 of the Agreement.

“Maximum Revolver Amount” means $75,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c) of the Agreement, and increased in accordance with Section 2.14 of the Agreement.

“Moody’s” has the meaning specified therefor in the definition of Cash Equivalents.

“Mortgage Policy” has the meaning specified therefor in Schedule 3.1(v).

“Mortgages” means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by Parent or its Subsidiaries in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber the Real Property Collateral.

“Multiemployer Plan” has the meaning given to such term in Section 3(37) or Section 4001(a)(3)

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of ERISA or Section 414(f) of the IRC.

“Net Book Value” with respect to a Vehicle, means the cost of such Vehicle, less depreciation and other write downs for such Vehicle, as reflected on Borrowers’ books and records.

“Net Recovery Amount” means, as of any date of determination, the amount of the recovery in respect of Eligible Appraised Vehicles on a “net orderly liquidation value” basis, in each case as set forth in the Current Appraisal, net (without duplication) of all operating expenses, liquidation expenses and commissions.

“Non-Defaulting Lender” means each Lender other than a Defaulting Lender.

“Notes Agent” means U.S. Bank National Association, as trustee and as collateral agent for the Noteholders.

“Noteholders” mean those present or future holders of the Notes.

“Notes” means those 9.25% senior secured notes due 2020 issued by Parent pursuant to the Notes Indenture.

“Notes Documents” means the Notes Indenture, the Notes, the Notes Guaranties, the Security Documents (as that term is defined in the Notes Indenture), and any other agreements, documents, or instruments evidencing or governing any of the Notes Obligations, as amended, restated, modified, supplemented, extended, renewed, refunded, replaced or refinanced from time to time, in whole or in part, as and to the extent permitted by this Agreement and the Intercreditor Agreement.

“Notes Guaranties” means those certain Guaranties executed by certain of Parent’s Subsidiaries in favor of the Noteholders, and any other agreements, documents, or instruments guaranteeing the Notes Obligations.

“Notes Indenture” means that certain Indenture, dated as of the Closing Date, among Parent, Borrowers, and Notes Agent, pursuant to which the Notes are to be issued, as the same may be amended, restated, modified, supplemented, extended, renewed, refunded, replaced or refinanced, from time to time, in whole or in part, in one or more agreements (in each case, with the same or new holders or trustee), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof, in each case, as and to the extent permitted by this Agreement and the Intercreditor Agreement.

“Notes Obligations” means all obligations and all amounts owing, due or secured under the Notes Documents, not to exceed an aggregate principal amount of $225,000,000 (plus the aggregate principal amount of the Additional Notes).

“Obligations” means (a) all loans (including the Advances (inclusive of Protective Advances and Swing Loans)), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to Reimbursement Undertakings or with respect to Letters of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged to the Loan Account pursuant to the Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in

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any such Insolvency Proceeding), guaranties, covenants, and duties of any kind and description owing by any Loan Party pursuant to or evidenced by the Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that any Borrower is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, (b) all debts, liabilities, or obligations (including reimbursement obligations, irrespective of whether contingent) owing by any Borrower or any other Loan Party to an Underlying Issuer now or hereafter arising from or in respect of Underlying Letters of Credit, and (c) all Bank Product Obligations.  Without limiting the generality of the foregoing, the Obligations of Borrowers under the Loan Documents include the obligation to pay (i) the principal of the Loans, (ii) interest accrued on the Loans, (iii) the amount necessary to reimburse the Issuing Lender for amounts paid or payable pursuant to Letters of Credit, (iv) Letter of Credit commissions, fees (including fronting fees) and charges, (v) Lender Group Expenses, (vi) fees payable under the Agreement or any of the other Loan Documents, and (vii) indemnities and other amounts payable by any Loan Party under any Loan Document.  Any reference in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Originating Lender” has the meaning specified therefor in Section 13.1(e) of the Agreement.

“Overadvance” has the meaning specified therefor in Section 2.5 of the Agreement.

“Pacific Motor” means Pacific Motor Trucking Company, a Missouri corporation.

“Parent” has the meaning specified therefor in the preamble to the Agreement.

“Participant” has the meaning specified therefor in Section 13.1(e) of the Agreement.

“Participant Register” has the meaning specified therefor in Section 13.1(e)(iii) of the Agreement.

“Patent Security Agreement” has the meaning specified therefor in the Security Agreement.

“Patriot Act” has the meaning specified therefor in Section 4.18 of the Agreement.

“Payoff Date” means the first date on which all of the Obligations are paid in full and the Commitments of the Lenders are terminated.

“PBGC” means the Pension Benefit Guaranty Corporation established under Title IV of ERISA or any other governmental agency, department, or instrumentality succeeding to the functions of said corporation.

“Pension Plan” means any employee pension benefit plan as defined in Section 3(2) of ERISA (including a Multiemployer Plan) and to which the Borrowers or any ERISA Affiliate may have any liability including by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time within the preceding 5 years or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Permitted Acquisition” means any Acquisition so long as:

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(a)           no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition and the proposed Acquisition is consensual,

(b)           no Indebtedness will be incurred, assumed, or would exist with respect to Parent or its Subsidiaries as a result of such Acquisition other than Indebtedness described in clause (a), (j), (l), (m), (o), (p), (s) or (t) of the definition of Permitted Indebtedness and no Liens will be incurred, assumed, or would exist with respect to the assets of Parent or its Subsidiaries as a result of such Acquisition other than Permitted Liens,

(c)           Borrowers have provided Agent with written confirmation, supported by reasonably detailed calculations, that on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to such proposed Acquisition, are factually supportable, and are expected to have a continuing impact, in each case, determined as if the combination had been accomplished at the beginning of the relevant period; such eliminations and inclusions to be mutually and reasonably agreed upon by Parent and Agent) created by adding the historical combined financial statements of Parent (including the combined financial statements of any other Person or assets that were the subject of a prior Permitted Acquisition during the relevant period) to the historical consolidated financial statements of the Person to be acquired (or the historical financial statements related to the assets to be acquired) pursuant to the proposed Acquisition, Parent and its Subsidiaries (i) would have been in compliance with the financial covenants in Section 7 of the Agreement for the 4 fiscal quarter period ended immediately prior to the proposed date of consummation of such proposed Acquisition, and (ii) are projected to be in compliance with the financial covenants in Section 7 of the Agreement for the 4 fiscal quarter period ended one year after the proposed date of consummation of such proposed Acquisition,

(d)           Borrowers have provided Agent with their due diligence package relative to the proposed Acquisition, including forecasted balance sheets, profit and loss statements, and cash flow statements of the Person or assets to be acquired, all prepared on a basis consistent with such Person’s (or assets’) historical financial statements, together with appropriate supporting details and a statement of underlying assumptions for the 1 year period following the date of the proposed Acquisition, on a quarter by quarter basis), in form and substance (including as to scope and underlying assumptions) reasonably satisfactory to Agent,

(e)           Borrowers shall have Availability plus Qualified Cash in an amount equal to or greater than $17,500,000 immediately before and after giving effect to the consummation of the proposed Acquisition,

(f)            In the case of any Acquisition of Stock, the Person whose Stock is being acquired did not have negative EBITDA during the 12 consecutive month period most recently concluded prior to the date of the proposed Acquisition,

(g)           Borrowers have provided Agent with written notice of the proposed Acquisition at least 15 Business Days prior to the anticipated closing date of the proposed Acquisition and, not later than 5 Business Days prior to the anticipated closing date of the proposed Acquisition, copies of the acquisition agreement and other material documents relative to the proposed Acquisition, which agreement and documents must be reasonably acceptable to Agent,

(h)           the assets being acquired (other than a de minimis amount of assets in relation to Parent’s and its Subsidiaries’ total assets), or the Person whose Stock is being acquired, are useful in or engaged in, as applicable, the business of Parent and its Subsidiaries as set forth on Schedule 6.6 or a business reasonably related thereto,

(i)            the assets being acquired (other than a de minimis amount of assets in relation to the assets being acquired) are located within the United States or the Person whose Stock is being acquired is organized in a jurisdiction located within the United States,

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(j)            the subject assets or Stock, as applicable, are being acquired directly by a Borrower, and, in connection therewith, such Borrower shall have complied with Section 5.11 or 5.12, as applicable, of the Agreement and, in the case of an acquisition of Stock, such Borrower shall have demonstrated to Agent that the new Loan Parties have received consideration sufficient to make the joinder documents binding and enforceable against such new Loan Parties, and

(k)           the purchase consideration payable in respect of all Permitted Acquisitions (including the proposed Acquisition and including deferred payment obligations) shall not exceed $50,000,000 in the aggregate since the Closing Date.

“Permitted Discretion” means a determination made in the exercise of good faith and reasonable (from the perspective of a secured lender) business judgment.

“Permitted Dispositions” means:

(a)           sales, abandonment, or other dispositions of Equipment at fair market value (other than Eligible Vehicles to the extent that the Borrower has not notified Agent in writing that the applicable Vehicle has ceased to be an Eligible Vehicle) that is substantially worn, damaged, or obsolete in the ordinary course of business; provided, however, Borrowers may sell, abandon, or otherwise dispose of Equipment at below fair market value (other than Eligible Vehicles to the extent that the Borrower has not previously notified Agent in writing that the applicable Vehicle has ceased to be an Eligible Vehicle) so long as such disposals of Equipment since the Closing Date do not exceed $3,000,000 in Net Book Value in the aggregate,

(b)           sales of Inventory to buyers in the ordinary course of business,

(c)           the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of the Agreement or the other Loan Documents,

(d)           the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,

(e)           the granting of Permitted Liens,

(f)            the sale or discount, in each case without recourse, of Accounts arising in the ordinary course of business, but only in connection with the compromise or collection thereof,

(g)           any involuntary loss, damage, or destruction of property,

(h)           any involuntary condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property (other than Eligible Vehicles to the extent the Borrower has not notified Agent in writing that the applicable Vehicle has ceased to be an Eligible Vehicle),

(i)            the leasing or subleasing of assets and the assignment of leases of Parent or its Subsidiaries (excluding Eligible Vehicles to the extent the Borrower has not notified Agent in writing that  the applicable Vehicle has ceased to be an Eligible Vehicle) in the ordinary course of business,

(j)            the sale or issuance of Stock of Parent or any Subsidiary to the extent permitted by Section 6.14,

(k)           the lapse of registered patents, trademarks and other intellectual property of Parent and its

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Subsidiaries to the extent not economically desirable in the conduct of their business and so long as such lapse is not materially adverse to the interests of the Lenders,

(l)            the making of a Restricted Junior Payment that is expressly permitted to be made pursuant to the Agreement,

(m)          the making of a Permitted Investment,

(n)           dispositions in the form of improvements made to leasehold properties in respect of leases that expire or are terminated so long as the fair market value of the assets so disposed of does not exceed $250,000 in the aggregate in any 12-month period,

(o)           dispositions of assets (other than Eligible Vehicles to the extent the Borrower has not notified Agent in writing that the applicable Vehicle has ceased to be an Eligible Vehicle) acquired by Parent and its Subsidiaries pursuant to a Permitted Acquisition consummated within 12 months of the date of the proposed Disposition (the “Subject Permitted Acquisition”) so long as (i) the consideration received for the assets to be so disposed is at least equal to the fair market value thereof, (ii) the assets to be so disposed are not necessary or economically desirable in connection with the business of Parent and its Subsidiaries, and (iii) the assets to be so disposed are readily identifiable as assets acquired pursuant to the Subject Permitted Acquisition,

(p)           dispositions of assets (other than Accounts, Eligible Vehicles (to the extent the Borrower has not notified Agent in writing that the applicable Vehicle has ceased to be an Eligible Vehicle), intellectual property, licenses, Stock of Subsidiaries of Parent, or Material Contracts) not otherwise permitted in clauses (a) through (o) above or clauses (q) through (u) below so long as made at fair market value and the aggregate fair market value of all assets disposed of in all such dispositions since the Closing Date (including the proposed disposition) would not exceed $5,000,000,

(q)           dispositions of Vehicles pursuant to a GECC Sale-Leaseback Transaction,

(r)            any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind in the ordinary course of business,

(s)            sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements or similar binding agreements,

(t)            transactions permitted under Section 6.3, and

(u)           dispositions of property in exchange for credit against the purchase price for similar replacement property or the cash proceeds are used to purchase such replacement property.

“Permitted Holder” means (i) T. Michael Riggs and (ii) any Related Party of T. Michael Riggs.

“Permitted Indebtedness” means:

(a)           Indebtedness evidenced by the Agreement or the other Loan Documents, as well as Indebtedness owed to Underlying Issuers with respect to Underlying Letters of Credit,

(b)           Indebtedness set forth on Schedule 4.19 of the Agreement and any Refinancing Indebtedness in respect of such Indebtedness,

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(c)           Permitted Purchase Money Indebtedness and any Refinancing Indebtedness in respect of such Indebtedness,

(d)           endorsement of instruments or other payment items for deposit,

(e)           Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety bonds, warranty bonds, release bonds, statutory bonds, performance bonds, bid bonds, appeal bonds, judgment bonds, completion guarantee and warranties (including guarantees thereof), advance payment bonds, indemnity bonds, customs bonds and similar obligations; (ii) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with Permitted Dispositions; (iii) unsecured guarantees with respect to Indebtedness of Parent or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Indebtedness and unsecured guarantees of other obligations not constituting Indebtedness to the extent permitted hereunder; and (iv) in respect of workers’ compensation claims, general liability or trucker’s liability claims, unemployment or other insurance and self-insurance obligations, payment obligations in connection with health or other types of social security benefits,

(f)            Indebtedness incurred in the ordinary course of business under performance, surety, statutory, and appeal bonds,

(g)           Indebtedness owed to any Person providing property, casualty, liability, or other insurance to Parent or any of its Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year,

(h)           the incurrence by Parent or any of its Subsidiaries of Indebtedness under Hedge Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with Parent’s and its Subsidiaries’ operations and not for speculative purposes,

(i)            Indebtedness incurred in respect of (i) credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), or Cash Management Services or (ii) cash pooling, setting-off arrangements and the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds provided such Indebtedness pursuant to this clause (ii) is extinguished within 5 Business Days of its incurrence, and in each case, incurred in the ordinary course of business,

(j)            contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, earn-outs or similar obligations of Parent or the applicable Loan Party incurred in connection with the consummation of one or more Permitted Acquisitions,

(k)           Indebtedness composing Permitted Investments,

(l)            the Notes Obligations and the Additional Notes and Refinancing Indebtedness in respect thereof,

(m)          Indebtedness in the form of Permitted Preferred Stock,

(n)           the incurrence by Parent or any of its Subsidiaries of Indebtedness in respect of workers’ compensation, general liability and auto liability claims relating to the dispute between Borrowers and American Zurich Insurance Company, Zurich Services Corporation, and Liberty Mutual Insurance Company and for the avoidance of doubt, any Indebtedness described in this clause (n) shall be Indebtedness for the purpose of calculating “Fixed Charges” or “Fixed Charge Coverage Ratio” hereunder,

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(o)           Acquired Indebtedness in an amount not to exceed $20,000,000 at any time outstanding and Refinancing Indebtedness in respect thereof,

(p)           Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any time outstanding,

(q)           pension withdrawal liabilities with respect to the Western Conference of Teamsters Pension Trust reflected in the most recent consolidated balance sheet of Parent as of the Closing Date that subsequently becomes Indebtedness,

(r)            unsecured Indebtedness of Parent owing to current or former employees, officers, or directors (or any spouses, ex-spouses, trusts or estates of any of the foregoing) incurred in connection with the repurchase by Parent of the Stock of Parent that has been issued to such Persons, so long as (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Indebtedness, (ii) the aggregate amount of all payments with respect to such Indebtedness does not exceed the amounts permitted under Section 6.9(a), and (iii) such Indebtedness is subordinated to the Obligations on terms and conditions reasonably acceptable to Agent,

(s)            Indebtedness in respect of customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business,

(t)            Indebtedness in an aggregate outstanding principal amount not to exceed $7,500,000 at any time outstanding for all Subsidiaries of Parent that are CFCs; provided, that such Indebtedness is not directly or indirectly recourse to any of the Loan Parties or of their respective assets, and

(u)           Indebtedness incurred for pension fund withdrawal or partial withdrawal obligations in an amount not to exceed in the aggregate at any one time outstanding $5,000,000.

“Permitted Intercompany Advances” means loans made by (a) a Loan Party to another Loan Party, (b) a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party, (c) a Subsidiary that is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement, and (d) a Loan Party to a Subsidiary that is not a Loan Party so long as (i) the amount of such loans outstanding at any one time does not exceed $2,500,000 (inclusive of the Investments outstanding under clause (l)(ii) of the definition of “Permitted Investments”), (ii) no Event of Default has occurred and is continuing or would result therefrom at the time such loan is made, and (iii) Borrowers have Availability of $7,500,000 or greater immediately after giving effect to each such loan.

“Permitted Investments” means:

(a)           Investments in cash and Cash Equivalents,

(b)           Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business,

(c)           advances made in connection with purchases of goods or services in the ordinary course of business,

(d)           Investments received in settlement of amounts due to any Loan Party or any of its Subsidiaries effected in the ordinary course of business or owing to any Loan Party or any of its Subsidiaries as a result of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favor of any Loan Party or any of its Subsidiaries,

(e)           Investments owned by any Loan Party or any of its Subsidiaries on the Closing Date and set

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forth on Schedule P-1 to the Agreement,

(f)            guarantees permitted under the definition of Permitted Indebtedness and guarantees of other obligations of Parent and its Subsidiaries not constituting Indebtedness to the extent permitted hereunder,

(g)           Permitted Intercompany Advances,

(h)           Stock or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to any Loan Party or any of its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims or upon the settlement of litigation, arbitration or other disputes,

(i)            deposits and pledges (x) of cash made in the ordinary course of business to secure performance of operating leases and (y) to the extent permitted by the definition of Permitted Liens,

(j)            non-cash loans to former and current employees, officers, and directors of Parent or any of its Subsidiaries for the purpose of purchasing Stock in Parent so long as the proceeds of such loans are used in their entirety to purchase such stock in Parent,

(k)           Permitted Acquisitions,

(l)            Investments in the form of capital contributions and the acquisition of Stock made by (i) any Loan Party in any other Loan Party (other than capital contributions to or the acquisition of Stock of Parent), (ii) any Loan Party in a non-Loan Party in an amount not to exceed $2,500,000 at any one time outstanding and inclusive of the loans outstanding under clause (d) of the definition of “Permitted Intercompany Advances”, and (iii) any non-Loan Party in another non-Loan Party,

(m)          Investments resulting from entering into (i) Bank Product Agreements, or (ii) agreements relative to Indebtedness that is permitted under clause (h) of the definition of Permitted Indebtedness,

(n)           Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition,

(o)           Loans and advances to employees, directors, officers and consultants (i) in the ordinary course of business in an aggregate principal amount not to exceed $1,000,000 at any time outstanding during the term of the Agreement and (ii) to pay taxes in respect of Stock issued under any stock option deferred compensation or similar benefit plans in an amount not to exceed $1,000,000 in the aggregate at any one time outstanding,

(p)           so long as no Event of Default has occurred and is continuing or would result therefrom, any other Investments in an aggregate amount not to exceed $15,000,000 at any time outstanding during the term of the Agreement,

(q)           any Investment in any Person to the extent such Investments represents the non-cash portion of the consideration received in connection with a Permitted Disposition,

(r)            the repurchase of Notes to the extent permitted hereunder and the Intercreditor Agreement,

(s)            any Investment so long as the Additional Basket Conditions are met, and

(t)            Investments permitted under the terms of the Preferred Payment Escrow Account.

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“Permitted Liens” means

(a)           Liens granted to, or for the benefit of, Agent to secure the Obligations,

(b)           Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do not have priority over Agent’s Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests,

(c)           judgment Liens arising solely as a result of the existence of judgments, orders, or awards that do not constitute an Event of Default under Section 8.3 of the Agreement,

(d)           Liens set forth on Schedule P-2 to the Agreement; provided, however, that to qualify as a Permitted Lien, any such Lien described on Schedule P-2 to the Agreement shall only secure the Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness in respect thereof,

(e)           the interests of lessors under operating leases and non-exclusive licensors under license agreements and Liens arising from precautionary UCC financing statement filings in respect of operating leases,

(f)            purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness and so long as (i) such Lien attaches only to the asset purchased or acquired and the proceeds thereof, and (ii) such Lien only secures the Indebtedness that was incurred to acquire the asset purchased or acquired or any Refinancing Indebtedness in respect thereof,

(g)           Liens arising by operation of law in favor of warehousemen, landlords, lessors, carriers, mechanics, materialmen, laborers, or suppliers, or other similar Liens, incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not more than 30 days past due after giving effect to any applicable grace period, or (ii) are the subject of Permitted Protests,

(h)           Liens on amounts deposited to secure Parent’s and its Subsidiaries’ obligations in connection with worker’s compensation or other unemployment insurance,

(i)            Liens on amounts deposited to secure Parent’s and its Subsidiaries’ obligations in connection with the making or entering into of bids, tenders, leases, purchase, construction, sales or servicing contracts and other similar obligations incurred in the ordinary course of business and not in connection with the borrowing of money,

(j)            Liens on amounts deposited to secure Parent’s and its Subsidiaries’ reimbursement obligations with respect to surety, performance, or appeal bonds obtained in the ordinary course of business,

(k)           with respect to any Real Property, minor survey exceptions, minor imperfections of title, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning restrictions or other restrictions as to the use of such Real Property that do not in the aggregate materially impair the use or operation thereof,

(l)            non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,

(m)          Liens that are replacements of Permitted Liens to the extent that the original Indebtedness (to the extent securing Indebtedness) is the subject of permitted Refinancing Indebtedness and so long as the replacement Liens only encumber those assets that secured the original Indebtedness,

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(n)           rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business and Liens granted to secure Indebtedness arising pursuant to clause (i) of the definition of Permitted Indebtedness,

(o)           Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Indebtedness,

(p)           Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods,

(q)           Liens solely on any cash earnest money deposits made by Parent or any of its Subsidiaries in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition,

(r)            Liens assumed by Parent or its Subsidiaries in connection with a Permitted Acquisition that secure Acquired Indebtedness,

(s)            Liens in favor of Notes Agent to secure the Notes Obligations, subject to the terms of the Intercreditor Agreement,

(t)            Liens in favor of any Loan Party,

(u)           other Liens on fixed assets, Equipment (excluding Eligible Vehicles to the extent the Borrower has not notified Agent in writing that the applicable Vehicle has ceased to be an Eligible Vehicle) and Real Property securing Indebtedness and as to which the aggregate amount of the obligations secured thereby does not exceed the lesser of (i) 120% of the fair market value of such Collateral or (ii) $10,000,000,

(v)           leases, subleases, licenses or sublicenses granted to others in the ordinary course of business or pursuant to a disposition otherwise permitted hereunder which do not materially interfere with the ordinary conduct of the business of Parent or its Subsidiaries and do not secure any Indebtedness,

(w)          Liens incurred under or in connection with lease and sale/leaseback transactions and novations and any refinancing thereof (and Liens securing obligations under lease transaction documents relating thereto), including, without limitation, Liens over the assets which are the subject of such lease, sale and leaseback, novations, refinancings, assets and contract rights related thereto (including, without limitation, the right to receive rental rebates or deferred sale payments), sub-lease rights, insurances relating thereto and rental deposits, in each case so long as such transactions are permitted hereunder,

(x)           Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes,

(y)           pledges or deposits to obtain or secure obligations with respect to banker’s acceptances, guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (i) and (j) above, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or services or imposed by ERISA or the IRC in connection with a Plan,

(z)           Liens securing Hedge Agreements that are otherwise permitted hereunder,

(aa)         Liens (A) granted to the trustee under any indenture securing compensation, re-imbursement and indemnity obligations of the Loan Parties to such trustee and (B) securing the amount owed under any

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indenture deposited with the trustee under any indenture to repay or re-deem any such Indebtedness (including amounts deposited with the trustee under the Existing Credit Facilities on the Closing Date to redeem the existing Indebtedness thereunder),

(bb)         the Liberty Mutual Account (as defined in the Security Agreement), and

(cc)         reserve or escrow accounts for the benefit of warrantholders of a Loan Party as required pursuant to the terms of the applicable warrant and with respect to distributions and dividends which were otherwise permitted hereunder at the time so reserved or deposited into escrow.

“Permitted Preferred Stock” means and refers to any Preferred Stock issued by Parent (and not by one or more of its Subsidiaries) that is not Prohibited Preferred Stock.

“Permitted Protest” means the right of Parent or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with respect to such obligation is established on Parent’s or its Subsidiaries’ books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by Parent or its Subsidiary, as applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of Agent’s Liens.

“Permitted Purchase Money Indebtedness” means, as of any date of determination, Purchase Money Indebtedness incurred after the Closing Date in an aggregate principal amount outstanding at any one time not in excess of $15,000,000.

“Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

“Platform” has the meaning specified therefor in Section 17.9(c) of the Agreement.

“Plan” has the meaning given to such term in Section 3(3) of ERISA.

“Post-Increase Revolver Lenders” has the meaning specified therefor in Section 2.14 of the Agreement.

“Pre-Increase Revolver Lenders” has the meaning specified therefor in Section 2.14 of the Agreement.

“Preferred Stock” means, as applied to the Stock of any Person, the Stock of any class or classes (however designated) that is preferred with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Stock of any other class of such Person.

“Prior Closing Date” means November 29, 2010.

“Prohibited Preferred Stock” means any Preferred Stock that by its terms is mandatorily redeemable (other than upon a change of control) or subject to any other payment obligation (including any obligation to pay dividends, other than dividends of shares of Preferred Stock of the same class and series payable in kind or dividends of shares of common stock) on or before a date that is less than 91 days after the Maturity Date, or, on or before the date that is less than 91 days after the Maturity Date, is

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redeemable at the option of the holder thereof for cash or assets or securities (other than distributions in kind of shares of Preferred Stock of the same class and series or of shares of common stock).

“Prohibited Transaction” means any transaction described in Section 406 of ERISA which is not exempt by reason of Section 408 of ERISA, and any transaction described in Section 4975(c) of the IRC which is not exempt by reason of Section 4975(c)(2) or Section 4975(d) of the IRC.

“Projections” means Parent’s forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with Parent’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

“Pro Rata Share” means, as of any date of determination:

(a)           with respect to a Lender’s obligation to make Advances and right to receive payments of principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Revolver Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolver Commitment, by (z) the aggregate Revolver Commitments of all Lenders, and (ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Advances by (z) the outstanding principal amount of all Advances,

(b)           with respect to a Lender’s obligation to participate in Letters of Credit and Reimbursement Undertakings, to reimburse the Issuing Lender, and right to receive payments of fees with respect thereto, (i) prior to the Revolver Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolver Commitment, by (z) the aggregate Revolver Commitments of all Lenders, and (ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Advances by (z) the outstanding principal amount of all Advances; provided, however, that if all of the Advances have been repaid in full and Letters of Credit remain outstanding, Pro Rata Share under this clause shall be determined based upon subclause (i) of this clause as if the Revolver Commitments had not been terminated or reduced to zero and based upon the Revolver Commitments as they existed immediately prior to their termination or reduction to zero.

(c)           [reserved], and

(d)           with respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 15.7 of the Agreement), (i) prior to the Revolver Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolver Commitment, by (z) the aggregate amount of Revolver Commitments of all Lenders, and (ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Advances, by (z) the outstanding principal amount of all Advances; provided, however, that if all of the Advances have been repaid in full and Letters of Credit remain outstanding, Pro Rata Share under this clause shall be determined based upon subclause (i) of this clause as if the Revolver Commitments had not been terminated or reduced to zero and based upon the Revolver Commitments as they existed immediately prior to their termination or reduction to zero.

“Properties” means any properties or assets owned, leased, or primarily operated by Parent or any of its Subsidiaries.

“Protective Advances” has the meaning specified therefor in Section 2.3(d)(i) of the Agreement.

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“Public Lender” has the meaning specified therefor in Section 17.9(c) of the Agreement.

“Purchase Money Indebtedness” means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

“Qualified Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Parent and its Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States.

“Reaffirmation” means that certain Reaffirmation of Loan Documents and Amendment to Guaranties dated as of the date hereof with respect to Loan Documents executed on the Prior Closing Date.

“Real Property” means any estates or interests in real property now owned or hereafter acquired by Parent or its Subsidiaries and the improvements thereto.

“Real Property Collateral” means the Real Property identified on Schedule R-1 to the Agreement and any Real Property hereafter acquired by Parent or its Subsidiaries (other than Excluded Real Property).

“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

“Refinancing Indebtedness” means refinancings, renewals, replacements, defeasements or extensions of Indebtedness so long as (x) except with respect to the Note Obligations:

(a)           such refinancings, renewals, replacements, defeasements, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, replaced, defeased, or extended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of accrued and unpaid interest and unfunded commitments with respect thereto,

(b)           such refinancings, renewals, replacements, defeasements, or extensions do not result in a shortening of the remaining average weighted maturity (measured as of the refinancing, renewal, replacement, defeasement or extension) of the Indebtedness so refinanced, renewed, replaced, defeased, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lenders,

(c)           if the Indebtedness that is refinanced, renewed, replaced, defeased, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, replaced, defeased, or extended Indebtedness, and

(d)           the Indebtedness that is refinanced, renewed, replaced, defeased, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, replaced, defeased, or extended,

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and (y) in the case of the Note Obligations, refinancings, renewals, replacements, defeasements or extensions thereof so long as such transaction is consummated in accordance with the Intercreditor Agreement.

“Register” has the meaning specified therefor in Section 2.3(f).

“Reimbursement Undertaking” has the meaning specified therefor in Section 2.11(a) of the Agreement.

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Party” means: (i) any family member (in the case of an individual) of a Person described in clause (i) of the definition of Permitted Holder; or (ii) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 50% or more controlling or beneficial interest of which consist of any one or more Permitted Holder.

“Remedial Action” means all actions taken to comply with Environmental Law, including (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.

“Replacement Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement.

“Report” has the meaning specified therefor in Section 15.16 of the Agreement.

“Reportable Event” has the meaning given to such term in Section 4043 of ERISA or the regulations thereunder, excluding any event for which the PBGC has by regulation waived the 30 day notice requirement, or a withdrawal from a plan described in Section 4063 of ERISA.

“Required Closing Availability” means that the sum of (a) Excess Availability, plus (b) cash and Cash Equivalents of Borrowers on hand exceeds $20,000,000.

“Required Lenders” means, at any time, Lenders whose aggregate Pro Rata Shares (calculated under clause (d) of the definition of Pro Rata Shares) exceed 50%; provided, however, that at any time there are 2 or more Lenders, “Required Lenders” must include at least 2 Lenders.

“Required Release Documents” means, with respect to a Vehicle encumbered by an Existing Lender, any document or certificate, (including but not limited to a Certificate), that Agent reasonably believes to be necessary in order to have the Liens of such Existing Lender released and removed from the relevant Certificate, and includes any document evidencing such Existing Lender’s release of its Lien on such Vehicle, including the power of attorney for such Existing Lender as may be required by Agent, appointing Agent or Vehicle Collateral Agent as such Existing Lender’s attorney in fact to release the Existing Lender’s Liens on such Vehicle.

“Restricted Junior Payment” means to (a) declare or pay any dividend or make any other payment

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or distribution (i) on account of Stock issued by Parent (including any payment in connection with any merger or consolidation involving Parent) or (ii) on account of Stock issued (x) by any Subsidiary of Parent or (y) to the direct or indirect holders of Stock issued by a Borrower in their capacity as such (other than dividends or distributions payable in Stock (other than Prohibited Preferred Stock) issued by Parent or dividends or distributions to a Borrower (other than Parent)), (b) purchase, redeem, make any sinking fund or similar payment, or otherwise acquire or retire for value (including in connection with any merger or consolidation involving Parent) any Stock issued by Parent, or (c) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire Stock of Parent now or hereafter outstanding.

“Revolver Commitment” means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 to the Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement or pursuant to Section 2.14 of the Agreement.

“Revolver Usage” means, as of any date of determination, the sum of (a) the amount of outstanding Advances, plus (b) the amount of the Letter of Credit Usage.

“Revolving Loan Exposure” means, with respect to any Revolving Lender, as of any date of determination (a) prior to the termination of the Revolver Commitments, the amount of such Lender’s Revolver Commitment, and (b) after the termination of the Revolver Commitments, the aggregate outstanding principal amount of the Advances of such Lender.

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

“Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC.

“S&P” has the meaning specified therefor in the definition of Cash Equivalents.

“SEC” means the United States Securities and Exchange Commission and any successor thereto.

“Securities Account” means a securities account (as that term is defined in the Code).

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Security Agreement” means an amended and restated security agreement, dated as of even date with the Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Borrowers and Guarantors to Agent.

“Settlement” has the meaning specified therefor in Section 2.3(e)(i) of the Agreement.

“Settlement Date” has the meaning specified therefor in Section 2.3(e)(i) of the Agreement.

“Solvent” means with respect to a particular date and entity, that on such date: (i) the fair value of

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the assets of such entity, including the earning potential of such assets as part of a reasonable going concern sale process conducted with appropriate diligence and speed by a reputable investment bank, would not be less than the total amount required to pay the probable liability of such entity on its total existing debts and liabilities as they become absolute and matured; (ii) such entity is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) such entity does not have, intend to incur or believe that it will incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature and become due in the normal course of business; (iv) such entity is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital; and (v) such entity is not a defendant in any civil action that would result in a final, non-appealable judgment of a court of competent jurisdiction for money damages that such entity would become unable to satisfy.

“Stock” means all shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

“Subsidiary” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the shares of Stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.

“Swing Lender” means WFCF or any other Lender that, at the request of Borrowers and with the consent of Agent agrees, in such Lender’s sole discretion, to become the Swing Lender under Section 2.3(b) of the Agreement.

“Swing Loan” has the meaning specified therefor in Section 2.3(b) of the Agreement.

“Swing Loan Exposure” means, as of any date of determination with respect to any Lender, such Lender’s Pro Rata Share of the Swing Loans on such date.

“Taxes” means any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein and all interest, penalties or similar liabilities with respect thereto.

“Tax Lender” has the meaning specified therefor in Section 14.2(a) of the Agreement.

“Total Commitment” means, with respect to each Lender, its Total Commitment, and, with respect to all Lenders, their Total Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 attached hereto or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement or pursuant to Section 2.14.

“Trademark Security Agreement” has the meaning specified therefor in the Security Agreement.

“Transactions” means the issuance of the Notes on the Closing Date, the entry into of this Agreement and the other Loan Documents, the repayment of the Existing Credit Facilities on or after the Closing Date, the repurchase and redemption in accordance with the certificate of designation of Parent’s Series A, B, C, D and E Preferred Stock on or after the Closing Date as otherwise permitted under this

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Agreement, the payment of premiums, fees and expenses in connection therewith and the transactions related thereto.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued.

“Underlying Issuer” means Wells Fargo or one of its Affiliates.

“Underlying Letter of Credit” means a Letter of Credit that has been issued by an Underlying Issuer.

“United States” means the United States of America.

“Vehicle” shall mean all trucks, trailers, tractors, and other substantially similar mobile equipment and other substantially similar vehicles used in the transportation of automobiles, wherever located.

“Vehicle Collateral Agency Agreement” means that certain Amended and Restated Collateral Agency Agreement dated as of the Closing Date, among Agent, Notes Agent, Administrative Borrower, and Vehicle Collateral Agent, and further amended or supplemented from time to time.

“Vehicle Collateral Agent” means Corporation Services Company, a Delaware corporation.

“Voidable Transfer” has the meaning specified therefor in Section 17.8 of the Agreement.

“Welfare Plan” has the meaning given to such term in Section 3(1) of ERISA.

“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association.

“WFCF” means Wells Fargo Capital Finance, LLC, a Delaware limited liability company.

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EX-10.1.2

Exhibit 10.1.2

AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment Number One to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of August 6, 2013, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and JACK COOPER HOLDINGS CORP., a Delaware corporation (“Parent”), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), and the undersigned Guarantors, on the other hand, in light of the following:

A.Agent, Lenders, and Borrowers have previously entered into that certain Amended and Restated Credit Agreement, dated as of June 18, 2013 (as amended from time to time, the “Agreement”);

B.Borrowers have requested a $25,000,000 Increase in the Revolver Commitments and the Maximum Revolver Amount pursuant to the accordion provision set forth in Section 2.14 of the Agreement, and the Lenders have agreed to such Increase.

C.Borrowers desire to purchase certain assets (the “Purchased Assets”) and assume certain designated liabilities of Allied Systems Holdings, Inc. and certain of its Subsidiaries (collectively, “Allied”) in connection with the bankruptcy cases under chapter 11 of the Bankruptcy Code filed on May 17, 2012 in the United States Bankruptcy Court for the District of Delaware, as jointly administered under Case No. 12-11564 (CSS) (the “US Allied Bankruptcy Case”) and under Part IV of the Companies’ Creditors Arrangement Act filed on June 12, 2012 in the Ontario Superior Court of Justice (the “Canadian Bankruptcy Court”) as administered under Court File No. 12-CV-9757-00CL (the “Canadian Allied Bankruptcy Case”, and together with the US Allied Bankruptcy Case, collectively, the “Allied Bankruptcy Cases”).  Parent desires to enter into that certain Asset Purchase Agreement (“Allied Purchase Agreement”) dated on or about the date hereof with Allied setting forth the terms of such asset purchase and such assumption of designated liabilities (such purchase and such assumption and the transactions contemplated by the Allied Purchase Agreement, the “Allied Acquisition”).  The Lenders have agreed to consent to the Allied Acquisition on the conditions set forth in Section 3 below.

Agent, Lenders and Borrowers have agreed to amend the Agreement and grant consent to the Allied Acquisition as set forth herein.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Agent, Lenders and Borrowers hereby agree as follows:

1.DEFINITIONS.  All initially capitalized terms used in this Amendment shall have the meanings given to them in the Agreement unless specifically defined herein.

2.AMENDMENTS.

(a)The cover page of the Agreement is hereby amended by deleting the reference to “Agent” therein and replacing such reference with “Lead Arranger, Sole Bookrunner, and Administrative Agent”.

(b)Schedule 1.1 of the Agreement is hereby amended by adding the following new definitions in alphabetical order:

1

“Allied Acquisition” means the purchase by Parent or a Designated Purchaser (as defined in Section 12.8(b) of the Allied Purchase Agreement) of certain assets and the assumption by Parent or a Designated Purchaser of certain designated liabilities of Allied Systems Holdings, Inc. and certain of its Subsidiaries (collectively, “Allied”) in connection with the bankruptcy cases under chapter 11 of the Bankruptcy Code filed on May 17, 2012 in the United States Bankruptcy Court for the District of Delaware, as jointly administered under Case No. 12-11564 (CSS) and, if the Purchased Assets include assets subject to such jurisdiction, under Part IV of the Companies’ Creditors Arrangement Act filed on June 12, 2012 in the Ontario Superior Court of Justice pursuant to the Allied Purchase Agreement.

“Allied Purchase Agreement” that certain Asset Purchase Agreement dated on or about the First Amendment Effective Date between Parent and Allied with respect to the Allied Acquisition, as in effect on or about the First Amendment Effective Date and amended, modified, supplemented or as the conditions thereunder may be waived from time to time pursuant to the terms therein in a manner not materially adverse to Agent or the Lenders.

“Availability Block” means (a) $10,000,000 so long as any Permitted MSD Indebtedness is outstanding or MSD has any commitment to extend credit resulting in the incurrence of Permitted MSD Indebtedness and (b) otherwise, $0; provided, the Availability Block set forth in clause (a) shall automatically be reduced by the aggregate amount of all payments of principal of Permitted MSD Indebtedness.

“First Amendment Effective Date” means August 6, 2013.

“MSD” means MSDC Management, L.P., MSD Credit Opportunity Fund, L.P., or any of their Affiliates.

“MSD-WFCF Intercreditor Agreement” means an intercreditor agreement between Agent and MSD with respect to Permitted MSD Indebtedness on terms acceptable to Agent.

“Permitted MSD Indebtedness” means Indebtedness incurred by Parent or any of its Subsidiaries to MSD for the sole purpose of financing the Allied Acquisition and to pay related fees and expenses in an aggregate principal amount not to exceed $100,000,000 and otherwise on terms and conditions reasonably acceptable to Agent (including, but not limited to, being subject to the MSD-WFCF Intercreditor Agreement) (it being agreed that the terms and conditions set forth in that certain commitment letter dated on or about August 6, 2013 between Parent and MSDC Credit Opportunity Fund, L.P., are reasonably acceptable to Agent), as the terms of such Indebtedness pursuant to the definitive loan documentation may be amended, modified or changed in a manner that is not prohibited by the terms of the MSD-WFCF Intercreditor Agreement.

(c)Schedule 1.1 of the Agreement is hereby amended by deleting the definitions of “Additional Notes” and “Maximum Revolver Amount” therein in their entirety and replacing them with the following:

“Additional Notes” means additional notes up to an aggregate principal amount of the sum of (x) $30,000,000, plus (y) in lieu of the Permitted MSD Indebtedness, $100,000,000 and, in each case, so long as (i) such notes are issued pursuant to the

2

terms set forth in the Notes Indenture as of the Closing Date and (ii) no Event of Default has occurred and is continuing or would result therefrom.

“Maximum Revolver Amount” means $100,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c) of the Agreement.

(d)The definition of “Applicable Margin” in Schedule 1.1 of the Agreement is hereby amended by (i) deleting each reference to “$50,000,000” therein and replacing each such reference with “66% of the Maximum Revolver Amount” and (ii) deleting each reference to $25,000,000 therein and replacing each such reference with “33% of the Maximum Revolver Amount”.

(e)The definition of “Applicable Unused Line Fee Percentage” in Schedule 1.1 of the Agreement is hereby amended by deleting each reference to “$37,500,000” therein and replacing each such reference with “50% of the Maximum Revolver Amount”.

(f)The definition of “Defaulting Lender” in Schedule 1.1 of the Agreement is hereby amended by deleting the reference to “on the date that it is required to do so under the Agreement” in clause (a) therein and replacing such reference with “within 1 Business Day of the date that it is required to do so under the Agreement”.

(g)The definition of “Permitted Acquisition” in Schedule 1.1 of the Agreement is hereby amended by deleting the reference to “$17,500,000” in clause (e) therein and replacing such reference with “20% of the Maximum Revolver Amount.”

(h)The definition of “Permitted Indebtedness” in Schedule 1.1 of the Agreement is hereby amended by deleting the “and” at the end of clause (t) therein, deleting the period at the end of clause (u) therein and replacing such period with “,” and adding the following new clauses (v) and (w) as follows:

“(v)Permitted MSD Indebtedness and any Refinancing Indebtedness in respect thereof, and

(w)to the extent constituting Indebtedness, certain designated liabilities assumed in connection with the Allied Acquisition.”

(i)The definition of “Permitted Liens” in Schedule 1.1 of the Agreement is hereby amended by deleting the “and” at the end of clause (bb) therein, deleting the period at the end of clause (cc) therein and replacing such period with “,” and adding the following new clauses (dd) and (ee) as follows:

“(dd)Liens in favor of MSD, any of its successors and assigns as holders of Permitted MSD Indebtedness, and any collateral agent, trustee or other representative holding Liens on behalf of any such Person to secure Permitted MSD Indebtedness and any Refinancing Indebtedness in respect thereof, subject to the terms of the MSD-WFCF Intercreditor Agreement, and

(ee)Permitted Encumbrances (as defined in the Allied Purchase Agreement).”

(j)The definition of “Refinancing Indebtedness” in Schedule 1.1 of the Agreement is hereby amended by deleting the reference to “Note Obligations” immediately prior to clause (a) therein and replacing such reference with “Note Obligations or any Permitted MSD Indebtedness”, deleting the “and” at the beginning of clause (y) therein, deleting the period at the end of clause (y) therein and replacing such period with “, and”, and adding the following new clause (z) to the end of such definition:

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“(z) in the case of any Permitted MSD Indebtedness, refinancings, renewals, replacements, defeasements or extensions thereof so long as such transaction is consummated in accordance with the MSD-WFCF Intercreditor Agreement.”

(k)Clause (a)(ii)(A) of Section 2.1 of the Agreement is hereby amended by deleting such clause and replacing it with the following;

“(A)the Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the Availability Block, plus (3) the principal amount of Swing Loans outstanding at such time, and”

(l)Section 2.10 of the Agreement is hereby amended by adding a new clause (c) to the end of such section as follows:

“(c)for the account of Agent, audit, appraisal, and valuation fees and charges as follows: (i) a fee of up to $1,000 per day, per auditor, plus out-of-pocket expenses for each financial audit of Borrowers performed by personnel employed by Agent, (ii) if implemented, a fee of $1,000 per day, per applicable individual, plus out of pocket expenses for the establishment of electronic collateral reporting systems, and (iii) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits of Borrowers or their Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess Borrowers’ or their Subsidiaries’ business valuation; provided, however, that so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than 2 audits during any calendar year, or more than 1 full appraisal and 3 desktop appraisals of the Collateral during any calendar year.”

(m)Clause (b)(iii) of Section 2.11 of the Agreement is hereby amended by deleting such clause and replacing it with the following:

“(iii)the Letter of Credit Usage would exceed the Maximum Revolver Amount less the Availability Block less the outstanding amount of Advances (including Swing Loans).”

(n)Each of Section 2.11(k), 2.12(b)(ii), 2.12(d)(i), 2.13(a), and 16.1 of the Agreement is hereby amended by adding the following sentence to the end of such sections as follows:

“This provision shall survive the termination of this Agreement and the repayment in full of the Obligations.”

(o)Section 5.7 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“5.7Inspection.  Permit Agent, any Lender, and each of their duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to conduct appraisals and valuations, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as Agent or any Lender, as applicable, may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to Administrative Borrower.  The Loan Parties’ reimbursement obligations under this Section 5.7 shall be subject to Section 2.10.”

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(p)Clause (a)(i) of Section 6.7 of the Agreement is hereby amended by deleting the “or” immediately preceding the “(F)” therein and adding the following clause at the end thereof:

“(G) Refinancing Indebtedness in respect of the Permitted MSD Indebtedness, or”

(q)Clause (b)(i)(D) of Section 6.7 of the Agreement is hereby amended by deleting such clause and replacing it with the following:

“(D)the Notes Obligations or any Permitted MSD Indebtedness, except to the extent any such amendment, modification, or change is not prohibited by the terms of the Intercreditor Agreement or the MSD-WFCF Intercreditor Agreement, as applicable, and”

(r)Section 15.7 of the Agreement is hereby amended by deleting the reference “shall be obligated to pay to Agent such Lender’s ratable thereof” therein and replacing such reference with “shall be obligated to pay to Agent such Lender’s ratable share thereof”.

(s)Section 17.9 of the Agreement is hereby amended by (1) deleting the reference to “so long as such authorities are informed of the confidential nature of such information” in clause (iii) therein and (2) adding the reference “, in Agent’s or such Lender’s reasonable judgment, as applicable,” immediately after each reference to “shall be limited to the portion of the Confidential Information as” in each of clauses (iv) and (vi) therein.

(t)The Agreement is hereby amended by deleting the existing Schedule C-1 in its entirety and replacing it with the schedule attached hereto as Exhibit A.

3.CONSENT.

(a)Pursuant to Section 6.11 of the Agreement, the Loan Parties are not permitted to directly or indirectly make or acquire any Investment other than Permitted Acquisitions and other Permitted Investments.  Notwithstanding such prohibition, Borrowers have requested the Lender Group consent to the Allied Acquisition.  The Lender Group hereby consents to the Allied Acquisition subject to the satisfaction of each of the following:

(i)(A) Borrowers acquire all right, title and interest in the Purchased Assets free and clear of all liens, claims, interests and encumbrances pursuant to section 363 of the Bankruptcy Code (other than with respect to liens permitted under clause (ee) of the definition of Permitted Liens), (B) an order approving the Allied Acquisition, in form and substance reasonably acceptable to Agent (a “363 Sale Order”), is entered in the US Allied Bankruptcy Case and, if the Purchased Assets include assets subject to the jurisdiction of the Canadian Bankruptcy Court, the Canadian Allied Bankruptcy Case approving the Allied Acquisition free and clear of liens, claims, interests and encumbrances (other than with respect to Liens permitted under clause (ee) of the definition of Permitted Liens), (C) the Allied Acquisition is conducted pursuant to a process in the Allied Bankruptcy Cases that is reasonably acceptable to Agent in all material aspects (including notice to interested parties, the bidding procedures, an auction, and the facts and evidence supporting a finding that the Allied Acquisition was in “good faith” pursuant to section 363(m) of the Bankruptcy Code), (D) as of the closing of the Allied Acquisition, the 363 Sale Order with respect to the US Allied Bankruptcy Case and, if applicable, the 363 Sale Order with respect to the Canadian Allied Bankruptcy Case, are in full force and effect and shall not be stayed, and shall not have been vacated, reversed, modified or amended without the written consent of Agent except to the extent the 363 Sale Order is amended or modified, such amendment or modification is reasonably acceptable to Agent and Lenders, and (E) the 363 Sale Order with respect to the US Allied Bankruptcy Case includes findings supported by evidence that the 363 Sale qualifies as a “good faith” transaction under section 363(m) of the Bankruptcy Code;

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(ii)Borrowers shall have complied with clauses (a), (b) (allowing for any Permitted MSD Indebtedness), (g) (other than the notice requirement), and (j) (allowing for non-U.S. Purchased Assets to be purchased by a “Designated Purchaser” as defined in the Allied Purchase Agreement) of the definition of “Permitted Acquisition” with respect to the Allied Acquisition;

(iii)Borrowers shall provide Agent with their due diligence package relative to the Allied Acquisition, including forecasted pro forma balance sheets, profit and loss statements, and cash flow statements of Parent and its Subsidiaries combined with the Purchased Assets, all prepared on a basis consistent with Parent’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions for the 5-year period following the date of the proposed Allied Acquisition, on a month by month basis for the first 1st year and an annual basis thereafter for the succeeding 4 years), in form and substance (including as to scope and underlying assumptions) reasonably satisfactory to Agent;

(iv)Borrowers shall have pro forma Excess Availability after consummation of the Allied Acquisition (such calculation shall not include any Purchased Assets unless Agent has received results satisfactory to it in its Permitted Discretion of an appraisal and field exam of such assets) of at least $20,000,000;

(v)[Reserved];

(vi)prior to the inclusion of any Purchased Assets in the Borrowing Base, completion by Agent of a field exam and appraisal of such assets, the results of which shall be satisfactory to Agent in its Permitted Discretion;

(vii)the Purchased Assets (other than a de minimis amount of assets in relation to the assets being acquired) are located within the United States, Canada, or Mexico;

(viii)the cash purchase consideration payable in respect of the Allied Acquisition (including deferred payment obligations but excluding any assumed designated liabilities) shall not exceed $125,000,000; and

(ix)the Allied Acquisition is consummated no later than December 31, 2013.

(b)Notwithstanding that the Allied Acquisition is not a Permitted Acquisition pursuant to the terms of the Agreement, so long as the foregoing conditions are met, for purposes of the definition of “EBITDA”, the Agent and Lenders hereby agree that such acquisition shall be deemed a “Permitted Acquisition”.  For the avoidance of doubt, the purchase of assets in connection with the Allied Acquisition shall not be deemed to be “unfinanced Capital Expenditures” for purposes of the calculation of the Fixed Charge Coverage Ratio.

(c)Such consents provided for herein are limited to the specifics hereof, shall not apply with respect to any request for consent not specifically mentioned herein, or any other facts or occurrences other than those on which the same are based, shall not excuse future non-compliance with the Agreement and shall not be a practical construction, course of conduct or course of performance under the Agreement or under the Loan Documents.

4.JOINDER OF ADDITIONAL LENDER.  Barclays Bank PLC (“Additional Lender”) desires to become a Lender pursuant to the terms of the Agreement and in connection with the increase in the Revolver Commitments set forth herein.  Accordingly, the parties hereto agree as follows:

(a)Additional Lender hereby acknowledges, agrees and confirms that, by its execution of this Amendment, Additional Lender will be deemed to be a party to the Agreement and a “Lender” for all

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purposes of the Agreement and the other Loan Documents, and shall have all of the rights and obligations of a Lender thereunder as fully as if it has executed the Agreement and the other Loan Documents.  Additional Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in this Amendment, the Agreement and in the Loan Documents which are binding upon the Lenders, including, without limitation all of the authorizations of the Lenders set forth in Section 15 of the Agreement, as supplemented or modified from time to time in accordance with the terms thereof.

(b)Additional Lender agrees that, at any time and from time to time, upon the written request of Agent, it will execute and deliver such further documents and do such further acts and things as Agent may reasonably request in order to effect the purposes of the Agreement and this Section 4.

(c)Upon becoming a Lender under the Loan Documents and after giving effect hereto, Additional Lender’s Revolver Commitment under the Loan Documents shall be as set forth in the revised Schedule C-1 attached hereto as Exhibit A.

(d)Additional Lender (i) acknowledges it has received a copy of the Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement on the basis of which it has made such analysis and decision, and (ii) agrees that it will, independently and without reliance on Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents.

5.REPRESENTATIONS AND WARRANTIES.

(a)Each Borrower hereby affirms to Agent and Lenders that all of such Borrower’s representations and warranties set forth in the Agreement, after giving effect to this Amendment, are true, complete and accurate in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date).

(b)Each Borrower and Guarantor represents and warrants (i) it has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended hereby) to which it is a party and (ii) the execution, delivery and performance by each Borrower and Guarantor of this Amendment has been duly approved by all necessary corporate action and does not (A) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries or (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Loan Party or its Subsidiaries except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change.

(c)Each Borrower and Guarantor represents and warrants this Amendment (i) has been duly executed and delivered by such Borrower or Guarantor, (ii) is the legal, valid and binding obligation of such Borrower or Guarantor, enforceable against such Borrower or Guarantor in accordance with its terms, and is in full force and effect, except to the extent that (A) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights or general principles of equity or (B) the availability of the remedies of specific performance or injunctive relief are subject to the discretion of the court before which any proceeding therefor may be brought, and (iii) does not and will not violate any material provision of the Governing Documents of any Loan Party or its Subsidiaries.

6.NO DEFAULTS.  Each Borrower hereby affirms to Agent and the Lenders that no Default or Event of Default has occurred and is continuing as of the date hereof.

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7.CONDITIONS PRECEDENT.  The effectiveness of this Amendment is expressly conditioned upon receipt by Agent of each of the following in form and substance satisfactory to Agent:

(a)a fully executed copy of (i) this Amendment executed by the Borrowers, Guarantors, Agent and the Lenders and (ii) an Amended and Restated Fee Letter executed by the Borrowers and Agent, and

(b)a commitment fee in the amount of $62,500 for the account of Additional Lender, which fee is non-refundable and due and payable in full as of the date first set forth above.

8.ACKNOWLEDGEMENT.  Each Borrower and Guarantor hereby acknowledges and reaffirms (a) all of its obligations and duties under the Loan Documents, and (b) that Agent, for the ratable benefit of the Lender Group, has and shall continue to have valid, perfected Liens in the Collateral (other than (i) in respect of Vehicles that are subject to a certificate of title and as to which Agent has elected not to note its Lien on the applicable certificate of title), (ii) Commercial Tort Claims and letter-of-credit rights that are not required to be perfected by the terms of the Security Agreement and (iii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.11 of the Agreement).

9.COSTS AND EXPENSES.  Borrowers shall pay to Agent all of Agent’s reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable and documented fees and expenses of its counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, and other fees) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents.

10.LIMITED EFFECT.  In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall govern.  In all other respects, the Agreement, as amended and supplemented hereby, shall remain in full force and effect.

11.COUNTERPARTS; EFFECTIVENESS.  This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original.  All such counterparts, taken together, shall constitute but one and the same Amendment.  This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto and satisfaction of each of the other conditions precedent set forth in Section 7 hereof.  This Amendment is a Loan Document and is subject to all the terms and conditions, and entitled to all the protections, applicable to Loan Documents generally.

12.CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE.  Section 12 of the Agreement is incorporated herein by reference mutatis mutandis.

13.REAFFIRMATION OF GUARANTIES.  Each of the undersigned Guarantors hereby reaffirms and agrees that (a) the Guaranty and the Loan Documents to which it is a party shall remain in full force and effect (including, without limitation, any security interests granted therein) after this Amendment is consummated as if consummated contemporaneously therewith, (b) nothing in the Loan Documents to which it is a party obligates Agent or the Lenders to notify such Guarantor of any changes in the financial accommodations made available to the Loan Parties or to seek reaffirmations of the Loan Documents to which such Guarantor is a party; and (c) no requirement to so notify such Guarantor or to seek such Guarantor’s reaffirmation in the future shall be implied by this Section 13.

[Signatures on next page.]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

WELLS FARGO CAPITAL FINANCE, LLC,
a Delaware limited liability company,
as Agent and a Lender
By:	/s/ Brandi Whittington
Name:	Brandi Whittington
Title:	Assistant Vice President

Amendment Number One to Amended and Restated Credit Agreement

S-1

BARCLAYS BANK PLC,
as a Lender
By:	/s/ Noam Azachi
Name:	Noam Azachi
Title:	Vice President

Amendment Number One to Amended and Restated Credit Agreement

S-2

JACK COOPER HOLDINGS CORP.,
a Delaware corporation
By:	/s/ Michael S. Testman
Title:	Michael S. Testman
Name:	Chief Financial Officer
JACK COOPER TRANSPORT COMPANY, INC.,
a Delaware corporation
By:	/s/ Michael S. Testman
Title:	Michael S. Testman
Name:	Chief Financial Officer
PACIFIC MOTOR TRUCKING COMPANY,
a Missouri corporation
By:	/s/ Michael S. Testman
Title:	Michael S. Testman
Name:	Chief Financial Officer
AUTO HANDLING CORPORATION,
a Delaware corporation
By:	/s/ Michael S. Testman
Title:	Michael S. Testman
Name:	Chief Financial Officer
JACK COOPER LOGISTICS, LLC,
a Delaware limited liability company
By:	/s/ Michael S. Testman
Title:	Michael S. Testman
Name:	Chief Financial Officer

Amendment Number One to Amended and Restated Credit Agreement

S-3

JACK COOPER SPECIALIZED TRANSPORT, INC.,
a Delaware corporation,
as a Guarantor
By:	/s/ Michael S. Testman
Title:	Michael S. Testman
Name:	Chief Financial Officer
AUTO EXPORT SHIPPING, INC.,
a New Jersey corporation,
as a Guarantor
By:	/s/ Michael S. Testman
Title:	Michael S. Testman
Name:	Chief Financial Officer

Amendment Number One to Amended and Restated Credit Agreement

S-4

EXHIBIT A

Schedule C-1

Commitments

Lender	Revolver Commitment		Total Commitment
WELLS FARGO CAPITAL FINANCE, LLC	$	75,000,000	$	75,000,000
BARCLAYS BANK PLC	$	25,000,000	$	25,000,000
All Lenders	$	100,000,000	$	100,000,000

EX-10.1.3

Exhibit 10.1.3

AMENDMENT NUMBER TWO TO AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment Number Two to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of September 6, 2013, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and JACK COOPER HOLDINGS CORP., a Delaware corporation (“Parent”), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), and the undersigned Guarantors, on the other hand, in light of the following:

A.            Agent, Lenders, and Borrowers have previously entered into that certain Amended and Restated Credit Agreement, dated as of June 18, 2013 (as amended from time to time, the “Agreement”);

B.            Borrowers desire to purchase certain assets (the “Purchased Assets”) and assume certain designated liabilities of Allied Systems Holdings, Inc. and certain of its Subsidiaries (collectively, “Allied”) in connection with the bankruptcy cases under chapter 11 of the Bankruptcy Code filed on May 17, 2012 in the United States Bankruptcy Court for the District of Delaware, as jointly administered under Case No. 12-11564 (CSS) (the “US Allied Bankruptcy Case”) and under Part IV of the Companies’ Creditors Arrangement Act filed on June 12, 2012 in the Ontario Superior Court of Justice (the “Canadian Bankruptcy Court”) as administered under Court File No. 12-CV-9757-00CL (the “Canadian Allied Bankruptcy Case”, and together with the US Allied Bankruptcy Case, collectively, the “Allied Bankruptcy Cases”).  Parent desires to enter into that certain Asset Purchase Agreement (“Allied Purchase Agreement”) dated on or about the date hereof with Allied setting forth the terms of such asset purchase and such assumption of designated liabilities (such purchase and such assumption and the transactions contemplated by the Allied Purchase Agreement, the “Allied Acquisition”); and

C.            Agent, Lenders, and Borrowers have previously entered into that certain Amendment Number One to Amended and Restated Credit Agreement, dated as of August 6, 2013 (the “First Amendment”) whereby the Lenders agreed to amend the Agreement pursuant to the terms set forth therein and also consent to the Allied Acquisition subject to the requirements set forth therein (such requirements, the “Allied Acquisition Consent Terms”).

Agent, Lenders and Borrowers have agreed to amend the Agreement and also amend certain of the Allied Acquisition Consent Terms as set forth herein.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Agent, Lenders and Borrowers hereby agree as follows:

1.             DEFINITIONS.  All initially capitalized terms used in this Amendment shall have the meanings given to them in the Agreement unless specifically defined herein.

2.             AMENDMENTS.

(a)           Schedule 1.1 of the Agreement is hereby amended by adding the following new definitions in alphabetical order:

“Agreed WFCF Cap Cushion” means the result of (a) the dollar amount MSD agrees (as determined by Agent in its reasonable discretion) to input in clause (a) of the

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definition of “WFCF Cap” in the MSD-WFCF Intercreditor Agreement (using the draft MSD-WFCF Intercreditor Agreement sent to Borrowers from Agent’s legal counsel via email on July 19, 2013 at 4:33 p.m. PST)  minus (b) $200,000,000.

“Second Amendment Effective Date” means September 6, 2013.

(b)           Schedule 1.1 of the Agreement is hereby amended by deleting the definitions of “Allied Purchase Agreement”, “Availability Block”, and “Permitted MSD Indebtedness” therein in their entirety and replacing them with the following:

“Allied Purchase Agreement” that certain Asset Purchase Agreement dated on or about the Second Amendment Effective Date between Parent and Allied with respect to the Allied Acquisition, as in effect on or about the Second Amendment Effective Date and amended, modified, supplemented or as the conditions thereunder may be waived from time to time pursuant to the terms therein in a manner not materially adverse to Agent or the Lenders.

“Availability Block” means (a) $10,000,000 so long as any Permitted MSD Indebtedness is outstanding or MSD has any commitment to extend credit resulting in the incurrence of Permitted MSD Indebtedness and (b) otherwise, $0; provided, the Availability Block set forth in clause (a) shall automatically be reduced dollar-for-dollar by (i) the aggregate amount of all payments of principal of Permitted MSD Indebtedness and (ii) the Agreed WFCF Cap Cushion.

“Permitted MSD Indebtedness” means Indebtedness incurred by Parent or any of its Subsidiaries to MSD for the sole purpose of financing the Allied Acquisition and to pay related fees and expenses in an aggregate principal amount not to exceed $100,000,000 and otherwise on terms and conditions reasonably acceptable to Agent (including, but not limited to, being subject to the MSD-WFCF Intercreditor Agreement) (it being agreed that the terms and conditions set forth in that certain amended and restated commitment letter dated September 6, 2013 between Parent and MSD Credit Opportunity Fund, L.P., are reasonably acceptable to Agent), as the terms of such Indebtedness pursuant to the definitive loan documentation may be amended, modified or changed in a manner that is not prohibited by the terms of the MSD-WFCF Intercreditor Agreement.

(c)           Clause (a) of Schedule 3.6 of the Agreement is hereby amended by deleting the “90” referenced therein and replacing such reference with “180”.

(d)           Agent’s notice address set forth in Section 11 of the Agreement is hereby amended by deleting such address and replacing it with the following:

“prior to September 9, 2013:

WELLS FARGO CAPITAL FINANCE, LLC

150 S. Wacker Drive, Suite 2200

Chicago, IL 60606

Attn: Scott Collins, Vice President

Fax No.: 312.332.0424

on and after September 9, 2013:

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WELLS FARGO CAPITAL FINANCE, LLC

10 S. Wacker Drive, 13th Floor

Chicago, IL 60606

Attn: Scott Collins, Vice President

Fax No.: 312.332.0424”

3.             AMENDMENTS TO ALLIED ACQUISITION CONSENT TERMS.

(a)           Pursuant to the First Amendment, the Lenders previously consented to the Allied Acquisition subject to the Allied Acquisition Consent Terms.  Among such Allied Acquisition Consent Terms is the requirement that the cash purchase consideration payable in respect of the Allied Acquisition (including deferred payment obligations but excluding any assumed designated liabilities) not exceed $125,000,000 (the “Allied Consideration Cap”).  Notwithstanding such requirement, the Lenders hereby consent to increasing the Allied Consideration Cap to $135,000,000.

(b)           The Allied Acquisition Consent Terms also require Borrowers to have pro forma Excess Availability after consummation of the Allied Acquisition (such calculation shall not include any Purchased Assets unless Agent has received results satisfactory to it in its Permitted Discretion of an appraisal and field exam of such assets) of at least $20,000,000 (the “Excess Availability Threshold”).  Notwithstanding such requirement, the Lenders hereby consent to lowering the Excess Availability Threshold to $10,000,000.

(c)           Such amendments to the Allied Acquisition Consent Terms provided for herein are limited to the specifics hereof, shall not apply with respect to any request for consent not specifically mentioned herein, or any other facts or occurrences other than those on which the same are based, shall not excuse future non-compliance with the Agreement and shall not be a practical construction, course of conduct or course of performance under the Agreement or under the Loan Documents.  Such amendments to the Allied Acquisition Consent Terms provided for herein shall not affect or amend any of the other Allied Acquisition Consent Terms as set forth in the First Amendment.

4.             REPRESENTATIONS AND WARRANTIES.

(a)           Each Borrower hereby affirms to Agent and Lenders that all of such Borrower’s representations and warranties set forth in the Agreement, after giving effect to this Amendment, are true, complete and accurate in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date).

(b)           Each Borrower and Guarantor represents and warrants (i) it has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended hereby) to which it is a party and (ii) the execution, delivery and performance by each Borrower and Guarantor of this Amendment has been duly approved by all necessary corporate action and does not (A) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries or (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Loan Party or its Subsidiaries except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change.

(c)           Each Borrower and Guarantor represents and warrants this Amendment (i) has been duly executed and delivered by such Borrower or Guarantor, (ii) is the legal, valid and binding obligation of such Borrower or Guarantor, enforceable against such Borrower or Guarantor in accordance with its terms, and is in full force and effect, except to the extent that (A) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights or general principles of equity or (B) the availability of the remedies of specific performance or injunctive relief are subject to the discretion of the court before which any proceeding therefor may be

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brought, and (iii) does not and will not violate any material provision of the Governing Documents of any Loan Party or its Subsidiaries.

5.             NO DEFAULTS.  Each Borrower hereby affirms to Agent and the Lenders that no Default or Event of Default has occurred and is continuing as of the date hereof.

6.             CONDITIONS PRECEDENT.  The effectiveness of this Amendment is expressly conditioned upon receipt by Agent of each of the following in form and substance satisfactory to Agent:

(a)           a fully executed copy of this Amendment executed by the Borrowers, Guarantors, Agent and the Lenders; and

(b)           a fully executed copy of the commitment letter of even date herewith between Parent and MSD Credit Opportunity Fund, L.P.

7.             ACKNOWLEDGEMENT.  Each Borrower and Guarantor hereby acknowledges and reaffirms (a) all of its obligations and duties under the Loan Documents, and (b) that Agent, for the ratable benefit of the Lender Group, has and shall continue to have valid, perfected Liens in the Collateral (other than (i) in respect of Vehicles that are subject to a certificate of title and as to which Agent has elected not to note its Lien on the applicable certificate of title), (ii) Commercial Tort Claims  and letter-of-credit rights that are not required to be perfected by the terms of the Security Agreement and (iii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.11 of the Agreement).

8.             COSTS AND EXPENSES.  Borrowers shall pay to Agent all of Agent’s reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable and documented fees and expenses of its counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, and other fees) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents.

9.             LIMITED EFFECT.  In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall govern.  In all other respects, the Agreement, as amended and supplemented hereby, shall remain in full force and effect.

10.          COUNTERPARTS; EFFECTIVENESS.  This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original.  All such counterparts, taken together, shall constitute but one and the same Amendment.  This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto and satisfaction of each of the other conditions precedent set forth in Section 6 hereof.  This Amendment is a Loan Document and is subject to all the terms and conditions, and entitled to all the protections, applicable to Loan Documents generally.

11.          CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE.  Section 12 of the Agreement is incorporated herein by reference mutatis mutandis.

12.          REAFFIRMATION OF GUARANTIES.  Each of the undersigned Guarantors hereby reaffirms and agrees that (a) the Guaranty and the Loan Documents to which it is a party shall remain in full force and effect (including, without limitation, any security interests granted therein) after this Amendment is consummated as if consummated contemporaneously therewith, (b) nothing in the Loan Documents to which it is a party obligates Agent or the Lenders to notify such Guarantor of any changes in the financial accommodations made available to the Loan Parties or to seek reaffirmations of the Loan Documents to which such Guarantor is a party; and (c) no requirement to so notify such Guarantor or to seek such Guarantor’s reaffirmation in the future shall be implied by this Section 12.

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[Signatures on next page.]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

WELLS FARGO CAPITAL FINANCE, LLC,
a Delaware limited liability company,
as Agent and a Lender
By:	/s/ Brandi Whittington
Name:	Brandi Whittington
Title:	Assistant Vice President

Amendment Number Two to Amended and Restated Credit Agreement

S-1

BARCLAYS BANK PLC,
as a Lender
By:	/s/ Christopher R. Lee
Name:	Christopher R. Lee
Title:	Assistant Vice President

Amendment Number Two to Amended and Restated Credit Agreement

S-2

JACK COOPER HOLDINGS CORP.,
a Delaware corporation
By:	/s/ Theo Ciupitu
Title:	Executive Vice President
Name:	Theo Ciupitu
JACK COOPER TRANSPORT COMPANY, INC.,
a Delaware corporation
By:	/s/ Theo Ciupitu
Title:	Executive Vice President
Name:	Theo Ciupitu
PACIFIC MOTOR TRUCKING COMPANY,
a Missouri corporation
By:	/s/ Theo Ciupitu
Title:	Executive Vice President
Name:	Theo Ciupitu
AUTO HANDLING CORPORATION,
a Delaware corporation
By:	/s/ Theo Ciupitu
Title:	Executive Vice President
Name:	Theo Ciupitu
JACK COOPER LOGISTICS, LLC,
a Delaware limited liability company
By:	/s/ Theo Ciupitu
Title:	Executive Vice President
Name:	Theo Ciupitu

Amendment Number Two to Amended and Restated Credit Agreement

S-3

JACK COOPER SPECIALIZED TRANSPORT, INC.,
a Delaware corporation,
as a Guarantor
By:	/s/ Theo Ciupitu
Title:	Executive Vice President
Name:	Theo Ciupitu
AUTO EXPORT SHIPPING, INC.,
a New Jersey corporation,
as a Guarantor
By:	/s/ Theo Ciupitu
Title:	Executive Vice President
Name:	Theo Ciupitu

Amendment Number Two to Amended and Restated Credit Agreement

S-4

EX-10.1.4

Exhibit 10.1.4

AMENDMENT NUMBER THREE TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO AMENDED AND RESTATED SECURITY AGREEMENT

This Amendment Number Three to Amended and Restated Credit Agreement and Amendment Number One to Amended and Restated Security Agreement (this “Amendment”) is entered into as of April 2, 2015, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and JACK COOPER HOLDINGS CORP., a Delaware corporation (“Parent”), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), and the undersigned Guarantors, on the other hand, in light of the following:

A.Agent, Lenders, and Borrowers have previously entered into that certain Amended and Restated Credit Agreement, dated as of June 18, 2013 (as amended from time to time, the “Agreement”);

B.Agent, Lenders, Borrowers and Guarantors have previously entered into that certain Amended and Restated Security Agreement, dated as of June 18, 2013 (as amended from time to time, the “Security Agreement”); and

C.Borrowers wish to enter into a separate credit facility with MSD and have requested certain amendments to the Agreement and to the Security Agreement.

Agent, Lenders and Borrowers have agreed to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Agent, Lenders and Borrowers hereby agree as follows:

1.DEFINITIONS.  All initially capitalized terms used in this Amendment shall have the meanings given to them in the Agreement unless specifically defined herein.

2.AMENDMENTS.

(a)Schedule 1.1 of the Agreement is hereby amended by deleting the definition of “Agreed WFCF Cap Cushion”.

(b)Schedule 1.1 of the Agreement is hereby amended by deleting the definition of “Availability Block” therein in its entirety and replacing it with the following:

“Availability Block” means (a) $6,250,000 so long as any Permitted MSD Indebtedness is outstanding or MSD has any commitment to extend credit resulting in the incurrence of Permitted MSD Indebtedness and (b) otherwise, $0; provided, the Availability Block set forth in clause (a) shall automatically be reduced dollar-for-dollar (but in any event the Availability Block will never be less than $0) by the aggregate amount of all payments of principal of Permitted MSD Indebtedness.

(c)Schedule 1.1 of the Agreement is hereby amended by deleting the definition of “MSD” therein in its entirety and replacing it with the following:

“MSD” means MSDC JC Investments, LLC or any of its Affiliates.

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(d)Schedule 1.1 of the Agreement is hereby amended by deleting the definition of “Permitted MSD Indebtedness” therein in its entirety and replacing it with the following:

“Permitted MSD Indebtedness” means Indebtedness incurred by Parent or any of its Subsidiaries to MSD in an aggregate principal amount not to exceed the sum of $62,500,000 plus accrued paid in kind interest and otherwise on terms and conditions reasonably acceptable to Agent (including, but not limited to, being subject to the MSD-WFCF Intercreditor Agreement), as the terms of such Indebtedness pursuant to the definitive loan documentation may be amended, restated, modified, changed, refinanced or replaced in a manner that is not prohibited by the terms of the MSD-WFCF Intercreditor Agreement.

(e)Section 3.3 of the Agreement is hereby amended and restated in its entirety as follows:

3.3Maturity.  This Agreement shall continue in full force and effect for a term ending on the earlier of (i) June 18, 2018, or (ii) the date that is 90 days prior to the then extant maturity date of the Permitted MSD Indebtedness (the “Maturity Date”).  The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice to Administrative Borrower upon the occurrence and during the continuation of an Event of Default.

(f)Clause (i) of Section 6.7(a) of the Agreement is hereby amended and restated in its entirety as follows:

“(i)optionally prepay, redeem, defease, purchase or otherwise acquire any Indebtedness of Parent and its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Refinancing Indebtedness in respect of the Note Obligations (including the defeasance thereof), (D) offers to purchase the Notes in connection with asset sales pursuant to Section 3.9 of the Notes Indenture, (E) the Transactions, (F) prepayments of Permitted Preferred Stock with the proceeds of Permitted Preferred Stock so long as the prepayments are substantially contemporaneous with the accompanying sale, (G) in connection with Refinancing Indebtedness in respect of the Permitted MSD Indebtedness, (H) for any prepayments or payments of Permitted MSD Indebtedness so long as before and after giving effect to such payment (1) no Event of Default has occurred and is continuing and (2) Availability shall be no less than 30% of the Maximum Revolver Amount, (I) prepayments of Permitted MSD Indebtedness with proceeds from asset sales pursuant to Section 2.9(d)(ii) of the MSD Credit Agreement (as defined in the MSD-WFCF Intercreditor Agreement) so long as:  (x) promptly but in any event no later than the date that is 10 Business Days prior to any disposition the proceeds of which will be used for any such payment or prepayment, Administrative Borrower delivers written notice to Agent listing the assets to be disposed of, the sale price of the same, and the scheduled date of such disposition, (y) promptly but in any event, no later than the date that is 5 Business Days prior to such payment or prepayment, Administrative Borrower delivers to Agent a Borrowing Base Certificate demonstrating that immediately after giving effect to the applicable disposition of assets, no Overadvance will exist and (z) as of the date of such payment or prepayment the Additional Basket conditions are met, and (J) so long as no Event of Default exists at the time of payment or prepayment, contemporaneous exchange of Permitted MSD Indebtedness for Stock of Parent or prepayments or payments of Permitted MSD Indebtedness with the proceeds of the issuance of Stock of Parent to any Person (other than Parent or any of its Subsidiaries) so long as the prepayments or payments are substantially contemporaneous with the accompanying issuance or”

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(g)Section 8.7 of the Agreement is hereby amended and restated in its entirety as follows:

8.7Default Under Other Agreements.  If there is (a) an Event of Default as defined in the Notes Documents; (b) a default in one or more agreements to which a Loan Party or any of its Subsidiaries is a party with one or more third Persons relative to a Loan Party’s or any of its Subsidiaries’ Indebtedness involving an aggregate amount of $5,000,000 or more, and such default (after giving effect to any grace period therefor) (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s or its Subsidiary’s obligations thereunder; (c) an event of default (after giving effect to any grace period therefor) in or an involuntary early termination of one or more Hedge Agreements to which a Loan Party or any of its Subsidiaries is a party; or (d) a default under the Permitted MSD Indebtedness if such default (after giving effect to any grace period therefor) (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by the lenders thereunder, irrespective of whether exercised, to accelerate the maturity of the Loan Parties’ obligations thereunder;

(h)Schedule A-2, “Authorized Persons”, Schedule 4.1(b), “Capitalization of Borrowers”, Schedule 4.1(c), “Capitalization of Borrowers’ Subsidiaries”, Schedule 4.6(a), “States of Organization”, Schedule 4.6(b), “Chief Executive Offices”, Schedule 4.6(c), “Organizational Identification Numbers”, Schedule 4.11, “Employee Benefits”, Schedule 4.12, “Environmental Matters”, Schedule 4.13, “Intellectual Property”, Schedule 4.15, “Deposit Accounts and Securities Accounts”, Schedule 4.17, Material Contracts”, Schedule 4.30, “Locations of Inventory and Equipment”, and Schedule 4.31, “ERISA Matters” attached hereto shall hereby amend and restate, in their respective entireties, Schedule A-2, Schedule 4.1(b), Schedule 4.1(c), Schedule 4.6(a), Schedule 4.6(b), Schedule 4.6(c), Schedule 4.11, Schedule 4.12, Schedule 4.13, Schedule 4.15, Schedule 4.17, Schedule 4.30, and Schedule 4.31 to the Agreement.

(i)Schedule 1, “Commercial Tort Claims”, Schedule 6, “Pledged Companies” and Schedule 6(k), “Controlled Account Banks” attached hereto shall hereby amend and restate, in their respective entireties, Schedule 1, Schedule 6 and Schedule 6(k) to the Security Agreement.

3.REPRESENTATIONS AND WARRANTIES.

(a)Each Borrower hereby affirms to Agent and Lenders that all of such Borrower’s representations and warranties set forth in the Agreement, after giving effect to this Amendment, are true, complete and accurate in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date).

(b)Each Borrower and Guarantor represents and warrants (i) it has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended hereby) to which it is a party and (ii) the execution, delivery and performance by each Borrower and Guarantor of this Amendment has been duly approved by all necessary corporate action and does not (A) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries or (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Loan Party or its Subsidiaries except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change.

(c)Each Borrower and Guarantor represents and warrants this Amendment (i) has been duly executed and delivered by such Borrower or Guarantor, (ii) is the legal, valid and binding obligation of such Borrower or Guarantor, enforceable against such Borrower or Guarantor in accordance with its terms, and

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is in full force and effect, except to the extent that (A) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights or general principles of equity or (B) the availability of the remedies of specific performance or injunctive relief are subject to the discretion of the court before which any proceeding therefor may be brought, and (iii) does not and will not violate any material provision of the Governing Documents of any Loan Party or its Subsidiaries.

4.NO DEFAULTS.  Each Borrower hereby affirms to Agent and the Lenders that no Default or Event of Default has occurred and is continuing as of the date hereof.

5.CONDITIONS PRECEDENT.  The effectiveness of this Amendment is expressly conditioned upon the following:

(a)receipt by Agent of a fully executed copy of this Amendment in form and substance satisfactory to Agent;

(b)receipt by Agent of a fully executed copy of the MSD-WFCF Intercreditor Agreement in form and substance satisfactory to Agent;

(c)the completion of the funding of the Permitted MSD Indebtedness; and

(d)the receipt and satisfactory review by Agent of the MSD Credit Agreement (as defined in the MSD-WFCF Intercreditor Agreement) and any MSD Collateral Documents (as defined in the MSD-WFCF Intercreditor Agreement) requested by Agent, each certified by an Authorized Person.

6.ACKNOWLEDGEMENT.  Each Borrower and Guarantor hereby acknowledges and reaffirms (a) all of its obligations and duties under the Loan Documents, and (b) that Agent, for the ratable benefit of the Lender Group, has and shall continue to have valid, perfected Liens in the Collateral (other than (i) in respect of Vehicles that are subject to a certificate of title and as to which Agent has elected not to note its Lien on the applicable certificate of title), (ii) Commercial Tort Claims and letter-of-credit rights that are not required to be perfected by the terms of the Security Agreement and (iii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.11 of the Agreement).

7.COSTS AND EXPENSES.  Borrowers shall pay to Agent all of Agent’s reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable and documented fees and expenses of its counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, and other fees) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents.

8.LIMITED EFFECT.  In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall govern.  In all other respects, the Agreement, as amended and supplemented hereby, shall remain in full force and effect.

9.COUNTERPARTS; EFFECTIVENESS.  This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original.  All such counterparts, taken together, shall constitute but one and the same Amendment.  This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto and satisfaction of each of the other conditions precedent set forth in Section 5 hereof. This Amendment is a Loan Document and is subject to all the terms and conditions, and entitled to all the protections, applicable to Loan Documents generally.

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10.CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE.  Section 12 of the Agreement is incorporated herein by reference mutatis mutandis.

11.REAFFIRMATION OF GUARANTIES.  Each of the undersigned Guarantors hereby reaffirms and agrees that (a) the Guaranty and the Loan Documents to which it is a party shall remain in full force and effect (including, without limitation, any security interests granted therein) after this Amendment is consummated as if consummated contemporaneously therewith, (b) nothing in the Loan Documents to which it is a party obligates Agent or the Lenders to notify such Guarantor of any changes in the financial accommodations made available to the Loan Parties or to seek reaffirmations of the Loan Documents to which such Guarantor is a party; and (c) no requirement to so notify such Guarantor or to seek such Guarantor’s reaffirmation in the future shall be implied by this Section 11.

[Signatures on next page.]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

WELLS FARGO CAPITAL FINANCE, LLC,
a Delaware limited liability company,
as Agent and a Lender
By:	/s/ Brandi Whittington
Name:	Brandi Whittington
Title:	Vice President

Amendment Number Three to Amended and Restated Credit Agreement and

Amendment Number One to Amended and Restated Security Agreement

BARCLAYS BANK PLC,
as a Lender
By:	/s/ Marguerite Sutton
Name:	Marguerite Sutton
Title:

Amendment Number Three to Amended and Restated Credit Agreement and

Amendment Number One to Amended and Restated Security Agreement

BORROWERS:	JACK COOPER HOLDINGS CORP.,
	a Delaware corporation
	By:	/s/ Theo Ciupitu
	Title:	Executive Vice President
	Name:	Theo Ciupitu
	JACK COOPER TRANSPORT COMPANY, INC.,
	a Delaware corporation
	By:	/s/ Theo Ciupitu
	Title:	Executive Vice President
	Name:	Theo Ciupitu
	PACIFIC MOTOR TRUCKING COMPANY,
	a Missouri corporation
	By:	/s/ Theo Ciupitu
	Title:	Executive Vice President
	Name:	Theo Ciupitu
	AUTO HANDLING CORPORATION,
	a Delaware corporation
	By:	/s/ Theo Ciupitu
	Title:	Executive Vice President
	Name:	Theo Ciupitu
	JACK COOPER LOGISTICS, LLC,
	a Delaware limited liability company
	By:	/s/ Theo Ciupitu
	Title:	Executive Vice President
	Name:	Theo Ciupitu

Amendment Number Three to Amended and Restated Credit Agreement and

Amendment Number One to Amended and Restated Security Agreement

	AXIS LOGISTIC SERVICES, INC.,
	a Delaware corporation,
	By:	/s/ Theo Ciupitu
	Title:	Executive Vice President
	Name:	Theo Ciupitu
	JACK COOPER CT SERVICES, INC.,
	a Delaware corporation,
	By:	/s/ Theo Ciupitu
	Title:	Executive Vice President
	Name:	Theo Ciupitu
	JACK COOPER RAIL AND SHUTTLE, INC.,
	a Delaware corporation,
	By:	/s/ Theo Ciupitu
	Title:	Executive Vice President
	Name:	Theo Ciupitu
GUARANTORS:	JACK COOPER SPECIALIZED TRANSPORT, INC.,
	a Delaware corporation,
	By:	/s/ Theo Ciupitu
	Title:	Executive Vice President
	Name:	Theo Ciupitu
	AUTO EXPORT SHIPPING, INC.,
	a New Jersey corporation,
	By:	/s/ Theo Ciupitu
	Title:	Executive Vice President
	Name:	Theo Ciupitu

Amendment Number Three to Amended and Restated Credit Agreement and

Amendment Number One to Amended and Restated Security Agreement

EX-10.1.5

Exhibit 10.1.5

CONSENT AGREEMENT

THIS CONSENT AGREEMENT (“Agreement”) dated as of December 23, 2013 (the “Effective Date”) is made and entered into by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as agent for the Lenders (“Agent”), and, on the other hand, JACK COOPER HOLDINGS CORP. (“Parent”), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). Initially capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Credit Agreement (defined below).

RECITALS:

WHEREAS, Existing Borrowers, Agent, and Lenders have previously entered into that certain Amended and Restated Credit Agreement dated as of June 18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which, subject to the terms and conditions set forth therein, the Agent and Lenders have made certain credit facilities available to Borrowers; and

WHEREAS, in connection with the Allied Acquisition, Existing Borrowers have requested that Agent and Lenders consent to certain matters related to the restructuring of certain of Parent’s Subsidiaries; and

WHEREAS, Borrowers, Lenders, and Agent desire to enter into this Agreement in order to provide for the consent to the matters set forth herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Consent.

(a)Parent and its Subsidiaries are prohibited by Section 6.11 of the Credit Agreement from making Investments other than Permitted Investments and other limited exceptions. Borrowers have requested that Borrowers be able to allocate the purchase price of the Allied Acquisition to the capitalization of newly formed Subsidiaries of Parent in the form of indebtedness and equity in excess of the amounts set forth in clauses (g) and (l) of the definition of Permitted Investment in the Credit Agreement (such allocations and Investments, the “New Subsidiary Capital Allocation”; such capitalization split between Loan Parties and non-Loan Parties on a percentage basis, along with the total purchase price of the Allied Acquisition being allocated for such purpose is set forth in Schedule A attached hereto). Borrowers have requested that the Lender Group consent to the New Subsidiary Capital Allocation. Notwithstanding the terms of Section 6.11 or any other provision in the Credit Agreement, as of the Effective Date, the Lender Group hereby consents to the New Subsidiary Capital Allocation (without the use of the amounts set forth in clauses (g) and (l) or any other clause set forth in the definition of Permitted Investment in the Credit Agreement), agrees that the New Subsidiary Capital Allocation shall be excluded from the requirements set forth in Section 6.12 of the Credit Agreement and consents to the assignment of the intercompany notes entered into as part of the New Subsidiary Capital Allocation from a non-Loan Party to another non-Loan Party.

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(b)Parent and its Subsidiaries are prohibited by Section 6.4 of the Credit Agreement from conveying, selling, leasing, licensing, assigning, transferring or otherwise disposing of any assets other than Permitted Dispositions and other limited exceptions. Borrowers have requested that Jack Cooper Transport Company, Inc., which as of the Effective Date is the current 100% owner of the Stock of Jack Cooper Transport Canada, Inc., to be able to contribute such ownership and promissory note representing the loan made to Jack Cooper Transport Canada, Inc. to JCSV Dutch Coöperatief U.A., a wholly-owned indirect Subsidiary of Parent (such transfer, the “JCT Canada Disposition”). Borrowers have requested that the Lender Group consent to the JCT Canada Disposition. Notwithstanding the terms of Section 6.4 or any other provision of the Credit Agreement, as of the Effective Date, the Lender Group hereby consents to the JCT Canada Disposition (without the use of any baskets set forth in the exceptions to Section 6.4 of the Credit Agreement). Effective upon the JCT Canada Disposition, the Agent and the Lender Group hereby confirm that any security interest previously granted by Jack Cooper Transport Company, Inc. pursuant to the Loan Documents in the Stock of Jack Cooper Transport Canada, Inc. is hereby automatically terminated and released. The Agent and Lender Group agree to take all reasonable additional steps and to execute and deliver such other termination statements and other releases reasonably requested by Jack Cooper Transport Company, Inc. as may be necessary to release the security interest in the Stock of Jack Cooper Transport Canada, Inc.

(c)Parent and its Subsidiaries are prohibited by Section 6.4 of the Credit Agreement from conveying, selling, leasing, licensing, assigning, transferring or otherwise disposing of any assets other than Permitted Dispositions and other limited exceptions. Borrowers have requested that Jack Cooper Transport Company, Inc., which will be the 100% owner of the Stock of JCSV Dutch Coöperatief U.A. and JCSV III, LLC, each, a wholly-owned indirect Subsidiary of Parent, to be able to contribute such ownership and promissory note representing the loan made to JCSV Dutch Coöperatief U.A. to JCSV Dutch 1 C.V., a wholly-owned indirect Subsidiary of Parent (such transfer, the “Dutch Disposition”). Borrowers have requested that the Lender Group consent to the Dutch Disposition. Notwithstanding the terms of Section 6.4 or any other provision of the Credit Agreement, as of the Effective Date, the Lender Group hereby consents to the Dutch Disposition (without the use of any baskets set forth in the exceptions to Section 6.4 of the Credit Agreement).

2.Miscellaneous.

(a)Effect of Agreement. All references to (x) “Borrower” and “Borrowers” in the Credit Agreement and the other Loan Documents, (y) “Grantor” in the Security Agreement, and (z) “Obligor” and “Creditor” in the Intercompany Subordination Agreement, shall be deemed to include each New Borrower with the same force and effect as if such New Borrower was an original signatory thereto.

(b)Reaffirmation of Representations and Warranties. Each Borrower hereby affirms to Agent and Lenders that, subject to the delivery of the updated disclosure schedules to the Credit Agreement pursuant to Section 2(b)(3) of that certain Joinder and Consent Agreement dated as of December 13, 2013 among Borrowers, Guarantors, Lenders, and Agent, all of such Borrower’s representations and warranties set forth in the Credit Agreement and other Loan Documents are true, complete and accurate in all material respects as of the date hereof (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).

(c)Ratification. Each Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the Loan Documents to which it is a party effective as of the date hereof.

(d)Estoppel. To induce the Agent and Lenders to enter into this Agreement, Borrowers hereby acknowledge and agree that, as of the date hereof, no Default or Event of Default has occurred and is continuing and, in addition, there exists no right of offset, defense, counterclaim or objection in favor of any Borrower in respect to any Obligations.

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(e)Governing Law, Etc. This Agreement shall constitute a Loan Document and shall be subject to the provisions regarding governing law, waiver of jury trial, jurisdiction and venue applicable to the Credit Agreement.

(f)Costs and Expenses. Borrowers agree to pay on demand all reasonable costs and expenses of the Agent in connection with the preparation, execution, delivery and enforcement of this Agreement and all other agreements and instruments executed in connection herewith, including, without limitation, the fees and out-of-pocket expenses of the Agent’s counsel and the cost of any searches respecting each New Borrower or its respective assets.

(g)Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, including by facsimile signature, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Agreement. This Agreement shall become effective upon the execution of a counterpart of this Agreement by each of the parties hereto.

(h)Limited Effect. The consents set forth in Section 1 above shall be limited precisely as written and shall not be deemed to be (i) a waiver or modification of any other term or condition of the Credit Agreement or (ii) prejudice any right or remedy which Agent or the Lenders may now or in the future have under or in connection with the Credit Agreement. The terms and provisions contained herein are limited to the specifics hereof, shall not apply with respect to any Default or Event of Default, or any other facts or occurrences other than those on which the same are based, shall not excuse future non-compliance with the Credit Agreement, shall not be a practical construction, course of conduct or course of performance under the Credit Agreement, and, except as expressly set forth herein, shall not operate as a waiver or an amendment of any right, power, or remedy of Agent, nor as a consent to or waiver of any further or other matter, under the Loan Documents. Borrowers and Guarantors hereby acknowledge and reaffirm (i) all of their obligations and duties under the Loan Documents, and (ii) that Agent, for the ratable benefit of the Lender Group, has and shall continue to have valid, secured, Liens in the Collateral. In the event of a conflict between the terms and provisions of this Agreement and the terms and provisions of the Credit Agreement, the terms and provisions of this Agreement shall govern. In all other respects, the Credit Agreement, as amended and supplemented hereby, shall remain in full force and effect.

(i)Release.

(1)Except with respect to the rights of each Obligor expressly provided herein, in consideration of the agreements of Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Obligor, on behalf of itself and its successors and assigns (each Obligor and all such other persons being hereinafter referred to collectively as “Releasors” and individually as a “Releasor”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent and each Lender and all such other persons being hereinafter referred to collectively as “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Releasors may now or hereafter own, hold, have or claim to have against Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Agreement, for or on account of or in relation to, or in any way in connection with any of the Credit Agreement or any of the other Loan Documents or transactions thereunder or related thereto.

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(2)It is the intention of each Obligor that this Agreement and the release set forth above shall constitute a full and final accord and satisfaction of all claims they may have or hereafter be deemed to have against Releasees as set forth herein. In furtherance of this intention, each Obligor, on behalf of itself and each other Releasor, expressly waives any statutory or common law provision that would otherwise prevent the release set forth above from extending to claims that are not currently known or suspected to exist in any Releasor’s favor at the time of executing this Agreement and which, if known by Releasors, might have materially affected the agreement as provided for hereunder. Each Obligor, on behalf of itself and each other Releasor, acknowledges that it is familiar with Section 1542 of California Civil Code:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Each Obligor, on behalf of itself and each other Releasor, waives and releases any rights or benefits that it may have under Section 1542 to the full extent that it may lawfully waive such rights and benefits, and each Obligor, on behalf of itself and each other Releasor, acknowledges that it understands the significance and consequences of the waiver of the provisions of Section 1542 and that it has been advised by its attorney as to the significance and consequences of this waiver.

(3)Each Obligor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(j)Covenant Not to Sue. Each Obligor, on behalf of itself, each Releasor and its successors and assigns, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Obligor pursuant to Section 2(i)(1) above. If any Obligor or any of its successors or assigns violates the foregoing covenant, each Obligor, for itself and each other Releasor, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all documented and reasonable attorneys’ fees and out-of-pocket costs incurred by any Releasee as a result of such violation.

(k)Reaffirmation of Guaranties. Each of the undersigned Guarantors hereby reaffirms and agrees that (a) the Guaranty and the Loan Documents to which it is a party shall remain in full force and effect (including, without limitation, any security interests granted therein) after this Agreement is consummated as if consummated contemporaneously therewith, (b) nothing in the Loan Documents to which it is a party obligates Agent or the Lenders to notify such Guarantor of any changes in the financial accommodations made available to the Loan Parties or to seek reaffirmations of the Loan Documents to which such Guarantor is a party; and (c) no requirement to so notify such Guarantor or to seek such Guarantor’s reaffirmation in the future shall be implied by this Section 2(k).

3.Choice of Law and Venue; Jury Trial Waiver; Judicial Reference. Section 12 of the Credit Agreement is incorporated by reference herein mutatis mutandis.

[remainder of page left blank intentionally; signatures to follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

JACK COOPER HOLDINGS CORP.,
a Delaware corporation
By:	/s/ Michael S. Testman
Name:	Michael S. Testman
Title:	CFO
AUTO HANDLING CORPORATION,
a Delaware corporation
By:	/s/ Michael S. Testman
Name:	Michael S. Testman
Title:	CFO
JACK COOPER LOGISTICS, LLC,
a Delaware limited liability company
By:	/s/ Michael S. Testman
Name:	Michael S. Testman
Title:	CFO
JACK COOPER TRANSPORTATION COMPANY, INC.,
a Delaware corporation
By:	/s/ Michael S. Testman
Name:	Michael S. Testman
Title:	CFO
PACIFIC MOTOR TRUCKING COMPANY,
a Missouri corporation
By:	/s/ Michael S. Testman
Name:	Michael S. Testman
Title:	CFO

[Signatures continue on the following page.]

CONSENT AGREEMENT

AXIS LOGISTIC SERVICES, INC.,
a Delaware corporation,
as a Borrower
By:	/s/ Michael S. Testman
Name:	Michael S. Testman
Title:	CFO
JACK COOPER CT SERVICES, INC.,
a Delaware corporation
as a Borrower
By:	/s/ Michael S. Testman
Name:	Michael S. Testman
Title:	CFO
JACK COOPER RAIL AND SHUTTLE, INC.,
a Delaware corporation
as a Borrower
By:	/s/ Michael S. Testman
Name:	Michael S. Testman
Title:	CFO
JACK COOPER SPECIALIZED TRANSPORT INC.,
a Delaware corporation
as a Guarantor
By:	/s/ Michael S. Testman
Name:	Michael S. Testman
Title:	CFO
AUTO EXPORT SHIPPING, INC.,
a New Jersey corporation,
as a Guarantor
By:	/s/ Michael S. Testman
Name:	Michael S. Testman
Title:	CFO

[Signatures continue on the following page.]

CONSENT AGREEMENT

WELLS FARGO CAPITAL FINANCE, LLC
As Agent and a Lender
By:	/s/ Brandi Whittington
Name:	Brandi Whittington
Title:	Assistant Vice President

[Signatures continue on the following page.]

CONSENT AGREEMENT

BARCLAYS BANK PLC,
as a Lender
By:	/s/ Christopher R. Lee
Name:	Christopher R. Lee
Title:	Assistant Vice President

CONSENT AGREEMENT

SCHEDULE A

Allied Acquisition purchase price allocation:

Total:  $135,000,000

Loan Parties: 60%

Non-Loan Parties: 40%

EX-10.2.1

Exhibit 10.2.1

SECURITY AGREEMENT

This SECURITY AGREEMENT (this “Agreement”), dated as of June 18, 2013,  among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”), in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, Jack Cooper Holdings Corp. (the “Issuer”) has entered into that certain indenture dated as of the date hereof (as amended, amended and restated, extended, renewed, refinanced, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, the guarantors party thereto (the “Guarantors”), U.S. BANK NATIONAL ASSOCIATION, in its capacity as Trustee on behalf of the holders (the “Holders”) of the Notes (as defined below) and the Collateral Agent, pursuant to which the Issuer is issuing 9.25% Senior Secured Notes due 2020 (together with any Exchange Notes and Additional Notes, the “Notes”).  The Indenture requires that the Issuer and the Guarantors enter into this Agreement;

WHEREAS, pursuant to the Indenture, each of the Guarantors have agreed to guarantee to the Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (the “Guarantee”);

WHEREAS, following the date hereof, if not prohibited by the Indenture, the Grantors may incur Permitted Additional Pari Passu Obligations which are secured equally and ratably with the Grantors’ obligations in respect of the Notes in accordance with Section 28 of this Agreement;

WHEREAS, each Grantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Indenture, the Notes and any Permitted Additional Pari Passu Obligations Agreement and each is, therefore, willing to enter into this Agreement;

WHEREAS, the Collateral Agent has been appointed to serve as Collateral Agent under the Indenture and, in such capacity, to enter into this Agreement.

NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.Defined Terms.  All initially capitalized terms used herein (including in the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Indenture.  Any terms (whether capitalized or lower case) used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Indenture; provided, however, that to the extent that the Code is used to define any term used herein and if such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.  In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

(a)“Account” means an account (as that term is defined in Article 9 of the Code).

(b)“Account Debtor” means an account debtor (as that term is defined in the Code).

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(c)“Agreement” has the meaning specified therefor in the preamble to this Agreement.

(d)“Authorized Representative” means any duly authorized representative of any holder of Permitted Additional Pari Passu Obligations under any Permitted Additional Pari Passu Obligations Agreement designated as “Authorized Representative” for such holder in an Permitted Additional Pari Passu Secured Party Joinder delivered to the Collateral Agent.

(e)“Bank Collateral Agent” has the meaning given to such term in the Intercreditor Agreement.

(f)“Bankruptcy Code” means title 11 of the United States Code, as in effect from time to time.

(g)“Books” means books and records (including each Grantor’s Records indicating, summarizing, or evidencing such Grantor’s assets (including the Collateral) or liabilities, each Grantor’s Records relating to such Grantor’s business operations or financial condition, and each Grantor’s goods or General Intangibles related to such information).

(h)“CFC” means a controlled foreign corporation (as that term is defined in the IRC).

(i)“Chattel Paper” means chattel paper (as that term is defined in the Code), and includes tangible chattel paper and electronic chattel paper.

(j)“Closing Date” means the “Issue Date” as defined in the Indenture.

(k)“Code” means the New York Uniform Commercial Code as in effect from time to time; provided, however, that in the event that by reason of mandatory provisions of law, any or all of the attachment, perfection, priority or remedies with respect to the Collateral Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies.

(l)“Collateral” has the meaning specified therefor in Section 2.

(m)“Collateral Agent” has the meaning specified therefor in the preamble to this Agreement.

(n)“Commercial Tort Claims” means commercial tort claims (as that term is defined in the Code), and includes those commercial tort claims listed on Schedule 1.

(o)“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et. seq.), as amended from time to time, and any successor statute.

(p)“Compliance Certificate” means that certain Officer’s Certificate described in Section 4.4 of the Indenture.

(q)“Control Agreement” means a control agreement, in form and substance reasonably satisfactory to the Collateral Agent, executed and delivered by the Issuer or one of the other Grantors, the Collateral Agent, and the applicable securities intermediary (with respect to a Securities

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Account) or bank (with respect to a Deposit Account) granting “control” (within the meaning of the Code) over such account to the Collateral Agent.

(r)“Controlled Account” means each Deposit Account of any Grantor, other than (i) any Excluded Deposit Account and (ii) any other Deposit Account (x) with respect to which at any time prior to the Discharge of Credit Facility Obligations (as such term is defined in the Intercreditor Agreement), the Bank Collateral Agent has not obtained a control agreement and (y) at any time after the Discharge of Credit Facility Obligations, (A) which is a controlled disbursement account which does not maintain cash balances, (B) which is a zero balance account, (C) which is a local terminal account which receives no deposits, (D) which holds a balance of not more than $250,000 at any time taken in the aggregate with all other Deposit Accounts excluded under this clause (D) at such time and (E) the Preferred Payment Escrow Account (as defined in the ABL Credit Agreement as of the date hereof).

(s)“Copyrights” means any and all rights in any works of authorship, including (i) copyrights and moral rights, (ii) copyright registrations and recordings thereof and all applications in connection therewith including those listed on Schedule 2, (iii) income, license fees, royalties, damages, and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (iv) the right to sue for past, present, and future infringements thereof, and  (v) all of each Grantor’s rights corresponding thereto throughout the world.

(t)“Copyright Security Agreement” means each Copyright Security Agreement executed and delivered by Grantors, or any of them, and the Collateral Agent, in substantially the form of Exhibit A.

(u)“Deposit Account” means a deposit account (as that term is defined in the Code).

(v)“Equipment” means equipment (as that term is defined in the Code).

(w)“Eligible Cash Equivalents” has the meaning specified therefor in the Indenture.

(x)“Event of Default” shall mean an “Event of Default” under and as defined in the Indenture or any Permitted Additional Pari Passu Obligations Agreement.

(y)“Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time.

(z)“Excluded Collateral” shall have the meaning ascribed to such term in Section 2.

(aa)“Excluded Deposit Account” means any Deposit Account or Securities Account the balance of which consists exclusively of (a) withheld income taxes and federal, state or local employment taxes in such amounts as are required to be paid to the Internal Revenue Service or state or local government agencies within the following two months with respect to employees of any Grantor and (b) amounts required to be paid over to an employee benefit plan pursuant to Department of Labor Regulation Sec. 2510.3-102 on behalf of or for the benefit of employees of any Grantor, and all segregated Deposit Accounts constituting (and the balance of which consists solely of funds set aside in connection with) tax accounts, payroll accounts and trust accounts and (c) pledges and deposits permitted by clauses (h), (i), (j), (q), (x), (y), (z), (aa) and (cc) of the definition of Permitted Liens in the ABL Credit Agreement as in effect on the date hereof.

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(bb)“Fixtures” means fixtures (as that term is defined in the Code).

(cc)“General Intangibles” means general intangibles (as that term is defined in the Code), and includes payment intangibles, contract rights, rights to payment, rights under Hedge Agreements (including the right to receive payment on account of the termination (voluntarily or involuntarily) of any such Hedge Agreements), rights arising under common law, statutes, or regulations, choses or things in action, goodwill, Intellectual Property, Intellectual Property Licenses, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership or limited liability company which do not constitute a security under Article 8 of the Code, and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable Collateral, and oil, gas, or other minerals before extraction.

(dd)“Grantor” and “Grantors” have the respective meanings specified therefor in the preamble to this Agreement.

(ee)“Guarantee” shall have the meaning ascribed to such term in the recitals hereto.

(ff)“Indenture” has the meaning specified therefor in the recitals to this Agreement.

(gg)“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

(hh)“Intellectual Property” means any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions (whether or not patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints, drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other forms of technology or proprietary information of any kind, including all rights therein and all applications for registration or registrations thereof.

(ii)“Intellectual Property Licenses” means, with respect to any Person (the “Specified Party”), (i) any licenses or other similar rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person, and (ii) any licenses or other similar rights provided to any other Person in or with respect to Intellectual Property owned or controlled by the Specified Party, in each case, including (A) any software license agreements (other than license agreements for commercially available off-the-shelf software that is generally available to the public which have been licensed to a Grantor pursuant to end-user licenses), (B) the license agreements listed on Schedule 3, and (C) the right to use any of the licenses or other similar rights described in this definition in connection with the enforcement of the Secured Parties’ rights under the Notes Documents.

(jj)“Inventory” means inventory (as that term is defined in the Code).

(kk)“Investment Related Property” means (i) any and all investment property (as that term is defined in the Code), and (ii) any and all of the following (regardless of whether classified as

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investment property under the Code):  all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements, but excluding, in each case, the Excluded Collateral.

(ll)“IRC” means the Internal Revenue Code of 1986, as in effect from time to time.

(mm)“Joinder” means each Joinder to this Agreement executed and delivered by the Collateral Agent and each of the other parties listed on the signature pages thereto, in substantially the form of Annex 1.

(nn)“Liberty Mutual Account” means the “Escrow Account” with a balance not to exceed $2,250,378.06 described in that certain Confidential Settlement Agreement and Release, dated as of June 1, 2012, by and between Liberty Mutual Insurance Company and Liberty Mutual Fire Insurance Company, Inc. (collectively, “Liberty Mutual”), on the one hand, and Jack Cooper Transport and certain of its Subsidiaries and Affiliates, on the other hand, with respect to certain contingent obligations of Jack Cooper Transport to Liberty Mutual.

(oo)“Material Adverse Change” means (a) a material adverse change in the business, operations, results of operations, assets, liabilities or financial condition of Parent and its Subsidiaries, taken as a whole, (b) a material impairment of the Issuer’s and its Subsidiaries’ ability to perform their material obligations under the Notes Documents to which they are parties or of the Secured Parties’ ability to enforce the Notes Obligations or realize upon a material portion of the Collateral, or (c) a material impairment of the enforceability or priority of Collateral Agent’s Liens with respect to a material portion of the Collateral as a result of an action or failure to act on the part of Issuer or its Subsidiaries.

(pp)“Negotiable Collateral” means letters of credit, letter-of-credit rights, instruments, promissory notes, drafts and documents (as each such term is defined in the Code).

(qq)“Notes Documents” means the Indenture, the Notes, the Permitted Additional Pari Passu Obligations Agreements, the Security Documents and any document or instrument executed pursuant thereto.

(rr)“Notes Obligations” means all obligations and all amounts owing, due or secured under the Indenture, the Notes and the Security Documents, whether now existing or arising hereafter, including all principal, premium, interest, fees, attorneys’ fees, costs, expenses, reimbursement obligations, indemnities, guarantees, and all other amounts payable under or secured by the Indenture, the Notes and the Security Documents (including, in each case, all interest, fees and amounts accruing on or after the commencement of any insolvency or bankruptcy proceeding relating to any Grantor whether or not allowed or allowable in such proceeding, but excluding any Permitted Additional Pari Passu Obligations).

(ss)“Notes Secured Parties” means the holders of the Notes and the Trustee.

(tt)“Patents” means patents and patent applications, including (i) the patents and patent applications listed on Schedule 4, (ii) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (iii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (iv) the right to sue for past, present, and future infringements thereof, and (v) all of each Grantor’s rights corresponding thereto throughout the world.

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(uu)“Patent Security Agreement” means each Patent Security Agreement executed and delivered by Grantors, or any of them, and the Collateral Agent, in substantially the form of Exhibit B.

(vv)“Perfection Certificate” shall mean that certain perfection certificate dated as of the date hereof, executed and delivered by each Grantor in favor of the Collateral Agent for the benefit of the Secured Parties.

(ww)“Permitted Additional Pari Passu Obligations” means Indebtedness of Issuer or the Guarantors issued following the date of this Agreement to the extent (1) such Indebtedness is not prohibited by the terms of the Indenture and each then extant Permitted Additional Pari Passu Obligations Agreement from being secured by Liens on the Collateral ranking pari passu with the Liens securing the Notes Obligations, (2) such Indebtedness or other obligations constitute “Permitted Additional Pari Passu Obligations” as defined in the Indenture, and (3) such Indebtedness has been designated pursuant to Section 28 and the Authorized Representative for the holders of such Indebtedness has executed and delivered to the Collateral Agent  the Permitted Additional Pari Passu Secured Party Joinder, and shall include all obligations and all amounts owing or due under the Permitted Additional Pari Passu Obligations Agreements, whether now existing or arising hereafter, including all principal, premium, interest, fees, attorneys’ fees, costs, charges, expenses, reimbursement obligations, indemnities, guarantees, and all other amounts payable under any Permitted Additional Pari Passu Obligations Agreement (including, in each case, all interest, fees and other amounts accruing on or after the commencement of any insolvency or bankruptcy proceeding relating to any Grantor whether or not allowed or allowable in such proceeding).

(xx)“Permitted Additional Pari Passu Secured Party Joinder” means a joinder substantially in the form of Exhibit E to this Agreement executed by the Authorized Representative of any holders of Permitted Additional Pari Passu Obligations pursuant to Section 28.

(yy)“Permitted Additional Pari Passu Obligations Agreement” means any indenture, credit agreement or other agreement under which any Permitted Additional Pari Passu Obligations are incurred.

(zz)“Permitted Additional Secured Parties” means the holders from time to time of Permitted Additional Pari Passu Obligations and the authorized representative for any such Permitted Additional Pari Passu Obligations.

(aaa)“Permitted Liens” means “Permitted Liens” (as defined in the Indenture) that are not prohibited by any Permitted Additional Pari Passu Obligations Agreement.

(bbb)“Permitted Discretion” means a determination made in the exercise of good faith and reasonable (from the perspective of a secured note holder) business judgment.

(ccc)“Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts or other organizations, irrespective of whether they are legal entities and governments and agencies and political subdivisions thereof.

(ddd)“Pledged Companies” means each Person listed on Schedule 6 as a “Pledged Company”, together with each other Person, all or a portion of whose Stock is acquired or otherwise owned by a Grantor after the Closing Date.

(eee)“Pledged Interests” means all of each Grantor’s right, title and interest in and to all of the Stock now owned or hereafter acquired by such Grantor, regardless of class or designation,

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including in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Stock, the right to receive any certificates representing any of the Stock, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing, but excluding any Excluded Collateral.

(fff)“Pledged Interests Addendum” means a Pledged Interests Addendum substantially in the form of Exhibit C.

(ggg)“Pledged Note” has the meaning specified therefor in Section 5(i).

(hhh)“Pledged Operating Agreements” means all of each Grantor’s rights, powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies.

(iii)“Pledged Partnership Agreements” means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

(jjj)“Preferred Payment Escrow Account” has the meaning specified therefor in the ABL Credit Agreement.

(kkk)“Proceeds” has the meaning specified therefor in Section 2.

(lll)“PTO” means the United States Patent and Trademark Office.

(mmm)“Real Property” means any estates or interests in real property now owned or hereafter acquired by any Grantor and the improvements thereto.

(nnn)“Records” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

(ooo)“Required Secured Parties” means Secured Parties holding majority in the aggregate principal amount of the outstanding Secured Obligations.

(ppp)“Rescission” has the meaning specified therefor in Section 6(k).

(qqq)“SEC” means the United States Securities and Exchange Commission and any successor thereto.

(rrr)“Secured Obligations” means the collective reference to the Notes Obligations and Permitted Additional Pari Passu Obligations.

(a)“Secured Parties” means, collectively, the Collateral Agent, the Notes Secured Parties and any Permitted Additional Secured Parties.

(b)“Securities Account” means a securities account (as that term is defined in the Code).

(c)“Security Interest” has the meaning specified therefor in Section 2.

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(d)“Stock” means all shares, options, warrants, interests, participations or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

(e)“Supporting Obligations” means supporting obligations (as such term is defined in the Code), and includes letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments or Investment Related Property.

(f)“Swap Obligation” means, with respect to any Grantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

(g)“Trademarks” means any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including (i) the trade names, registered trademarks, trademark applications, registered service marks and service mark applications listed on Schedule 5, (ii) all renewals thereof, (iii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iv) the right to sue for past, present and future infringements and dilutions thereof, (v) the goodwill of each Grantor’s business symbolized by the foregoing or connected therewith, and (vi) all of each Grantor’s rights corresponding thereto throughout the world.

(h)“Trademark Security Agreement” means each Trademark Security Agreement executed and delivered by Grantors, or any of them, and the Collateral Agent, in substantially the form of Exhibit D.

(i)“URL” means “uniform resource locator,” an internet web address.

(j)“Vehicle” shall mean all trucks, trailers, tractors, and other substantially similar mobile equipment and other substantially similar vehicles used in the transportation of automobiles, wherever located.

(k)“Vehicle Collateral Agency Agreement” means that certain Amended and Restated Collateral Agency Agreement dated on June 18, 2013, among the Collateral Agent, the Bank Collateral Agent, and the Vehicle Collateral Agent, as amended or supplemented from time to time.

(l)“Vehicle Collateral Agent” means Corporation Services Company, a Delaware corporation.

(m)“VIN” has the meaning specified therefor in Section 5(h).

2.Grant of Security.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to the Collateral Agent, for the benefit of each Secured Party, to secure the Secured Obligations, a continuing security interest (hereinafter referred to as the “Security Interest”) in all of such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (the “Collateral”):

(a)all of such Grantor’s Accounts;

(b)all of such Grantor’s Books;

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(c)all of such Grantor’s Chattel Paper;

(d)all of such Grantor’s Deposit Accounts (other than the Excluded Deposit Accounts);

(e)all of such Grantor’s Equipment and Fixtures;

(f)all of such Grantor’s General Intangibles;

(g)all of such Grantor’s Inventory;

(h)all of such Grantor’s Investment Related Property;

(i)all of such Grantor’s Negotiable Collateral;

(j)all of such Grantor’s Supporting Obligations;

(k)all of such Grantor’s Commercial Tort Claims;

(l)all of such Grantor’s money, Eligible Cash Equivalents, or other assets of such Grantor that now or hereafter come into the possession, custody, or control of the Collateral Agent (or its agent or designee) or any Secured Party; and

(m)all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”).  Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or the Collateral Agent from time to time with respect to any of the Investment Related Property.

Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” (and any references thereto or to any assets comprising the “Collateral” (including the use of defined terms hereunder)) shall not include: (i) any of the outstanding Stock of any CFC held by a Grantor in excess of 65% of the voting power of all classes of Stock of such CFC entitled to vote; (ii) any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor to which any Grantor is a party or any of its rights or interest in any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor if the grant of a security interest or Lien therein shall constitute or would result in (a) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, or (b) a breach or termination pursuant to the terms of, or a default under, any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, or 9-409 of the Uniform Commercial Code of any applicable jurisdiction (or any successor provision or provisions) or any other applicable law; provided, however, that such security interest shall attach

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immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor  that does not result in any of the consequences specified in clauses (a) or (b) above; provided, further, that such security interest shall attach to the right to receive the payment of money (including, without limitation, Accounts and General Intangibles) or any other rights referred to in certain sections of the Uniform Commercial Code of any applicable jurisdiction (or any successor provision or provisions) and to the proceeds of any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor  (unless such proceeds would otherwise be excluded pursuant to clauses (a) or (b) above); (iii) any property for which attaching a security interest would result in the forfeiture of the Grantor’s rights over the property, including intent-to-use application for trademark or service mark registration prior to the filing and acceptance by the Patent and Trademark Office of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to use trademark or service mark applicable under applicable federal law; (iv) any Intellectual Property that is protectable, registered or applied for solely under the laws of jurisdictions outside the United States and any other assets located outside the United States, to the extent a Lien on such assets cannot be perfected by the filing of a UCC financing statement in the jurisdiction of organization of the applicable Grantor, (v)  Excluded Deposit Accounts, (vi) any asset securing Capital Lease Obligations permitted under the Indenture or Purchase Money Debt, in each case, to the extent the grant of a security interest or Lien thereon to the Collateral Agent is prohibited by the terms of such Indebtedness, (vii) any real property owned in fee having a fair market value of $3.0 million or less and any leased real property, (viii) any property or assets to the extent that any law applicable thereto prohibits the creation of a security interest therein or would require a consent not obtained of any Governmental Authority, (ix) any Stock in Persons that are not wholly-owned Subsidiaries of the Parent that are subject to an enforceable negative pledge provision, (x) the Liberty Mutual Account and the Preferred Payment Escrow Account and (xi) assets subject to Liens permitted pursuant to clause (o) of the definition of Permitted Liens in the ABL Credit Agreement as in effect on the date hereof and clause (xx) of the definition of Permitted Liens in the Indenture, in each case, to the extent the grant of a security interest or Lien thereon to the Collateral Agent is prohibited by the terms thereof and the value of assets securing such Lien pursuant to clause (xx) of the definition of Permitted Liens in the Indenture shall not exceed $15 million or such greater amount permitted by such clause (xx) if such clause (xx) is amended after the date hereof to permit a greater amount of Indebtedness (collectively, the “Excluded Collateral”).

In addition, to the extent necessary and for so long as required for a Grantor not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the Securities and Exchange Commission (or any other governmental agency), the Capital Interests and other securities of such Grantor shall not be included in the Collateral and shall not be subject to the Liens securing such Notes, the Note Guarantees and/or any Permitted Additional Pari Passu Obligations.  In the event that Rule 3-16 of Regulation S-X under the Securities Act permits or is amended, modified or interpreted by the Securities and Exchange Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Grantor’s Capital Interests and other securities to secure the Notes, the Note Guarantees and the Permitted Additional Pari Passu Obligations in excess of the amount then pledged without the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of such Grantor, then the Capital Interests and other securities of such Grantor will automatically be deemed to be a part of the Collateral (unless constituting Excluded Collateral) but only to the extent necessary to not be subject to any such financial statement requirement.

3.Security for Secured Obligations.  The Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to the Collateral Agent on behalf of the

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Secured Parties, but for the fact that they are unenforceable or not allowable (in whole or in part) as a claim in an Insolvency Proceeding involving any Grantor due to the existence of such Insolvency Proceeding.

4.Grantors Remain Liable.  Anything herein to the contrary notwithstanding, (a) each of the Grantors shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) none of the Secured Parties shall have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the Secured Parties be obligated to perform any of the obligations or duties of any Grantors thereunder or to take any action to collect or enforce any claim for payment in which a security interest is granted hereunder.  Until an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement, or any other Notes Document, Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of the other Notes Documents.  Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the applicable Grantor until (i) the occurrence and continuance of an Event of Default and (ii) the Collateral Agent has notified the applicable Grantor of the Collateral Agent’s election to exercise such rights with respect to the Pledged Interests pursuant to Section 15.

5.Representations and Warranties.  Each Grantor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, which representations and warranties shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and such representations and warranties shall survive the execution and delivery of this Agreement:

(a)The exact legal name of each of the Grantors is set forth on the signature pages of this Agreement.

(b)Schedule 7 sets forth all Real Property owned by any of the Grantors as of the Closing Date.

(c)As of the Closing Date: (i) Schedule 2 provides a complete and correct list of all registered Copyrights owned by any Grantor, all applications for registration of Copyrights owned by any Grantor, and all other Copyrights owned by any Grantor and material to the conduct of the business of any Grantor; (ii) Schedule 3 provides a complete and correct list of all Intellectual Property Licenses entered into by any Grantor pursuant to which (A) any Grantor has provided any license or other rights in Intellectual Property owned or controlled by such Grantor to any other Person or (B) any Person has granted to any Grantor any license or other rights in Intellectual Property owned or controlled by such Person that is material to the business of such Grantor, excluding any off-the-shelf software licenses granted in the ordinary course of business but including any Intellectual Property that is incorporated in any Inventory, software, or other product marketed, sold, licensed, or distributed by such Grantor; (iii) Schedule 4 provides a complete and correct list of all issued Patents owned by any Grantor and all applications for Patents owned by any Grantor; and (iv) Schedule 5 provides a complete and correct list of all registered Trademarks owned by any Grantor, all applications for registration of Trademarks owned by any Grantor, and all other Trademarks owned by any Grantor and material to the conduct of the business of any Grantor.

(d)(i) Each Grantor owns exclusively or holds licenses in all Intellectual Property that is necessary and material to the conduct of its business;

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(ii)to each Grantor’s knowledge after reasonable inquiry, no Person has infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights owned by such Grantor, in each case, that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Change;

(iii)(A) to each Grantor’s knowledge after reasonable inquiry, (1) such Grantor has never infringed or misappropriated and is not currently infringing or misappropriating any Intellectual Property rights of any Person, and (2) no product manufactured, used, distributed, licensed, or sold by or service provided by such Grantor has ever infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights of any Person, in each case, except where such infringement or misappropriation either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Change, and (B) there are no pending, or to any Grantor’s knowledge after reasonable inquiry, threatened in writing infringement or misappropriation claims or proceedings pending against any Grantor, and no Grantor has received any notice or other communication of any actual or alleged infringement or misappropriation of any Intellectual Property rights of any Person, in each case, except where such infringement or misappropriation either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Change;

(iv)to each Grantor’s knowledge after reasonable inquiry, all registered Copyrights, registered Trademarks, and issued Patents that are owned by such Grantor and necessary and material in and to the conduct of its business are valid, subsisting and enforceable and in compliance in all material respects with all legal requirements, filings, and payments and other actions that are required to maintain such Intellectual Property in full force and effect; and

(v)each Grantor has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all trade secrets owned by such Grantor that are necessary and material in the business of such Grantor;

(e)This Agreement creates a valid security interest in the Collateral of each Grantor, to the extent a security interest therein can be created under the Code, securing the payment of the Secured Obligations.  Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Code, all filings and other actions necessary to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements listing each applicable Grantor, as a debtor, and the Collateral Agent, as secured party, in the jurisdictions listed next to such Grantor’s name on Schedule 8.  Upon the making of such filings, the Collateral Agent shall have a first priority perfected security interest in the Collateral of each Grantor (subject to Permitted Liens and the Intercreditor Agreement) to the extent such security interest can be perfected by the filing of a financing statement in the jurisdictions listed on Schedule 8.  Upon the recordal of the filing of the Copyright Security Agreement with the United States Copyright Office (with respect to United States registered copyrights and copyright applications, if any), filing of the Patent Security Agreement and the Trademark Security Agreement with the PTO (with respect to United States registered Trademarks and Trademark applications (other than Excluded Collateral) and United States registered Patents and Patent applications, if any), and the filing of appropriate financing statements in the jurisdictions listed on Schedule 8, all action necessary to protect and perfect the Security Interest in and to on such Patents, Trademarks, or Copyrights, as applicable, has been taken and such perfected Security Interest is enforceable as such as against any and all creditors of and purchasers from any Grantor (subject to Permitted Liens).  To the extent required by the Notes Documents, all action by any Grantor requested by Collateral Agent necessary to perfect such security interest on each item of Collateral has been duly taken.

(f)(i) Except for the Security Interest created hereby and except as expressly permitted in the Notes Documents, each Grantor is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged

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Interests indicated on Schedule 6 as being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Closing Date; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and nonassessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Stock of the Pledged Companies of such Grantor identified on Schedule 6 as supplemented or modified by any Pledged Interests Addendum or any Joinder to this Agreement; (iii) such Grantor has the right and requisite authority to pledge, the Investment Related Property pledged by such Grantor to the Collateral Agent as provided herein; (iv) all actions necessary to perfect and establish the first priority (subject to the Intercreditor Agreement and Permitted Liens) of, or otherwise protect, the Collateral Agent’s Liens in the Investment Related Property (to the extent constituting Collateral), and the proceeds thereof, have been duly taken, subject to local perfection requirements with respect to non-United States jurisdictions (which shall not be required) upon (A) the execution and delivery of this Agreement; (B) the taking of possession by the Collateral Agent (or any agent or designee of the Collateral Agent) of any certificates representing the Pledged Interests, together with undated powers (or other documents of transfer acceptable to the Collateral Agent) endorsed in blank by the applicable Grantor; (C) the filing of financing statements in the applicable jurisdiction set forth on Schedule 8 for such Grantor with respect to the Pledged Interests of such Grantor that are not securities under Article 8 of the Code, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto; and (v) each Grantor has delivered to and deposited with the Collateral Agent all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to Collateral Agent) endorsed in blank with respect to such certificates.  None of the Pledged Interests owned or held by such Grantor has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.  The terms of this Section 5(f) shall be subject in all respects to the provisions of the Intercreditor Agreement.

(g)Subject to local perfection requirements with respect to non-United States jurisdictions where the Bank Collateral Agent has not requested compliance, no consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the grant of a Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement (subject to Section 15(a)) with respect to the Investment Related Property or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of Investment Related Property by laws affecting the offering and sale of securities generally and except for consents, approvals, authorizations or other orders or actions that have been obtained or given (as applicable) and that are currently in force.  No Intellectual Property License of any Grantor that is necessary and material to the conduct of such Grantor’s business requires any consent of any other Person in order for such Grantor to grant the security interest granted hereunder in such Grantor’s right, title or interest in or to such Intellectual Property License.

(h)Schedule 9 sets forth all motor vehicles owned by Grantors as of the Closing Date, by model, model year and vehicle identification number (“VIN”).

(i)As of the Closing Date, except in each case as disclosed to the Collateral Agent in writing, there is no default, breach, violation, or event of acceleration existing under any promissory note (as defined in the Code) constituting Collateral and pledged hereunder (each a “Pledged Note”) and no event has occurred or circumstance exists which, with the passage of time or the giving of notice, or both, would constitute a default, breach, violation, or event of acceleration under any Pledged Note.  Except as otherwise determined in the reasonable business judgment of such Grantor, no Grantor that is an obligee under a Pledged Note has waived any default, breach, violation, or event of acceleration under such Pledged Note.

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(j)As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Grantor in a securities account.  In addition, except as indicated on Schedule 6, as of the Closing Date, or any Pledged Interests Addendum, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide that such Pledged Interests are securities governed by Article 8 or Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

6.Covenants.  Each Grantor, jointly and severally, covenants and agrees with the Collateral Agent that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 23, subject to the terms of the Intercreditor Agreement:

(a)Possession of Collateral.  In the event that any Collateral, including Proceeds, is evidenced by or consists of Negotiable Collateral, Investment Related Property, or Chattel Paper, in each case, having an aggregate value or face amount of $500,000 or more for all such Negotiable Collateral, Investment Related Property, or Chattel Paper, the Grantors shall promptly (and in any event within five (5) Business Days after receipt thereof), notify the Collateral Agent thereof, and if and to the extent that perfection or priority of the Collateral Agent’s Security Interest is dependent on or enhanced by possession, the applicable Grantor, promptly (and in any event within five (5) Business Days) after the request of the Collateral Agent (made at the discretion of the Required Secured Parties) (subject to the terms of the Intercreditor Agreement), shall endorse and deliver physical possession of such Negotiable Collateral, Investment Related Property, or Chattel Paper to the Collateral Agent, together with an undated powers (or other relevant document of transfer) endorsed in blank; it being understood that the Collateral Agent shall have no obligation to make such request or seek such direction.  Any Investment Related Property owned on the Closing Date to the extent constituting Collateral, but not delivered, shall be delivered within the time period specified on Schedule 10;

(b)Chattel Paper.

(i)Promptly (and in any event within five (5) Business Days) after request by the Collateral Agent (made at the discretion of the Required Secured Parties), each Grantor shall take all steps reasonably necessary (subject to the terms of the Intercreditor Agreement) to grant the Collateral Agent control of all electronic Chattel Paper in accordance with the Code and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction, to the extent that the aggregate value or face amount of such electronic Chattel Paper equals or exceeds $500,000; it being understood that the Collateral Agent shall have no obligation to make such request or seek such direction;

(ii)If any Grantor retains possession of any Chattel Paper or instruments (which retention of possession shall be subject to the extent permitted hereby and by the Notes Documents), to the extent that the aggregate face value of such Chattel Paper or instruments equals or exceeds $500,000, promptly upon the reasonable request of the Collateral Agent (made at the discretion of the Required Secured Parties) but subject to the terms of the Intercreditor Agreement, such Chattel Paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security Interest of U.S. Bank National Association, as Collateral Agent for the benefit of the Secured Parties”; it being understood that the Collateral Agent shall have no obligation to make such request or seek such direction;

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(c)Control Agreements.

(i)Except to the extent otherwise excused by the Notes Documents as specified on Schedule 6.7(k) hereto, each Grantor shall use its commercially reasonable efforts to obtain an authenticated Control Agreement, from each bank maintaining a Controlled Account for such Grantor;

(ii)Except to the extent otherwise excused by the Notes Documents and to the extent constituting Collateral, each Grantor shall use its commercially reasonable efforts to obtain an authenticated Control Agreement, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor;

(iii)Except to the extent otherwise excused by the Notes Documents and except with respect to certificated securities, each Grantor shall obtain an authenticated Control Agreement with respect to all of such Grantor’s investment property;

(d)Letter-of-Credit Rights.  If the Grantors (or any of them) are or become the beneficiary of letters of credit having a face amount or value of $500,000 or more in the aggregate, then the applicable Grantor or Grantors shall promptly (and in any event within five (5) Business Days after becoming a beneficiary), notify the Collateral Agent thereof and, promptly (and in any event within fifteen (15) Business Days) after reasonable request by the Collateral Agent (made at the direction of the Required Secured Parties), use its commercially reasonable efforts to enter into a tri-party agreement with the Collateral Agent and the issuer or confirming bank with respect to letter-of-credit rights collaterally assigning such letter-of-credit rights to the Collateral Agent and, upon the occurrence and continuance of an Event of Default, directing all payments thereunder to the Collateral Agent’s Account (in each case, subject to the terms of the Intercreditor Agreement), it being understood that the Collateral Agent shall have no obligation to make such request or seek such direction;

(e)Commercial Tort Claims.  If the Grantors (or any of them) obtain Commercial Tort Claims having a value, or involving an asserted claim, in the amount of $1,000,000 or more in the aggregate for all Commercial Tort Claims, then the applicable Grantor or Grantors shall promptly (and in any event within 30 days of obtaining such Commercial Tort Claim), notify the Collateral Agent upon incurring or otherwise obtaining such Commercial Tort Claims and, promptly (and in any event within 30 days of obtaining such Commercial Tort Claim), amend Schedule 1 to describe such Commercial Tort Claims in a manner that reasonably identifies such Commercial Tort Claims, and each Grantor hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such Commercial Tort Claims, and agrees to do such other acts or things necessary or desirable to give the Collateral Agent a first priority, perfected security interest in any such Commercial Tort Claim (subject to the Intercreditor Agreement and Permitted Liens);

(f)Government Contracts.  Other than Accounts and Chattel Paper the aggregate value of which does not at any one time exceed $500,000, if any Account or Chattel Paper arises out of a contract or contracts with the United States of America or any department, agency, or instrumentality thereof, Grantors shall promptly (and in any event within five (5) Business Days of the creation thereof) notify the Collateral Agent thereof and, promptly (and in any event within ten (10) Business Days) after request by the Collateral Agent (made at the direction of the Required Secured Parties), execute any instruments or take any steps reasonably required by the Collateral Agent in order that all moneys due or to become due under such contract or contracts shall be assigned to the Collateral Agent, for the benefit of the Secured Parties, and shall provide written notice thereof under the Assignment of Claims Act or other applicable law; it being understood that the Collateral Agent shall have no obligation to make such request or seek such direction;

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(g)Intellectual Property.

(i)In order to facilitate filings with the PTO and the United States Copyright Office and within the time periods specified herein, each Grantor shall execute and deliver to the Collateral Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to further evidence the Collateral Agent’s Lien on such Grantor’s United States Patents, Trademarks, or Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby;

(ii)Each Grantor shall have the duty, with respect to Intellectual Property that is necessary in and material to the conduct of such Grantor’s business, to protect and diligently enforce and defend as may be commercially reasonable at such Grantor’s expense its Intellectual Property, except as permitted by the Indenture, including (A) to diligently enforce and defend as may be commercially reasonable, including promptly suing for infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, and filing for opposition, interference, and cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any trademark application or service mark application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including paying all maintenance fees and filing of applications for renewal, affidavits of use, and affidavits of noncontestability, and (E) to use commercially reasonable efforts to require all employees, consultants, and contractors of each Grantor who were involved in the creation or development of such Intellectual Property to sign agreements containing assignment of Intellectual Property rights and, if applicable, obligations of confidentiality.  Each Grantor further agrees not to abandon any Intellectual Property or Intellectual Property License that is necessary in and material to the conduct of such Grantor’s business, except as permitted by the Notes Documents.  Each Grantor hereby agrees to take the steps described in this Section 6(g)(ii) with respect to all new or acquired Intellectual Property to which it or any of its Subsidiaries is now or later becomes entitled that is necessary in and material to the conduct of such Grantor’s business;

(iii)Grantors acknowledge and agree that the Secured Parties shall have no duties with respect to any Intellectual Property or Intellectual Property Licenses of any Grantor.  Without limiting the generality of this Section 6(g)(iii), Grantors acknowledge and agree that no Secured Party shall be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property Licenses against any other Person, but any Secured Party may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable documented fees and out-of-pocket expenses of attorneys of outside counsel and other professionals) shall be for the sole account of the Issuer and shall be chargeable to the Issuer;

(iv)Each Grantor shall promptly file an application with the United States Copyright Office for any United States Copyright that has not been registered with the United States Copyright Office if such Copyright is necessary in connection with and material to the conduct of such Grantor’s business.  Any expenses incurred in connection with the foregoing shall be borne by the Grantors;

(v)On each date on which quarterly or annual financial statements are required to be delivered by the Issuer pursuant to Section 4.3 of the Indenture, each Grantor shall provide the Collateral Agent with a written report of all new Patents or Trademarks that are registered or the subject of pending applications for registrations, and of all Intellectual Property Licenses that are necessary and material to the conduct of such Grantor’s business, in each case, which were acquired, registered, or for which applications for registration were filed by any Grantor during the prior period to which such financial statements relates and any filing and acceptance by the Patent and Trademark Office of a statement of use or amendment to allege use

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with respect to intent-to-use trademark applications.  In the case of such registrations or applications therefor, which were acquired by any Grantor, each such Grantor shall file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof, if such is the case) of such Intellectual Property.  In each of the foregoing cases, the applicable Grantor shall promptly cause to be prepared, executed, and delivered to the Collateral Agent supplemental schedules to the applicable Notes Documents to identify such Patent and Trademark registrations and applications therefor (with the exception of Excluded Collateral) as being subject to the security interests created thereunder and shall promptly prepare, execute and record appropriate documents and instruments with the Patent and Trademark Office and other applicable intellectual property registries, at such Grantor’s sole cost and expense, to evidence and perfect the security interest of the Collateral Agent in such new and acquired Intellectual Property;

(vi)Upon receipt from the United States Copyright Office of notice of registration of any Copyright, each Grantor shall promptly  notify (but without duplication of any notice required by Section 6(g)(vii)) the Collateral Agent of such registration by delivering, or causing to be delivered, to the Collateral Agent, a Copyright Security Agreement sufficient for the Collateral Agent to perfect the Collateral Agent’s Liens on such Copyright and file such Copyright Security Agreement with the United States Copyright Office.  If any Grantor acquires from any Person any Copyright registered with the United States Copyright Office or an application to register any Copyright with the United States Copyright Office, such Grantor shall promptly following its actual knowledge of such acquisition notify the Collateral Agent of such acquisition and deliver, or cause to be delivered, to the Collateral Agent, a Copyright Security Agreement sufficient for the Collateral Agent to perfect the Collateral Agent’s Liens on such Copyright and file such Copyright Security Agreement with the United States Copyright Office.  In the case of such Copyright registrations or applications therefor which were acquired by any Grantor, each such Grantor shall promptly following its actual knowledge of such acquisition file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof, if such is the case) of such Copyrights.  Each Grantor shall promptly (and in the case of acquired Copyrights, promptly following its actual knowledge of such acquisitions) prepare, execute and record appropriate documents and instruments with the United States Copyright Office, at such Grantor’s sole cost and expense, to evidence and perfect the security interest of the Collateral Agent in such new and acquired Copyrights;

(vii)Each Grantor shall take commercially reasonable steps to maintain the confidentiality of, and otherwise protect and enforce its rights in, the Intellectual Property that is necessary in and material to the conduct of such Grantor’s business, including, as applicable (A) protecting the secrecy and confidentiality of its confidential information and trade secrets by using commercially reasonable efforts to require all current employees, consultants, licensees, vendors and contractors with access to such information to execute appropriate confidentiality agreements; (B) taking actions commercially reasonably necessary to ensure that no trade secret falls into the public domain; and (C) protecting the secrecy and confidentiality of the source code of all software programs and applications of which it is the owner or licensee by using commercially reasonable efforts to require any licensees (or sublicensees) of such source code to enter into license agreements with commercially reasonable use and non-disclosure restrictions; and

(viii)No Grantor shall enter into any Intellectual Property License to receive any license or rights in any Intellectual Property of any other Person that is material and necessary to the business  of the Grantors unless such Grantor has used commercially reasonable efforts to permit the collateral assignment of or grant of a security interest in such Intellectual Property License (and all rights of Grantor thereunder) to the (and any transferees of the Collateral Agent);

(h)Investment Related Property.

(i)If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests (constituting Collateral) after the Closing Date, it shall promptly (and in any event within

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twenty (20) Business Days of acquiring or obtaining such Collateral) deliver to the Collateral Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;

(ii)Upon the occurrence and during the continuance of an Event of Default, following the request of the Collateral Agent, all sums of money and property paid or distributed in respect of the Investment Related Property constituting Collateral that are received by any Grantor shall be held by such Grantor in trust for the benefit of the Collateral Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to the Collateral Agent in the exact form received;

(iii)Each Grantor shall promptly deliver to the Collateral Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests that may reasonably be expected to materially affect the pledge of the Pledged Interests hereunder;

(iv)No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests, in each case to the extent that the same is prohibited pursuant to the Notes Documents;

(v)Each Grantor agrees that it will cooperate with the Collateral Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Related Property (it being understood that no non-United States governed pledge agreements shall be required) or to effect any sale or transfer thereof in connection with the Collateral Agent’s exercise of remedies in accordance with the Notes Documents;

(vi)As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account.  In addition, as of the Closing Date, except as indicated on Schedule 6 or any Pledged Interests Addendum, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

(i)Real Property; Fixtures.  Each Grantor covenants and agrees that upon the acquisition of any fee interest in real property having a fair market value in excess of $3.0 million, it will promptly (and in any event within five (5) Business Days of acquisition) notify the Collateral Agent of the acquisition of such Real Property, and will, within thirty (30) Business Days of such acquisition, grant to the Collateral Agent, for the benefit of the Secured Parties, a first priority mortgage (subject to Permitted Liens and the Intercreditor Agreement) on each fee interest in such Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, each in form and substance reasonably satisfactory to the Collateral Agent, in connection with the grant of such mortgage as the Collateral Agent shall request in its Permitted Discretion, including, without limitation, surveys, title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable and documented attorneys’ fees of outside counsel and out-of-pocket expenses) incurred in connection therewith;

(j)Transfers and Other Liens.  Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as not prohibited by the Notes Documents, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens.  The inclusion of Proceeds in

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the Collateral shall not be deemed to constitute the Collateral Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Notes Documents;

(k)Controlled Accounts.

(i)Schedule 6(k) lists all Controlled Accounts of each Grantor as of the date hereof.

(ii)Each Grantor shall use its commercially reasonable efforts to establish, within the time period specified on Schedule 6(k) (or such longer period of time as may be agreed to by the Bank Collateral Agent), and thereafter maintain Control Agreements with respect to all Controlled Accounts.  Subject to the Intercreditor Agreement, the Collateral Agent agrees not to issue any instruction directing disposition of funds with respect to the Controlled Accounts unless an Event of Default has occurred and is continuing at the time such instruction is issued.  The Collateral Agent agrees to use commercially reasonable efforts to rescind an instruction (the “Rescission”) if such Event of Default has been waived in writing or cured in accordance with the terms of the applicable Notes Document, and no additional Event of Default has occurred and is continuing prior to the date of the Rescission.

(iii)The Issuer may amend Schedule 6(k) to add or replace a Controlled Account; provided, however, that (A) prior to the time of the opening of such Controlled Account, the applicable Grantor and the account bank at which such account is maintained shall have executed and delivered to the Collateral Agent a Control Agreement;

(l)Vehicles.

(i)Subject to the Intercreditor Agreement, with respect to all Vehicles owned by any Grantor, Grantor shall deliver to the Collateral Agent (or Vehicle Collateral Agent at the Collateral Agent’s discretion), a certificate of title for all such Vehicles and shall take all necessary action to cause the Collateral Agent’s Lien to be noted thereon in the appropriate state motor vehicle filing office in accordance with the Vehicle Collateral Agency Agreement and in the event any state motor vehicle filing office sends to any Grantor any such title certificates, each Grantor shall promptly (and in any event within five (5) Business Days) deliver to the Collateral Agent (or Vehicle Collateral Agent at the Collateral Agent’s discretion) such title certificates after receipt;

(ii)Each Grantor shall at all times maintain records with respect to Vehicles reasonably satisfactory to the Collateral Agent, keeping reasonably detailed records that are accurate in all material respects describing the Vehicles, the quality and repair records with respect thereto, and such Grantor’s cost therefor;

(iii)Each Grantor shall conduct a physical count or inventory of the Vehicles at least once each year but at any time or times as the Collateral Agent (at the direction of the Required Secured Parties) may request on or after an Event of Default, and promptly following such physical count or inventory shall supply the Collateral Agent with a report concerning such physical count or inventory; it being understood that the Collateral Agent shall have no obligation to make such request or seek such direction;

(iv)Each Grantor shall use, store and maintain the Vehicles with all reasonable care and caution and in accordance with applicable standards of any insurance (it being understood that the Grantors shall be permitted to self-insure on a basis consistent with commercially reasonable business practices; the parties acknowledge that Grantors’ self-insurance practices in effect on the Closing Date are commercially reasonable business practices as of such date) and in conformity with applicable laws in all material respects (including any federal or state motor vehicles statutes, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); and

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(v)Each Grantor agrees that the Collateral Agent shall have no responsibility or liability arising from or relating to the use, sale or other disposition of any Vehicles.

(m)Pledged Notes.  Except in such Grantors’ reasonable business judgment, Grantors (i) will not (A) waive or release any material obligation of any Person that is obligated under any of the Pledged Notes, (B) take or omit to take any action or knowingly suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Notes, or (C) other than Permitted Dispositions or Permitted Liens, assign or surrender their rights and interests under any of the Pledged Notes or terminate, cancel, modify, change, supplement or amend the Pledged Notes, and (ii) shall provide to the Collateral Agent copies of all material written notices (including notices of default) given or received with respect to the Pledged Notes with a face value in excess of $500,000 promptly after giving or receiving such notice.

(n)Change of Name, Jurisdiction of Organization.  No Grantor will effect any change (i) to its legal name, (ii) in its identity or organizational structure, (iii) in its organizational identification number, if any, or (iv) in its jurisdiction of organization, unless (A) it shall have given the Collateral Agent promptly but in any event within 30 days after such change, written notice clearly describing such change and providing such other information in connection therewith as the Collateral Agent may reasonably request and (B) it shall have taken or will promptly within the required statutory period take all action necessary to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral following such change to the same extent as immediately prior to such change.

7.Relation to Other Security Documents and Other Notes Documents.  The provisions of this Agreement shall be read and construed with the other Notes Documents referred to below in the manner so indicated.

(a)Patent, Trademark, Copyright Security Agreements.  The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of the Collateral Agent hereunder.  In the event of any conflict between any provision in this Agreement and a provision in a Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, such provision of this Agreement shall control.

(b)Intercreditor Agreement.  The Collateral Agent, on behalf of itself and the Secured Parties, (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, and (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement.  The Collateral Agent, on behalf of itself and the Secured Parties, hereby agrees that the terms, conditions, and provisions contained in this Agreement are subject to the Intercreditor Agreement and, in the event of a conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.  Prior to the Discharge of Credit Facility Obligations (as such term is defined in the Intercreditor Agreement) any requirement of this Agreement to deliver ABL Priority Collateral (as such term is defined in the Intercreditor Agreement) to the Bank Collateral Agent shall be satisfied by delivery of such ABL Priority Collateral to the Bank Collateral Agent (as such term is defined in the Intercreditor Agreement).

8.Further Assurances.

(a)Each Grantor agrees that from time to time, at its own expense, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that the Collateral Agent may reasonably request to the extent required hereunder, in order to perfect and protect the Security Interest granted hereby, to create, perfect or protect the Security Interest purported

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to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.

(b)Each Grantor authorizes the filing by the Collateral Agent of financing or continuation statements, or amendments thereto, and such Grantor will execute and deliver to the Collateral Agent such other instruments or notices, as the Collateral Agent may reasonably request to the extent required hereunder, in order to perfect and preserve the Security Interest granted or purported to be granted hereby.

(c)Each Grantor authorizes the Collateral Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance.  Each Grantor also hereby ratifies any and all financing statements or amendments previously filed by the Collateral Agent in any jurisdiction.

(d)Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Code.

9.Collateral Agent’s Right to Perform Contracts, Exercise Rights, etc.  Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (or its designee) (a) may proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could, subject to the notice requirement under Section 15(a), (b) shall have the right to use any Grantor’s rights under Intellectual Property Licenses in connection with the enforcement of the Collateral Agent’s rights hereunder, including the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses, and (c) subject to the notice requirement under Section 15(a) shall have the right to request that any Stock that is pledged hereunder be registered in the name of the Collateral Agent or any of its nominees.

10.Collateral Agent Appointed Attorney-in-Fact.  Each Grantor hereby irrevocably appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Indenture, to take any action and to execute any instrument which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

(a)to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;

(b)to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of the Collateral Agent;

(c)to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;

(d)to file any claims or take any action or institute any proceedings which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;

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(e)to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;

(f)to use, on an unrestricted, royalty-free basis, any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor;

(g)to execute and deliver in any Grantor’s name, the Collateral Agent’s name or the name of the Collateral Agent’s designee, to any department of motor vehicles or other governmental authority powers of attorney in such Grantor’s name, and to complete in such Grantor’s name any application or other document or instrument required, in each case, in order to have the Lien and security interest of the Collateral Agent with respect to any Vehicles noted on any certificate of title with respect to such Vehicles; and

(h)The Collateral Agent, on behalf of the Secured Parties, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if the Collateral Agent shall commence any such suit, the appropriate Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Collateral Agent in aid of such enforcement.

To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.  This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.

11.Collateral Agent May Perform.  If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement (after giving effect to any applicable grace period), and the reasonable expenses of the Collateral Agent incurred in connection therewith shall be payable, jointly and severally, by Grantors.

12.Collateral Agent’s Duties.  The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral, for the benefit of the Secured Parties, and shall not impose any duty upon the Collateral Agent to exercise any such powers.  Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.  The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Collateral Agent accords its own property.

13.Collection of Accounts, General Intangibles and Negotiable Collateral.  At any time upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or the Collateral Agent’s designee may (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral of such Grantor have been assigned to the Collateral Agent, for the benefit of the Secured Parties, or that the Collateral Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral of any Grantor directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Notes Documents.

14.Disposition of Pledged Interests by the Collateral Agent.  None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private

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(instead of public) sales in view of the lack of such registration.  Each Grantor understands that in connection with such disposition, the Collateral Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market.  Each Grantor, therefore, agrees that:  (a) if the Collateral Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, the Collateral Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that the Collateral Agent has handled the disposition in a commercially reasonable manner.

15.Voting and Other Rights in Respect of Pledged Interests.

(a)Upon the occurrence and during the continuation of an Event of Default, (i) the Collateral Agent may, at its option, and with two (2) Business Days prior written notice to any Grantor, and in addition to all rights and remedies available to the Collateral Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of the Pledged Interests owned by such Grantor, but under no circumstances is the Collateral Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if the Collateral Agent duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints the Collateral Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Collateral Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be.  The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable.

(b)For so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that it will not, except as not prohibited by the Notes Documents, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Collateral Agent or the Secured Parties, or the value of the Pledged Interests.

(c)This Section 15 shall be subject to the Intercreditor Agreement in all respects.

16.Remedies.  Upon the occurrence and during the continuance of an Event of Default:

(a)The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Notes Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the Code or any other applicable law.  Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, the Collateral Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at one or more locations where such Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent may deem commercially reasonable.  Each Grantor agrees that, to the extent notice

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of sale shall be required by law, at least ten (10) days’ notice to the applicable Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code.  The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  Each Grantor agrees that (A) the internet shall constitute a “place” for purposes of Section 9-610(b) of the Code and (B) to the extent notification of sale shall be required by law, notice of the URL where a sale will occur and the time when a sale will commence at least ten (10) days prior to the sale shall constitute a reasonable notification for purposes of Section 9-611 of the Code.  Each Grantor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code.

(b)The Collateral Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s Intellectual Property, including but not limited to, any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, and advertising matter, whether owned by any Grantor or with respect to which any Grantor has rights under license, sublicense, or other agreements (including any Intellectual Property License), as it pertains to the Collateral, in preparing for use, manufacture, sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent.

(c)The Collateral Agent may, in addition to other rights and remedies provided for herein, in the other Notes Documents, or otherwise available to it under applicable law and without the requirement of notice to or upon any Grantor or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), (i) with respect to any Grantor’s Deposit Accounts (other than Excluded Deposit Accounts) in which the Collateral Agent’s Liens are perfected by control under Section 9-104 of the Code, instruct the bank maintaining such Deposit Account for the applicable Grantor to pay the balance of such Deposit Account to or for the benefit of the Collateral Agent, and (ii) with respect to any Grantor’s Securities Accounts in which the Collateral Agent’s Liens are perfected by control under Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the applicable Grantor to (A) transfer any cash in such Securities Account to or for the benefit of the Collateral Agent, or (B)  liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of the Collateral Agent.

(d)Any cash held by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth below in Section 18.  In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.

(e)Each Grantor hereby acknowledges that the Secured Obligations arise out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral Agent shall have the right to an immediate writ of possession without notice of a hearing.  The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each Grantor, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantor may have thereto or the right to have a bond or other security posted by the Collateral Agent.

(f)This Section 16 shall be subject to the Intercreditor Agreement in all respects.

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(g)Upon the occurrence and during the continuance of an Event of Default or an event of default under any Permitted Additional Pari Passu Obligations, the Collateral Agent will be permitted, subject to applicable law and the terms of the Security Documents, including the Intercreditor Agreement, to exercise remedies and sell the Collateral under the Security Documents only at the direction of the holders of a majority in the principal amount of the outstanding Notes and any outstanding Permitted Additional Pari Passu Obligations voting as a single class.

Notwithstanding the foregoing, if the Collateral Agent has asked the holders of the Notes and Permitted Additional Pari Passu Obligations for instruction and the applicable holders have not yet responded to such request, the Collateral Agent will be authorized to take, but will not be required to take, and will in no event have any liability for taking, any delay in taking or the failure to take, such actions with regard to any Event of Default which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the holders of the Notes and Permitted Additional Pari Passu Obligations and to preserve the value of the Collateral; provided that once instructions from the applicable holders of the Notes and Permitted Additional Pari Passu Obligations have been received by the Notes Collateral Agent, the actions of the Notes Collateral Agent will be governed thereby.

17.Remedies Cumulative.  Each right, power, and remedy of the Collateral Agent or any Secured Party as provided for in this Agreement or the other Notes Documents now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement and the other Notes Documents now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by the Collateral Agent or any Secured Party, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by the Collateral Agent or any Secured Party of any or all such other rights, powers, or remedies.

18.Application of Proceeds.

(a)Subject to the terms of the Intercreditor Agreement and except as expressly provided elsewhere in this Agreement or any other Notes Document, upon the occurrence and continuance of an Event of Default, all proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral shall be applied as follows:

(i)FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent, the Trustee or applicable Authorized Representative in connection with such sale, collection or realization or otherwise in connection with this Agreement, the other Notes Collateral Documents (as defined in the Intercreditor Agreement) or any of the Secured Obligations, including all court costs and the reasonable and documented fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent, the Trustee or applicable Authorized Representative hereunder or under any other Notes Collateral Document (as defined in the Intercreditor Agreement) on behalf of any Grantor and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Notes Collateral Document (as defined in the Intercreditor Agreement), in each such case as provided for in Section 7.7 of the Indenture (or the corresponding provisions of any Permitted Additional Pari Passu Obligation Agreement);

(ii)SECOND, to Holders and the holders of any Permitted Additional Pari Passu Obligations for amounts due and unpaid on the Notes Obligations and any Permitted Additional Pari Passu Obligations for the principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes Obligations and any Permitted Additional Pari

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Passu Obligations for principal, premium, if any, and interest, respectively, owing to them on the date of any such distribution;

(iii)THIRD, without duplication, to the Secured Parties for any other Secured Obligations owing to the Secured Parties under the Notes Documents; and

(iv)FOURTH, to the Grantors or as otherwise directed by a court of competent jurisdiction.

In the event of any determination by a court of competent jurisdiction with respect to any series of Permitted Additional Pari Passu Obligations that (i) such series of Permitted Additional Pari Passu Obligations is unenforceable under applicable law or are subordinated to any other obligations (other than the Notes or another series of Permitted Additional Pari Passu Obligations), (ii) such series of Permitted Additional Pari Passu Obligations does not have an enforceable security interest in any of the Collateral and/or (iii) any intervening security interest exists securing any other obligations (other than the Notes or other series of Permitted Additional Pari Passu Obligations) on a basis ranking prior to the security interest of such series of Permitted Additional Pari Passu Obligations but junior to the security interest of the Notes or other series of Permitted Additional Pari Passu Obligations (any such condition referred to in the foregoing clauses (i), (ii) or (iii) with respect to any series of Permitted Additional Pari Passu Obligations, an “Impairment” of such series of Permitted Additional Pari Passu Obligations), the results of such Impairment shall be borne solely by the holders of such series of Permitted Additional Pari Passu Obligations, and the rights of the holders of such series of Permitted Additional Pari Passu Obligations (including, without limitation, the right to receive distributions in respect of such series of Permitted Additional Pari Passu Obligations) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of such series of Permitted Additional Pari Passu Obligations subject to such Impairment.  Notwithstanding the foregoing, with respect to any Collateral for which a third party (other than a holder of the Notes or a series of Permitted Additional Pari Passu Obligations) has a lien or security interest that is junior in priority to the security interest of the holders of the Notes or any series of Permitted Additional Pari Passu Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of the holder of any other series of Permitted Additional Pari Passu Obligations (such third party, an “Intervening Creditor”), the value of any Collateral or proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Collateral or proceeds to be distributed in respect of the series of Permitted Additional Pari Passu Obligations with respect to which such Impairment exists.

(b)In making the determination and allocations required by this Section 18, the Collateral Agent may conclusively rely upon information supplied by (i) the Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Notes Obligations and (ii) the applicable Authorized Representative as to the amounts of unpaid principal and interest and other amounts outstanding with respect to such Permitted Additional Pari Passu Obligations and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information; provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied.  All distributions made by the Collateral Agent pursuant to this Section 18 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Trustee or an Authorized Representative of any amounts distributed to such Person.

(c)If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or other recovery in trust for the benefit of all Secured Parties hereunder for distribution in accordance with this Section 18.

(d)Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making

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the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

19.Marshaling.  The Collateral Agent  shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising.  To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

20.Indemnity and Expenses.

(a)Each Grantor agrees to indemnify the Collateral Agent and the Secured Parties from and against all claims, lawsuits and liabilities (including reasonable and documented attorneys’ fees of outside counsel) growing out of or resulting from this Agreement (including enforcement of this Agreement) or any other Notes Document to which such Grantor is a party, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification or its officers, directors, employees, attorneys, or agents as determined by a final non-appealable order of a court of competent jurisdiction.  This provision shall survive the termination of this Agreement and the Indenture and the repayment of the Secured Obligations.

(b)Grantors, jointly and severally, shall, upon demand, pay to the Collateral Agent all expenses which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon and during the continuance of an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Notes Documents, (iii) the exercise or enforcement of any of the rights of the Collateral Agent hereunder or (iv) the failure by any Grantor to perform or observe any of the provisions hereof (after giving effect to any applicable grace period).

21.Merger, Amendments; Etc.  THIS AGREEMENT, TOGETHER WITH THE OTHER NOTES DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.  No waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent subject to any required consent or approval pursuant to the Indenture and each Permitted Additional Pari Passu Obligations Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the Collateral Agent and each Grantor to which such amendment applies subject to any required consent or approval pursuant to the Indenture and each Permitted Additional Pari Passu Obligations Agreement.

22.Addresses for Notices.  All notices and other communications provided for hereunder shall be given in the form and manner and delivered to the Collateral Agent at the address for the Trustee provided in the Indenture, to any of the Grantors at their respective addresses specified in the Indenture subject to any required consent or approval pursuant to the Indenture and each Permitted Additional Pari Passu Obligations

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Agreement or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

23.Continuing Security Interest; Assignments under Indenture; Releases.

(a)This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Secured Obligations have been paid in full in accordance with the provisions of the Indenture and the Notes Documents, (b) be binding upon each Grantor, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, the Collateral Agent, and its successors, transferees and assigns.  Without limiting the generality of the foregoing clause (c), any Secured Party may, in accordance with the provisions of the Notes Documents, assign or otherwise transfer all or any portion of its rights and obligations under the Notes Documents to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise.  Upon payment in full of the Secured Obligations in accordance with the provisions of the Notes Documents and the expiration or termination of the Commitments (if any) under the Notes Documents, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto.  At such time, the Collateral Agent will authorize the filing of appropriate termination statements to terminate such Security Interests.  If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Indenture and not prohibited by any Permitted Additional Pari Passu Obligations Agreement, such Collateral shall be automatically released from the security interest created hereby, and a Grantor shall be automatically released from its obligations hereunder in the event that all the Capital Interests of such Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Indenture and not prohibited by any Permitted Additional Pari Passu Obligations Agreement, or if such Grantor is designated an Unrestricted Subsidiary in accordance with the Indenture and, if applicable, each Permitted Additional Pari Passu Obligations Agreement.  No transfer or renewal, extension, assignment, or termination of this Agreement or of the Indenture, any other Notes Document, or any other instrument or document executed and delivered by any Grantor to the Collateral Agent, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by the Collateral Agent, nor any other act of the Secured Parties, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by the Collateral Agent in accordance with the provisions of the Notes Documents.  The Collateral Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by the Collateral Agent and then only to the extent therein set forth.  A waiver by the Collateral Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which the Collateral Agent would otherwise have had on any other occasion.

(b)The (a) Grantors and (b) the Security Interests in Collateral and the Guarantees securing the Notes Obligations, in each case shall be released pursuant to the terms set forth in the Indenture and the Intercreditor Agreement.  The (a) Grantors and (b) the Security Interest in Collateral and the Guarantees securing the Permitted Additional Pari Passu Obligations shall, in each case be released on the terms set forth in the applicable Permitted Additional Pari Passu Obligations Agreement and the Intercreditor Agreement.

(c)In connection with any termination or release pursuant to paragraph (a) or (b), the Collateral Agent shall promptly execute and deliver to any Grantor or authorize the filing of, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release; provided that the Collateral Agent shall have received such certifications and documentation as it shall reasonably request.  Any execution and delivery of documents pursuant to this Section 23 shall be without recourse to or warranty by the Collateral Agent.

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24.Governing Law.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT.  The parties to this Agreement each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Agreement, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

25.New Subsidiaries.  Pursuant to Section 4.17 of the Indenture, certain Subsidiaries (whether by acquisition or creation) of any Grantor are required to enter into this Agreement by executing and delivering in favor of the Collateral Agent a Joinder to this Agreement in substantially the form of Annex 1.  Upon the execution and delivery of Annex 1 by any such new Subsidiary, such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein.  The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any Grantor hereunder.  The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor hereunder.

26.Collateral Agent.  Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Collateral Agent” shall be a reference to the Collateral Agent, for the benefit of each Secured Party.

27.Miscellaneous.

(a)This Agreement is a Notes Document.  This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.  Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.  The foregoing shall apply to each other Notes Document mutatis mutandis.

(b)Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.  Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

(c)Headings and numbers have been set forth herein for convenience only.  Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

(d)Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any Secured Party or any Grantor, whether under any rule of construction or otherwise.  This Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

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(e)The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

(f)Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds of all of the Secured Obligations other than unasserted contingent indemnification Secured Obligations.  Any reference herein to any Person shall be construed to include such Person’s successors and assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

(g)All of the annexes, schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

28.Permitted Additional Pari Passu Obligations.  On or after the date hereof and so long as expressly permitted by the Indenture and any Permitted Additional Pari Passu Obligations Agreement then outstanding, the Company may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Secured Obligations as Permitted Additional Pari Passu Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an Officer of the Issuer (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Permitted Additional Pari Passu Obligations for purposes hereof, (iii) certifying that such designation of such obligations as Permitted Additional Pari Passu Obligations complies with the terms of the Indenture and any Permitted Additional Pari Passu Obligations Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations and (b) a fully executed Permitted Additional Pari Passu Secured Party Joinder.  Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under this Agreement for the Authorized Representative and the holders of such Permitted Additional Pari Passu Obligations and as collateral agent for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Permitted Additional Pari Passu Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent for the Authorized Representative and the holders of such Permitted Additional Pari Passu Obligations as set forth in each joinder to this Agreement and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement, the Permitted Additional Pari Passu Secured Party Joinder and the Intercreditor Agreement.

[signature pages follow]

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IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:	JACK COOPER HOLDINGS CORP.,
	a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name:	T. Michael Riggs
	Title:	Chairman, President and Treasurer
	AUTO HANDLING CORPORATION,
	a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name:	T. Michael Riggs
	Title:	Chairman, Treasurer and Assistant Secretary
	JACK COOPER LOGISTICS, LLC,
	a Delaware limited liability company
	By:	/s/ T. Michael Riggs
	Name:	T. Michael Riggs
	Title:	Chairman, Treasurer and Assistant Secretary
	JACK COOPER TRANSPORT COMPANY, INC.,
	a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name:	T. Michael Riggs
	Title:	Chairman, Treasurer and Assistant Secretary
	PACIFIC MOTOR TRUCKING COMPANY,
	a Missouri corporation
	By:	/s/ T. Michael Riggs
	Name:	T. Michael Riggs
	Title:	Chairman, Treasurer and Assistant Secretary
	JACK COOPER SPECIALIZED TRANSPORT, INC.,
	a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name:	T. Michael Riggs
	Title:	Chairman, Treasurer and Assistant Secretary

Amended and Restated Security Agreement

AUTO EXPORT SHIPPING, INC.,
a New Jersey corporation
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chairman, Treasurer and Assistant Secretary

Amended and Restated Security Agreement

COLLATERAL AGENT:	U.S. BANK NATIONAL ASSOCIATION
	a national banking association, as Collateral Agent
	By:	/s/ Raymond S. Haverstock
	Name:	Raymond S. Haverstock
	Title:	Vice President

Amended and Restated Security Agreement

SCHEDULE 1

COMMERCIAL TORT CLAIMS

[include specific case caption or descriptions per Official Code Comment 5 to Section 9-108 of the Code]

SCHEDULE 2

COPYRIGHTS

SCHEDULE 3

INTELLECTUAL PROPERTY LICENSES

SCHEDULE 4

PATENTS

SCHEDULE 5

TRADEMARKS

SCHEDULE 6

PLEDGED COMPANIES

Name of
Grantor Name of
Pledged
Company Number of
Shares/Units Class of
Interests Percentage of
Class Owned Certificate
Nos.

SCHEDULE 6(k)

CONTROLLED ACCOUNT BANKS

SCHEDULE 7

OWNED REAL PROPERTY

SCHEDULE 8

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS

Grantor Jurisdictions

SCHEDULE 9

VEHICLES

SCHEDULE 10

POST-CLOSING DELIVERY OF COLLATERAL

1.Pledged Interests relating to Jack Cooper Holdings Corp. (f/k/a Jack Cooper Holdings LLC) and Pacific Motor Tucking Company (f/k/a NU-PMT, Inc.) shall be delivered within 30 Days following the Closing Date.

2.Control Agreements, not otherwise delivered on the Closing Date and to the extent required hereunder, shall be delivered within 90 Days following the Closing Date.

ANNEX 1 TO SECURITY AGREEMENT

FORM OF JOINDER

Joinder No.       (this “Joinder”), dated as of                          , to the Amended and Restated Security Agreement, dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to the indenture dated as of the date hereof (as amended, amended and restated, extended, renewed, refinanced, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, the Guarantors (as defined therein), the Trustee and the Collateral Agent, pursuant to which the Issuer has issued 9.25% Senior Secured Notes due 2020 (together with any Exchange Notes and Additional Notes, the “Notes”).  The Indenture requires that the Issuer and the Guarantors enter into the Security Agreement; and

WHEREAS, pursuant to Section 4.17 of the Indenture and Section 25 of the Security Agreement, certain Subsidiaries of the Secured Parties, must execute and deliver certain Notes Documents, including the Security Agreement, and the joinder to the Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Joinder in favor of the Collateral Agent, for the benefit of the Secured Parties; and

WHEREAS, each New Grantor (a) is a Subsidiary of the Issuer and, as such, will benefit from the Indenture and (b) by becoming a Guarantor will benefit from certain rights granted to the Guarantors pursuant to the terms of the Notes Documents;

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as follows:

1.In accordance with Section 25 of the Security Agreement, each New Grantor, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date hereof.  In furtherance of the foregoing, each New Grantor does hereby unconditionally grant, collaterally assign, and pledge to the Collateral Agent, for the benefit of the Secured Parties, to secure the Secured Obligations, a continuing security interest in and to all of such New Grantor’s right, title and interest in and to the Collateral.  Schedule 1, “Commercial Tort Claims”, Schedule 2, “Copyrights”, Schedule 3, “Intellectual Property Licenses”, Schedule 4, “Patents”, Schedule 5, “Trademarks”, Schedule 6, “Pledged Companies”, Schedule 6(k), “Controlled Accounts”, Schedule 7, “Owned Real Property”, Schedule 8, “List of Uniform Commercial Code Filing Jurisdictions”, and Schedule 9, “Vehicles” attached hereto supplement Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 6(k), Schedule 7,  Schedule 8, and Schedule 9, respectively, to the Security Agreement and shall be deemed a part thereof for all purposes of the Security Agreement.  Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor.  The Security Agreement is incorporated herein by reference.  Each New Grantor authorizes the Collateral Agent at

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any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments thereto (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance.  Each New Grantor also hereby ratifies any and all financing statements or amendments previously filed by the Collateral Agent in any jurisdiction in connection with the Notes Documents.

2.Each New Grantor represents and warrants to Collateral Agent and the Secured Parties that this Joinder has been duly executed and delivered by such New Grantor and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3.This Joinder is a Notes Document.  This Joinder may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Joinder.  Delivery of an executed counterpart of this Joinder by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Joinder.  Any party delivering an executed counterpart of this Joinder by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Joinder but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Joinder.

4.The Security Agreement, as supplemented hereby, shall remain in full force and effect.

5.THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS JOINDER.  The parties to this Joinder each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Joinder, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS JOINDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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IN WITNESS WHEREOF, the parties hereto have caused this Joinder to the Security Agreement to be executed and delivered as of the day and year first above written.

NEW GRANTORS:	[NAME OF NEW GRANTOR]
	By:
	Name:
	Title:
	[NAME OF NEW GRANTOR]
	By:
	Name:
	Title:
COLLATERAL AGENT:	U.S. BANK NATIONAL ASSOCIATION, a national banking association
	By:
	Name:
	Title:

Joinder No.      to Amended and Restated Security Agreement

EXHIBIT A

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this     day of            , 20  , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US BANK”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to the indenture dated as of the date hereof (as amended, amended and restated, extended, renewed, refinanced, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, the Guarantors (as defined therein), the Trustee and the Collateral Agent, pursuant to which the Issuer has issued 9.25% Senior Secured Notes due 2020 (together with any Additional Notes and Exchange Notes, the “Notes”).  The Indenture requires that the Issuer and the Guarantors enter into a Security Agreement.

WHEREAS, the Grantors have executed and delivered to the Collateral Agent, for the benefit of the Secured Parties, that certain Security Agreement, dated as of June 18, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to the Collateral Agent, for the benefit of the Secured Parties, this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1.DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Indenture.

2.GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to the Collateral Agent, for the benefit each Secured Party, to secure the Secured Obligations, a continuing security interest (referred to in this Copyright Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Copyright Collateral”):

(a)all of such Grantor’s Copyrights including those referred to on Schedule I; exclusive, however, of any copyrights that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States;

(b)all renewals or extensions of the foregoing; and

(c)all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Copyright.

3.SECURITY FOR SECURED OBLIGATIONS.  This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Copyright Security

1

Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to the Collateral Agent or any Secured Party, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.SECURITY AGREEMENT AND INTERCREDITOR AGREEMENT.  The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Security Interest in the Copyright 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.  To the extent there is any inconsistency between this Copyright Security Agreement and the Security Agreement, the Security Agreement shall control.

Notwithstanding anything herein to the contrary, the liens and security interests granted to U.S. Bank National Association, as the Collateral Agent, pursuant to this Agreement and the exercise of any right or remedy by U.S. Bank National Association, as the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Wells Fargo Capital Finance, LLC, as the Bank Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Credit Facility Claimholders (as defined in the Intercreditor Agreement) and the Notes Claimholders (as defined in the Intercreditor Agreement), the terms of the Intercreditor Agreement shall govern and control.

5.AUTHORIZATION TO SUPPLEMENT.  Grantors shall give the Collateral Agent prompt notice in writing of any additional copyright registrations granted after the date hereof.  Without limiting Grantors’ obligations under this Section, Grantors hereby authorize the Collateral Agent unilaterally to modify this Copyright Security Agreement by amending Schedule I to include any future United States registered copyrights or applications therefor of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from the Collateral Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.COUNTERPARTS.  This Copyright Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Copyright Security Agreement.  Delivery of an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Copyright Security Agreement.  Any party delivering an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Copyright Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Copyright Security Agreement.

7.CONSTRUCTION.  This Copyright Security Agreement is a Notes Document.  Unless the context of this Copyright Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Copyright Security Agreement refer to this Copyright Security Agreement as a whole and not to any particular provision of this Copyright Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Copyright Security Agreement unless otherwise specified.  Any reference in this Copyright Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions,

2

modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds of all of the Secured Obligations other than unasserted contingent indemnification Secured Obligations.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.Notwithstanding anything herein to the contrary, the liens and security interests granted to U.S. Bank National Association, as the Collateral Agent, pursuant to this Agreement and the exercise of any right or remedy by U.S. Bank National Association, as the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Wells Fargo Capital Finance, LLC, as the Bank Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Credit Facility Claimholders (as defined in the Intercreditor Agreement) and the Notes Claimholders (as defined in the Intercreditor Agreement), the terms of the Intercreditor Agreement shall govern and control.

9.THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS COPYRIGHT SECURITY AGREEMENT.  The parties to this Copyright Security Agreement each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Copyright Security Agreement, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS COPYRIGHT SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:
	By:
	Name:
	Title:
	By:
	Name:
	Title:
	ACCEPTED AND ACKNOWLEDGED BY:
COLLATERAL AGENT:	U.S. BANK NATIONAL ASSOCIATION
	a national banking association
	By:
	Name:
	Title:

Copyright Security Agreement

SCHEDULE I
TO
COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS

Grantor Country Copyright Registration No. Registration Date

EXHIBIT B

PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this     day of            , 20  , by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to the indenture dated as of the date hereof (as amended, amended and restated, extended, renewed, refinanced, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, the Guarantors (as defined therein), the Trustee and the Collateral Agent, pursuant to which the Issuer has issued 9.25% Senior Secured Notes due 2020 (together with any Additional Notes and Exchange Notes, the “Notes”).  The Indenture requires that the Issuer and the Guarantors enter into a Security Agreement.

WHEREAS, the Grantors have executed and delivered to Collateral Agent, for the benefit of the Secured Parties, that certain Security Agreement, dated as of June 18, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to the Collateral Agent, for the benefit of the Secured Parties, this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1.DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Indenture.

2.GRANT OF SECURITY INTEREST IN PATENT COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to the Collateral Agent, for the benefit of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Patent Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Patent Collateral”):

(a)all of its Patents including those referred to on Schedule I, excluding any Patents that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States;

(b)all divisionals, continuations, continuations-in-part, reissues, reexaminations, or extensions of the foregoing; and

(c)all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Patent.

3.SECURITY FOR SECURED OBLIGATIONS.  This Patent Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Patent Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be

1

owed by Grantors, or any of them, to the Collateral Agent or any Secured Party, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.SECURITY AGREEMENT AND INTERCREDITOR AGREEMENT.  The Security Interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interests granted to the Collateral Agent, for the benefit of Secured Parties, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Security Interest in the Patent 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.  To the extent there is any inconsistency between this Patent Security Agreement and the Security Agreement, the Security Agreement shall control.

Notwithstanding anything herein to the contrary, the liens and security interests granted to U.S. Bank National Association, as the Collateral Agent, pursuant to this Agreement and the exercise of any right or remedy by U.S. Bank National Association, as the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Wells Fargo Capital Finance, LLC, as the Bank Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Credit Facility Claimholders (as defined in the Intercreditor Agreement) and the Notes Claimholders (as defined in the Intercreditor Agreement), the terms of the Intercreditor Agreement shall govern and control.

5.AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new patent application or issued patent or become entitled to the benefit of any patent application or patent for any divisional, continuation, continuation-in-part, reissue, or reexamination of any existing patent or patent application, the provisions of this Patent Security Agreement shall automatically apply thereto.  Grantors hereby authorize the Collateral Agent unilaterally to modify this Patent Security Agreement by amending Schedule I to include any such new patent rights of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from the Collateral Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.COUNTERPARTS.  This Patent Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Patent Security Agreement.  Delivery of an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Patent Security Agreement.  Any party delivering an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Patent Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Patent Security Agreement.

7.CONSTRUCTION.  This Patent Security Agreement is a Notes Document.  Unless the context of this Patent Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Patent Security Agreement refer to this Patent Security Agreement as a whole and not to any particular provision of this Patent Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Patent Security Agreement unless otherwise specified.  Any reference in this Patent Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and

2

“property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds of all of the Secured Obligations other than unasserted contingent indemnification Secured Obligations.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.Notwithstanding anything herein to the contrary, the liens and security interests granted to U.S. Bank National Association, as the Collateral Agent, pursuant to this Agreement and the exercise of any right or remedy by U.S. Bank National Association, as the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Wells Fargo Capital Finance, LLC, as the Bank Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Credit Facility Claimholders (as defined in the Intercreditor Agreement) and the Notes Claimholders (as defined in the Intercreditor Agreement), the terms of the Intercreditor Agreement shall govern and control.

9.THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS PATENT SECURITY AGREEMENT.  The parties to this Patent Security Agreement each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Patent Security Agreement, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PATENT SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Patent Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:
	By:
	Name:
	Title:
	By:
	Name:
	Title:
	ACCEPTED AND ACKNOWLEDGED BY:
COLLATERAL AGENT:	U.S. BANK NATIONAL ASSOCIATION,
	a national banking association
	By:
	Name:
	Title:

Patent Security Agreement

SCHEDULE I
to
PATENT SECURITY AGREEMENT

Patents

Grantor Country Patent Application/
Patent No. Filing Date

EXHIBIT C

PLEDGED INTERESTS ADDENDUM

This Pledged Interests Addendum, dated as of                      , 20    (this “Pledged Interests Addendum”), is delivered pursuant to Section 6 of the Security Agreement referred to below.  The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Security Agreement, dated as of June 18, 2013, (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), made by the undersigned, together with the other Grantors named therein, to U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Collateral Agent.  Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Security Agreement or, if not defined therein, in the Indenture.  The undersigned hereby agrees that the additional interests listed on Schedule I shall be and become part of the Pledged Interests pledged by the undersigned to the Collateral Agent in the Security Agreement and any pledged company set forth on Schedule I shall be and become a “Pledged Company” under the Security Agreement, each with the same force and effect as if originally named therein.

This Pledged Interests Addendum is a Notes Document.  Delivery of an executed counterpart of this Pledged Interests Addendum by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Pledged Interests Addendum.  If the undersigned delivers an executed counterpart of this Pledged Interests Addendum by telefacsimile or other electronic method of transmission, the undersigned shall also deliver an original executed counterpart of this Pledged Interests Addendum but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Pledged Interests Addendum.

The undersigned hereby certifies that the representations and warranties set forth in Section 5 of the Security Agreement of the undersigned are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as to the Pledged Interests listed herein on and as of the date hereof.

THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS PLEDGED INTERESTS ADDENDUM.  The parties to this Pledged Interests Addendum each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Pledged Interests Addendum, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGED INTERESTS ADDENDUM OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned has caused this Pledged Interests Addendum to be executed and delivered as of the day and year first above written.

[                                ]

By:

Name:

Title:

Pledged Interest Addendum

SCHEDULE I
TO
PLEDGED INTERESTS ADDENDUM

Pledged Interests

Name of
Grantor Name of
Pledged
Company Number of
Shares/Units Class of
Interests Percentage of
Class Owned Certificate
Nos.

EXHIBIT D

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this     day of            , 20  , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to the indenture dated as of the date hereof (as amended, amended and restated, extended, renewed, refinanced, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, the Guarantors (as defined therein), the Trustee and the Collateral Agent, pursuant to which the Issuer has issued 9.25% Senior Secured Notes due 2020 (together with any Additional Notes and Exchange Notes, the “Notes”).  The Indenture requires that the Issuer and the Guarantors enter into a Security Agreement.

WHEREAS, the Grantors have executed and delivered to Collateral Agent, for the benefit of the Secured Parties, that certain Security Agreement, dated as of June 18, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to the Collateral Agent, for the benefit of the Secured Parties, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1.DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Indenture.

2.GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to the Collateral Agent, for the benefit of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”):

(a)all of its Trademarks, exclusive, however, of (i) any Trademarks that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States, and (ii) any Excluded Collateral;

(b)all goodwill of the business connected with the use of, and symbolized by, each Trademark; and

(c)all products and proceeds (as that term is defined in the Code) of the foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark, including right to receive any damages or (ii) injury to the goodwill associated with any Trademark.

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3.SECURITY FOR SECURED OBLIGATIONS.  This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to the Collateral Agent or any Secured Party, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.SECURITY AGREEMENT AND INTERCREDITOR AGREEMENT.  The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent 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.  To the extent there is any inconsistency between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall control.

Notwithstanding anything herein to the contrary, the liens and security interests granted to U.S. Bank National Association, as the Collateral Agent, pursuant to this Agreement and the exercise of any right or remedy by U.S. Bank National Association, as the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June 18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Wells Fargo Capital Finance, LLC, as the Bank Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Credit Facility Claimholders (as defined in the Intercreditor Agreement) and the Notes Claimholders (as defined in the Intercreditor Agreement), the terms of the Intercreditor Agreement shall govern and control.

5.AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto.  Grantors hereby authorize the Collateral Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from the Collateral Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.COUNTERPARTS.  This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement.  Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement.  Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.

7.CONSTRUCTION.  This Copyright Security Agreement is a Notes Document.  Unless the context of this Trademark Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Trademark Security Agreement refer to this Trademark Security Agreement as a whole and not to any particular provision of this Trademark Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Trademark Security Agreement to any

2

agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds of all of the Secured Obligations (including the payment of any termination amount then applicable  other than unasserted contingent indemnification Secured Obligations.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS TRADEMARK SECURITY AGREEMENT.  The parties to this Trademark Security Agreement each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Trademark Security Agreement, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS TRADEMARK SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:
	By:
	Name:
	Title:
	By:
	Name:
	Title:
	ACCEPTED AND ACKNOWLEDGED BY:
COLLATERAL AGENT:	U.S. BANKING NATIONAL ASSOCIATION
	a national banking association
	By:
	Name:
	Title:

1

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications

Grantor Country Mark Application/
Registration No. App/Reg Date

EXHIBIT E

FORM OF PERMITTED ADDITIONAL PARI PASSU SECURED PARTY JOINDER

[Name of Authorized Representative]

[Address of Authorized Representative]

[Date]

The undersigned is the Authorized Representative for [list names of new secured parties] who have evidenced in writing their intent and consent to become Secured Parties (the “New Secured Parties”) under the Security Agreement, dated as of June 18, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”), each of the subsidiaries signatories thereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and together with the Issuer, the “Grantors”) and U.S. Bank National Association, a national banking association, as the Collateral Agent.  Terms used herein but not defined herein have the meanings assigned to such terms in the Security Agreement.

In consideration of the foregoing, the undersigned Authorized Representative hereby:

(i)represents that the Authorized Representative has been duly authorized by the New Secured Parties to become a party to the Security Agreement on behalf of the New Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the “New Secured Obligations”) and to act as the Authorized Representative for the New Secured Parties, including to appoint the Collateral Agent as set forth below;

(ii)acknowledges that each of the New Secured Parties has received a copy of the Security Agreement, the Intercreditor Agreement and the Indenture, and accepts, acknowledges and agrees for itself and each New Secured Party to be bound in all respects by the terms of the Security Agreement, including the provisions of the Indenture incorporated therein by reference;

(iii)appoints and authorizes the Collateral Agent, as Collateral Agent for the New Secured Parties under the Security Agreement and the Intercreditor Agreement, to take such action as agent on its behalf and on behalf of all other Secured Parties and to exercise such powers under the Security Agreement and the Intercreditor Agreement as are delegated to the Collateral Agent by the terms thereof;

(iv)accepts, acknowledges and agrees for itself and each New Secured Party to be bound in all respects by the terms of the Intercreditor Agreement applicable to it and the New Secured Parties and agrees to serve as Authorized Representative for the New Secured Parties with respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms thereof applicable to holders of Permitted Additional Pari Passu Obligations, with all the rights and obligations of a Notes Claimholder (as defined in the Intercreditor Agreement) thereunder and bound by all the provisions thereof (including, without limitation, Section 9.3 thereof) as fully as if it had been a Notes Claimholder on the effective date of the Intercreditor Agreement and agrees that its address for receiving notices pursuant to the Security Agreement and the other Security Documents shall be as follows:

[Address]

The New Secured Parties shall be the Authorized Representative and the holders of the New Secured Obligations.

The Authorized Representative for itself and each New Secured Party does hereby covenant and agree in favor of the Collateral Agent that:

a)The Collateral Agent shall have no obligation whatsoever to the Authorized Representatives or any of the Secured Parties to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s liens or security interests have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or any Grantor’s property constituting collateral intended to be subject to the lien and security interest of the Security Agreement has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to the Security Agreement, any Notes Document or the Intercreditor Agreement other than pursuant to the instructions provided in the Security Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Authorized Representative or any Secured Party as to any of the foregoing.

b)No provision of the Security Agreement or any Notes Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Required Secured Parties unless the Collateral Agent shall have received indemnity satisfactory to the Collateral Agent against potential costs and liabilities incurred by the Collateral Agent relating thereto.  Notwithstanding anything to the contrary contained in the Security Agreement, the Intercreditor Agreement or the Notes Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent shall not be required to commence any such action or exercise  any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances unless the Collateral Agent has received security or indemnity from the Secured Parties in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability.  The Collateral Agent shall at any time be entitled to cease taking any action described above if it no longer reasonably deems any indemnity, security or undertaking from the Grantors or the Secured Parties to be sufficient.

c)The Collateral Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with the Intercreditor Agreement or any Notes Documents or instrument referred to herein or therein, except to the extent that any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Issuers (and money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required by law) and (iii) may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such counsel.  The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose duties to act.

d)In no event shall the Collateral Agent be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage or any kind whatsoever (including, but not

limited to, lost profits) irrespective of whether the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

e)The Collateral Agent does not assume any responsibility for any failure or delay in performance or any breach by the Grantors under the Security Agreement, the Intercreditor Agreement and the Notes Documents.  The Collateral Agent shall not be responsible to the Secured Parties or any other Person for any recitals, statements, information, representations or warranties contained in any Notes Documents or in any certificate, report, statement, or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, the Security Agreement, the Intercreditor Agreement or any Notes Document; the execution, validity, genuineness, effectiveness or enforceability of the Security Agreement, the Intercreditor Agreement and any Notes Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Notes Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any failure of any obligor to perform its Notes Obligations under the Security Agreement, the Intercreditor Agreement and the Notes Documents.  The Collateral Agent shall have no obligation to any Secured Party or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any obligor of any terms of the Security Agreement, the Intercreditor Agreement and the Notes Documents, or the satisfaction of any conditions precedent contained in the Security Agreement, the Intercreditor Agreement and any Notes Documents.  The Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under the Security Agreement, the Intercreditor Agreement and the Notes Documents unless expressly set forth hereunder or thereunder.  The Collateral Agent shall have the right at any time to seek instructions from the Required Secured Parties with respect to the administration of the Notes Documents.

f)The Secured Parties hereby agree and acknowledge that the Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of the Security Agreement, the Intercreditor Agreement, the Notes Documents or any actions taken pursuant hereto or thereto.  Further, the Secured Parties hereby agree and acknowledge that in the exercise of its rights under the Security Agreement, the Intercreditor Agreement and the Notes Documents, the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Collateral, including without limitation the properties under the real property that constitute Collateral, and that any such actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral, including without limitation the real properties that constitute Collateral, as those terms are defined in Section 101(20)(E) of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended.

(g)The Authorized Representative for itself and on behalf of the New Secured Parties, shall take such action as the Collateral Agent may reasonably request to carry out the intent of the foregoing obligations of the Authorized Representative and the New Secured Parties, an including executing, acknowledging, authorizing, delivering or recording or filing additional instruments, agreements or documents.

The Collateral Agent, by acknowledging and agreeing to this Permitted Additional Pari Passu Secured Party Joinder, and in consideration of the foregoing representations, warranties, covenants and agreements of the Authorized Representative and each other New Secured Party accepts the appointment set forth in clause (iii) above.

THIS OTHER PARI PASSU LIEN SECURED PARTY JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the undersigned has caused this Permitted Additional Pari Passu Secured Party Joinder to be duly executed by its authorized officer as of the     day of            , 20  .

		[AUTHORIZED REPRESENTATIVE]
		By:
			Name:
			Title:
Acknowledged and Agreed
U.S. BANK NATIONAL ASSOCIATION
as Collateral Agent
By:
	Name:
	Title:
JACK COOPER HOLDINGS CORP.
By:
	Name:
	Title:

EX-10.2.2

Exhibit 10.2.2

JOINDER

Joinder No. 1 (this “Joinder”), dated as of December 13, 2013, to the Security Agreement, dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to the indenture dated as of the date hereof (as amended, amended and restated, extended, renewed, refinanced, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, the Guarantors (as defined therein), the Trustee and the Collateral Agent, pursuant to which the Issuer has issued 9.25% Senior Secured Notes due 2020 (together with any Exchange Notes and Additional Notes, the “Notes”). The Indenture requires that the Issuer and the Guarantors enter into the Security Agreement; and

WHEREAS, pursuant to Section 4.17 of the Indenture and Section 25 of the Security Agreement, certain Subsidiaries of the Secured Parties, must execute and deliver certain Notes Documents, including the Security Agreement, and the joinder to the Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Joinder in favor of the Collateral Agent, for the benefit of the Secured Parties; and

WHEREAS, each New Grantor (a) is a Subsidiary of the Issuer and, as such, will benefit from the Indenture and (b) by becoming a Guarantor will benefit from certain rights granted to the Guarantors pursuant to the terms of the Notes Documents;

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as follows:

1.             In accordance with Section 25 of the Security Agreement, each New Grantor, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date hereof. In furtherance of the foregoing, each New Grantor does hereby unconditionally grant, collaterally assign, and pledge to the Collateral Agent, for the benefit of the Secured Parties, to secure the Secured Obligations, a continuing security interest in and to all of such New Grantor’s right, title and interest in and to the Collateral. Schedule 1, “Commercial Tort Claims”, Schedule 2, “Copyrights”, Schedule 3, “Intellectual Property Licenses”, Schedule 4, “Patents”, Schedule 5, “Trademarks”, Schedule 6,

“Pledged Companies”, Schedule 6(k), “Controlled Accounts”, Schedule 7, “Owned Real Property”, Schedule 8, “List of Uniform Commercial Code Filing Jurisdictions”, and Schedule 9, “Vehicles” attached hereto supplement Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 6(k), Schedule 7, Schedule 8, and Schedule 9, respectively, to the Security Agreement and shall be deemed a part thereof for all purposes of the Security Agreement. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is incorporated herein by reference. Each New Grantor authorizes the Collateral Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments thereto (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance. Each New Grantor also hereby ratifies any and all financing statements or amendments previously filed by the Collateral Agent in any jurisdiction in connection with the Notes Documents.

2.             Each New Grantor represents and warrants to Collateral Agent and the Secured Parties that this Joinder has been duly executed and delivered by such New Grantor and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3.             This Joinder is a Notes Document. This Joinder may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Joinder. Delivery of an executed counterpart of this Joinder by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Joinder. Any party delivering an executed counterpart of this Joinder by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Joinder but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Joinder.

4.             The Security Agreement, as supplemented hereby, shall remain in full force and effect.

5.             THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS JOINDER. The parties to this Joinder each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Joinder, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION

OR PROCEEDING ARISING OUT OF OR RELATING TO THIS JOINDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Joinder to the Security Agreement to be executed and delivered as of the day and year first above written.

NEW GRANTORS:	AXIS LOGISTIC SERVICES, INC.
	By:	/s/ Michael S. Testman
	Name:	Michael S. Testman
	Title:	CFO
	JACK COOPER CT SERVICES, INC.
	By:	/s/ Michael S. Testman
	Name:	Michael S. Testman
	Title:	Chief Financial Officer
	JACK COOPER RAIL AND SHUTTLE, INC.
	By:	/s/ Michael S. Testman
	Name:	Michael S. Testman
	Title:	Chief Financial Officer
COLLATERAL AGENT:	U.S. BANK NATIONAL ASSOCIATION,
	a national banking association
	By:	/s/ Raymond S. Haverstock
	Name:	Raymond S. Haverstock
	Title:	Vice President

Joinder to Security Agreement (Indenture)

The Supplemental Schedules (the “Supplemental Schedules”) identified hereinafter and in the Security Agreement shall be subject to the following terms and conditions:

1.             Unless the context otherwise requires, any terms used in these Supplemental Schedules but not defined herein shall have the meanings ascribed thereto in the Security Agreement.

2.             References to specific sections or subsections of the Security Agreement or these Supplemental Schedules are not meant and should not be construed as limiting the noted disclosure to that particular section or subsection. Any disclosure made in these Supplemental Schedules is deemed disclosed for purposes of all relevant sections or subsections of the Security Agreement.

3.             No disclosure of any matter contained herein shall create an implication that such matter meets any standard of materiality or an admission as to any facts underlying a representation or warranty. Matters reflected in a Supplemental Schedule are not necessarily limited to matters required by the Security Agreement to be reflected in these Supplemental Schedules. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature, nor shall the inclusion of any item be construed as implying that any such item is “material” for any purpose.

4.             Any disclosures that refer to a document are qualified in their entirety by reference to the text of such document.

SCHEDULE 1

COMMERCIAL TORT CLAIMS

[include specific case caption or descriptions per Official Code Comment 5 to Section 9-108 of the Code]

None.

SCHEDULE 2

COPYRIGHTS

None.

SCHEDULE 3

INTELLECTUAL PROPERTY LICENSES

None.

SCHEDULE 4

PATENTS

None.

SCHEDULE 5

TRADEMARKS

None

SCHEDULE 6

PLEDGED COMPANIES

Name of Grantor	Name of Pledged Company	Number of Shares/Units	Class of Interests	Percentage of Class Owned	Certificate Nos.
None.

SCHEDULE 6(k)

CONTROLLED ACCOUNT BANKS

DEPOSIT ACCOUNTS

AXIS LOGISTIC SERVICES, INC.

Co.	Bank Name	Bank Acct Number	Account Use
None.

JACK COOPER CT SERVICES, INC.

Co.	Bank Name	Bank Acct Number	Account Use
None.

JACK COOPER RAIL AND SHUTTLE, INC.

Co.	Bank Name	Bank Acct Number	Account Use
None.

SCHEDULE 7

OWNED REAL PROPERTY

None.

SCHEDULE 8

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS

Grantor	Jurisdictions
AXIS LOGISTIC SERVICES, INC.	Delaware
JACK COOPER RAIL AND SHUTTLE, INC.	Delaware
JACK COOPER CT SERVICES, INC.	Delaware

SCHEDULE 9

VEHICLES

None.

EX-10.3.1

Exhibit 10.3.1

AMENDED AND RESTATED SECURITY AGREEMENT

This AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of June 18, 2013,  among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Parent”) and the Subsidiaries of Parent identified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and

WHEREAS, Agent has agreed to act as agent for the benefit of the Lender Group and the Bank Product Providers in connection with the transactions contemplated by the Credit Agreement and this Agreement; and

WHEREAS, in order to induce the Lender Group to enter into the Credit Agreement and the other Loan Documents and to induce the Lender Group and the Bank Product Providers to continue to make financial accommodations to Borrowers as provided for in the Credit Agreement, the other Loan Documents and the Bank Product Agreements, Grantors have agreed to grant a continuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of, among other things, the Secured Obligations.

NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.             Defined Terms.  All initially capitalized terms used herein (including in the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Credit Agreement (including Schedule 1.1 thereto).  Any terms (whether capitalized or lower case) used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Credit Agreement; provided, however, that to the extent that the Code is used to define any term used herein and if such term is defined differently in different Divisions of the Code, the definition of such term contained in Division 9 of the Code shall govern.  In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

(a)           “Account” means an account (as that term is defined in Division 9 of the Code).

(b)           “Account Debtor” means an account debtor (as that term is defined in the Code).

(c)           “Activation Instruction” has the meaning specified therefor in Section 6(k).

(d)           “Agent” has the meaning specified therefor in the preamble to this Agreement.

1

(e)           “Agent’s Lien” has the meaning specified therefor in the Credit Agreement.

(f)            “Agreement” has the meaning specified therefor in the preamble to this Agreement.

(g)           “Bank Product Obligations” has the meaning specified therefor in the Credit Agreement.

(h)           “Bank Product Provider” has the meaning specified therefor in the Credit Agreement.

(i)            “Bankruptcy Code” means title 11 of the United States Code, as in effect from time to time.

(j)            “Books” means books and records (including each Grantor’s Records indicating, summarizing, or evidencing such Grantor’s assets (including the Collateral) or liabilities, each Grantor’s Records relating to such Grantor’s business operations or financial condition, and each Grantor’s goods or General Intangibles related to such information).

(k)           “Borrower” and “Borrowers” have the meanings specified therefor in the recitals to this Agreement.

(l)            “Cash Equivalents” has the meaning specified therefor in the Credit Agreement.

(m)          “CFC” means a controlled foreign corporation (as that term is defined in the IRC).

(n)           “Chattel Paper” means chattel paper (as that term is defined in the Code), and includes tangible chattel paper and electronic chattel paper.

(o)           “Code” means the California Uniform Commercial Code, as in effect from time to time; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.

(p)           “Collateral” has the meaning specified therefor in Section 2.

(q)           “Collections” has the meaning specified therefor in the Credit Agreement.

(r)            “Commercial Tort Claims” means commercial tort claims (as that term is defined in the Code), and includes those commercial tort claims listed on Schedule 1.

(s)            “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et. seq.), as amended from time to time, and any successor statute.

(t)            “Controlled Account” has the meaning specified therefor in Section 6(k).

(u)           “Controlled Account Agreements” means those certain cash management agreements, in form and substance reasonably satisfactory to Agent, each of which is executed and delivered by a Grantor, Agent, and one of the Controlled Account Banks.

(v)           “Controlled Account Bank” has the meaning specified therefor in Section 6(k).

2

(w)          “Copyrights” means any and all rights in any works of authorship, including (i) copyrights and moral rights, (ii) copyright registrations and recordings thereof and all applications in connection therewith including those listed on Schedule 2, (iii) income, license fees, royalties, damages, and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (iv) the right to sue for past, present, and future infringements thereof, and  (v) all of each Grantor’s rights corresponding thereto throughout the world.

(x)           “Copyright Security Agreement” means each Copyright Security Agreement executed and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit A.

(y)           “Credit Agreement” has the meaning specified therefor in the recitals to this Agreement.

(z)           “Deposit Account” means a deposit account (as that term is defined in the Code).

(aa)         “Equipment” means equipment (as that term is defined in the Code).

(bb)         “Event of Default” has the meaning specified therefor in the Credit Agreement.

(cc)         “Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time.

(dd)         “Excluded Deposit Account” means any Deposit Account or Securities Account the balance of which consists exclusively of (a) withheld income taxes and federal, state or local employment taxes in such amounts as are required to be paid to the Internal Revenue Service or state or local government agencies within the following two months with respect to employees of any Grantor and (b) amounts required to be paid over to an employee benefit plan pursuant to Department of Labor Regulation Sec. 2510.3-102 on behalf of or for the benefit of employees of any Grantor, and all segregated Deposit Accounts constituting (and the balance of which consists solely of funds set aside in connection with) tax accounts, payroll accounts and trust accounts and (c) pledges and deposits permitted by clauses (h), (i), (j), (q), (x), (y), (z), (aa) and (cc) of the definition of Permitted Liens.

(ee)         “Excluded Swap Obligation” means, with respect to any Grantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Grantor of, or the grant by such Grantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Grantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of such Grantor or the grant of such security interest becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal.

(ff)          “Fixtures” means fixtures (as that term is defined in the Code).

(gg)         “General Intangibles” means general intangibles (as that term is defined in the Code), and includes payment intangibles, contract rights, rights to payment, rights under Hedge Agreements (including the right to receive payment on account of the termination (voluntarily or involuntarily) of any such Hedge Agreements), rights arising under common law, statutes, or regulations, choses or things in action, goodwill, Intellectual Property, Intellectual Property Licenses, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, pension plan refunds, pension plan

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refund claims, insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership or limited liability company which do not constitute a security under Division 8 of the Code, and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable Collateral, and oil, gas, or other minerals before extraction.

(hh)         “Grantor” and “Grantors” have the respective meanings specified therefor in the preamble to this Agreement.

(ii)           “Guaranty” has the meaning specified therefor in the Credit Agreement.

(jj)           “Insolvency Proceeding” has the meaning specified therefor in the Credit Agreement.

(kk)         “Intellectual Property” means any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions (whether or not patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints, drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other forms of technology or proprietary information of any kind, including all rights therein and all applications for registration or registrations thereof.

(ll)           “Intellectual Property Licenses” means, with respect to any Person (the “Specified Party”), (i) any licenses or other similar rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person, and (ii) any licenses or other similar rights provided to any other Person in or with respect to Intellectual Property owned or controlled by the Specified Party, in each case, including (A) any software license agreements (other than license agreements for commercially available off-the-shelf software that is generally available to the public which have been licensed to a Grantor pursuant to end-user licenses), (B) the license agreements listed on Schedule 3, and (C) the right to use any of the licenses or other similar rights described in this definition in connection with the enforcement of the Lender Group’s rights under the Loan Documents.

(mm)      “Inventory” means inventory (as that term is defined in the Code).

(nn)         “Investment Related Property” means (i) any and all investment property (as that term is defined in the Code), and (ii) any and all of the following (regardless of whether classified as investment property under the Code):  all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements, but excluding, in each case, the Excluded Collateral.

(oo)         “IRC” means the Internal Revenue Code of 1986, as in effect from time to time.

(pp)         “Joinder” means each Joinder to this Agreement executed and delivered by Agent and each of the other parties listed on the signature pages thereto, in substantially the form of Annex 1.

(qq)         “Lender Group” has the meaning specified therefor in the Credit Agreement.

(rr)           “Lender” and “Lenders” have the respective meanings specified therefor in the recitals to this Agreement.

(ss)          “Liberty Mutual Account” means the “Escrow Account” with a balance not to exceed $2,250,378.06 described in that certain Confidential Settlement Agreement and Release, dated as of June 1, 2012, by and between Liberty Mutual Insurance Company and Liberty Mutual Fire Insurance Company, Inc. (collectively, “Liberty Mutual”), on the one hand, and Jack Cooper Transport and certain of its Subsidiaries and Affiliates, on the other hand, with respect to certain contingent obligations of Jack Cooper Transport to Liberty Mutual.

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(tt)           “Loan Documents” has the meaning specified therefor in the Credit Agreement.

(uu)         “Negotiable Collateral” means letters of credit, letter-of-credit rights, instruments, promissory notes, drafts and documents (as each such term is defined in the Code).

(vv)         “Obligations” has the meaning specified therefor in the Credit Agreement.

(ww)       “Parent” has the meaning specified therefor in the recitals to this Agreement.

(xx)         “Patents” means patents and patent applications, including (i) the patents and patent applications listed on Schedule 4, (ii) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (iii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (iv) the right to sue for past, present, and future infringements thereof, and (v) all of each Grantor’s rights corresponding thereto throughout the world.

(yy)         “Patent Security Agreement” means each Patent Security Agreement executed and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit B.

(zz)         “Permitted Liens” has the meaning specified therefor in the Credit Agreement.

(aaa)      “Person” has the meaning specified therefor in the Credit Agreement.

(bbb)      “Pledged Companies” means each Person listed on Schedule 6 as a “Pledged Company”, together with each other Person, all or a portion of whose Stock is acquired or otherwise owned by a Grantor after the Closing Date.

(ccc)       “Pledged Interests” means all of each Grantor’s right, title and interest in and to all of the Stock now owned or hereafter acquired by such Grantor, regardless of class or designation, including in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Stock, the right to receive any certificates representing any of the Stock, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing, but excluding any Excluded Collateral.

(ddd)      “Pledged Interests Addendum” means a Pledged Interests Addendum substantially in the form of Exhibit C.

(eee)       “Pledged Note” has the meaning specified therefor in Section 5(i).

(fff)        “Pledged Operating Agreements” means all of each Grantor’s rights, powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies.

(ggg)       “Pledged Partnership Agreements” means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

(hhh)      “Preferred Payment Escrow Account” has the meaning specified therefor in the Credit Agreement.

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(iii)          “Proceeds” has the meaning specified therefor in Section 2.

(jjj)         “PTO” means the United States Patent and Trademark Office.

(kkk)      “Real Property” means any estates or interests in real property now owned or hereafter acquired by any Grantor and the improvements thereto.

(lll)          “Records” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

(mmm)  “Rescission” has the meaning specified therefor in Section 6(k).

(nnn)      “SEC” means the United States Securities and Exchange Commission and any successor thereto.

(ooo)      “Secured Obligations” means the Obligations (as defined in the Credit Agreement); provided, anything to the contrary contained in the foregoing notwithstanding, the Secured Obligations of the Grantors shall exclude any Excluded Swap Obligation.

(ppp)      “Securities Account” means a securities account (as that term is defined in the Code).

(qqq)      “Security Interest” has the meaning specified therefor in Section 2.

(rrr)         “Stock” has the meaning specified therefor in the Credit Agreement.

(sss)        “Supporting Obligations” means supporting obligations (as such term is defined in the Code), and includes letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments or Investment Related Property.

(ttt)         “Swap Obligation” means, with respect to any Grantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

(uuu)      “Trademarks” means any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including (i) the trade names, registered trademarks, trademark applications, registered service marks and service mark applications listed on Schedule 5, (ii) all renewals thereof, (iii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iv) the right to sue for past, present and future infringements and dilutions thereof, (v) the goodwill of each Grantor’s business symbolized by the foregoing or connected therewith, and (vi) all of each Grantor’s rights corresponding thereto throughout the world.

(vvv)      “Trademark Security Agreement” means each Trademark Security Agreement executed and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit D.

(www)    “Triggering Event” means, as of any date of determination, that (a) an Event of Default has occurred and is continuing as of such date, or (b) Excess Availability is less than the product of 12.5% times the Maximum Revolver Amount.

(xxx)      “URL” means “uniform resource locator,” an internet web address.

(yyy)      “VIN” has the meaning specified therefor in Section 5(h).

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2.             Grant of Security.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (hereinafter referred to as the “Security Interest”) in all of such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (the “Collateral”):

(a)           all of such Grantor’s Accounts;

(b)           all of such Grantor’s Books;

(c)           all of such Grantor’s Chattel Paper;

(d)           all of such Grantor’s Deposit Accounts (other than the Excluded Deposit Accounts);

(e)           all of such Grantor’s Equipment and Fixtures;

(f)            all of such Grantor’s General Intangibles;

(g)           all of such Grantor’s Inventory;

(h)           all of such Grantor’s Investment Related Property;

(i)            all of such Grantor’s Negotiable Collateral;

(j)            all of such Grantor’s Supporting Obligations;

(k)           all of such Grantor’s Commercial Tort Claims;

(l)            all of such Grantor’s money, Cash Equivalents, or other assets of such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any other member of the Lender Group; and

(m)          all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”).  Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or Agent from time to time with respect to any of the Investment Related Property.

Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” (and any references thereto or to any assets comprising the “Collateral” (including the use of defined terms hereunder)) shall not include: (i) any of the outstanding Stock of any CFC held by a Grantor in excess of 65% of the voting power of all classes of Stock of such CFC entitled to vote; (ii) any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor to which any Grantor is a

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party or any of its rights or interest in any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor if the grant of a security interest or Lien therein shall constitute or would result in (a) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, or (b) a breach or termination pursuant to the terms of, or a default under, any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, or 9-409 of the Code (or any successor provision or provisions) or any other applicable law; provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor  that does not result in any of the consequences specified in clauses (a) or (b) above; provided, further, that such security interest shall attach to the right to receive the payment of money (including, without limitation, Accounts and General Intangibles) or any other rights referred to in certain sections of the Code (or any successor provision or provisions) and to the proceeds of any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor  (unless such proceeds would otherwise be excluded pursuant to clauses (a) or (b) above); (iii) any property for which attaching a security interest would result in the forfeiture of the Grantor’s rights over the property, including U.S. intent-to-use application for trademark or service mark registration prior to the filing and acceptance by the PTO of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to use trademark or service mark applicable under applicable federal law; (iv) any Intellectual Property that is protectable, registered or applied for solely under the laws of jurisdictions outside the United States and any other assets located outside the United States to the extent a Lien on such assets cannot be perfected by the filing of a Code financing statement in the jurisdiction of organization of the applicable Grantor, (v)  Excluded Deposit Accounts, (vi) any asset securing Capitalized Lease Obligations permitted under the Credit Agreement or Permitted Purchase Money Indebtedness, in each case, to the extent the grant of a security interest or Lien thereon to the Agent is prohibited by the terms of such Indebtedness, (vii) Excluded Real Property and any leased real property, (viii) any property or assets to the extent that any law applicable thereto prohibits the creation of a security interest therein or would require a consent not obtained of any Governmental Authority, (ix) any Stock in Persons that are not wholly-owned Subsidiaries of the Parent that are subject to an enforceable negative pledge provision, (x) the Liberty Mutual Account and the Preferred Payment Escrow Account, and (xi) assets subject to Liens permitted pursuant to clauses (o) or (u) of the definition of Permitted Liens to the extent the grant of a security interest or Lien thereon to the Agent is prohibited by the terms thereof (collectively, the “Excluded Collateral”).

3.             Security for Secured Obligations.  The Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank Product Providers or any of them, but for the fact that they are unenforceable or not allowable (in whole or in part) as a claim in an Insolvency Proceeding involving any Grantor due to the existence of such Insolvency Proceeding.

4.             Grantors Remain Liable.  Anything herein to the contrary notwithstanding, (a) each of the Grantors shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Agent or any other member of the Lender Group of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) none of the members of the Lender Group shall have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the members of the Lender Group be obligated to perform any of the obligations or duties of any Grantors thereunder or to take any action to collect

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or enforce any claim for payment in which a security interest is granted hereunder.  Until an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement, the Credit Agreement, or any other Loan Document, Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of the Credit Agreement and the other Loan Documents.  Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the applicable Grantor until (i) the occurrence and continuance of an Event of Default and (ii) Agent has notified the applicable Grantor of Agent’s election to exercise such rights with respect to the Pledged Interests pursuant to Section 15.

5.             Representations and Warranties.  Each Grantor hereby represents and warrants to Agent, for the benefit of the Lender Group and the Bank Product Providers, which representations and warranties shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

(a)           The exact legal name of each of the Grantors is set forth on the signature pages of this Agreement or a written notice provided to Agent pursuant to Section 6.5 of the Credit Agreement.

(b)           Schedule 7 sets forth all Real Property owned by any of the Grantors as of the Closing Date.

(c)           As of the Closing Date: (i) Schedule 2 provides a complete and correct list of all registered Copyrights owned by any Grantor, all applications for registration of Copyrights owned by any Grantor, and all other Copyrights owned by any Grantor and material to the conduct of the business of any Grantor; (ii) Schedule 3 provides a complete and correct list of all Intellectual Property Licenses entered into by any Grantor pursuant to which (A) any Grantor has provided any license or other rights in Intellectual Property owned or controlled by such Grantor to any other Person or (B) any Person has granted to any Grantor any license or other rights in Intellectual Property owned or controlled by such Person that is material to the business of such Grantor, excluding any off-the-shelf software licenses granted in the ordinary course of business but including any Intellectual Property that is incorporated in any Inventory, software, or other product marketed, sold, licensed, or distributed by such Grantor; (iii) Schedule 4 provides a complete and correct list of all issued Patents owned by any Grantor and all applications for Patents owned by any Grantor; and (iv) Schedule 5 provides a complete and correct list of all registered Trademarks owned by any Grantor, all applications for registration of Trademarks owned by any Grantor, and all other Trademarks owned by any Grantor and material to the conduct of the business of any Grantor.

(d)           (i) Each Grantor owns exclusively or holds licenses in all Intellectual Property that is necessary and material to the conduct of its business;

(ii)           to each Grantor’s knowledge after reasonable inquiry, no Person has infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights owned by such Grantor, in each case, that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Change;

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(iii)          (A) to each Grantor’s knowledge after reasonable inquiry, (1) such Grantor has never infringed or misappropriated and is not currently infringing or misappropriating any Intellectual Property rights of any Person, and (2) no product manufactured, used, distributed, licensed, or sold by or service provided by such Grantor has ever infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights of any Person, in each case, except where such infringement or misappropriation either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Change, and (B) there are no pending, or to any Grantor’s knowledge after reasonable inquiry, threatened in writing infringement or misappropriation claims or proceedings pending against any Grantor, and no Grantor has received any notice or other communication of any actual or alleged infringement or misappropriation of any Intellectual Property rights of any Person, in each case, except where such infringement or misappropriation either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Change;

(iv)          to each Grantor’s knowledge after reasonable inquiry, all registered Copyrights, registered Trademarks, and issued Patents that are owned by such Grantor and necessary and material in and to the conduct of its business are valid, subsisting and enforceable and in compliance in all material respects with all legal requirements, filings, and payments and other actions that are required to maintain such Intellectual Property in full force and effect; and

(v)           each Grantor has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all trade secrets owned by such Grantor that are necessary and material in the business of such Grantor;

(e)           This Agreement creates a valid security interest in the Collateral of each Grantor, to the extent a security interest therein can be created under the Code, securing the payment of the Secured Obligations.  Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Code, all filings and other actions necessary to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements listing each applicable Grantor, as a debtor, and Agent, as secured party, in the jurisdictions listed next to such Grantor’s name on Schedule 8.  Upon the making of such filings, Agent shall have a first priority perfected security interest in the Collateral of each Grantor (subject to Permitted Liens and the Intercreditor Agreement) to the extent such security interest can be perfected by the filing of a financing statement in the jurisdictions list on Schedule 8.  Upon the effectiveness of the filing of the Copyright Security Agreement with the United States Copyright Office (with respect to United States registered copyrights and copyright applications, if any), filing of the Patent Security Agreement and the Trademark Security Agreement with the PTO (with respect to United States registered Trademarks and Trademark applications (other than Excluded Collateral) and United States registered Patents and Patent applications, if any), and the filing of appropriate financing statements in the jurisdictions listed on Schedule 8, all action necessary to protect and perfect the Security Interest in and to on such Patents, Trademarks, or Copyrights, as applicable, has been taken and such perfected Security Interest is enforceable as such as against any and all creditors of and purchasers from any Grantor (subject to Permitted Liens).  To the extent required by the Loan Documents, all action by any Grantor requested by Agent necessary to perfect such security interest on each item of Collateral has been duly taken.

(f)            (i) Except for the Security Interest created hereby and except as expressly permitted in the Credit Agreement, each Grantor is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 6 as being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Closing Date; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and nonassessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Stock of the Pledged Companies of such Grantor identified on Schedule 6 as supplemented or modified by any Pledged Interests Addendum or any Joinder to this Agreement; (iii) such Grantor has the right and requisite authority to pledge, the Investment Related Property pledged by such Grantor to Agent as provided herein; (iv) all actions necessary to perfect and establish the first priority (subject to the Intercreditor

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Agreement and Permitted Liens) of, or otherwise protect, Agent’s Liens in the Investment Related Property (to the extent constituting Collateral), and the proceeds thereof, have been duly taken, subject to local perfection requirements with respect to non-United States jurisdictions (which shall not be required) upon (A) the execution and delivery of this Agreement; (B) the taking of possession by Agent (or the Notes Agent, as its agent or designee, or any other agent or designee) of any certificates representing the Pledged Interests, together with undated powers (or other documents of transfer acceptable to Agent) endorsed in blank by the applicable Grantor; (C) the filing of financing statements in the applicable jurisdiction set forth on Schedule 8 for such Grantor with respect to the Pledged Interests of such Grantor that are not securities under Article 8 of the Code, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto; and (v) each Grantor has delivered to and deposited with Agent (or the Notes Agent, as its agent or designee) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to Agent) endorsed in blank with respect to such certificates.  None of the Pledged Interests owned or held by such Grantor has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.  The terms of this Section 5(f) shall be subject in all respects to the provisions of the Intercreditor Agreement.

(g)           Subject to local perfection requirements with respect to non-United States jurisdictions where Agent has not requested compliance, no consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the grant of a Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by Agent of the voting or other rights provided for in this Agreement (subject to Section 15(a)) with respect to the Investment Related Property or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of Investment Related Property by laws affecting the offering and sale of securities generally and except for consents, approvals, authorizations or other orders or actions that have been obtained or given (as applicable) and that are currently in force.  No Intellectual Property License of any Grantor that is necessary and material to the conduct of such Grantor’s business requires any consent of any other Person in order for such Grantor to grant the security interest granted hereunder in such Grantor’s right, title or interest in or to such Intellectual Property License.

(h)           Schedule 9 sets forth all motor vehicles owned by Grantors as of the Closing Date, by model, model year and vehicle identification number (“VIN”).

(i)            As of the Closing Date, except in each case as disclosed to Agent in writing, there is no default, breach, violation, or event of acceleration existing under any promissory note (as defined in the Code) constituting Collateral and pledged hereunder (each a “Pledged Note”) and no event has occurred or circumstance exists which, with the passage of time or the giving of notice, or both, would constitute a default, breach, violation, or event of acceleration under any Pledged Note.  Except as otherwise determined in the reasonable business judgment of such Grantor, no Grantor that is an obligee under a Pledged Note has waived any default, breach, violation, or event of acceleration under such Pledged Note.

(j)            As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Grantor in a securities account.  In addition, except as indicated on Schedule 6, as of the Closing Date, or any Pledged Interests Addendum, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide that such Pledged Interests are securities governed by Article 8 or Division 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

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6.             Covenants.  Each Grantor, jointly and severally, covenants and agrees with Agent that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 22, subject to the terms of the Intercreditor Agreement:

(a)           Possession of Collateral.  In the event that any Collateral, including Proceeds, is evidenced by or consists of Negotiable Collateral, Investment Related Property, or Chattel Paper, in each case, having an aggregate value or face amount of $500,000 or more for all such Negotiable Collateral, Investment Related Property, or Chattel Paper, the Grantors shall promptly (and in any event within five (5) Business Days after receipt thereof), notify Agent thereof, and if and to the extent that perfection or priority of Agent’s Security Interest is dependent on or enhanced by possession, the applicable Grantor, promptly (and in any event within five (5) Business Days) after the reasonable request by Agent (subject to the terms of the Intercreditor Agreement), shall execute such other documents and instruments as shall be reasonably requested by Agent or, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment Related Property, or Chattel Paper to Agent, together with such undated powers (or other relevant document of transfer reasonably acceptable to Agent) endorsed in blank as shall be requested by Agent, and shall, subject to the terms of the Intercreditor Agreement, do such other acts or things deemed necessary by Agent to protect Agent’s Security Interest therein;

(b)           Chattel Paper.

(i)            Promptly (and in any event within five (5) Business Days) after request by Agent, each Grantor shall take all steps reasonably necessary (subject to the terms of the Intercreditor Agreement) to grant Agent control of all electronic Chattel Paper in accordance with the Code and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction, to the extent that the aggregate value or face amount of such electronic Chattel Paper equals or exceeds $500,000;

(ii)           If any Grantor retains possession of any Chattel Paper or instruments (which retention of possession shall be subject to the extent permitted hereby and by the Credit Agreement), to the extent that the aggregate face value of such Chattel Paper or instruments equals or exceeds $500,000, promptly upon the reasonable request of Agent but subject to the terms of the Intercreditor Agreement, such Chattel Paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security Interest of Wells Fargo Capital Finance, LLC, as Agent for the benefit of the Lender Group and the Bank Product Providers”;

(c)           Control Agreements.

(i)            Except to the extent otherwise excused by the Loan Documents, each Grantor shall obtain an authenticated Control Agreement (which may include a Controlled Account Agreement), from each bank maintaining a Deposit Account for such Grantor;

(ii)           Except to the extent otherwise excused by the Loan Documents and to the extent constituting Collateral, each Grantor shall obtain an authenticated Control Agreement, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor;

(iii)          Except to the extent otherwise excused by the Loan Documents and except with respect to certificated securities, each Grantor shall obtain an authenticated Control Agreement with respect to all of such Grantor’s investment property;

(d)           Letter-of-Credit Rights.  If the Grantors (or any of them) are or become the beneficiary of letters of credit having a face amount or value of $500,000 or more in the aggregate, then the

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applicable Grantor or Grantors shall promptly (and in any event within five (5) Business Days after becoming a beneficiary), notify Agent thereof and, promptly (and in any event within fifteen (15) Business Days) after reasonable request by Agent, enter into a tri-party agreement with Agent and the issuer or confirming bank with respect to letter-of-credit rights collaterally assigning such letter-of-credit rights to Agent and, upon the occurrence and continuance of an Event of Default, directing all payments thereunder to Agent’s Account (in each case, subject to the terms of the Intercreditor Agreement), all in form and substance reasonably satisfactory to Agent;

(e)           Commercial Tort Claims.  If the Grantors (or any of them) obtain Commercial Tort Claims having a value, or involving an asserted claim, in the amount of $1,000,000 or more in the aggregate for all Commercial Tort Claims, then the  applicable Grantor or Grantors shall promptly (and in any event within five (5) Business Days of obtaining such Commercial Tort Claim), notify Agent upon incurring or otherwise obtaining such Commercial Tort Claims and, promptly (and in any event within five (5) Business Days) after request by Agent, amend Schedule 1 to describe such Commercial Tort Claims in a manner that reasonably identifies such Commercial Tort Claims and which is otherwise reasonably satisfactory to Agent, and each Grantor hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such Commercial Tort Claims, and agrees to do such other acts or things deemed necessary or desirable by Agent to give Agent a first priority, perfected security interest in any such Commercial Tort Claim (subject to the Intercreditor Agreement and Permitted Liens);

(f)            Government Contracts.  Other than Accounts and Chattel Paper the aggregate value of which does not at any one time exceed $500,000, if any Account or Chattel Paper arises out of a contract or contracts with the United States of America or any department, agency, or instrumentality thereof, Grantors shall promptly (and in any event within five (5) Business Days of the creation thereof) notify Agent thereof and, promptly (and in any event within ten (10) Business Days) after request by Agent, execute any instruments or take any steps reasonably required by Agent in order that all moneys due or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, and shall provide written notice thereof under the Assignment of Claims Act or other applicable law;

(g)           Intellectual Property.

(i)            Upon the request of Agent, in order to facilitate filings with the PTO and the United States Copyright Office, each Grantor shall execute and deliver to Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to further evidence Agent’s Lien on such Grantor’s United States Patents, Trademarks, or Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby;

(ii)           Each Grantor shall have the duty, with respect to Intellectual Property that is necessary in and material to the conduct of such Grantor’s business, to protect and diligently enforce and defend as may be commercially reasonable at such Grantor’s expense its Intellectual Property, except as permitted by the Credit Agreement, including (A) to diligently enforce and defend as may be commercially reasonable, including promptly suing for infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, and filing for opposition, interference, and cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any trademark application or service mark application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including paying all maintenance fees and filing of applications for renewal, affidavits of use, and affidavits of noncontestability, and (E) to use commercially reasonable efforts to require all employees, consultants, and contractors of each Grantor who were involved in the creation or development of such Intellectual Property to sign agreements containing

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assignment of Intellectual Property rights and, if applicable, obligations of confidentiality.  Each Grantor further agrees not to abandon any Intellectual Property or Intellectual Property License that is necessary in and material to the conduct of such Grantor’s business, except as permitted by the Credit Agreement.  Each Grantor hereby agrees to take the steps described in this Section 6(g)(ii) with respect to all new or acquired Intellectual Property to which it or any of its Subsidiaries is now or later becomes entitled that is necessary in and material to the conduct of such Grantor’s business;

(iii)          Grantors acknowledge and agree that the Lender Group shall have no duties with respect to any Intellectual Property or Intellectual Property Licenses of any Grantor.  Without limiting the generality of this Section 6(g)(iii), Grantors acknowledge and agree that no member of the Lender Group shall be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property Licenses against any other Person, but any member of the Lender Group may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable documented fees and out-of-pocket expenses of attorneys of outside counsel and other professionals) shall be for the sole account of Borrower and shall be chargeable to the Loan Account;

(iv)          Each Grantor shall promptly file an application with the United States Copyright Office for any United States Copyright that has not been registered with the United States Copyright Office if such Copyright is necessary in connection with and material to the conduct of such Grantor’s business.  Any expenses incurred in connection with the foregoing shall be borne by the Grantors;

(v)           On each date on which a Compliance Certificate is delivered by Borrower pursuant to Section 5.1 of the Credit Agreement, each Grantor shall provide Agent with a written report of all new Patents or Trademarks that are registered or the subject of pending applications for registrations, and of all Intellectual Property Licenses that are necessary and material to the conduct of such Grantor’s business, in each case, which were acquired, registered, or for which applications for registration were filed by any Grantor during the prior period to which such Compliance Certificate relates and any statement of use or amendment to allege use with respect to intent-to-use trademark applications.  In the case of such registrations or applications therefor, which were acquired by any Grantor, each such Grantor shall file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof, if such is the case) of such Intellectual Property.  In each of the foregoing cases, the applicable Grantor shall promptly cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such Patent and Trademark registrations and applications therefor (with the exception of Excluded Collateral) as being subject to the security interests created thereunder;

(vi)          Anything to the contrary in this Agreement notwithstanding, in no event shall any Grantor, either itself or through any agent, employee, licensee, or designee, file an application for the registration of any Copyright with the United States Copyright Office or any similar office or agency in another country without giving Agent written notice thereof at least three (3) Business Days prior to such filing and complying with Section 6(g)(i).  Upon receipt from the United States Copyright Office of notice of registration of any Copyright, each Grantor shall promptly (but in no event later than five (5) Business Days following such receipt) notify (but without duplication of any notice required by Section 6(g)(vii)) Agent of such registration by delivering, or causing to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such Copyright.  If any Grantor acquires from any Person any Copyright registered with the United States Copyright Office or an application to register any Copyright with the United States Copyright Office, such Grantor shall promptly (but in no event later than five (5) Business Days following its actual knowledge of such acquisition) notify Agent of such acquisition and deliver, or cause to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such Copyright.  In the case of such Copyright registrations or applications therefor which were acquired by any Grantor, each such Grantor shall promptly (but in no event later than five (5) Business Days following its actual knowledge of such acquisition) file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof, if such is the case) of such Copyrights;

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(vii)         Each Grantor shall take commercially reasonable steps to maintain the confidentiality of, and otherwise protect and enforce its rights in, the Intellectual Property that is necessary in and material to the conduct of such Grantor’s business, including, as applicable (A) protecting the secrecy and confidentiality of its confidential information and trade secrets by using commercially reasonable efforts to require all current employees, consultants, licensees, vendors and contractors with access to such information to execute appropriate confidentiality agreements; (B) taking actions commercially reasonably necessary to ensure that no trade secret falls into the public domain; and (C) protecting the secrecy and confidentiality of the source code of all software programs and applications of which it is the owner or licensee by using commercially reasonable efforts to require any licensees (or sublicensees) of such source code to enter into license agreements with commercially reasonable use and non-disclosure restrictions; and

(viii)        No Grantor shall enter into any Intellectual Property License to receive any license or rights in any Intellectual Property of any other Person that is material and necessary to the business  of the Grantors unless such Grantor has used commercially reasonable efforts to permit the collateral assignment of or grant of a security interest in such Intellectual Property License (and all rights of Grantor thereunder) to the (and any transferees of Agent);

(h)           Investment Related Property.

(i)            If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests (constituting Collateral) after the Closing Date, it shall promptly (and in any event within twenty (20) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;

(ii)           Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property constituting Collateral that are received by any Grantor shall be held by such Grantor in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received;

(iii)          Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests that may reasonably be expected to materially affect the pledge of the Pledged Interests hereunder;

(iv)          No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests, in each case to the extent that the same is prohibited pursuant to the Loan Documents;

(v)           Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Related Property (it being understood that no non-United States governed pledge agreements shall be required) or to effect any sale or transfer thereof in connection with the Agent’s exercise of remedies in accordance with the Loan Documents;

(vi)          As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account.  In addition, as of the Closing Date, except as indicated on Schedule 6 or any Pledged Interests Addendum, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such

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Pledged Interests are securities governed by Article 8 or Division 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

(i)            Real Property; Fixtures.  Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property not constituting Excluded Real Property, it will promptly (and in any event within five (5) Business Days of acquisition) notify Agent of the acquisition of such Real Property, to the extent required by the Credit Agreement, and will, within twenty (20) Business Days of such acquisition, grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a first priority Mortgage (subject to Permitted Liens and the Intercreditor Agreement) on each fee interest in such Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable and documented attorneys fees of outside counsel and out-of-pocket expenses) incurred in connection therewith.  Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

(j)            Transfers and Other Liens.  Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens.  The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

(k)           Controlled Accounts.

(i)            Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 6(k) (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the fifth (5th) Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks.

(ii)           Each Grantor shall establish, within the time frame specified in the Credit Agreement, and thereafter maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent.  Each such Controlled Account Agreement shall provide, among other things, unless otherwise agreed by Agent in writing that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment or other chargebacks, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account.  Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless a Triggering Event has occurred and is continuing at the time such Activation Instruction is issued.  Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Triggering Event was based on Excess Availability being less than the product of 12.5% times the Maximum Revolver Amount, at least 30 consecutive days have passed since the date of the Activation Instruction in which Excess Availability is at all times greater than the product of 12.5% times the Maximum Revolver Amount, (2) the Triggering Event was based on the occurrence of an Event of Default, such Event of

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Default has been waived in writing or cured in accordance with the terms of the Credit Agreement, and (3) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission.

(iii)          So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) to the extent required by the Credit Agreement or the other Loan Documents, prior to the time of the opening of such Controlled Account that is not an Excluded Deposit Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement.  Each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within ninety (90) days of written notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment;

(l)            Vehicles.

(i)            With respect to all Vehicles owned by any Grantor, Grantor shall deliver to Agent (or Vehicle Collateral Agent at Agent’s discretion), a certificate of title for all such Vehicles and shall take all necessary action to cause the Agent’s Lien to be noted thereon in the appropriate state motor vehicle filing office in accordance with the Vehicle Collateral Agency Agreement and in the event any state motor vehicle filing office sends to any Grantor any such title certificates, each Grantor shall promptly (and in any event within five (5) Business Days) deliver to Agent (or Vehicle Collateral Agent at Agent’s discretion) such title certificates after receipt;

(ii)           Each Grantor shall at all times maintain records with respect to Vehicles reasonably satisfactory to Agent, keeping reasonably detailed records that are accurate in all material respects describing the Vehicles, the quality and repair records with respect thereto, and such Grantor’s cost therefor;

(iii)          Each Grantor shall conduct a physical count or inventory of the Vehicles at least once each year but at any time or times as Agent may request on or after an Event of Default, and promptly following such physical count or inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent in its Permitted Discretion concerning such physical count or inventory;

(iv)          Each Grantor shall use, store and maintain the Vehicles with all reasonable care and caution and in accordance with applicable standards of any insurance (it being understood that the Grantors shall be permitted to self-insure on a basis consistent with commercially reasonable business practices; the parties acknowledge that Grantors’ self-insurance practices in effect on the Closing Date are commercially reasonable business practices as of such date) and in conformity with applicable laws in all material respects (including any federal or state motor vehicles statutes, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); and

(v)           Each Grantor agrees that Agent shall have no responsibility or liability arising from or relating to the use, sale or other disposition of any Vehicles.

(m)          Pledged Notes.  Except in such Grantors’ reasonable business judgment, Grantors (i) without the prior written consent of Agent, will not (A) waive or release any material obligation of any Person that is obligated under any of the Pledged Notes, (B) take or omit to take any action or knowingly suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Notes, or (C) other than Permitted Dispositions or Permitted Liens, assign or surrender their rights and interests under any of the Pledged Notes or terminate, cancel, modify,

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change, supplement or amend the Pledged Notes, and (ii) shall provide to Agent copies of all material written notices (including notices of default) given or received with respect to the Pledged Notes with a face value in excess of $500,000 promptly after giving or receiving such notice.

7.             Relation to Other Security Documents and Other Loan Documents.  The provisions of this Agreement shall be read and construed with the other Loan Documents referred to below in the manner so indicated.

(a)           Credit Agreement.  In the event of any conflict between any provision in this Agreement and a provision in the Credit Agreement, such provision of the Credit Agreement shall control.

(b)           Patent, Trademark, Copyright Security Agreements.  The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Agent hereunder.  In the event of any conflict between any provision in this Agreement and a provision in a Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, such provision of this Agreement shall control.

(c)           Intercreditor Agreement.  Agent, on behalf of itself and the Lender Group, (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, and (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement.  Agent, on behalf of itself and the Lender Group, hereby agrees that the terms, conditions, and provisions contained in this Agreement are subject to the Intercreditor Agreement and, in the event of a conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.  Prior to the Discharge of Notes Obligations (as such term is defined in the Intercreditor Agreement) any requirement of this Agreement to deliver Notes Priority Collateral (as such term is defined in the Intercreditor Agreement) to the Agent shall be satisfied by delivery of such Notes Priority Collateral to the Notes Collateral Agent (as such term is defined in the Intercreditor Agreement).

8.             Further Assurances.

(a)           Each Grantor agrees that from time to time, at its own expense, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that Agent may reasonably request to the extent required hereunder, in order to perfect and protect the Security Interest granted hereby, to create, perfect or protect the Security Interest purported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.

(b)           Each Grantor authorizes the filing by Agent of financing or continuation statements, or amendments thereto, and such Grantor will execute and deliver to Agent such other instruments or notices, as Agent may reasonably request to the extent required hereunder, in order to perfect and preserve the Security Interest granted or purported to be granted hereby.

(c)           Each Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Division 9 of the Code for the sufficiency or filing office acceptance.  Each Grantor also hereby ratifies any and all financing statements or amendments previously filed by Agent in any jurisdiction.

(d)           Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this

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Agreement without the prior written consent of Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Code.

9.             Agent’s Right to Perform Contracts, Exercise Rights, etc.  Upon the occurrence and during the continuance of an Event of Default, Agent (or its designee) (a) may proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could, subject to the notice requirement under Section 15(a), (b) shall have the right to use any Grantor’s rights under Intellectual Property Licenses in connection with the enforcement of Agent’s rights hereunder, including the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses, and (c) subject to the notice requirement under Section 15(a) shall have the right to request that any Stock that is pledged hereunder be registered in the name of Agent or any of its nominees.

10.          Agent Appointed Attorney-in-Fact.  Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

(a)           to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;

(b)           to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;

(c)           to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;

(d)           to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;

(e)           to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;

(f)            to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor;

(g)           to execute and deliver in any Grantor’s name, Agent’s name or the name of Agent’s designee, to any department of motor vehicles or other governmental authority powers of attorney in such Grantor’s name, and to complete in such Grantor’s name any application or other document or instrument required, in each case, in order to have the Lien and security interest of Agent with respect to any Vehicles noted on any certificate of title with respect to such Vehicles; and

(h)           Agent, on behalf of the Lender Group or the Bank Product Providers, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement.

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To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.  This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.

11.          Agent May Perform.  If any Grantor fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement (after giving effect to any applicable grace period), and the reasonable expenses of Agent incurred in connection therewith shall be payable, jointly and severally, by Grantors.

12.          Agent’s Duties.  The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral, for the benefit of the Lender Group and the Bank Product Providers, and shall not impose any duty upon Agent to exercise any such powers.  Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.  Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property.

13.          Collection of Accounts, General Intangibles and Negotiable Collateral.  At any time upon the occurrence and during the continuance of an Event of Default, Agent or Agent’s designee may (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral of such Grantor have been assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, or that Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral of any Grantor directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Loan Documents.

14.          Disposition of Pledged Interests by Agent.  None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration.  Each Grantor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market.  Each Grantor, therefore, agrees that:  (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner.

15.          Voting and Other Rights in Respect of Pledged Interests.

(a)           Upon the occurrence and during the continuation of an Event of Default, (i) Agent may, at its option, and with two (2) Business Days prior written notice to any Grantor, and in addition to all rights and remedies available to Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of the Pledged Interests owned by such Grantor, but under no circumstances is Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Agent duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Agent deems advisable for or against

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all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be.  The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable.

(b)           For so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that it will not, without the prior written consent of Agent, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of Agent, the other members of the Lender Group, or the Bank Product Providers, or the value of the Pledged Interests.

(c)           This Section 15 shall be subject to the Intercreditor Agreement in all respects.

16.          Remedies.  Upon the occurrence and during the continuance of an Event of Default:

(a)           Agent may, and, at the instruction of the Required Lenders, shall exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the Code or any other applicable law.  Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at one or more locations where such Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as Agent may deem commercially reasonable.  Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to the applicable Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code.  Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  Each Grantor agrees that (A) the internet shall constitute a “place” for purposes of Section 9-610(b) of the Code and (B) to the extent notification of sale shall be required by law, notice of the URL where a sale will occur and the time when a sale will commence at least ten (10) days prior to the sale shall constitute a reasonable notification for purposes of Section 9-611 of the Code.  Each Grantor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code.

(b)           Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s Intellectual Property, including but not limited to, any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, and advertising matter, whether owned by any Grantor or with respect to which any Grantor has rights under license, sublicense, or other agreements (including any Intellectual Property License), as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of Agent.

(c)           Agent may, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it under applicable law and without the requirement of notice to or upon any Grantor or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), (i) with respect to any Grantor’s Deposit Accounts (other

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than Excluded Deposit Accounts) in which Agent’s Liens are perfected by control under Section 9-104 of the Code, instruct the bank maintaining such Deposit Account for the applicable Grantor to pay the balance of such Deposit Account to or for the benefit of Agent, and (ii) with respect to any Grantor’s Securities Accounts in which Agent’s Liens are perfected by control under Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the applicable Grantor to (A) transfer any cash in such Securities Account to or for the benefit of Agent, or (B)  liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of Agent.

(d)           Any cash held by Agent as Collateral and all cash proceeds received by Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in the Credit Agreement.  In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.

(e)           Each Grantor hereby acknowledges that the Secured Obligations arise out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing Agent shall have the right to an immediate writ of possession without notice of a hearing.  Agent shall have the right to the appointment of a receiver for the properties and assets of each Grantor, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantor may have thereto or the right to have a bond or other security posted by Agent.

(f)            This Section 16 shall be subject to the Intercreditor Agreement in all respects.

17.          Remedies Cumulative.  Each right, power, and remedy of Agent, any other member of the Lender Group, or any Bank Product Provider as provided for in this Agreement, the other Loan Documents or any Bank Product Agreement now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement, the other Loan Documents and the Bank Product Agreements or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Agent, any other member of the Lender Group, or any Bank Product Provider, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by Agent, such other member of the Lender Group or such Bank Product Provider of any or all such other rights, powers, or remedies.

18.          Marshaling.  Agent  shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising.  To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

19.          Indemnity and Expenses.

(a)           Each Grantor agrees to indemnify Agent and the other members of the Lender Group from and against all claims, lawsuits and liabilities (including reasonable and documented attorneys fees of outside counsel) growing out of or resulting from this Agreement (including enforcement of this Agreement) or any other Loan Document to which such Grantor is a party, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification or its officers, directors,

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employees, attorneys, or agents as determined by a final non-appealable order of a court of competent jurisdiction.  This provision shall survive the termination of this Agreement and the Credit Agreement and the repayment of the Secured Obligations.

(b)           Grantors, jointly and severally, shall, upon demand, pay to Agent (or Agent, may charge to the Loan Account subject to the terms of the Credit Agreement) all the Lender Group Expenses which Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or, upon and during the continuance of an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Loan Documents, (iii) the exercise or enforcement of any of the rights of Agent hereunder or (iv) the failure by any Grantor to perform or observe any of the provisions hereof (after giving effect to any applicable grace period).

20.          Merger, Amendments; Etc.  THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.  No waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Agent and each Grantor to which such amendment applies.

21.          Addresses for Notices.  All notices and other communications provided for hereunder shall be given in the form and manner and delivered to Agent at its address specified in the Credit Agreement, and to any of the Grantors at their respective addresses specified in the Credit Agreement or Guaranty, as applicable, or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

22.          Continuing Security Interest: Assignments under Credit Agreement.  This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Obligations have been paid in full in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (b) be binding upon each Grantor, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns.  Without limiting the generality of the foregoing clause (c), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise.  Upon payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto.  At such time, Agent will authorize the filing of appropriate termination statements to terminate such Security Interests.  If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, such Collateral shall be automatically released from the security interest created hereby and Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases and other documents reasonably necessary for the release of the securities interest created hereby on such Collateral.  No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Advances or other loans made by any Lender to Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement.  Agent shall not by any act, delay, omission or otherwise, be deemed to

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have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth.  A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.

23.          Governing Law.

(a)           THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

(b)           THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS, LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 23(b).

(c)           TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH, A “CLAIM”).  AGENT AND EACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(d)           EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS  LOCATED IN THE COUNTY OF LOS ANGELES AND THE STATE OF CALIFORNIA, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT.  EACH OF THE PARTIES HERETO 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.  NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(e)           NO CLAIM MAY BE MADE BY ANY GRANTOR AGAINST THE AGENT, THE SWING LENDER, ANY OTHER LENDER, ISSUING LENDER, OR THE UNDERLYING ISSUER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL,

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INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH, AND EACH GRANTOR HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

(f)            IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET FORTH IN SECTION 23(c) ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE PARTIES HERETO AGREE AS FOLLOWS:

(i)            WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN SUBCLAUSE (ii) BELOW, ANY CLAIM SHALL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1.  THE PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE.  VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF LOS ANGELES, CALIFORNIA.

(ii)           (THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY, (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C) APPOINTMENT OF A RECEIVER, AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS, OR PRELIMINARY INJUNCTIONS).  THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY PARTY TO PARTICIPATE IN A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT WITH RESPECT TO ANY OTHER MATTER.

(iii)          UPON THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE.  IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN 10 DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B).  THE REFEREE SHALL BE APPOINTED TO SIT WITH ALL OF THE POWERS PROVIDED BY LAW.  PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY OR PROVISIONAL REMEDIES.

(iv)          EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT TO THE COURSE OF THE REFERENCE PROCEEDING.  ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A COURT REPORTER SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT.  THE PARTY MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG

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WITH THE REFEREE’S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.

(v)           THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES.  THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA.

(vi)          THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW.  THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT.  THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW.  THE REFEREE SHALL ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE’S DECISION SHALL BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT.  THE FINAL JUDGMENT OR ORDER FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT.

(vii)         THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A JURY.  AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT.

24.          New Subsidiaries.  Pursuant to Section 5.11 of the Credit Agreement, certain Subsidiaries (whether by acquisition or creation) of any Grantor are required to enter into this Agreement by executing and delivering in favor of Agent a Joinder to this Agreement in substantially the form of Annex 1.  Upon the execution and delivery of Annex 1 by any such new Subsidiary, such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein.  The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any Grantor hereunder.  The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor hereunder.

25.          Agent.  Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Agent” shall be a reference to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers.

26.          Miscellaneous.

(a)           This Agreement is a Loan Document.  This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.  Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the

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failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.  The foregoing shall apply to each other Loan Document mutatis mutandis.

(b)           Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.  Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

(c)           Headings and numbers have been set forth herein for convenience only.  Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

(d)           Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any member of the Lender Group or any Grantor, whether under any rule of construction or otherwise. This Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

(e)           The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

(f)            Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds (or, (a) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, and (b) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization) of all of the Secured Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Secured Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Secured Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid.  Any reference herein to any Person shall be construed to include such Person’s successors and assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

(g)           All of the annexes, schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

27.          No Novation.  Grantors and Agent hereby agree that, effective upon the execution and delivery of this Agreement and the Credit Agreement by each such party, the terms and provisions of that certain Security Agreement, dated as of November 29, 2010, by and among Grantors and Agent (the “Original

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Security Agreement”) shall be and hereby is amended, restated and superseded in its entirety by the terms and provisions of this Agreement.  Nothing herein contained shall be construed as a substitution or novation of the obligations of Grantors outstanding under the Original Credit Agreement, instruments securing the same, or the Original Security Agreement, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith.  Nothing expressed or implied in this Agreement shall be construed as a release or other discharge any Grantor, or any guarantor from any of its obligations or liabilities under the Original Credit Agreement, Original Security Agreement, or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith.  Each Grantor hereby confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect (except for the Original Security Agreement being amended and restated herein) and is hereby ratified.

[signature pages follow]

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IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:	JACK COOPER HOLDINGS CORP.,
	a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman, President and Treasurer
	AUTO HANDLING CORPORATION,
	a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman, Treasurer and Assistant Secretary
	JACK COOPER LOGISTICS, LLC,
	a Delaware limited liability company
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman, Treasurer and Assistant Secretary
	JACK COOPER TRANSPORT COMPANY, INC.,
	a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman, Treasurer and Assistant Secretary
	PACIFIC MOTOR TRUCKING COMPANY,
	a Missouri corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman, Treasurer and Assistant Secretary
	JACK COOPER SPECIALIZED TRANSPORT, INC.,
	a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman, Treasurer and Assistant Secretary

[Signatures continue on the following page]

Amended and Restated Security Agreement

AUTO EXPORT SHIPPING, INC.,
a New Jersey corporation
By:	/s/ T. Michael Riggs
Name: T. Michael Riggs
Title: Chairman, Treasurer and Assistant Secretary

[Signatures continue on the following page]

Amended and Restated Security Agreement

AGENT:	WELLS FARGO CAPITAL FINANCE, LLC,
	a Delaware limited liability company
	By:	/s/ Brandi Whittington
	Name: Brandi Whittington
	Title: Assistant Vice President

Amended and Restated Security Agreement

ANNEX 1 TO SECURITY AGREEMENT

FORM OF JOINDER

Joinder No.       (this “Joinder”), dated as of                , to the Amended and Restated Security Agreement, dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Parent”) and the Subsidiaries of Parent identified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, initially capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement or, if not defined therein, in the Credit Agreement; and

WHEREAS, Grantors have entered into the Security Agreement in order to induce the Lender Group to continue to make certain financial accommodations to Borrower; and

WHEREAS, pursuant to Section 5.11 of the Credit Agreement and Section 24 of the Security Agreement, certain Subsidiaries of the Loan Parties, must execute and deliver certain Loan Documents, including the Security Agreement, and the joinder to the Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Joinder in favor of Agent, for the benefit of the Lender Group and the Bank Product Providers; and

WHEREAS, each New Grantor (a) is a Subsidiary of Borrower and, as such, will benefit by virtue of the financial accommodations extended to Borrower by the Lender Group or the Bank Product Providers and (b) by becoming a Loan Party will benefit from certain rights granted to the Loan Parties pursuant to the terms of the Loan Documents and the Bank Product Agreements;

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as follows:

1.             In accordance with Section 24 of the Security Agreement, each New Grantor, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date hereof.  In furtherance of

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the foregoing, each New Grantor does hereby unconditionally grant, collaterally assign, and pledge to Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Obligations, a continuing security interest in and to all of such New Grantor’s right, title and interest in and to the Collateral.  Schedule 1, “Commercial Tort Claims”, Schedule 2, “Copyrights”, Schedule 3, “Intellectual Property Licenses”, Schedule 4, “Patents”, Schedule 5, “Trademarks”, Schedule 6, “Pledged Companies”, Schedule 6(k), “Controlled Account Banks”, Schedule 7, “Owned Real Property”, Schedule 8, “List of Uniform Commercial Code Filing Jurisdictions”, and Schedule 9, “Vehicles” attached hereto supplement Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 6(k), Schedule 7,  Schedule 8, and Schedule 9, respectively, to the Security Agreement and shall be deemed a part thereof for all purposes of the Security Agreement.  Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor.  The Security Agreement is incorporated herein by reference.  Each New Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments thereto (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Division 9 of the Code for the sufficiency or filing office acceptance.  Each New Grantor also hereby ratifies any and all financing statements or amendments previously filed by Agent in any jurisdiction in connection with the Loan Documents.

2.             Each New Grantor represents and warrants to Agent, the Lender Group and the Bank Product Providers that this Joinder has been duly executed and delivered by such New Grantor and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3.             This Joinder is a Loan Document.  This Joinder may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Joinder.  Delivery of an executed counterpart of this Joinder by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Joinder.  Any party delivering an executed counterpart of this Joinder by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Joinder but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Joinder.

4.             The Security Agreement, as supplemented hereby, shall remain in full force and effect.

5.             THE VALIDITY OF THIS JOINDER, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

6.             THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS JOINDER SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  AGENT AND EACH NEW GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 6.

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7.             TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH NEW GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS JOINDER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  AGENT AND EACH NEW GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS JOINDER MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Joinder to the Security Agreement to be executed and delivered as of the day and year first above written.

NEW GRANTORS:	[NAME OF NEW GRANTOR]
	By:
	Name:
	Title:
	[NAME OF NEW GRANTOR]
	By:
	Name:
	Title:
AGENT:	WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company
	By:
	Name:
	Title:

Joinder No.       to Amended and Restated Security Agreement

EXHIBIT A

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this     day of                 , 20     , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Parent”) and the Subsidiaries of Parent identified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Providers, that certain Amended and Restated Security Agreement, dated as of June 18, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1.             DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Copyright Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Copyright Collateral”):

(a)           all of such Grantor’s Copyrights including those referred to on Schedule I; exclusive, however, of any copyrights that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States;

(b)           all renewals or extensions of the foregoing; and

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(c)           all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Copyright.

3.             SECURITY FOR SECURED OBLIGATIONS.  This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.             SECURITY AGREEMENT.  The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Copyright 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.  To the extent there is any inconsistency between this Copyright Security Agreement and the Security Agreement, the Security Agreement shall control.

5.             AUTHORIZATION TO SUPPLEMENT.  Grantors shall give Agent prior written notice of no less than three (3) Business Days before filing any additional application for registration of any copyright and prompt notice in writing of any additional copyright registrations granted therefor after the date hereof (but in no event later than five (5) Business Days following receipt of such registration).  Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Copyright Security Agreement by amending Schedule I to include any future United States registered copyrights or applications therefor of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS.  This Copyright Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Copyright Security Agreement.  Delivery of an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Copyright Security Agreement.  Any party delivering an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Copyright Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Copyright Security Agreement.

7.             CONSTRUCTION.  This Copyright Security Agreement is a Loan Document.  Unless the context of this Copyright Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Copyright Security Agreement refer to this Copyright Security Agreement as a whole and not to any particular provision of this Copyright Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Copyright Security Agreement unless otherwise specified.  Any reference in this Copyright Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words

2

“asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds (or, (a) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, and (b) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization) of all of the Secured Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Secured Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Secured Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.             THE VALIDITY OF THIS COPYRIGHT SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

9.             THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS COPYRIGHT SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9.

10.          TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  AGENT AND EACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS COPYRIGHT SECURITY AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:
	By:
	Name:
	Title:
	By:
	Name:
	Title:
	ACCEPTED AND ACKNOWLEDGED BY:
AGENT:	WELLS FARGO CAPITAL FINANCE, LLC,
	a Delaware limited liability company
	By:
	Name:
	Title:

Copyright Security Agreement

SCHEDULE I
TO
COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS

Grantor Country Copyright Registration No. Registration Date

EXHIBIT B

PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this     day of            , 20  , by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity,  “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Parent”) and the Subsidiaries of Parent identified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of Lender Group are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that the Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Providers, that certain Amended and Restated Security Agreement, dated as of June 18, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.             DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN PATENT COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Patent Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Patent Collateral”):

(a)           all of its Patents including those referred to on Schedule I, excluding any Patents that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States;

(b)           all divisionals, continuations, continuations-in-part, reissues, reexaminations, or extensions of the foregoing; and

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(c)           all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Patent.

3.             SECURITY FOR SECURED OBLIGATIONS.  This Patent Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Patent Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.             SECURITY AGREEMENT.  The Security Interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Patent 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.  To the extent there is any inconsistency between this Patent Security Agreement and the Security Agreement, the Security Agreement shall control.

5.             AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new patent application or issued patent or become entitled to the benefit of any patent application or patent for any divisional, continuation, continuation-in-part, reissue, or reexamination of any existing patent or patent application, the provisions of this Patent Security Agreement shall automatically apply thereto.  Grantors hereby authorize Agent unilaterally to modify this Patent Security Agreement by amending Schedule I to include any such new patent rights of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS.  This Patent Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Patent Security Agreement.  Delivery of an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Patent Security Agreement.  Any party delivering an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Patent Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Patent Security Agreement.

7.             CONSTRUCTION.  This Patent Security Agreement is a Loan Document.  Unless the context of this Patent Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Patent Security Agreement refer to this Patent Security Agreement as a whole and not to any particular provision of this Patent Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Patent Security Agreement unless otherwise specified.  Any reference in this Patent Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein

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to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds (or, (a) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, and (b) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization) of all of the Secured Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Secured Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Secured Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.             THE VALIDITY OF THIS PATENT SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

9.             THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS PATENT SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9.

10.          TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  AGENT AND EACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS PATENT SECURITY AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, the parties hereto have caused this Patent Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:
	By:
	Name:
	Title:
	By:
	Name:
	Title:
	ACCEPTED AND ACKNOWLEDGED BY:
AGENT:	WELLS FARGO CAPITAL FINANCE, LLC,
	a Delaware limited liability company
	By:
	Name:
	Title:

Patent Security Agreement

SCHEDULE I
to
PATENT SECURITY AGREEMENT

Patents

Grantor Country Patent Application/
Patent No. Filing Date

EXHIBIT C

PLEDGED INTERESTS ADDENDUM

This Pledged Interests Addendum, dated as of             , 20    (this “Pledged Interests Addendum”), is delivered pursuant to Section 6 of the Security Agreement referred to below.  The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Amended and Restated Security Agreement, dated as of June 18, 2013, (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), made by the undersigned, together with the other Grantors named therein, to WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as Agent.  Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Security Agreement or, if not defined therein, in the Credit Agreement.  The undersigned hereby agrees that the additional interests listed on Schedule I shall be and become part of the Pledged Interests pledged by the undersigned to Agent in the Security Agreement and any pledged company set forth on Schedule I shall be and become a “Pledged Company” under the Security Agreement, each with the same force and effect as if originally named therein.

This Pledged interests Addendum is a Loan Document.  Delivery of an executed counterpart of this Pledged Interests Addendum by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Pledged Interests Addendum.  If the undersigned delivers an executed counterpart of this Pledged Interests Addendum by telefacsimile or other electronic method of transmission, the undersigned shall also deliver an original executed counterpart of this Pledged Interests Addendum but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Pledged Interests Addendum.

The undersigned hereby certifies that the representations and warranties set forth in Section 5 of the Security Agreement of the undersigned are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as to the Pledged Interests listed herein on and as of the date hereof.

THE VALIDITY OF THIS PLEDGED INTERESTS ADDENDUM, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS PLEDGED INTERESTS ADDENDUM SHALL BE TRIED AND LITIGATED ONLY IN THE STATE, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS PARAGRAPH.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS PLEDGED INTERESTS ADDENDUM OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY

1

CLAIMS.  AGENT AND EACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS PLEDGED INTERESTS ADDENDUM MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the undersigned has caused this Pledged Interests Addendum to be executed and delivered as of the day and year first above written.

[                            ]

By:

Name:

Title:

Pledged Interest Addendum

SCHEDULE I
TO
PLEDGED INTERESTS ADDENDUM

Pledged Interests

Name of
Grantor Name of
Pledged
Company Number of
Shares/Units Class of
Interests Percentage of
Class Owned Certificate
Nos.

EXHIBIT D

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this     day of            , 20  , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Parent”) and the Subsidiaries of Parent identified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of Lender Group and the Bank Product Providers, that certain Amended and Restated Security Agreement, dated as of June 18, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of Lender Group and the Bank Product Providers, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.             DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”):

(a)           all of its Trademarks, exclusive, however, of (i) any Trademarks that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States, and (ii) any Excluded Collateral;

(b)           all goodwill of the business connected with the use of, and symbolized by, each Trademark; and

1

(c)           all products and proceeds (as that term is defined in the Code) of the foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark, including right to receive any damages or (ii) injury to the goodwill associated with any Trademark.

3.             SECURITY FOR SECURED OBLIGATIONS.  This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.             SECURITY AGREEMENT.  The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent 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.  To the extent there is any inconsistency between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall control.

5.             AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto.  Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS.  This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement.  Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement.  Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.

7.             CONSTRUCTION.  This Copyright Security Agreement is a Loan Document.  Unless the context of this Trademark Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Trademark Security Agreement refer to this Trademark Security Agreement as a whole and not to any particular provision of this Trademark Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Trademark Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and

2

intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds (or, (a) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, and (b) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization) of all of the Secured Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Secured Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Secured Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.             THE VALIDITY OF THIS TRADEMARK SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

9.             THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS TRADEMARK SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9.

10.          TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  AGENT AND EACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS TRADEMARK SECURITY AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:
	By:
	Name:
	Title:
	By:
	Name:
	Title:
	ACCEPTED AND ACKNOWLEDGED BY:
AGENT:	WELLS FARGO CAPITAL FINANCE, LLC,
	a Delaware limited liability company
	By:
	Name:
	Title:

1

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications

Grantor Country Mark Application/
Registration No. App/Reg Date

EX-10.3.2

Exhibit 10.3.2

JOINDER NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENT

Joinder No. 1 (this “Joinder”), dated as of December 13, 2013, to the Amended and Restated Security Agreement, dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

WITNESSETH:

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Parent”) and the Subsidiaries of Parent identified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, initially capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement or, if not defined therein, in the Credit Agreement; and

WHEREAS, Grantors have entered into the Security Agreement in order to induce the Lender Group to continue to make certain financial accommodations to Borrower; and

WHEREAS, pursuant to Section 5.11 of the Credit Agreement and Section 24 of the Security Agreement, certain Subsidiaries of the Loan Parties, must execute and deliver certain Loan Documents, including the Security Agreement, and the joinder to the Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Joinder in favor of Agent, for the benefit of the Lender Group and the Bank Product Providers; and

WHEREAS, each New Grantor (a) is concurrently becoming a new Borrower under the Credit Agreement and as such, will benefit by virtue of the financial accommodations extended to Borrowers by the Lender Group or the Bank Product Providers and (b) by becoming a Loan Party will benefit from certain rights granted to the Loan Parties pursuant to the terms of the Loan Documents and the Bank Product Agreements;

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as follows:

1

1.             In accordance with Section 24 of the Security Agreement, each New Grantor, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date hereof. In furtherance of the foregoing, each New Grantor does hereby unconditionally grant, collaterally assign, and pledge to Agent, for the benefit of the Lender Group and the Bank Product Providers, to secure the Secured Obligations, a continuing security interest in and to all of such New Grantor’s right, title and interest in and to the Collateral. Schedule 1, “Commercial Tort Claims”, Schedule 2, “Copyrights”, Schedule 3, “Intellectual Property Licenses”, Schedule 4, “Patents”, Schedule 5, “Trademarks”, Schedule 6, “Pledged Companies”, Schedule 6(k), “Controlled Account Banks”, Schedule 7, “Owned Real Property”, Schedule 8, “List of Uniform Commercial Code Filing Jurisdictions”, and Schedule 9, “Vehicles” attached hereto supplement Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 6(k), Schedule 7, Schedule 8, and Schedule 9, respectively, to the Security Agreement and shall be deemed a part thereof for all purposes of the Security Agreement. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is incorporated herein by reference. Each New Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments thereto (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Division 9 of the Code for the sufficiency or filing office acceptance. Each New Grantor also hereby ratifies any and all financing statements or amendments previously filed by Agent in any jurisdiction in connection with the Loan Documents.

2.             Each New Grantor represents and warrants to Agent, the Lender Group and the Bank Product Providers that this Joinder has been duly executed and delivered by such New Grantor and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3.             This Joinder is a Loan Document. This Joinder may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Joinder. Delivery of an executed counterpart of this Joinder by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Joinder. Any party delivering an executed counterpart of this Joinder by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Joinder but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Joinder.

2

4.             The Security Agreement, as supplemented hereby, shall remain in full force and effect.

5.             THE VALIDITY OF THIS JOINDER, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

6.             THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS JOINDER SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. AGENT AND EACH NEW GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 6.

7.             TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH NEW GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS JOINDER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH NEW GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS JOINDER MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

3

IN WITNESS WHEREOF, the parties hereto have caused this Joinder to the Security Agreement to be executed and delivered as of the day and year first above written.

NEW GRANTORS:	AXIS LOGISTIC SERVICES, INC.
	By:	/s/ Michael S. Testman
	Name:	Michael S. Testman
	Title:	CFO
	JACK COOPER CT SERVICES, INC.
	By:	/s/ Michael S. Testman
	Name:	Michael S. Testman
	Title:	Chief Financial Officer
	JACK COOPER RAIL AND SHUTTLE, INC.
	By:	/s/ Michael S. Testman
	Name:	Michael S. Testman
	Title:	Chief Financial Officer

[Signatures continue on the following page.]

JOINDER NO.1 TO AMENDED AND RESTATED SECURITY AGREEMENT

AGENT:	WELLS FARGO CAPITAL FINANCE, LLC
	a Delaware limited liability company, as Agent
	By:	/s/ Brandi Whittington
	Name:	Brandi Whittington
	Title:	Assistant Vice President

JOINDER NO.1 TO AMENDED AND RESTATED SECURITY AGREEMENT

SCHEDULE 1

COMMERCIAL TORT CLAIMS

[include specific case caption or descriptions per Official Code Comment 5 to Section 9-108 of the Code]

None.

SCHEDULE 2

COPYRIGHTS

None.

SCHEDULE 3

INTELLECTUAL PROPERTY LICENSES

None.

SCHEDULE 4

PATENTS

None.

SCHEDULE 5

TRADEMARKS

None

SCHEDULE 6

PLEDGED COMPANIES

Name of Grantor	Name of Pledged Company	Number of Shares/Units	Class of Interests	Percentage of Class Owned	Certificate Nos.
None.

SCHEDULE 6(k)

CONTROLLED ACCOUNT BANKS

DEPOSIT ACCOUNTS

AXIS LOGISTIC SERVICES, INC.

Co.	Bank Name	Bank Acct Number	Account Use
None.

JACK COOPER CT SERVICES, INC.

Co.	Bank Name	Bank Acct Number	Account Use
None.

JACK COOPER RAIL AND SHUTTLE, INC.

Co.	Bank Name	Bank Acct Number	Account Use
None.

SCHEDULE 7

OWNED REAL PROPERTY

None.

SCHEDULE 8

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS

Grantor	Jurisdictions
AXIS LOGISTIC SERVICES, INC.	Delaware
JACK COOPER RAIL AND SHUTTLE, INC.	Delaware
JACK COOPER CT SERVICES, INC.	Delaware

SCHEDULE 9

VEHICLES

None.

EX-10.4.1

Exhibit 10.4.1

Execution Version

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 18th day of June, 2013, by and among the Grantor listed on the signature pages hereof (the “Grantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to the indenture dated as of the date hereof (as amended, amended and restated, extended, renewed, refinanced, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, the Guarantors (as defined therein), the Trustee and the Collateral Agent, pursuant to which the Issuer has issued 9.25% Senior Secured Notes due 2020 (together with any Additional Notes and Exchange Notes, the “Notes”).  The Indenture requires that the Issuer and the Guarantors enter into a Security Agreement. 

WHEREAS, the Grantor has executed and delivered to Collateral Agent, for the benefit of the Secured Parties, that certain Security Agreement, dated as of June 18, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, the Grantor is required to execute and deliver to the Collateral Agent, for the benefit of the Secured Parties, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby agree as follows:

1.DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Indenture.

2.GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  The Grantor hereby unconditionally grants, assigns, and pledges to the Collateral Agent, for the benefit of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of the Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”):

(a)all of its Trademarks, exclusive, however, of (i) any Trademarks that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States, and (ii) any Excluded Collateral;

(b)all goodwill of the business connected with the use of, and symbolized by, each Trademark; and

(c)all products and proceeds (as that term is defined in the Code) of the foregoing, including any claim by the Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark, including right to receive any damages or (ii) injury to the goodwill associated with any Trademark.

3.SECURITY FOR SECURED OBLIGATIONS.  This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Trademark Security

Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by the Grantor to the Collateral Agent or any Secured Party, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Grantor.

4.SECURITY AGREEMENT AND INTERCREDITOR AGREEMENT.  The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement.  The Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent 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.  To the extent there is any inconsistency between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall control.

Notwithstanding anything herein to the contrary, the liens and security interests granted to U.S. Bank National Association, as the Collateral Agent, pursuant to this Agreement and the exercise of any right or remedy by U.S. Bank National Association, as the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June 18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Wells Fargo Capital Finance, LLC, as the Bank Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Credit Facility Claimholders (as defined in the Intercreditor Agreement) and the Notes Claimholders (as defined in the Intercreditor Agreement), the terms of the Intercreditor Agreement shall govern and control.

5.AUTHORIZATION TO SUPPLEMENT.  If the Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto.  The Grantor hereby authorizes the Collateral Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of the Grantor.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from the Collateral Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.COUNTERPARTS.  This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement.  Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement.  Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.

7.CONSTRUCTION.  This Copyright Security Agreement is a Notes Document.  Unless the context of this Trademark Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Trademark Security Agreement refer to this Trademark Security Agreement as a whole and not to any particular provision of this Trademark Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Trademark Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements,

2

substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds of all of the Secured Obligations (including the payment of any termination amount then applicable other than unasserted contingent indemnification Secured Obligations.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS TRADEMARK SECURITY AGREEMENT.  The parties to this Trademark Security Agreement each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to the Trademark Security Agreement, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS TRADEMARK SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the day and year first above written.

GRANTOR:	PACIFIC MOTOR TRUCKING COMPANY,
	a Missouri corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chairman, Treasurer and Assistant Secretary

[Signature Page to Jack Cooper Holdings Corp. Trademark Security Agreement]

	ACCEPTED AND ACKNOWLEDGED BY:
COLLATERAL AGENT:	U.S. BANKING NATIONAL ASSOCIATION
	a national banking association
	By:	/s/ Raymond S. Haverstock
	Name: Raymond S. Haverstock
	Title: Vice President

[Signature Page to Jack Cooper Holdings Corp. Trademark Security Agreement]

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications

Grantor	Country	Mark	Application/Registration No.	App/Reg Date
Pacific Motor Trucking Company	United States	PMT	73359327/ 1248646	04/12/1982 08/16/1983
Pacific Motor Trucking Company	United States	PACIFIC MOTOR TRUCKING	73359326/ 1245993	04/12/1982 07/19/1983

EX-10.4.2

Exhibit 10.4.2

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 27 day of December, 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to the indenture dated as of the date hereof (as amended, amended and restated, extended, renewed, refinanced, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, the Guarantors (as defined therein), the Trustee and the Collateral Agent, pursuant to which the Issuer has issued 9.25% Senior Secured Notes due 2020 (together with any Additional Notes and Exchange Notes, the “Notes”).  The Indenture requires that the Issuer and the Guarantors enter into a Security Agreement.

WHEREAS, the Grantors have executed and delivered to Collateral Agent, for the benefit of the Secured Parties, that certain Security Agreement, dated as of June 18, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to the Collateral Agent, for the benefit of the Secured Parties, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1.             DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Indenture.

2.             GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to the Collateral Agent, for the benefit of the Secured Parties, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”):

(a)           all of its Trademarks, exclusive, however, of (i) any Trademarks that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States, and (ii) any Excluded Collateral;

(b)           all goodwill of the business connected with the use of, and symbolized by, each Trademark; and

1

(c)           all products and proceeds (as that term is defined in the Code) of the foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark, including right to receive any damages or (ii) injury to the goodwill associated with any Trademark.

3.             SECURITY FOR SECURED OBLIGATIONS.  This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to the Collateral Agent or any Secured Party, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.             SECURITY AGREEMENT AND INTERCREDITOR AGREEMENT.  The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent 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.  To the extent there is any inconsistency between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall control.

Notwithstanding anything herein to the contrary, the liens and security interests granted to U.S. Bank National Association, as the Collateral Agent, pursuant to this Agreement and the exercise of any right or remedy by U.S. Bank National Association, as the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June 18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Wells Fargo Capital Finance, LLC, as the Bank Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Credit Facility Claimholders (as defined in the Intercreditor Agreement) and the Notes Claimholders (as defined in the Intercreditor Agreement), the terms of the Intercreditor Agreement shall govern and control.

5.             AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto.  Grantors hereby authorize the Collateral Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from the Collateral Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS.  This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement.  Delivery of an executed

2

counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement.  Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.

7.             CONSTRUCTION.  This Copyright Security Agreement is a Notes Document.  Unless the context of this Trademark Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Trademark Security Agreement refer to this Trademark Security Agreement as a whole and not to any particular provision of this Trademark Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Trademark Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds of all of the Secured Obligations (including the payment of any termination amount then applicable  other than unasserted contingent indemnification Secured Obligations.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.             THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS TRADEMARK SECURITY AGREEMENT.  The parties to this Trademark Security Agreement each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Trademark Security Agreement, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS TRADEMARK SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

3

[SIGNATURE PAGE FOLLOWS]

4

IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:	JACK COOPER TRANSPORT COMPANY, INC.
	By:	/s/ Michael Scott Testman
	Name:	Michael Scott Testman
	Title:	Chief Financial Officer
	AXIS LOGISTIC SERVICES, INC.
	By:	/s/ Michael Scott Testman
	Name:	Michael Scott Testman
	Title:	Chief Financial Officer

Signature page to Trademark Security Agreement (Indenture)

	ACCEPTED AND ACKNOWLEDGED BY:
COLLATERAL AGENT:	U.S. BANKING NATIONAL ASSOCIATION
	a national banking association
	By:	/s/ Raymond S. Haverstock
	Name:	Raymond S. Haverstock
	Title:	Vice President

Signature page to Trademark Security Agreement (Indenture)

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications

Grantor	Country	Mark	Registration No.	Reg Date
Jack Cooper Transport Company, Inc.	U.S.	AXIS (Design)	2080261	7/15/1997
Jack Cooper Transport Company, Inc.	U.S.	AS ALLIED SYSTEMS Stylized	1561418	10/17/1989
Jack Cooper Transport Company, Inc.	U.S.	DRIVING THE STANDARD	3049043	1/24/2006
AXIS LOGISTIC SERVICES, INC.	U.S.	AXIS & Design	4291066	2/19/2013
Jack Cooper Transport Company, Inc.	U.S.	E-TYMS	2696551	10/15/2001
Jack Cooper Transport Company, Inc.	U.S.	E-TYMS.COM	2696550	10/15/2001

EX-10.5.1

Exhibit 10.5.1

UNITED STATES PATENT AND TRADEMARK OFFICE

Facsimile Transmission

To:	Name:	SANDRA P. THOMPSON
	Company:	18400 VON KARMAN AVE., SUITE 800
	Fax Number:	19497200182
	Voice Phone:
From:	Name:	ASSIGNMENT RECORDATION SERVICES
	Voice Phone:	571-272-3350

37 C.F.R. 1.6 sets forth the types of correspondence that can be communicated to the Patent and Trademark Office via facsimile transmissions. Applicants are advised to use the certificate of facsimile transmission procedures when submitting a reply to a non-final or final Office action by facsimile (37 CFR 1.8(a)).

Fax Notes:

Pg#	Description
1	Cover Page
2	<Description not available>
4	Batch 2241114 Document 1

USPTO ASSIGNMENT SYSTEM PROCESSING

Date and time of transmission: Wednesday, December 22, 2010 8:56:28 AM

Number of pages including this cover sheet: 05

1

UNITED STATES PATENT AND TRADEMARK OFFICE

UNDER SECRETARY OF COMMERCE FOR INTELLECTUAL PROPERTY AND

DIRECTOR OF THE UNITED STATES PATENT AND TRADEMARK OFFICE

DECEMBER 16, 2010 PTAS SANDRA P. THOMPSON 18400 VON KARMAN AVE., SUITE 800 IRVINE, CA 92612-0514 *900177678*

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 [ILLEGIBLE] ANY ERRORS OR HAVE QUESTIONS CONCERNING THIS NOTICE, YOU MAY CONTACT THE EMPLOYEE WHOSE NAME APPEARS ON THIS NOTICE AT 571-272-3350. PLEASE SEND REQUEST FOR CORRECTION TO: U.S. PATENT AND TRADEMARK OFFICE, MAIL STOP: ASSIGNMENT SERVICES BRANCH, P.O. BOX 1450, ALEXANDRIA, VA 22313.

RECORDATION DATE: 12/01/2010	REEL/FRAME: 004423/0436
	NUMBER OF PAGES: 8
BRIEF: SECURITY INTEREST
DOCKET NUMBER: F6384-1316
ASSIGNOR:
PACIFIC MOTOR TRUCKING COMPANY	DOC DATE: 11/29/2010
	CITIZENSHIP: MISSOURI
	ENTITY: CORPORATION
ASSIGNEE:
WELLS FARGO CAPITAL FINANCE, LLC	CITIZENSHIP: DELAWARE
150 S. WACKER DRIVE, SUITE 2200	ENTITY: LIMITED LIABILITY
CHICAGO, ILLINOIS 60606	COMPANY

P.O. Box 1450, Alexandria, Virginia 22313—1450 - WWW.USPTO.GOV

2

004423/0436 PAGE 2
SERIAL NUMBER: 73359326	FILING DATE: 04/12/1982
REGISTRATION NUMBER: 1245993	ISSUE DATE: 07/19/1983
MARK: PACIFIC MOTOR TRUCKING
DRAWING TYPE: WORDS, LETTERS, OR NUMBERS IN TYPED FORM
SERIAL NUMBER: 73359327	FILING DATE: 04/12/1982
REGISTRATION NUMBER: 1248646	ISSUE DATE: 08/16/1983
MARK: PMT
DRAWING TYPE: WORDS, LETTERS, OR NUMBERS IN TYPED FORM
TONYA LEE, EXAMINER
ASSIGNMENT SERVICES BRANCH
PUBLIC RECORDS DIVISION

3

TRADEMARK ASSIGNMENT

Electronic Version v1.1	12/01/2010
Stylesheet Version v1.1	900177678

SUBMISSION TYPE:	NEW ASSIGNMENT
NATURE OF CONVEYANCE:	SECURITY INTEREST

CONVEYING PARTY DATA

Name	Formerly	Execution Date	Entity Type
Pacific Motor Trucking Company		11/29/2010	CORPORATION: MISSOURI

RECEIVING PARTY DATA

Name:	Wells Fargo Capital Finance, LLC
Street Address:	150 S. Wacker Drive, Suite 2200
City:	Chicago
State/Country:	ILLINOIS
Postal Code:	60606
[ILLEGIBLE] Type:	Limited Liability Company: DELAWARE

PROPERTY NUMBERS Total: 2

Property Type	Number	Word Mark
Registration Number:	1245993	PACIFIC MOTOR TRUCKING
Registration Number:	1248646	PMT

CORRESPONDENCE DATA

Fax Number:	(949)720-0182
Correspondence will be sent via US Mail when the fax attempt is unsuccessful.
Phone:	949-224-6282
Email:	trademark@buchalter.com
Correspondent Name:	Sandra P. Thompson
Address Line 1:	18400 Von Karman Ave., Suite 800
Address Line 4:	Irvine, CALIFORNIA 92612-0514

ATTORNEY DOCKET NUMBER:	F6384-1316
NAME OF SUBMITTER:	Sandra P. Thompson
Signature:	/Sandra P. Thompson/
Date:	12/01/2010

4

Total Attachments: 7

source=PacificMotorTruckingSecAgmt#page1.tif

source=PacificMotorTruckingSecAgmt#page2.tif

source=PacificMotorTruckingSecAgmt#page3.tif

source=PacificMotorTruckingSecAgmt#page4.tif

source=PacificMotorTruckingSecAgmt#page5.tif

source=PacificMotorTruckingSecAgmt#page6.tif

source=PacificMotorTruckingSecAgmt#page7.tif

5

Form PTO-1594 (Rev. 07/05)

U.S. DEPARTMENT OF COMMERCE

OMB Collection 0651-0027 (exp. 6/30/2008)

United States Patent and Trademark Office

RECORDATION FORM COVER SHEET

TRADEMARKS ONLY

To the Director of the U. S. Patent and Trademark Office: Please record the attached documents or the new address(es) below.

1. Name of conveying party(ies):

2. Name and address of receiving party(ies)

o Yes x No

Pacific Motor Trucking Company

Additional names, addresses, or citizenship attached?

Name:

Wells Fargo Capital Finance, LLC

Internal

o Individual(s)

o Association

Address:

o General Partnership

o Limited Partnership

Street Address:

150 S. Wacker Dr., Ste. 2200

x Corporation- State:

M0

City:

Chicago

o Other

State:

IL

Citizenship (see guidelines)

Country:

US

Zip:

60606

Additional names of conveying parties attached? o Yes x No

o Association

Citizenship

3. Nature of conveyance )/Execution Date(s):

o General Partnership Citizenship

Execution Date(s)

November 29, 2010

o Limited Partnership Citizenship

o Corporation Citizenship

o Assignment

o Merger

x Other

LLC

Citizenship

DE

x Security Agreement

o Change of Name

If assignee is not domiciled in the United States, a domestic

o Other

representative designation is attached:   o Yes   o No

(Designations must be a separate document from assignment)

4. Application number(s) or registration number(s) and identification or description of the Trademark.

A. Trademark Application No.(s)

B. Trademark Registration No.(s)

1, 245, 993 & 1,248, 646

Additional sheet(s) attached? o Yes x No

C. Identification or Description of Trademark(s) (and Filing Date if Application or Registration Number is unknown):

5. Name & address of party to whom correspondence

6. Total number of applications and

2

concerning document should be mailed:

registrations involved:

Name:

Sandra P. Thompson

Internal Address:

7. Total fee (37 CFR 2.6(b)(6) & 3.41)

$ 65.00

Street Address:

Buchalter Nemer

o Authorized to be charged by credit card

x Authorized to be charged to deposit account

18400 Von Karman Ave., Ste. 800

o Enclosed

City:

Irvine

8. Payment Information:

State:

CA

Zip:

92612-0514

a. Credit Card

Last 4 Numbers

Expiration Date

Phone Number:

949-224-6282

b. Deposit Account Number

500977

Fax Number:

949-720-0182

Authorized User Name

Buchalter Nemer

Email Address:

trademark@buchalter.com

9. Signature:

/s/ Sandra P. Thompson

November 30, 2010

Signature

Date

Sandra P. Thompson

Total number of pages including cover

7

Name of Person Signing

sheet, attachments, and document:

Documents to be recorded (including cover sheet) should be faxed to (571) 273-0140, or mailed to:

Mail Stop Assignment Recordation Services, Director of the USPTO, P.O. Box 1450, Alexandria, VA 22313-1450

Execution Copy

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 29th day of November, 2010, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

WITNESSETH:

WHEREAS, pursuant to that certain Credit Agreement dated as of November 29, 2010 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Parent”) and the Subsidiaries of Parent identified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of Lender Group and the Bank Product Providers, that certain Security Agreement, dated as of November 29, 2010 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of Lender Group and the Bank Product Providers, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.DEFINED TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2.GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”):

(a)all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I, exclusive, however, of (i) any Trademarks that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States, and (ii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the granting of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the

1

PTO of an amendment to allege to use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Trademark Collateral;

(b)all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual Property License; and

(c)all products and proceeds (as that term is defined in the Code) of the foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademarks exclusively licensed under any Intellectual Property License, including right to receive any damages, (ii) injury to the goodwill associated with any Trademark, or (iii) right to receive license fees, royalties, and other compensation under any Trademark Intellectual Property License.

3.SECURITY FOR SECURED OBLIGATIONS. This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.SECURITY AGREEMENT. The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent 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. To the extent there is any inconsistency between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall control.

5.AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration. Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.COUNTERPARTS. This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement. Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement. Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.

7.CONSTRUCTION. This Copyright Security Agreement is a Loan Document. Unless the context of this Trademark Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase

2

“and/or”. The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Trademark Security Agreement refer to this Trademark Security Agreement as a whole and not to any particular provision of this Trademark Security Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Trademark Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights. Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds (or, (a) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, and (b) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization) of all of the Secured Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Secured Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Secured Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid. Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.THE VALIDITY OF THIS TRADEMARK SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

9.THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS TRADEMARK SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9.

10.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS TRADEMARK SECURITY AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

3

[SIGNATURE PAGE FOLLOWS]

4

IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:	PACIFIC MOTOR TRUCKING COMPANY
	By:	/s/ T. Michael Riggs
	Name:	T. Michael Riggs
	Title:	Chairman of the Board

Trademark Security Agreement

	ACCEPTED AND ACKNOWLEDGED BY:
AGENT:	WELLS FARGO CAPITAL FINANCE, LLC,
	a Delaware limited liability company
	By:	/s/ David R. Klages
	Name:	David R. Klages
	Title:	Vice President

Trademark Security Agreement

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications

Service Mark	Serial Number	Registration Number	Filing Date	Registration Date
Pacific Motor Trucking	73359326	1245993	April 12, 1982	July 19, 1983
PMT	73359327	1248646	April 12, 1982	August 16, 1983

Trade Names

None

Common Law Trademarks

None

Trademarks Not Currently In Use

None

Trademark Licenses

None

EX-10.5.2

Exhibit 10.5.2

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 27th day of December, 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

WITNESSETH:

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Parent”) and the Subsidiaries of Parent identified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of Lender Group and the Bank Product Providers, that certain Amended and Restated Security Agreement, dated as of June 18, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of Lender Group and the Bank Product Providers, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.DEFINED TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2.GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”):

(a)all of its Trademarks, exclusive, however, of (i) any Trademarks that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States, and (ii) any Excluded Collateral;

(b)all goodwill of the business connected with the use of, and symbolized by, each Trademark; and

(c)all products and proceeds (as that term is defined in the Code) of the foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution

1

of any Trademark, including right to receive any damages or (ii) injury to the goodwill associated with any Trademark.

3.SECURITY FOR SECURED OBLIGATIONS. This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.SECURITY AGREEMENT. The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent 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. To the extent there is any inconsistency between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall control.

5.AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.COUNTERPARTS. This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement. Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement. Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.

7.CONSTRUCTION. This Copyright Security Agreement is a Loan Document. Unless the context of this Trademark Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Trademark Security Agreement refer to this Trademark Security Agreement as a whole and not to any particular provision of this Trademark Security Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Trademark Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights. Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full

2

in cash or immediately available funds (or, (a) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, and (b) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization) of all of the Secured Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Secured Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Secured Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid. Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.THE VALIDITY OF THIS TRADEMARK SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

9.THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS TRADEMARK SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9.

10.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS TRADEMARK SECURITY AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed as of the day and year first above written.

GRANTORS:	JACK COOPER TRANSPORTATION COMPANY,
	INC.
	By:	/s/ Michael S. Testman
	Name:	Michael S. Testman
	Title:	CFO
	AXIS LOGISTIC SERVICES, INC.
	By:	/s/ Michael S. Testman
	Name:	Michael S. Testman
	Title:	CFO

[Signatures continue on the following page.]

TRADEMARK SECURITY AGREEMENT

	ACCEPTED AND ACKNOWLEDGED BY:
AGENT:	WELLS FARGO CAPITAL FINANCE, LLC,
	a Delaware limited liability company
	By:	/s/ Brandi Whittington
	Name:	Brandi Whittington
	Title:	Assistant Vice President

TRADEMARK SECURITY AGREEMENT

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications

Grantor	Country	Mark	Application/ Registration No.	App/Reg Date
Jack Cooper Transport Company, Inc.	U.S.	AXIS (Design)	2080261	7/15/1997
Jack Cooper Transport Company, Inc.	U.S.	AS ALLIED SYSTEMS Stylized	1561418	10/17/1989
Jack Cooper Transport Company, Inc.	U.S.	DRIVING THE STANDARD	3049043	1/24/2006
AXIS LOGISTIC SERVICES, INC.	U.S.	AXIS & Design	4291066	2/19/2013
Jack Cooper Transport Company, Inc.	U.S.	AAG	2696551	10/15/2001
Jack Cooper Transport Company, Inc.	U.S.	AS & Design	2696550	10/15/2001

EX-10.6.1

Exhibit 10.6.1

1025 VERMONT AVENUE N.W., SUITE 1130 WASHINGTON, DC 20005 (800) 494-5225 FAX: (800) 494-7512 RECEIVED Public Information Office JUN 20 2013 COPYRIGHT OFFICE

Copyright Office Receipt No.

Re: Material for filing with the US Copyright Office

To:          Register of Copyrights, US Copyright Office

From: National Corporate Research, Ltd.

Contact Name:  Andy Hackett                             Telephone: 866-670-3558

Document Type:	Document Cover Sheet
Processing Requested:	Regular
Total Items Enclosed:	1

Item Detail: “Jack Cooper Transport Company, Inc./Wells Fargo Capital Finance, LLC as Agent”

1. Copyright Security Agreement

For additional information or questions, please contact: See Document Cover Sheet

Delivery upon Completion of Processing: As indicated on application or cover sheet

Attached filing(s) submitted to the US Copyright Office by	/s/ Margaret Preston
	Margaret Preston

Receipt Copyright Office Library of Congress 101 Independence Avenue SE Washington, DC 20559-6000 No. 1-FR7C87 Date: 6/20/2013 11:49:59 AM

Received
Form(s):	2 DCS	o	Search Report
Deposit Count:		o	Search
Piece Count:		o	Retrieval
Type of Deposit:		o	Correspondence
Other Enclosures:		o	Inspection
Title:	FLEET MAINTENANCE SYSTEM: USER’S	o	Photocopies
# of Additional Titles:	GUIDE (TXU00521903)	o	Additional Certificate
Priority:		o	Certification
# Of Documents:	1	o	Secure Test Exam
		Other:

Received From:	NATIONAL CORPORATE RESEARACH LTD	Phone:
	1025 VERMONT AVENUE NW SUITE 1130
	WASHINGTON, DC 20005
Representing:		Phone:

Corresponding Id:
Fees		Method of Payment	Amount
No Fee:	o	Check:
Fee to be Determined:	o	Money Order:
Base Fee:	$135.00	Deposit Account:	93025
Special Handling Fee:	$	Deposit Account Name:	Buchalter Nemer a
Secure Test Exam Fee:	$		Professional Corporation
Total Due:	$135.00
		Total Payment:	$135.00

Notes

Received By:     LGRA

Receipt of material is merely a preliminary step in the registration and/or recordation process. It does not imply that any final determination has been made in the case, or that the material is acceptable for registration.

Official action on an application for copyright registration or a document for recordation can be taken only after there has been a full examination of the claim following regular Copyright Office procedures. We are glad to discuss questions involving copyright registration on the telephone or in person-to-person conversations. However, all statements made during these exploratory discussions must be considered provisional, and are not binding either upon the applicant or upon the Office.

This receipt acknowledges delivery of the material to the Copyright Office on the date indicated. When multiple claims are submitted by or on behalf of the same remitter, however, only one receipt will be provided. If you are submitting multiple claims, only one title will appear on the receipt.

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 18th day of June, 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Parent”) and the Subsidiaries of Parent identified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Providers, that certain Amended and Restated Security Agreement, dated as of June 18, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1.             DEFINED TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Copyright Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Copyright Collateral”):

(a)           all of such Grantor’s Copyrights including those referred to on Schedule I; exclusive, however, of any copyrights that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States;

(b)           all renewals or extensions of the foregoing; and

(c)           all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Copyright.

1

3.             SECURITY FOR SECURED OBLIGATIONS. This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.             SECURITY AGREEMENT. The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Copyright 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. To the extent there is any inconsistency between this Copyright Security Agreement and the Security Agreement, the Security Agreement shall control.

5.             AUTHORIZATION TO SUPPLEMENT. Grantors shall give Agent prior written notice of no less than three (3) Business Days before filing any additional application for registration of any copyright and prompt notice in writing of any additional copyright registrations granted therefor after the date hereof (but in no event later than five (5) Business Days following receipt of such registration). Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Copyright Security Agreement by amending Schedule I to include any future United States registered copyrights or applications therefor of each Grantor. Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS. This Copyright Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Copyright Security Agreement. Delivery of an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Copyright Security Agreement. Any party delivering an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Copyright Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Copyright Security Agreement.

7.             CONSTRUCTION. This Copyright Security Agreement is a Loan Document. Unless the context of this Copyright Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Copyright Security Agreement refer to this Copyright Security Agreement as a whole and not to any particular provision of this Copyright Security Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this Copyright Security Agreement unless otherwise specified. Any reference in this Copyright Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights. Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the

2

repayment in full in cash or immediately available funds (or, (a) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, and (b) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization) of all of the Secured Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Secured Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Secured Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid. Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.             THE VALIDITY OF THIS COPYRIGHT SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

9.             THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS COPYRIGHT SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9.

10.          TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS COPYRIGHT SECURITY AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be executed as of the day and year first above written.

GRANTORS:	JACK COOPER TRANSPORTATION COMPANY, INC.
		By:	/s/ Theo Ciupitu
		Name:	Theo Ciupitu
		Title:	Executive Vice President, Assistant Secretary and General Counsel

[Signatures continue on the following page.]

COPYRIGHT SECURITY AGREEMENT

	ACCEPTED AND ACKNOWLEDGED BY:
AGENT:	WELLS FARGO CAPITAL FINANCE, LLC,
	a Delaware limited liability company
	By:	/s/ Brandi Whittington
	Name:	Brandi Whittington
	Title:	Assistant Vice President

COPYRIGHT SECURITY AGREEMENT

SCHEDULE I

TO

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS

COPYRIGHT REGISTRATIONS

				Registration
Grantor	Country	Copyright	Registration No.	Date
Jack Cooper Transport Company, Inc.	U.S.	Fleet maintenance system: user’s guide	Txu000521903	06/03/01992
Jack Cooper Transport Company, Inc.	U.S.	General ledger system: user’s guide	Txu000577117	07/14/1993

EX-10.6.2

Exhibit 10.6.2

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 27 day of December, 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US BANK”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to the indenture dated as of the date hereof (as amended, amended and restated, extended, renewed, refinanced, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, the Guarantors (as defined therein), the Trustee and the Collateral Agent, pursuant to which the Issuer has issued 9.25% Senior Secured Notes due 2020 (together with any Additional Notes and Exchange Notes, the “Notes”).  The Indenture requires that the Issuer and the Guarantors enter into a Security Agreement.

WHEREAS, the Grantors have executed and delivered to the Collateral Agent, for the benefit of the Secured Parties, that certain Security Agreement, dated as of June 18, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to the Collateral Agent, for the benefit of the Secured Parties, this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1.             DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Indenture.

2.             GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to the Collateral Agent, for the benefit each Secured Party, to secure the Secured Obligations, a continuing security interest (referred to in this Copyright Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Copyright Collateral”):

(a)           all of such Grantor’s Copyrights including those referred to on Schedule I; exclusive, however, of any copyrights that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States;

(b)           all renewals or extensions of the foregoing; and

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(c)           all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Copyright.

3.             SECURITY FOR SECURED OBLIGATIONS.  This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to the Collateral Agent or any Secured Party, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.             SECURITY AGREEMENT AND INTERCREDITOR AGREEMENT.  The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Security Interest in the Copyright 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.  To the extent there is any inconsistency between this Copyright Security Agreement and the Security Agreement, the Security Agreement shall control.

Notwithstanding anything herein to the contrary, the liens and security interests granted to U.S. Bank National Association, as the Collateral Agent, pursuant to this Agreement and the exercise of any right or remedy by U.S. Bank National Association, as the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Wells Fargo Capital Finance, LLC, as the Bank Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Credit Facility Claimholders (as defined in the Intercreditor Agreement) and the Notes Claimholders (as defined in the Intercreditor Agreement), the terms of the Intercreditor Agreement shall govern and control.

5.             AUTHORIZATION TO SUPPLEMENT.  Grantors shall give the Collateral Agent prompt notice in writing of any additional copyright registrations granted after the date hereof.  Without limiting Grantors’ obligations under this Section, Grantors hereby authorize the Collateral Agent unilaterally to modify this Copyright Security Agreement by amending Schedule I to include any future United States registered copyrights or applications therefor of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from the Collateral Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS.  This Copyright Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Copyright Security Agreement.  Delivery of an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of

2

transmission shall be equally as effective as delivery of an original executed counterpart of this Copyright Security Agreement.  Any party delivering an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Copyright Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Copyright Security Agreement.

7.             CONSTRUCTION.  This Copyright Security Agreement is a Notes Document.  Unless the context of this Copyright Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Copyright Security Agreement refer to this Copyright Security Agreement as a whole and not to any particular provision of this Copyright Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Copyright Security Agreement unless otherwise specified.  Any reference in this Copyright Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds of all of the Secured Obligations other than unasserted contingent indemnification Secured Obligations.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.             Notwithstanding anything herein to the contrary, the liens and security interests granted to U.S. Bank National Association, as the Collateral Agent, pursuant to this Agreement and the exercise of any right or remedy by U.S. Bank National Association, as the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of June18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between Wells Fargo Capital Finance, LLC, as the Bank Collateral Agent, and U.S. Bank National Association, as the Notes Collateral Agent.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, as between the Credit Facility Claimholders (as defined in the Intercreditor Agreement) and the Notes Claimholders (as defined in the Intercreditor Agreement), the terms of the Intercreditor Agreement shall govern and control.

9.             THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS COPYRIGHT SECURITY AGREEMENT.  The parties to this Copyright Security Agreement each hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Copyright

3

Security Agreement, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS COPYRIGHT SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[SIGNATURE PAGE FOLLOWS]

4

IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:	JACK COOPER CT SERVICES, INC.
	By:	/s/ Michael Scott Testman
	Name:	Michael Scott Testman
	Title:	Chief Financial Officer
	JACK COOPER TRANSPORT COMPANY, INC.
	By:	/s/ Michael Scott Testman
	Name:	Michael Scott Testman
	Title:	Chief Financial Officer

Signature page to Copyright Security Agreement (Indenture)

	ACCEPTED AND ACKNOWLEDGED BY:
COLLATERAL AGENT:	U.S. BANKING NATIONAL ASSOCIATION
	a national banking association
	By:	/s/ Raymond S. Haverstock
	Name:	Raymond S. Haverstock
	Title:	Vice President

Signature page to Copyright Security Agreement (Indenture)

SCHEDULE I
TO
COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS

Grantor	Country	Copyright	Registration No.	Registration Date
JACK COOPER CT SERVICES, INC.	United States	CT Services Repurchase Program	TXu-601-282	11/1/1993
JACK COOPER CT SERVICES, INC.	United States	CT Services Computer Guide	TXu-601-287	11/1/1993
Jack Cooper Transport Company, Inc.	United States	A proud heritage — an unlimited future; a history of Allied Holdings, Inc., the first 70 years	TX-6-444-292	9/22/2006

EX-10.7.1

Exhibit 10.7.1

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 18th day of June, 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Parent”) and the Subsidiaries of Parent identified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Providers, that certain Amended and Restated Security Agreement, dated as of June 18, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1.             DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Copyright Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Copyright Collateral”):

(a)           all of such Grantor’s Copyrights including those referred to on Schedule I; exclusive, however, of any copyrights that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States;

(b)           all renewals or extensions of the foregoing; and

(c)           all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Copyright.

1

3.             SECURITY FOR SECURED OBLIGATIONS.  This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.             SECURITY AGREEMENT.  The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Copyright 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.  To the extent there is any inconsistency between this Copyright Security Agreement and the Security Agreement, the Security Agreement shall control.

5.             AUTHORIZATION TO SUPPLEMENT.  Grantors shall give Agent prior written notice of no less than three (3) Business Days before filing any additional application for registration of any copyright and prompt notice in writing of any additional copyright registrations granted therefor after the date hereof (but in no event later than five (5) Business Days following receipt of such registration).  Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Copyright Security Agreement by amending Schedule I to include any future United States registered copyrights or applications therefor of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS.  This Copyright Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Copyright Security Agreement.  Delivery of an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Copyright Security Agreement.  Any party delivering an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Copyright Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Copyright Security Agreement.

7.             CONSTRUCTION.  This Copyright Security Agreement is a Loan Document.  Unless the context of this Copyright Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Copyright Security Agreement refer to this Copyright Security Agreement as a whole and not to any particular provision of this Copyright Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Copyright Security Agreement unless otherwise specified.  Any reference in this Copyright Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the

2

repayment in full in cash or immediately available funds (or, (a) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, and (b) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization) of all of the Secured Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Secured Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Secured Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.             THE VALIDITY OF THIS COPYRIGHT SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

9.             THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS COPYRIGHT SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9.

10.          TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  AGENT AND EACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS COPYRIGHT SECURITY AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:	JACK COOPER TRANSPORT COMPANY, INC.
	By:	/s/ Theo Ciupitu
	Name:	Theo Ciupitu
	Title:	Executive Vice President, Assistant Secretary and General Counsel

[Signatures continue on the following page.]

COPYRIGHT SECURITY AGREEMENT

	ACCEPTED AND ACKNOWLEDGED BY:
AGENT:	WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company
	By:	/s/ Brandi Whittington
	Name:	Brandi Whittington
	Title:	Assistant Vice President

COPYRIGHT SECURITY AGREEMENT

SCHEDULE I
TO
COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS

COPYRIGHT REGISTRATIONS

Grantor	Country	Copyright	Registration No.	Registration Date
Jack Cooper Transport Company, Inc.	U.S.	Fleet maintenance system: user’s guide	Txu000521903	06/03/01992
Jack Cooper Transport Company, Inc.	U.S.	General ledger system: user’s guide	Txu000577117	07/14/1993

EX-10.7.2

Exhibit 10.7.2

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 27th day of December, 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement dated as of June 18, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Parent”) and the Subsidiaries of Parent identified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group and the Bank Product Providers, that certain Amended and Restated Security Agreement, dated as of June 18, 2013 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group and the Bank Product Providers, this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1.             DEFINED TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest (referred to in this Copyright Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Copyright Collateral”):

(a)           all of such Grantor’s Copyrights including those referred to on Schedule I; exclusive, however, of any copyrights that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States;

(b)           all renewals or extensions of the foregoing; and

(c)           all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Copyright.

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3.             SECURITY FOR SECURED OBLIGATIONS. This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.             SECURITY AGREEMENT. The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Copyright 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. To the extent there is any inconsistency between this Copyright Security Agreement and the Security Agreement, the Security Agreement shall control.

5.             AUTHORIZATION TO SUPPLEMENT. Grantors shall give Agent prior written notice of no less than three (3) Business Days before filing any additional application for registration of any copyright and prompt notice in writing of any additional copyright registrations granted therefor after the date hereof (but in no event later than five (5) Business Days following receipt of such registration). Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Copyright Security Agreement by amending Schedule I to include any future United States registered copyrights or applications therefor of each Grantor. Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS. This Copyright Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Copyright Security Agreement. Delivery of an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Copyright Security Agreement. Any party delivering an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Copyright Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Copyright Security Agreement.

7.             CONSTRUCTION. This Copyright Security Agreement is a Loan Document. Unless the context of this Copyright Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Copyright Security Agreement refer to this Copyright Security Agreement as a whole and not to any particular provision of this Copyright Security Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this Copyright Security Agreement unless otherwise specified. Any reference in this Copyright Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights. Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the

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repayment in full in cash or immediately available funds (or, (a) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, and (b) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization) of all of the Secured Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Secured Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Secured Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid. Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.             THE VALIDITY OF THIS COPYRIGHT SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

9.             THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS COPYRIGHT SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9.

10.          TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS COPYRIGHT SECURITY AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be executed as of the day and year first above written.

GRANTORS:	JACK COOPER CT SERVICES, INC.
	By:	/s/ Michael S. Testman
	Name:	Michael S. Testman
	Title:	CFO
	JACK COOPER TRANSPORTATION COMPANY, INC.
	By:	/s/ Michael S. Testman
	Name:	Michael S. Testman
	Title:	CFO

[Signatures continue on the following page.]

COPYRIGHT SECURITY AGREEMENT

	ACCEPTED AND ACKNOWLEDGED BY:
AGENT:	WELLS FARGO CAPITAL FINANCE, LLC,
	a Delaware limited liability company
	By:	/s/ Brandi Whittington
	Name:	Brandi Whittington
	Title:	Assistant Vice President

COPYRIGHT SECURITY AGREEMENT

SCHEDULE I

TO

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS

Grantor	Country	Copyright	Registration No.	Registration Date
JACK COOPER CT SERVICES, INC.	United States	CT Services Repurchase Program	TXu-601-282	11/1/1993
JACK COOPER CT SERVICES, INC.	United States	CT Services Computer Guide	TXu-601-287	11/1/1993
Jack Cooper Transport Company, Inc.	United States	A proud heritage — an unlimited future; a history of Allied Holdings, Inc., the first 70 years	TX-6-444-292	9/22/2006

EX-10.8.1

Exhibit 10.8.1

EXECUTION VERSION

CREDIT AGREEMENT

by and among

JACK COOPER HOLDINGS CORP.,

as Borrower,

THE LENDERS THAT ARE SIGNATORIES HERETO

as the Lenders,

and

MSDC JC INVESTMENTS, LLC

as Agent

Dated as of March 31, 2015

TABLE OF CONTENTS

			Page
1.	DEFINITIONS AND CONSTRUCTION		1
	1.1	Definitions	1
	1.2	Accounting Terms	1
	1.3	Code	1
	1.4	Construction	1
	1.5	Schedules and Exhibits	2
2.	LOANS AND TERMS OF PAYMENT		2
	2.1	Term Loans	2
	2.2	[Reserved]	2
	2.3	Borrowing Procedures and Settlements	3
	2.4	Payments; Reductions of Commitments; Prepayments	3
	2.5	Promise to Pay	10
	2.6	Interest Rates: Rates, Payments, and Calculations	10
	2.7	Crediting Payments	11
	2.8	[Reserved]	11
	2.9	[Reserved]	11
	2.10	[Reserved]	11
	2.11	[Reserved]	11
	2.12	Interest Payment Dates; LIBOR	11
	2.13	Capital Requirements	13
3.	CONDITIONS; TERM OF AGREEMENT		13
	3.1	Conditions Precedent to the Extension of Credit	14
	3.2	Maturity	14
	3.3	Effect of Maturity	14
4.	REPRESENTATIONS AND WARRANTIES		14
	4.1	Due Organization and Qualification; Subsidiaries	15
	4.2	Due Authorization; No Conflict	15
	4.3	Governmental Consents	16
	4.4	Binding Obligations; Perfected Liens	16
	4.5	Title to Assets; No Encumbrances	16
	4.6	Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims	17
	4.7	Litigation	17
	4.8	Compliance with Laws	17
	4.9	No Material Adverse Change	18
	4.10	Fraudulent Transfer	18
	4.11	Employee Benefits	18
	4.12	Environmental Condition	18
	4.13	Intellectual Property	18

	4.14	Leases	19
	4.15	Deposit Accounts and Securities Accounts	19
	4.16	Complete Disclosure	19
	4.17	Material Contracts	19
	4.18	Patriot Act	19
	4.19	Indebtedness	20
	4.20	Payment of Taxes	20
	4.21	Margin Stock	20
	4.22	Governmental Regulation	20
	4.23	OFAC	20
	4.24	Employee and Labor Matters	21
	4.25	[Reserved]	21
	4.26	Notes Documents and ABL Loan Documents	21
	4.27	Guarantors	21
	4.28	Obligations Constitute ABL Obligations	22
	4.29	[Reserved]	22
	4.30	[Reserved]	22
	4.31	ERISA	22
5.	AFFIRMATIVE COVENANTS		22
	5.1	Financial Statements, Reports, Certificates	22
	5.2	Collateral Reporting	22
	5.3	Existence	23
	5.4	Maintenance of Properties	23
	5.5	Taxes	23
	5.6	Insurance	23
	5.7	Inspection	24
	5.8	Compliance with Laws	24
	5.9	Environmental	24
	5.10	[Reserved]	25
	5.11	Formation of Subsidiaries	25
	5.12	Further Assurances	26
	5.13	Lender Meetings	26
	5.14	[Reserved]	26
	5.15	Location of Inventory and Equipment	26
	5.16	ERISA Matters. Furnish to Agent	27
	5.17	Post-Closing Obligations	28
6.	NEGATIVE COVENANTS		28
	6.1	Indebtedness	28
	6.2	Liens	29
	6.3	Restrictions on Fundamental Changes	30
	6.4	Disposal of Assets	30
	6.5	Change Name	31
	6.6	Nature of Business	31
	6.7	Prepayments and Amendments	31
	6.8	[Reserved]	32

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	6.9	Restricted Junior Payments	32
	6.10	Accounting Methods	34
	6.11	Investments; Controlled Investments	34
	6.12	Transactions with Affiliates	34
	6.13	Use of Proceeds	35
	6.14	Limitation on Issuance of Stock	36
	6.15	[Reserved]	36
	6.16	[Reserved]	36
	6.17	Inventory and Equipment with Bailees	36
	6.18	ERISA	36
7.	[RESERVED]		36
8.	EVENTS OF DEFAULT		36
	8.1	Payments	37
	8.2	Covenants	37
	8.3	Judgments	37
	8.4	Voluntary Bankruptcy, etc.	38
	8.5	Involuntary Bankruptcy, etc.	38
	8.6	Restraint of Business	38
	8.7	Default Under Other Agreements	38
	8.8	Representations, etc.	39
	8.9	Guaranty	39
	8.10	Security Documents	39
	8.11	Loan Documents	39
	8.12	ERISA	39
9.	RIGHTS AND REMEDIES		40
	9.1	Rights and Remedies	40
	9.2	Remedies Cumulative	40
10.	WAIVERS; INDEMNIFICATION		41
	10.1	Demand; Protest; etc.	41
	10.2	The Lender Group’s Liability for Collateral	41
	10.3	Indemnification	41
11.	NOTICES		42
12.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE		43
13.	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS		45
	13.1	Assignments and Participations	45
	13.2	Successors	51
14.	AMENDMENTS; WAIVERS		51
	14.1	Amendments and Waivers	51
	14.2	Replacement of Certain Lenders	53

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	14.3	No Waivers; Cumulative Remedies	54
15.	AGENT; THE LENDER GROUP		54
	15.1	Appointment and Authorization of Agent	54
	15.2	Delegation of Duties	55
	15.3	Liability of Agent	55
	15.4	Reliance by Agent	55
	15.5	Notice of Default or Event of Default	56
	15.6	Credit Decision	56
	15.7	Costs and Expenses; Indemnification	57
	15.8	[Reserved]	57
	15.9	Successor Agent	57
	15.10	Lender in Individual Capacity	58
	15.11	Collateral Matters	58
	15.12	Restrictions on Actions by Lenders; Sharing of Payments	60
	15.13	Agency for Perfection	60
	15.14	Payments by Agent to the Lenders	61
	15.15	Concerning the Collateral and Related Loan Documents	61
	15.16	Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information	61
	15.17	Several Obligations; No Liability	62
16.	WITHHOLDING TAXES		62
	16.1	Generally	62
	16.2	Exemptions	63
	16.3	Reductions	65
	16.4	Refunds	66
	16.5	Excluded Taxes	66
17.	GENERAL PROVISIONS		66
	17.1	Effectiveness	66
	17.2	Section Headings	66
	17.3	Interpretation	66
	17.4	Severability of Provisions	67
	17.5	[Reserved]	67
	17.6	Debtor-Creditor Relationship	67
	17.7	Counterparts; Electronic Execution	67
	17.8	Revival and Reinstatement of Obligations	67
	17.9	Confidentiality	68
	17.10	Lender Group Expenses	69
	17.11	Survival	69
	17.12	Patriot Act	69
	17.13	Integration	70
	17.14	[Reserved]	70
	17.15	[Reserved]	70
	17.16	Intercreditor Agreements	70

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EXHIBITS AND SCHEDULES

Exhibit A-1	Form of Assignment and Acceptance
Exhibit A-2	Form of Affiliated Lender Assignment and Assumption
Exhibit C-1	Form of Compliance Certificate
Exhibit 3.1(h)	Form of Officer’s Certificate
Exhibit 3.1(k)	Form of Solvency Certificate
Schedule A-2	Authorized Persons
Schedule C-1	Commitment
Schedule P-1	Permitted Collateral Liens
Schedule P-2	Permitted Investments
Schedule P-3	Permitted Liens
Schedule R-1	Real Property Collateral
Schedule 1.1	Definitions
Schedule 3.1	Conditions Precedent
Schedule 4.1(b)	Capitalization of Borrower and its Subsidiaries
Schedule 4.6(a)	States of Organization
Schedule 4.6(b)	Chief Executive Offices
Schedule 4.6(c)	Organizational Identification Numbers
Schedule 4.6(d)	Commercial Tort Claims
Schedule 4.7(a)	Litigation — Material Adverse Change
Schedule 4.7(b)	Litigation
Schedule 4.11	Employee Benefits
Schedule 4.13	Intellectual Property
Schedule 4.15	Deposit Accounts and Securities Accounts
Schedule 4.17	Material Contracts
Schedule 4.19	Indebtedness
Schedule 4.24	Employee and Labor Matters
Schedule 4.31	ERISA Matters
Schedule 5.1	Financial Statements, Reports, Certificates
Schedule 5.2	Collateral Reporting
Schedule 5.17	Post-Closing Obligations
Schedule 6.6	Nature of Business
Schedule 6.12	Agreements — Transactions with Affiliates

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of March 31, 2015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), MSDC JC INVESTMENTS, LLC (“MSDC”), as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), JACK COOPER HOLDINGS CORP., a Delaware corporation (“Borrower”).

RECITAL

In consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, Lenders, Agent, and Borrower hereby agrees as follows:

1.DEFINITIONS AND CONSTRUCTION.

1.1Definitions. Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.

1.2Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, however, that if Borrower notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the date hereof or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto.

1.3Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided, however, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.

1.4Construction. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be,

as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder or under any other Loan Document and are unpaid and (b) the receipt by Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including reasonable and documented attorneys fees and out-of-pocket legal expenses of outside counsel), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations. Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.

1.5Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

2.LOANS AND TERMS OF PAYMENT.

2.1Term Loans.

(a)Subject to the terms and conditions hereof, the Lenders severally, not jointly or jointly and severally, agree to make term loans to Borrower (the “Loans”) on the Closing Date in an amount for each Lender equal to the amount of the Commitment of such Lender. Borrower agrees to pay each Lender party to this Agreement on the Closing Date, upon the funding of the Loans, as compensation for the funding of such Lender’s Loans, fees set forth in the Fee Letter.

(b)Amounts borrowed pursuant to this Section 2.1 and repaid may not be reborrowed. The outstanding principal amount of the Loan, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

2.2[Reserved].

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2.3Borrowing Procedures and Settlements.

(a)Procedure for Borrowing. An Authorized Person of Borrower shall deliver to Agent a written request no later than 10:00 a.m. (New York time) one Business Day prior to the Closing Date specifying (i) the amount of the Borrowing, (ii) the requested date of the Borrowing, which shall be a Business Day (iii) the location and number of the account to which funds are to be disbursed, and certifying the conditions precedent set forth in Section 3.1 have been satisfied.

(b)Making of Loans. Upon receipt of the borrowing request described in Section 2.3(a), Agent shall promptly notify each Lender thereof.  Not later than 2:00 p.m., New York City time (or, if later, promptly following the satisfaction of the conditions precedent set forth in Section 3.1), on the Closing Date, Lender shall make available to Borrower an amount in immediately available funds equal to the Loan to be made by such Lender.

(c)Notation. Agent, as a non-fiduciary agent for Borrower, shall maintain a register at one of its offices in New York a copy of each assignment and assumption delivered to it and a register for the recordation of the names and addresses of the Lenders and the principal amounts showing the principal amount of the Loan owing to each Lender, and the interests therein of each Lender, from time to time (the “Register”) and the Register shall, absent manifest error, conclusively be presumed to be correct and accurate, and Borrower, Agent, and each Lender shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. Notwithstanding anything to the contrary, any assignment of any Loan shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by Borrower, Agent and any Lender (solely with respect to its Loans), at any reasonable time and from time to time upon reasonable prior notice. This Section 2.3(c) shall be construed so that the Loans are at all times maintained in “registered form” within the meanings of Sections 163(f), 871(h)(2) and 881(c)(2) of the IRC and the Treasury Regulations thereunder.

2.4Payments; Reductions of Commitments; Prepayments.

(a)Payments by Borrower.

(i)Except as otherwise expressly provided herein, all payments by Borrower shall be made to Agent for the account of the Lender Group and shall be made in immediately available funds, no later than 2:00 p.m. (New York time) on the date specified herein. Any payment received by Agent later than 2:00 p.m. (New York time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

(ii)Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Lenders that Borrower will not

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make such payment in full as and when required, Agent may assume that Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrower does not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the interest rate then applicable to the Loans for each day from the date such amount is distributed to such Lender until the date repaid.

(b)Apportionment and Application.

(i)So long as no Application Event has occurred and is continuing, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrower shall be remitted to Agent and all (subject to Section 2.4(b)(iv)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Loans outstanding and, thereafter, to Borrower or such other Person entitled thereto under applicable law.

(ii)At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:

(A)first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full,

(B)second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in full,

(C)third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full,

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(D)fourth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in full,

(E)fifth, ratably, to pay interest accrued in respect of the Loans until paid in full,

(F)sixth, ratably to pay the principal of all Loans until paid in full,

(G)seventh, to pay any other Obligations, and

(H)eighth, to Borrower or such other Person entitled thereto under applicable law.

(iii)Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).

(iv)In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply to any payment made by Borrower to Agent and specified by Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document.

(v)For purposes of Section 2.4(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding (or which would have accrued but for the commencement of such Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(vi)In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 2.3(g) and this Section 2.4, then the provisions of Section 2.3(g) shall control and govern, and if otherwise, then the terms and provisions of this Section 2.4 shall control and govern.

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(c)Reduction of Commitments. The Commitments shall automatically terminate upon the making of the Loans on the Closing Date and, in any event, not later than 5:00 p.m., New York City time, on April 2, 2015.

(d)Prepayments.

(i)Optional Prepayments. Borrower may voluntarily prepay the Loans at any time in whole or in part; provided that such prepayment shall be accompanied by accrued and unpaid interest thereon and (i) in the case of any prepayments made with the proceeds of an IPO (A) on or prior to the first anniversary of the Closing Date, a prepayment premium of 5.00% of the aggregate principal amount of the Loans so prepaid, (B) after the first anniversary of the Closing Date and on or prior to the 18-month anniversary of the Closing Date, a prepayment premium of 2.5% and (C) after the 18-month anniversary of the Closing Date, without premium or penalty and (ii) in the case of any other prepayments pursuant to this clause (d)(i), the Applicable Premium.

(ii)Mandatory Offers of Prepayments.

(1)Change of Control.  Borrower shall make an Offer to Prepay and each Lender will have the right to require Borrower to prepay all or any part of the outstanding principal amount of the Loans owing to such Lender, together with the Applicable Premium and any accrued and unpaid interest to but not including the Prepayment Date pursuant to an Offer to Prepay. Subject to Section 2.4(e)(ii) below, on the Prepayment Date, Borrower shall, to the extent lawful, (A) prepay the Loans (or the portion thereof), together with the Applicable Premium and any accrued and unpaid interest of each Lender that has accepted the Offer for Prepayment, and (B) otherwise comply with Section 2.4(e). An Offer to Prepay shall be made no earlier than 10 Business Days in advance of a Change of Control and no later than the date of such Change of Control and, if made before the occurrence of the Change of Control, may be conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Offer to Prepay.

(2)Asset Sales.  Subject to the Intercreditor Agreements, the Notes Indenture (in effect on the date hereof) and the Existing ABL Credit Agreement (in effect on the date hereof) and subject to each of the terms and conditions of

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this Section 2.4(d)(ii)(2), on the date of receipt by Borrower or any of its Subsidiaries of Net Cash Proceeds from any Asset Sale, Borrower shall make an Offer to Prepay and each Lender will have the right to require Borrower to prepay the outstanding principal amount of the Loans owing to such Lender together with any accrued and unpaid interest to but not including the Prepayment Date pursuant to an Offer to Prepay, in an amount equal to the Net Cash Proceeds received from such Asset Sale. Subject to Section 2.4(e)(ii) below, on the Prepayment Date, Borrower shall, to the extent lawful, (A) prepay the Loans (or the portion thereof), together with any accrued and unpaid interest of each Lender that has accepted the Offer for Prepayment, and (B) otherwise comply with Section 2.4(e); provided, Borrower or any of its Subsidiaries, may, within 365 days after receipt of such Net Cash Proceeds, apply such Net Cash Proceeds to an Investment permitted under this Agreement in (a) any one or more businesses (provided that such Investment in any business is in the form of the acquisition of capital Stock and results in Borrower or any of its Subsidiaries, as the case may be, owning an amount of the capital Stock of such business such that it constitutes a Subsidiary of Borrower, (b) properties, (c) capital expenditures or (d) other assets that, in each of (a), (b), (c) and (d), replace the businesses, properties and assets that are the subject of such Asset Sale or are used or useful in the Permitted Business (clauses (a), (b), (c) and (d) together, the “Additional Assets”); provided further that to the extent that the assets that were subject to the Asset Sale constituted ABL Priority Collateral (as defined in the ABL-Notes Intercreditor Agreement), such Additional Assets shall also constitute ABL Priority Collateral (and Borrower or its Subsidiaries, as the case may be, shall promptly take such action (if any) as may be required to cause that portion of such Investment constituting ABL Priority Collateral to be added to the ABL Priority Collateral securing the Obligations. For purposes of the foregoing and determining whether assets subject to an Asset Sale constitute ABL Priority Collateral, the sale or other disposition of Stock of a Person shall be treated as a sale or other disposition of assets of such Person and assets sold shall be allocated between Notes Priority Collateral and ABL Priority Collateral (as each such term is defined in the ABL-Notes Intercreditor Agreement) in accordance with Section 3.5(c) of the ABL-

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Notes Intercreditor Agreement, as if the allocation therein would apply to such Asset Sale.

Pursuant to the first proviso of this subclause (2), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as Borrower or any of its Subsidiaries enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, that if such commitment is later terminated or cancelled prior to the application of such Net Cash Proceeds, then such Net Cash Proceeds shall constitute Excess Proceeds.

Any Net Cash Proceeds from the Asset Sales covered by this subclause (2) that are not invested or applied as provided and within the time period set forth above will be deemed to constitute “Excess Proceeds” and within 15 business days after the aggregate amount of Excess Proceeds exceeds $5,000,000, Borrower shall make an Offer to Prepay an amount equal to the Excess Proceeds. To the extent that the aggregate amount of Loans that are accepted for prepayment pursuant to an Offer to Prepay is less than the Excess Proceeds, Borrower may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Agreement. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.  After Borrower or any of its Subsidiaries has applied the Net Cash Proceeds from any Asset Sale of any Collateral as provided in, and within the time periods required by, this clause (2), Borrower may use the balance of such Net Cash Proceeds, if any, from such Asset Sale of Collateral for any purpose not prohibited by the terms of this Agreement.

(3)Indebtedness.  On the date of the incurrence of any Indebtedness not permitted under this Agreement, Borrower shall make an Offer to Prepay and each Lender will have the right to require Borrower to prepay all or any part of the outstanding principal amount of the Loans owing to such Lender, together with the Applicable Premium and any accrued and unpaid interest to but not including the Prepayment Date pursuant to an Offer to Prepay. Subject to Section 2.4(e)(ii) below, on the Prepayment Date, Borrower shall, to the extent lawful, (A)

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prepay the Loans (or the portion thereof), together with the Applicable Premium and any accrued and unpaid interest of each Lender that has accepted the Offer for Prepayment, and (B) otherwise comply with Section 2.4(e). The provisions of this Section do not constitute consent to the incurrence of any Indebtedness by Borrower or any of its Subsidiaries.

(iii)Prepayments on Acceleration. Any payments made due to an acceleration of the Obligations pursuant to Section 9 herein (regardless of whether actually made prior to the Maturity Date) shall be accompanied by accrued and unpaid interest and the Applicable Premium.

(e)Offer to Prepay.

(i)In the event that Borrower shall be required to commence an Offer to Prepay pursuant to Section 2.4(d)(ii), Borrower shall follow the procedures specified below:

(1)Unless otherwise required by applicable law, an Offer to Prepay shall specify an Expiration Date of the Offer to Prepay, which shall be, subject to any contrary requirements of applicable law, not less than 10 days or more than 30 days after the date of mailing of such Offer, and a Prepayment Date for prepayment of the Loans shall be within 60 days after the Expiration Date. On the Prepayment Date, Borrower shall prepay the aggregate principal amount of Loans required to be prepaid pursuant to Section 2.4(d) hereof (the “Offer Amount”), or if less than the Offer Amount has been accepted for prepayment, all Loans accepted for prepayment in response to the Offer to Prepay. If the Prepayment Date is on or after the interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, shall be paid to the applicable Lender.

(2)On the Prepayment Date, Borrower shall, to the extent lawful, (i) prepay the Loans accepted for prepayment, together with any accrued and unpaid interest and, if applicable, the Applicable Premium.

(ii)Any Offer to Prepay may, at Borrower’s discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of an Offer to Prepay made under Section 2.4(d)(ii)(1) or Section 2.4(d)(ii)(3), the consummation of such Change of Control

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or incurrence of Indebtedness).  If prepayment is subject to satisfaction of one or more conditions precedent, such Offer to Prepay shall describe each such condition, and if applicable, shall state that, in Borrower’s discretion, the Prepayment Date may be delayed until such time as any or all such conditions shall be satisfied, or such prepayment may not occur and such Offer to Prepay may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated Prepayment Date, or by the Prepayment Date as so delayed.

2.5Promise to Pay. Borrower promises to pay the Obligations (including principal, interest, fees, costs, and expenses) in full on the Maturity Date or, if earlier, on the date on which the Obligations become due and payable pursuant to the terms of this Agreement.  Borrower shall not be required to make any prepayments on the principal of the Loans prior to the Maturity Date (or, if earlier, on the date on which the Obligations become due and payable pursuant to the terms of this Agreement) except as otherwise expressly required pursuant Section 2.4(d) and upon acceleration of the Obligations in accordance with Section 9.1.

2.6Interest Rates: Rates, Payments, and Calculations.

(a)Interest Rates. Except as provided in Section 2.6(c), all outstanding Obligations shall bear interest at a rate per annum equal to the LIBOR Rate plus 6.00%.

(b)[Reserved].

(c)Default Rate. Upon the occurrence and during the continuation of an Event of Default, all outstanding Obligations shall bear interest on the Daily Balance thereof at a per annum rate equal to the greater of (i) the rate for 10-year U.S. treasury notes from time to time above the per annum rate otherwise applicable pursuant to Section 2.6(a) and (ii) three percentage points above the per annum rate otherwise applicable pursuant to Section 2.6(a).

(d)Payment of Fees. All fees payable hereunder or under any of the other Loan Documents, and all costs, expenses, and Lender Group Expenses payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of each month at any time that Obligations are outstanding.

(e)Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue.

(f)Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the

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contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

2.7Crediting Payments. The receipt of any payment item by Agent shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to an account designated by Agent from time to time (such account, “Agent’s Account”) or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent’s Account on a Business Day on or before 2:00 p.m. (New York time). If any payment item is received into Agent’s Account on a non-Business Day or after 2:00 p.m. (New York time) on a Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

2.8[Reserved].

2.9[Reserved].

2.10[Reserved].

2.11[Reserved].

2.12Interest Payment Dates; LIBOR.

(a)Interest Payment Dates. Interest on the Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto, (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof.

(b)Funding Losses. Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of the payment of any principal of any Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default) (such losses, costs, or expenses, “Funding Losses”). A certificate of Agent or a Lender delivered to Borrower setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrower shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate.

(c)[Reserved].

(d)Special Provisions Applicable to LIBOR Rate.

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(i)The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate; provided, however, notwithstanding anything to the contrary set forth herein, Borrower shall not be required to make any payments pursuant to this Section 2.12(d)(i) until the LIBOR Rate as adjusted pursuant hereto is in excess of 3.00% per annum. In any such event, the affected Lender shall give Borrower and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (A) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (B) repay the LIBOR Rate Loans of such Lender with respect to which such adjustment is made (together with any amounts due under Section 2.12(b)). Borrower shall not be required to compensate any Lender pursuant to this Section for additional or increased costs incurred more than 180 days prior to the date that the such Lender notifies Borrower of such changes in applicable law or in the reserve requirements giving rise to such additional or increased costs and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of changes in applicable law or in the reserve requirements that are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(ii)In the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain Loans at the LIBOR Rate or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrower and Agent promptly shall transmit the notice to each other Lender and until such Lender determines that it would no longer be unlawful or impractical to continue such funding or maintaining at the LIBOR

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Rate, the reference to the “LIBOR Rate plus 6.0%” in Section 2.6(a) shall be replaced with the “Prime Rate plus 5.0%”.

(e)No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate.

2.13Capital Requirements.

(a)If, after the date hereof, any Lender determines that (i) any Change in Law regarding capital or reserve requirements for banks or bank holding companies, or (ii) compliance by such Lender, or their respective parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding companies’ capital as a consequence of such Lender’s commitments hereunder to a level below that which such Lender or such holding companies could have achieved but for such Change in Law or compliance (taking into consideration such Lender’s or such holding companies’ then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(b)[Reserved].

(c)Notwithstanding anything herein to the contrary, the protection of Sections 2.12(d) and 2.13 shall be available to each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or been imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith.

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3.CONDITIONS; TERM OF AGREEMENT.

3.1Conditions Precedent to the Extension of Credit. The obligation of each Lender to make its extension of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the following conditions precedent, prior to or substantially concurrently with the making of such extension of credit on the Closing Date:

(a)The conditions precedent set forth on Schedule 3.1;

(b)the representations and warranties of Borrower or its Subsidiaries contained in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects on such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)); and

(c)no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof.

3.2Maturity. This Agreement shall continue in full force and effect for a term ending on the two-year anniversary of the Closing Date (the “Maturity Date”).

3.3Effect of Maturity. On the Maturity Date, all of the Obligations immediately shall become due and payable without notice or demand and Borrower shall be required to repay all of the Obligations in full. No termination of the obligations of the Lender Group (other than payment in full of the Obligations) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan Document and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full. When all of the Obligations have been paid in full, Agent will, at Borrower’s sole expense, deliver all possessory Collateral and execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, Agent’s Liens and all notices of security interests and liens previously filed by Agent.

4.REPRESENTATIONS AND WARRANTIES.

In order to induce the Lender Group to enter into this Agreement, Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the date hereof and as of the Closing Date (except to the extent that such representations and warranties relate solely to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects on such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that

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already are qualified or modified by materiality in the text thereof)) and such representations and warranties shall survive the execution and delivery of this Agreement:

4.1Due Organization and Qualification; Subsidiaries.

(a)Borrower and each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Change, and (iii) has all requisite organizational power and authority to own and operate its properties, to carry on its business as now conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

(b)Set forth on Schedule 4.1(b) is a complete and accurate description of the authorized capital Stock of Borrower and each of its Subsidiaries, by class, and, as of the date hereof and the Closing Date, a description of the number of shares of each such class that are issued and outstanding and, in the case of Subsidiaries of Borrower, the number and the percentage of the outstanding shares of each such class owned directly or indirectly by Borrower. Other than as described on Schedule 4.1(b), (i) there are no subscriptions, options, warrants, or calls relating to any shares of any such Person’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument and (ii) neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock. All of the outstanding capital Stock of each such Subsidiary of Borrower has been validly issued and, to the extent applicable, is fully paid and non-assessable.

4.2Due Authorization; No Conflict.

(a)As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party, and the borrowing of the Loans hereunder, have been duly authorized by all necessary action on the part of such Loan Party.

(b)As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party, and the borrowing of the Loans hereunder, do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Loan Party or its Subsidiaries except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Collateral Liens or Permitted Liens, or (iv) require any approval of any Loan Party’s interestholders or any approval or consent of any Person under any Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for

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consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change.

4.3Governmental Consents. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the Closing Date or as of such later date as is permitted or contemplated pursuant to the Loan Documents.

4.4Binding Obligations; Perfected Liens.

(a)Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(b)Subject to the completion of the actions set forth on Schedule 5.17, Agent’s Liens are validly created, perfected (other than (i) in respect of Vehicles that are subject to a certificate of title and as to which Agent has not caused its Lien to be noted on the applicable certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims (other than those that, by the terms hereunder, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.11, and subject only to the filing of financing statements and the recordation of the Mortgages, in each case, in the appropriate filing offices), and, subject to the Intercreditor Agreements, first priority Liens, subject only to Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases and Liens described under clauses (a) (but only to the extent any such Lien listed on Schedule P-3 is senior to Agent’s Lien on the date hereof), (e), (p), (s), (t) and (u) of the definition of Permitted Liens and clauses (a) and (c) of the definition of Permitted Collateral Liens (but, in the case of clause (c), only to the extent any such Lien is senior to Agent’s Lien on the date hereof).

4.5Title to Assets; No Encumbrances. Subject to Permitted Collateral Liens and Permitted Liens, Borrower and each of its Subsidiaries has (a) good, marketable and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Schedule 3.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby (or assets disposed of in the ordinary course of business, and not with respect to any of the transactions contemplated

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hereby, prior to the date hereof). All of such assets are free and clear of Liens except for Permitted Collateral Liens and Permitted Liens.

4.6Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims.

(a)As of the date hereof and as of the Closing Date, the name of (within the meaning of Section 9-503 of the Code) and jurisdiction of organization of Borrower and each of its Subsidiaries is set forth on Schedule 4.6(a).

(b)As of the date hereof and as of the Closing Date, the chief executive office of Borrower and each of its Subsidiaries is located at the address indicated on Schedule 4.6(b).

(c)As of the date hereof and as of the Closing Date, Borrower’s and each of its Subsidiaries’ tax identification numbers and organizational identification numbers, if any, are identified on Schedule 4.6(c).

(d)As of the date hereof and as of the Closing Date, neither Borrower nor any of its Subsidiaries holds any commercial tort claims that exceed $500,000 in amount, except as set forth on Schedule 4.6(d).

4.7Litigation.

(a)Except as set forth on Schedule 4.7(a), there are no actions, suits, or proceedings pending or, to the knowledge of Borrower, after due inquiry, threatened in writing against Borrower or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Change.

(b)Schedule 4.7(b) sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $1,000,000 that, as of the date hereof and as of the Closing Date, is pending or, to the knowledge of Borrower, after due inquiry, threatened in writing against Borrower or any of its Subsidiaries, of, as of the date hereof and as of the Closing Date, (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the procedural status with respect to such actions, suits, or proceedings, and (iv) whether any liability of Borrower and its Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance.

4.8Compliance with Laws. Neither Borrower nor any of its Subsidiaries (a) is in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

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4.9No Material Adverse Change. All historical financial statements relating to Borrower and its Subsidiaries that have been delivered by Borrower to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, Borrower’s and its Subsidiaries’ respective financial condition (consolidated to the extent specified in such financial statements) as of the date thereof and results of operations for the period then ended. Since December 31, 2013, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Change with respect to Borrower and its Subsidiaries, taken as a whole.

4.10Fraudulent Transfer.

(a)The Loan Parties, taken as a whole (after giving effect to the issuance and incurrence of Loans hereunder and the consummation of the Transactions contemplated hereby), are Solvent.

(b)No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party.

4.11Employee Benefits. Except as set forth on Schedule 4.11, neither Borrower nor any of its Subsidiaries, nor any of their ERISA Affiliates maintains or contributes to any Benefit Plan.

4.12Environmental Condition. (a) To Borrower’s knowledge, neither Borrower’s nor any of its Subsidiaries’ Properties has ever been used by Borrower, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrower’s knowledge, after due inquiry, neither Borrower’s nor any of its Subsidiaries’ Properties has ever been designated or identified in any manner pursuant to any Environmental Law as a Hazardous Materials disposal site, (c) neither Borrower nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) neither Borrower nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, in each case of this Section 4.12, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

4.13Intellectual Property. Borrower and each of its Subsidiaries own, or hold licenses in, all trademarks, trade names, copyrights, patents, and licenses that are necessary and material to the conduct of its business as currently conducted, and attached hereto as Schedule 4.13 is a true, correct, and complete listing of all material trademarks, trade names,

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copyrights, patents, and licenses as to which Borrower or one of its Subsidiaries is the owner or is an exclusive licensee.

4.14Leases. Borrower and each of its Subsidiaries enjoy peaceful and undisturbed possession under any lease material to their business and to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by Borrower or the applicable Subsidiaries exists under any of them.

4.15Deposit Accounts and Securities Accounts. Set forth on Schedule 4.15  is a listing, as of the date hereof and as of the Closing Date, of all of Borrower’s and its Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

4.16Complete Disclosure. All factual information (other than forward-looking information, forward-looking pro formas, and projections and information of a general economic nature and general information about Borrower’s industry), taken as a whole, furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents, was, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided.

4.17Material Contracts. Set forth on Schedule 4.17 is a reasonably detailed description of the Material Contracts of each Loan Party and its Subsidiaries as of the date hereof and as of the Closing Date. Except for matters which, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, each Material Contract (other than those that have expired at the end of their normal terms) (a) is in full force and effect and is binding upon and enforceable against Borrower or the applicable Subsidiary and, to Borrower’s knowledge, after due inquiry, each other Person that is a party thereto in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws related to or limiting creditors’ rights generally, (b) has not been otherwise amended or modified (other than amendments or modifications permitted by Section 6.7(b)), and (c) is not in default due to the action or inaction of Borrower or the applicable Subsidiary.

4.18Patriot Act. To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Patriot Act”). No part of the proceeds of the loans made hereunder will be used by any Loan Party or any of their Affiliates, directly or

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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.

4.19Indebtedness. Set forth on Schedule 4.19 is a true and complete list of all Indebtedness in excess of $250,000 for any particular Indebtedness and $500,000 in the aggregate for all Indebtedness of each Loan Party and each of its Subsidiaries outstanding immediately prior to the date hereof that is to remain outstanding immediately after giving effect to the closing hereunder on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of the date hereof and as of the Closing Date.

4.20Payment of Taxes. Except as otherwise permitted under Section 5.5, all U.S. federal and other material tax returns and reports of each Loan Party and its Subsidiaries required to be filed by any of them have been timely filed, and all material Taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon a Loan Party and its Subsidiaries and upon their respective assets, income, businesses and franchises that are due and payable have been paid when due and payable. Each Loan Party and each of its Subsidiaries have made adequate provision in accordance with GAAP for all Taxes not yet due and payable. Borrower has no knowledge of any proposed Tax assessment against a Loan Party or any of its Subsidiaries that is not being actively contested by such Loan Party or such Subsidiary diligently, in good faith, and by appropriate proceedings; provided such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

4.21Margin Stock. Neither Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the loans made to Borrower will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors of the United States Federal Reserve.

4.22Governmental Regulation. Neither Borrower nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Borrower nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.23OFAC. Neither Borrower nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. Neither Borrower nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions

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with Sanctioned Persons or Sanctioned Entities. No proceeds of any loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

4.24Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries, in each case, to the extent such events could reasonably be expected to result in a material liability. Except as set forth on Schedule 4.24, neither Borrower, nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All material payments due from Borrower or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower or such Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

4.25[Reserved].

4.26Notes Documents and ABL Loan Documents. As of the Closing Date, Borrower has delivered to Agent true and correct copies of any material Notes Documents and material ABL Loan Documents. No Event of Default (as defined in each of the Notes Indenture and the ABL Credit Agreement and after giving effect to any grace period) has occurred and is continuing. The Notes Documents and the ABL Loan Documents are in full force and effect as of the Closing Date and have not been terminated, rescinded or withdrawn as of such date. The execution, delivery and performance of the Notes Documents and the ABL Loan Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in full force and effect.

4.27Guarantors. (a) Each Subsidiary of Borrower (other than a Section 956 Subsidiary and any Subsidiary of such Section 956 Subsidiary), (b) each Subsidiary that is a guarantor or a co-borrower under the ABL Loan Documents and (c) each Subsidiary that is a guarantor under the Notes Documents, is a Guarantor under the Loan Documents.

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4.28Obligations Constitute ABL Obligations. Upon execution and delivery by Agent of the ABL Joinder Agreement to the ABL-Notes Intercreditor Agreement, (a) this Agreement shall constitute an “Additional ABL Credit Agreement” under and as defined in the ABL-Notes Intercreditor Agreement, (b) Agent is a “Bank Collateral Agent” under and as defined in the Notes Indenture, (c) the Loan Documents shall constitute “Credit Facility Loan Documents” under and as defined in the ABL-Notes Intercreditor Agreement and (d) the Obligations shall constitute “Credit Facility Obligations” under and as defined in the ABL-Notes Intercreditor Agreement. This Agreement, the other Loan Documents and the Obligations incurred hereunder and thereunder are permitted (i) to be incurred by the Credit Facility Loan Documents and the Notes Documents (as each such term is defined in the ABL-Notes Intercreditor Agreement) and (ii) by the Credit Facility Loan Documents and the Notes Documents (as each such term is defined in the ABL-Notes Intercreditor Agreement) to be subject to the provisions of the ABL-Notes Intercreditor Agreement (as Credit Facility Obligations (as such term is defined in the ABL-Notes Intercreditor Agreement) and the ABL Credit Agreement (as such term is defined in the ABL-Notes Intercreditor Agreement.

4.29[Reserved].

4.30[Reserved].

4.31ERISA. Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the IRC and other federal or state law. Each Plan which is intended to qualify under Section 401(a) of the IRC has received a favorable opinion or determination letter from the IRS and to the best knowledge of Borrower, nothing has occurred which would cause the loss of such qualification. Except as set forth on Schedule 4.31, Borrower and each ERISA Affiliate has made all required contributions to any Plan subject to Section 412 of the IRC, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the IRC has been made with respect to any Plan.

5.AFFIRMATIVE COVENANTS.

Borrower covenants and agrees that, until payment in full of the Obligations, Borrower shall and shall cause each of its Subsidiaries to comply with each of the following:

5.1Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein. In addition, Borrower agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower. In addition, Borrower agrees to maintain a system of accounting that enables Borrower to produce financial statements in accordance with GAAP. Borrower shall also (a) keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to its and its Subsidiaries’ sales, and (b) maintain its billing systems/practices substantially as in effect as of the date hereof and shall only make material modifications thereto with notice to, and with the consent of, Agent.

5.2Collateral Reporting. Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the reports set forth on Schedule 5.2 at the times specified therein.

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In addition, Borrower agrees to use commercially reasonable efforts in cooperation with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth on such Schedule.

5.3Existence. Except as otherwise permitted under Section 6.3 or Section 6.4, at all times maintain and preserve in full force and effect its existence and good standing in its jurisdiction of organization and, except as could not reasonably be expected to result in a Material Adverse Change, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, licenses, permits, licenses, accreditations, authorizations, or other approvals material to its business.

5.4Maintenance of Properties. Maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty and condemnation and Permitted Dispositions excepted and except where the failure to do so would not reasonably be expected to have a Material Adverse Change.

5.5Taxes. Cause all Taxes imposed, levied, or assessed against any Loan Party or its Subsidiaries, or any of their respective assets or in respect of any of its income, businesses, or franchises to be paid in full, before delinquency or before the expiration of any extension period, except (i) to the extent that the validity of such assessment or tax shall be the subject of a Permitted Protest and so long as, in the case of a Tax that has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or (ii) with respect to such Taxes that do not exceed $500,000 in the aggregate at any one time. Borrower will and will cause each of its Subsidiaries to make timely payment or deposit of all Tax payments and withholding taxes required of it and them by applicable laws (subject to clauses (i) and (ii) of the preceding sentence), including those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon reasonable request, furnish Agent with proof reasonably satisfactory to Agent indicating that Borrower and its Subsidiaries have made such payments or deposits.

5.6Insurance. At Borrower’s expense, maintain insurance respecting each of the Loan Parties’ and their Subsidiaries’ assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured against by other Persons engaged in the same or similar businesses. All such policies of insurance shall be with responsible and reputable insurance companies reasonably acceptable to Agent and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and in any event in amount, adequacy and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy and scope of the policies of insurance of Borrower in effect as of the date hereof are acceptable to Agent). All property insurance policies covering the Collateral are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payable endorsement with a standard noncontributory “lender” or “secured party” clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered to Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent

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and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If Borrower fails to maintain such insurance, Agent may arrange for such insurance, but at Borrower’s expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Borrower shall give Agent prompt notice of any loss exceeding $1,000,000 covered by its casualty or business interruption insurance. Upon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreements, Agent shall have the first right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. Notwithstanding anything in this Section 5.6, the Loan Parties and their Subsidiaries shall be permitted to self-insure on a basis consistent with commercially reasonable business practices. The parties hereby acknowledge that the Loan Parties’ self-insurance practices in effect on the date hereof are commercially reasonable business practices as of the date of this Agreement.

5.7Inspection. Permit Agent and each of its duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to conduct appraisals and valuations, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as Agent may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to Borrower. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, Borrower shall only be required to reimburse the fees and expenses of Agent and each of its duly authorized representatives or agents for two such visits, inspections and examinations per fiscal year plus any additional visits in connection with Lender meetings pursuant to Section 5.13.

5.8Compliance with Laws. Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.

5.9Environmental.

(a)Keep any property either owned or operated by Borrower or any of its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,

(b)Comply, in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests,

(c)Promptly notify Agent of any release of which Borrower has knowledge of a Hazardous Material in any Reportable Quantity (as defined under applicable Environmental Law) from or onto property owned or operated by Borrower or any of its Subsidiaries and take

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any Remedial Actions required to abate said release or otherwise to come into compliance, in all material respects, with applicable Environmental Law, and

(d)Promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of Borrower or its Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against Borrower or its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority.

5.10[Reserved].

5.11Formation of Subsidiaries. At the time that any Loan Party forms any Subsidiary or acquires any Subsidiary after the Closing Date, such Loan Party shall (a) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents or Notes Documents and (ii) within 20 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) cause any such new Subsidiary to provide to Agent a joinder to the Guaranty substantially in the form of Exhibit A to the Guaranty (a “Guarantor Joinder Agreement”) and a joinder to the Security Agreement substantially in the form of Annex 1 to the Security Agreement (a “Security Agreement Joinder”), together with such other security documents (including mortgages with respect to any Real Property (other than Excluded Real Property) owned in fee of such new Subsidiary to the extent required by the Loan Documents), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to the Intercreditor Agreements and to Permitted Collateral Liens and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided that no Guaranty or any such joinder or other security documents shall be required to be provided to Agent with respect to any Section 956 Subsidiary (or any Subsidiary of such Section 956 Subsidiary), (b) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents or Notes Documents and (ii) within 20 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent a pledge agreement (or an addendum to the Security Agreement) and, subject to the terms of the Intercreditor Agreements, appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided that only 65% of the total outstanding voting Stock of any Section 956 Subsidiary (and none of the Stock of any Subsidiary of such Section 956 Subsidiary) shall be required to be pledged (it being understood that such pledge shall not be required to be documented by a non-United States law governed pledge agreement, and (c) no later than the earlier of (i) substantially contemporaneously with such Subsidiary becoming a co-borrower or guarantor under the ABL Loan Documents or Notes Documents and (ii) within 20 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel (other than opinions of foreign counsel) reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above

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(including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

5.12Further Assurances. At any time upon the reasonable request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, mortgages, deeds of trust, opinions of counsel, and all other documents (the “Additional Documents”) that Agent may reasonably request in form and substance reasonably satisfactory to Agent to the extent required under the Loan Documents, to create, perfect, and continue perfected or to better perfect Agent’s Liens in all of the assets of the Loan Parties (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal) to the extent required under the Loan Documents, to create and perfect Liens in favor of Agent in any Real Property of Borrower or its Subsidiaries that is not Excluded Real Property, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents; provided that (i) the foregoing shall not apply to any Loan Party that is a Section 956 Subsidiary (or a Subsidiary of such Section 956 Subsidiary) and (ii) notwithstanding the foregoing, the Loan Parties’ sole obligation in the case of any leasehold interests of any of them shall be, upon Agent’s reasonable request, to use commercially reasonable efforts to deliver a Collateral Access Agreement with respect to any premises material to the business taken as a whole. To the maximum extent permitted by applicable law, if Borrower refuses or fails to execute or deliver any reasonably requested Additional Documents required to be delivered under this Section 5.12 within a reasonable period of time following the request to do so, Borrower hereby authorizes Agent to execute any such Additional Documents in any Loan Party’s name, as applicable, and authorizes Agent to file such executed Additional Documents in any appropriate filing office. In furtherance and not in limitation of the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by substantially all of the assets of Borrower and its Subsidiaries and all of the outstanding capital Stock of Borrower’s Subsidiaries (subject to exceptions and limitations contained in the Loan Documents).

5.13Lender Meetings. Within 120 days after the close of each fiscal year of Borrower, at the request of Agent or of the Required Lenders and upon reasonable prior notice, hold a meeting (at a mutually agreeable location and time or, at the option of Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower and its Subsidiaries and the projections presented for the current fiscal year of Borrower and its Subsidiaries.

5.14[Reserved].

5.15Location of Inventory and Equipment. To the extent any Loan Party delivers a Collateral Access Agreement to the ABL Agent or the Notes Agent with respect to any premises, Borrower shall, and shall cause such Loan Party to, use commercially reasonable efforts to substantially contemporaneously deliver a substantially similar Collateral Access Agreement with respect to such premises to Agent. Notwithstanding the foregoing, after the Payment in Full

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of WFCF Priority Debt (as defined in the ABL-Term Loan Intercreditor Agreement) and upon Agent’s reasonable request, Borrower shall, and shall cause such Loan Party to, use commercially reasonable efforts to provide Agent a Collateral Access Agreement with respect to any other location promptly upon written request of Agent.

5.16ERISA Matters. Furnish to Agent:

(a)Notice of ERISA Matters. Upon Agent’s request, upon Borrower or its Subsidiaries learning of the occurrence of any of the following which could reasonably be expected to result in a Material Adverse Change, written notice thereof which describes the same and the steps being taken by Borrower and its Subsidiaries with respect thereto: (i) a Prohibited Transaction in connection with any Plan (ii) the occurrence of a Reportable Event with respect to any Pension Plan subject to Title IV of ERISA, (iii) the institution of any steps by Borrower and its Subsidiaries, the PBGC or any other Person to terminate any Plan, (iv) the institution of any steps by Borrower and its Subsidiaries or any ERISA Affiliate to withdraw from any Pension Plan which could result in material liability to a Loan Party, (v) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a lien under Section 303(k) of ERISA, (vi) the taking of any action with respect to a Pension Plan which could result in the requirement that a Loan Party furnish a bond or other security to the PBGC or such Pension Plan, (vii) any material increase in the contingent liability of a Loan Party with respect to any post retirement Welfare Plan benefits, (viii) any and all claims, actions, or lawsuits (other than claims for benefits in the ordinary course) asserted or instituted, and of any threatened litigation or claims (other than claims for benefits in the ordinary course), against a Loan Party or against any ERISA Affiliate in connection with any Plan maintained, at any time, by a Loan Party or such ERISA Affiliate, or to which a Loan Party or such ERISA Affiliate has or had at any time any obligation to contribute, or/and against any such Plan itself, or against any fiduciary of or service provided to any such Plan, or (ix) the occurrence of any event with respect to any Plan which would result in Borrower or any of its Subsidiaries incurring any material liability, fine or penalty.

(b)Copies of ERISA Information. Upon Agent’s reasonable request, each of the following shall be delivered by Borrower to Agent: (i) a copy of each Plan (or, where any such plan is not in writing, complete description thereof) (and if applicable, related trust agreements or other funding instruments) and all amendments thereto, all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of a Loan Party or any of its ERISA Affiliates; (ii) the most recent determination letter issued by the Internal Revenue Service with respect to each Pension Plan; (iii) for the three most recent plan years, Annual Reports on Form 5500 Series requires to be filed with any governmental agency for each Plan; (iv) all actuarial reports prepared for the last three plan years for each Pension Plan; (v) a listing of all Multiemployer Plans, with the aggregate amount of the most recent annual contributions required to be made by a Loan Party or any ERISA Affiliate to each such Multiemployer Plan and copies of the collective bargaining agreements requiring such contributions; (vi) to the extent any Loan Party has received or possesses such documents or information, any information that has been provided to a Loan Party or any ERISA Affiliate regarding withdrawal liability under any Multiemployer Plan and (vii) the aggregate amount of

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the most recent annual payments made to former employees of a Loan Party or any ERISA Affiliate under any retiree Welfare Plan.

5.17Post-Closing Obligations. Borrower shall, and shall cause each of its Subsidiaries to, take each of the actions set forth in Schedule 5.17, no later than the time period set forth for such action in such schedule (or such later time as Agent agrees in its sole discretion). All provisions of this Agreement and the other Loan Documents (including, without limitation, all representations, warranties, covenants, Events of Default and other agreements herein and therein) shall be deemed modified to the extent necessary to reflect the fact that additional time has been provided for compliance with respect to such conditions subsequent.

6.NEGATIVE COVENANTS.

Borrower covenants and agrees that, until the payment in full of the Obligations, Borrower will not and will not permit any of its Subsidiaries to do any of the following:

6.1Indebtedness. Incur any Indebtedness (including any Acquired Indebtedness), except for the following:

(a)Indebtedness of Borrower and any Guarantor if, immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, (i) the Consolidated Fixed Charge Coverage Ratio of Borrower and its Subsidiaries would be greater than 2.0:1.0 and (ii) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Indebtedness, and

(b)Permitted Indebtedness.

For purposes of determining compliance with this Section 6.1, (x) the outstanding principal amount of any Indebtedness shall be counted only once such that (without limitation) any obligation arising under any Guarantees or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (y) except as provided above, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, including categories of Permitted Indebtedness and Section 6.1(a), Borrower, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Indebtedness and such Indebtedness need not be permitted solely by reference to one provision of this Section 6.1 but may be permitted in part by one such provision and in part by one or more other provisions of this Section 6.1. Notwithstanding anything to this Section 6.1 or in the definition of “Permitted Indebtedness”, no Indebtedness shall be Incurred under any ABL Credit Agreement except pursuant to and in compliance with clause (a) of the definition of “Permitted Indebtedness”.

The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Indebtedness in the forms of additional Indebtedness or payment of dividends on Stock in the forms of additional shares of Stock with the same terms and changes in the amount outstanding due solely to the result of fluctuations in the exchange rates of currencies will not be deemed to be an Incurrence of Indebtedness or issuance of Stock for purposes of this Section 6.1.

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Notwithstanding anything to the contrary herein, the maximum amount of Indebtedness that may be outstanding pursuant to this Section 6.1 will not be deemed exceeded due to the results of fluctuations in exchange rates or currency values. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred.

None of Borrower and Guarantors will Incur any Indebtedness that pursuant to its terms is subordinate or junior in right of payment to any Indebtedness unless such Indebtedness is subordinated in right of payment to the Obligations to at least the same extent; provided that Indebtedness will not be considered subordinate or junior in right of payment to any other Indebtedness solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

6.2Liens.

(a)Directly or indirectly, enter into, create, incur, assume or suffer to exist any Liens of any kind on or with respect to the Collateral except Permitted Collateral Liens, and

(b)Subject to Section 6.2(a), directly or indirectly, enter into, create, incur, assume or suffer to exist any Liens of any kind, other than Permitted Liens, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom other than the Collateral without securing the Obligations and all other amounts due under this Agreement and the Loan Documents (for so long as such Lien exists) equally and ratably with (or prior to) the obligation or liability secured by such Lien.

For purposes of determining compliance with this Section 6.2, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category (or portion thereof) of Permitted Liens described in the definition of “Permitted Liens” but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories (or portions thereof) of Permitted Liens described in the definition of “Permitted Liens,” Borrower shall, in its sole discretion, divide, classify or reclassify, or later divide, classify, or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies (based on circumstances existing at the time of such division, classification or reclassification) with this Section 6.2. Notwithstanding anything contained in this Section 6.2 or the definitions of “Permitted Collateral Liens” or “Permitted Liens”, no Liens shall secure the ABL Obligations, the Notes Obligations or any Refinancing Indebtedness in respect thereof except pursuant to clause (a) of the definition of the “Permitted Collateral Liens”.

With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any

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Increased Amount of such Indebtedness.  The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms or in the form of common equity of Borrower or any direct or indirect payment of Borrower, the payment of dividends on preferred stock in the form of additional shares of preferred stock of the same class, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness.

6.3Restrictions on Fundamental Changes.

(a)Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock other than mergers, consolidations and reorganizations (i) between Loan Parties (other than Borrower, unless Borrower is the surviving entity of such merger, consolidation or reorganization), (ii) between any Loan Party and any of its Subsidiaries, and (iii) between non-Loan Parties; provided that, in the case of clause (ii), such Loan Party is the surviving entity of such merger, consolidation or reorganization; provided further that in order to consummate an acquisition permitted under clause (f) of the definition of “Permitted Investments”, Borrower and any Loan Party may form a Subsidiary to consummate such acquisition and such Subsidiary may be merged into the acquired Person with the acquired Person being the surviving entity,

(b)Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than Borrower) or any of Borrower’s wholly-owned Subsidiaries so long as all of the assets (including any interest in any Stock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of Borrower that is not a Loan Party (other than any such Subsidiary the Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Loan Party or another non-Loan Party, in each case, that is not liquidating or dissolving, or

(c)Suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with the transactions permitted pursuant to Section 6.4.

6.4Disposal of Assets. Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.11, convey, sell, lease, license, assign, transfer, or otherwise dispose of (or, unless the effectiveness of such agreement is conditioned upon consent thereto by the Required Lenders or the payment in full of the Obligations, enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any assets of Borrower or its Subsidiaries.

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6.5Change Name. Change its or any of its Subsidiaries’ name, organizational identification number, state of organization, or organizational identity; provided, however, that Borrower or its Subsidiaries may change its name upon at least 10 days prior written notice to Agent of such change.

6.6Nature of Business. Make any change in the nature of its or their business as described in Schedule 6.6 or acquire any properties or assets that are not reasonably related to the conduct of such business activities; provided, however, that the foregoing shall not prevent Borrower and its Subsidiaries from engaging in any business that is reasonably related or ancillary to its or their business.

6.7Prepayments and Amendments.

(a)Except (x) in connection with Refinancing Indebtedness permitted by Section 6.1 or (y) for any prepayments or payments so long as the Additional Basket Conditions are met,

(i)optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower and its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Refinancing Indebtedness in respect of the Note Obligations (including the defeasance thereof), (C) offers to purchase the Notes in connection with asset sales pursuant to Section 3.9 of the Notes Indenture, (D) the Transactions, (E) prepayments of Permitted Preferred Stock with proceeds of Permitted Preferred Stock so long as the prepayments are substantially contemporaneous with the accompanying sale, (F) the ABL Obligations, (G) offers to purchase the Notes in connection with a change of control pursuant to Section 4.14 of the Notes Indenture, so long as an Offer to Prepay due to a Change of Control has first been made to the Lenders and (A) the Lenders have rejected such Offer to Prepay or (B) each of the Lenders that have accepted such Offer have been prepaid, or

(ii)make any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or

(b)Directly or indirectly, amend, modify, or change any of the terms or provisions of

(i)any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Indebtedness permitted under clauses (f), (g), (h) and (j) of the definition of Permitted Indebtedness, (C) the Notes Obligations to the extent any such amendment, modification, or change is not

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prohibited by the terms of the ABL-Notes Intercreditor Agreement, (D) the ABL Obligations solely to the extent any such amendment, modification or change (x) does not increase the advance rates or add new categories of eligible assets, (y) change the definition of “Borrowing Base”, “Eligible Accounts”, “Eligible Appraisal Vehicles”, “Eligible Non-Appraisal Vehicles”, “Eligible Vehicles” or, in each case, the defined terms used therein which would have the effect of increasing availability or (z) is otherwise not prohibited by the terms of the ABL-Term Loan Intercreditor Agreement and (E) to the extent any such amendment, modification, or change is not reasonably expected to be adverse to the interests of the Lenders,

(ii)any Material Contract except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or

(iii)the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

6.8[Reserved].

6.9Restricted Junior Payments. Make any Restricted Junior Payment; provided, however, that, so long as it is permitted by law,

(a)so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Borrower may make distributions to current or former employees, officers, or directors of Borrower (or any spouses, ex-spouses, trusts or estates of any of the foregoing) on account of redemptions, purchase, retirement or other acquisition for value of Stock of Borrower held by such Persons, so long as either (A)(1) the aggregate amount of such redemptions, purchases, retirement, other acquisitions for value, or payments made by Borrower since June 18, 2013 does not exceed $2,000,000 in the aggregate or $500,000 in any 12 month period and (2) any such redemptions, purchases, retirement, other acquisitions for value, or payments since June 18, 2013 in excess of $500,000 in the aggregate shall only be made if (x) if the Existing ABL Credit Agreement is in effect (and is an asset based loan containing “Availability” criteria) immediately after such Restricted Junior Payment, Borrower and Guarantors shall have Excess Availability (as defined in the Existing ABL Credit Agreement as in effect on the date hereof) of at least $7,500,000 immediately thereafter and (y) if immediately after such Restricted Junior Payment, the Existing ABL Credit Agreement is no longer in effect and/or is not an asset based loan or otherwise does not have any “Availability” criteria, Borrower and Guarantors shall have a Minimum Liquidity of at least $7,500,000 immediately thereafter or (B) otherwise the Additional Basket Conditions are met,

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(b)Borrower may make distributions to current or former employees, officers, or directors of Borrower (or any spouses, ex-spouses, trusts or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the Stock of Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Stock of Borrower,

(c)so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Additional Basket Conditions are met, Borrower may make distributions or payments (including payments in respect of Permitted Preferred Stock),

(d)Borrower’s Subsidiaries may make distributions to Borrower for the sole purpose of allowing Borrower to, and Borrower shall use the proceeds thereof solely to make payments, to the extent that such payments are required in the ordinary course of business and relate directly to Borrower and its Subsidiaries, or to services provided for or on behalf of Borrower and its Subsidiaries, in each case that are required to be paid in cash, when due of (i) corporate franchise fees and taxes actually owed by Borrower, (ii) legal and accounting and other professional fees and expenses actually incurred by Borrower, (iii) costs incurred to comply with Borrower’s reporting obligations under federal or state laws or as required to comply with the ABL Loan Documents, the Notes Documents or the Loan Documents, (iv) other customary corporate overhead expenses and other operations conducted by Borrower, in each case, in the ordinary course of business, and (v) purchase consideration with respect to an Acquisition permitted under this Agreement;

(e)so long as Borrower is permitted to make the payments permitted by this Section 6.9, Borrower’s Subsidiaries may make dividends or distributions to Borrower for the purpose of permitting Borrower to make such payments and Borrower agrees to use the proceeds of such dividends or distributions solely for such purpose;

(f)the payment of any dividend or other distribution on, or the consummation of any irrevocable redemption of, Stock in Borrower or any Subsidiary within 60 days after declaration or setting the record date for redemption thereof, as applicable, if at such date such payment would not have been prohibited by the provisions of this Section 6.9;

(g)the retirement of any Stock of Borrower by conversion into, or by or in exchange for, Stock (other than Prohibited Preferred Stock), or out of net cash proceeds of the sale (other than to a Subsidiary of Borrower) of Stock (other than Prohibited Preferred Stock) of Borrower occurring within 60 days prior to such retirement, or the making of other Restricted Junior Payments out of the net cash proceeds of the sale (other than to a Subsidiary of Borrower) of Stock (other than Prohibited Preferred Stock) of Borrower occurring within 60 days prior to such Restricted Junior Payment;

(h)repurchase of Stock of Borrower deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities to the extent such Stock represents a portion of the exercise price of those stock options, warrants or other convertible or exchangeable securities or repurchase of such Stock to the extent the proceeds of such

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repurchase are used to pay taxes incurred by the holder thereof as a result of the issuance or grant thereof; and

(i)cash payment, in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Stock of Borrower or a Subsidiary thereof.

6.10Accounting Methods. Modify or change its fiscal year or its method of accounting (other than as may be required to conform to GAAP).

6.11Investments; Controlled Investments.

(a)Except for Permitted Investments, directly or indirectly, make or acquire any Investment.

(b)Other than (i) an aggregate amount of not more than $250,000 at any one time, in the case of Borrower and the other Loan Parties, (ii) Excluded Deposit Accounts, (iii) amounts on deposit securing any Liens permitted under clauses (e), (p), (s), (t) and (u) of the definition of Permitted Liens, and (iv) controlled disbursement accounts that do not maintain cash balances, zero balance accounts and local terminal accounts which do not receive deposits, make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts, in each case, of the Loan Parties, unless Borrower or the applicable Loan Party and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments. Except as otherwise provided in this Section 6.11(b), neither Borrower nor the other Loan Parties shall establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account.

6.12Transactions with Affiliates. Directly or indirectly enter into or permit to exist any transaction with any Affiliate of Borrower or any of Subsidiary of Borrower except for:

(a)transactions (other than the payment of management, consulting, monitoring, or advisory fees) between Borrower or its Subsidiaries, on the one hand, and any Affiliate of Borrower or such Subsidiary, on the other hand, so long as such transactions (i) are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by Borrower or such Subsidiary in excess of $500,000 for any single transaction or series of related transactions, and (ii) are no less favorable, taken as a whole, to Borrower or such Subsidiary, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate,

(b)so long as it has been approved by Borrower’s or such Subsidiary’s Board of Directors (or comparable governing body) in accordance with applicable law, any indemnity provided for the benefit of directors (or comparable managers), officers, employees and agents of Borrower or such Subsidiary,

(c)so long as it has been approved by Borrower’s or such Subsidiary’s Board of Directors (or comparable governing body) in accordance with applicable law, the payment (and

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any agreement, plan or arrangement relating thereto) of reasonable compensation (including bonuses), severance, or employee benefit arrangements (including retirement, health, option, deferred compensation and other benefit plans) to employees, officers, and directors of Borrower and its Subsidiaries in the ordinary course of business,

(d)loans and advances to employees, directors, officers and consultants in the ordinary course of business in an aggregate principal amount not to exceed $500,000 at any time outstanding,

(e)transactions entered into solely between Loan Parties,

(f)any agreement or arrangement described on Schedule 6.12 and any amendment, modification, extension or replacement of such agreement or arrangement so long as such amendment, modification, extension or replacement (x) is not less favorable in any material respect to Borrower or any Subsidiary, taken as a whole, as the original agreement as in effect on the date hereof as determined in good faith by such Person’s board of directors (or comparable governing body) in accordance with applicable law or (y) is an amendment, modification, extension or replacement of any agreement or arrangement for payments of a type described in clause (c) above made in the ordinary course of business and has been approved by the applicable Borrower or Subsidiary’s board of directors (or comparable governing body),

(g)transactions permitted by Section 6.3, Section 6.9, Section 6.11, or Section 6.14 or any Permitted Intercompany Advance,

(h)the existence of, or the performance by Borrower or any of its Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement) to which it is a party as of the date hereof and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by Borrower or any of its Subsidiaries of obligations under, any future amendment to any such existing agreement or any similar agreement entered into after the date hereof shall only be permitted by this clause (h) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect to the Lenders when taken as a whole as compared to the original agreement in effect on the date hereof,

(i)any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into Borrower or its Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto so long as such amendment, extension or modification is not more disadvantageous to the Lenders in any material respect, and

(j)the Transactions and the payment of all fees and expenses related thereto.

6.13Use of Proceeds. Use the proceeds of any loan made hereunder for any purpose other than general corporate purposes; provided that, no part of the proceeds of the loans made to Borrower will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates

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the provisions of Regulation T, U or X of the Board of Governors of the United States Federal Reserve.

6.14Limitation on Issuance of Stock. Issue or sell or enter into any agreement or arrangement for the issuance and sale of any of its Stock, except that (a) Borrower may issue or sell its common stock or Permitted Preferred Stock and (b) any Subsidiary of Borrower may issue common Stock or Preferred Stock so long as such common Stock or Preferred Stock (other than any minority interests of any Foreign Subsidiary of Borrower as required by law) is issued to, and remains held by, a Loan Party.

6.15[Reserved].

6.16[Reserved].

6.17Inventory and Equipment with Bailees. Store the Inventory or Equipment (other than Vehicles or Equipment out for repair, and any parts to be used for such repairs of Borrower or its Subsidiaries) at any time now or hereafter with a bailee, warehouseman, or similar party, unless, if the net book value of such Collateral located at such third party location exceeds $500,000, the third party has been notified of Agent’s security interest and (a) after the Payment in Full of WFCF Priority Debt (as defined in the ABL-Term Loan Intercreditor Agreement), the Loan Parties have used commercially reasonable efforts to provide Agent with an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Agent’s benefit (it being understood and agreed that if such an acknowledgement is provided to the ABL Agent or the Notes Agent, an acknowledgment in substantially the same form shall be substantially contemporaneously delivered to Agent) or (b) subject to Intercreditor Agreements, Agent is in possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment.

6.18ERISA. Except for (x) the matters described on Schedule 4.31 and (y) any other conditions, events or transactions that collectively could not reasonably be expected to result in a liability to any Loan Party of any ERISA Affiliate in excess of $3,000,000 in the aggregate for the term of this Agreement: (a) allow or cause or permit any ERISA Affiliate to allow any condition to exist in connection with any Pension Plan subject to Title IV of ERISA which could reasonably be expected to constitute grounds for the PBGC to institute proceedings to have such Pension Plan terminated or a trustee appointed to administer such Pension Plan; and (b) neither Borrower nor any Subsidiary shall engage in, or permit to exist or occur, or permit any ERISA Affiliate to engage in, or permit to exist or occur, any other condition, event or transaction with respect to any Pension Plan which could result in a Loan Party or any ERISA Affiliate incurring any liability, fine or penalty.

7.[RESERVED].

8.EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement:

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8.1Payments. If any Loan Party fails to pay (a) when due and payable, or when declared due and payable, (i) all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding (or which would have accrued but for the commencement of such Insolvency Proceeding), regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period of 3 Business Days or (ii) all or any portion of the principal of the Obligations or (b) the Loans, interest or Applicable Premium when and as required pursuant to an Offer to Prepay made pursuant to Section 2.4(d)(ii) or when due pursuant to Section 2.4(d)(iii);

8.2Covenants. If any Loan Party or any of its Subsidiaries:

(a)fails to perform or observe any covenant or other agreement contained in any of (i) Sections 5.1, 5.2, 5.3 (solely if any Loan Party is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely if any Loan Party refuses to allow Agent or its representatives or agents to visit such Loan Party’s properties, inspect its assets or books or records, examine and make copies of its books and records, or discuss such Loan Party’s affairs, finances, and accounts with officers and employees of such Loan Party), 5.11, 5.13, 5.15 or 5.17 of this Agreement, (ii) Sections 6.1 through 6.16 of this Agreement, or (iii) Section 6 of the Security Agreement;

(b)fails to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if any Loan Party is not in good standing in its jurisdiction of organization), 5.4, 5.5, 5.8, and 5.12 of this Agreement and such failure continues for a period of 10 days after the earlier of

(i)the date on which such failure shall first become known to any senior officer of a Loan Party or

(ii)the date on which written notice thereof is given to Borrower by Agent; or

(c)fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each case, other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which event such other provision of this Section 8 shall govern), and such failure continues for a period of 30 days after the earlier of (i) the date on which such failure shall first become known to any senior officer of a Loan Party or (ii) the date on which written notice thereof is given to Borrower by Agent;

8.3Judgments. If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $5,000,000, or more (except to the extent covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage) is entered or filed against Borrower or any of its Subsidiaries, or with respect to any of their respective assets, and either (a) there is a period of 30 consecutive days at

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any time after the entry of any such judgment, order, or award during which (1) the same is not discharged, satisfied, vacated, or bonded pending appeal, or (2) a stay of enforcement thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award;

8.4Voluntary Bankruptcy, etc. If an Insolvency Proceeding is commenced by Borrower or any of its Subsidiaries;

8.5Involuntary Bankruptcy, etc. If an Insolvency Proceeding is commenced against Borrower or any of its Subsidiaries and any of the following events occur: (a) Borrower or such Subsidiary consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, Borrower or its Subsidiary, or (e) an order for relief shall have been issued or entered therein;

8.6Restraint of Business. If Borrower or any of its Subsidiaries is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of the business affairs of the Loan Parties, taken as a whole;

8.7Default Under Other Agreements. If there is (a) an Event of Default as defined in the Notes Documents; (b) a default in one or more agreements to which a Loan Party or any of its Subsidiaries is a party with one or more third Persons relative to a Loan Party’s or any of its Subsidiaries’ Indebtedness involving an aggregate amount of $5,000,000 or more (other than Indebtedness under the Existing ABL Credit Agreement), and such default (after giving effect to any grace period therefor) (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s or its Subsidiary’s obligations thereunder; (c) an event of default (after giving effect to any grace period therefor) in or an involuntary early termination of one or more Hedge Agreements to which a Loan Party or any of its Subsidiaries is a party; (d) an Event of Default as defined in the Existing ABL Credit Agreement which shall have resulted in the acceleration of the maturity of the Indebtedness thereunder; (e) a default on the payment of any principal due under the Existing ABL Credit Agreement on the maturity date thereof; (f) a default on the payment of any other principal payment (other than as set forth in clause (e) above) required by, or interest due under, the Existing ABL Credit Agreement that results in acceleration of the Indebtedness thereunder or continues for more than 20 days after the earlier of notice of such default from the Existing ABL Agent or Borrower having knowledge of such default); and (g) an Event of Default as defined in the Existing ABL Credit Agreement (other than as described in clauses (d), (e) or (f) above); provided that, solely with respect to this clause (g), if such Event of Default is waived or cured in accordance with the provisions of the Existing ABL Credit Agreement, the applicable Event of Default under this Section 8.7(g) will also be deemed automatically waived or cured, regardless of whether or not Agent or any Lender has exercised any of its remedies in connection therewith. If the Obligations have been accelerated solely as a result of an Event of Default under clause (g) of this Section 8.7 (which for the avoidance of doubt, shall not include an acceleration of the Obligations due to any other clause

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of this Section 8.7 (including, clauses (d), (e) or (f) above)) and such Event of Default is waived or cured as a result of giving effect to the proviso set forth in this Section 8.7, then the Agent and the Lenders will rescind such acceleration and deliver any documents to Borrower to evidence such rescission.

8.8Representations, etc. If any warranty, representation, certificate, statement, or Record made herein or in any other Loan Document or delivered in writing to Agent or any Lender in connection with this Agreement or any other Loan Document (other than projections and other forward-looking information, forward-looking pro formas, and general industry and economic information) proves to be untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date of issuance or making or deemed making thereof;

8.9Guaranty. If the obligation of any Guarantor under the Guaranty is limited or terminated by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement);

8.10Security Documents. If the Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent of Permitted Collateral Liens which are permitted to be prior pursuant to the terms of any applicable Loan Document, first priority Lien on the Collateral covered thereby, except (a) as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement, (b) with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $250,000, or (c) as the result of an action or failure to act on the part of Agent; or

8.11Loan Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by a Loan Party or its Subsidiaries, or by any Governmental Authority having jurisdiction over a Loan Party or its Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or a Loan Party or its Subsidiaries shall deny that such Loan Party or its Subsidiaries has any liability or obligation purported to be created under any Loan Document.

8.12ERISA. Excluding the matters disclosed on Schedule 4.31, (a) the institution by the PBGC, a Loan Party, or any ERISA Affiliate of steps to terminate a Plan or to organize, withdraw from or terminate from a Multiemployer Plan or (b) a contribution failure occurs with respect to any Plan sufficient to give rise to a lien under Section 303(k) of ERISA; or (c) the assets of a Loan Party or any ERISA Affiliate are encumbered as a result of security provided to a Plan pursuant to Section 412 of the IRC or Section 306 of ERISA in connection with a request for a minimum funding waiver or extension of the amortization period, or pursuant to Section 401(a)(29) of the IRC or Section 307 of ERISA as a result of a Pension Plan amendment; or (d) a Loan Party or an ERISA Affiliate fails to pay a PBGC premium with respect to a Pension Plan subject to Title IV of ERISA when due and it remains unpaid for more than 30 days thereafter; or (e) the occurrence of a Prohibited Transaction or Reportable Event with respect to a Plan; or (f) a

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Loan Party or any of its ERISA Affiliates creates or permits the creation of any accumulated funding deficiency, whether or not waived; provided, however, that the events listed in clauses (a) through (f) shall not constitute an Event of Default unless, individually or in the aggregate, the occurrence thereof could reasonably be expected to result in a Material Adverse Change.

9.RIGHTS AND REMEDIES.

9.1Rights and Remedies. Upon the occurrence and during the continuation of an Event of Default, Agent may, and, at the instruction of the Required Lenders, shall (in each case under clauses (a) or (b) by written notice to Borrower), in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following:

(a)declare the principal of, and any and all accrued and unpaid interest and fees in respect of the Loans, the Applicable Premium, and, if any, all other premiums thereon, and all other Obligations, whether evidenced by this Agreement or by any of the other Loan Documents immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrower shall be obligated to repay all of such Obligations in full, together with the Applicable Premium, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are hereby expressly waived by Borrower; and

(b)exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents or applicable law.

The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies set forth above, without any notice to Borrower or any other Person or any act by the Lender Group, any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations and all premiums thereon, including the Applicable Premium, whether evidenced by this Agreement or by any of the other Loan Documents, shall automatically become and be immediately due and payable and Borrower shall automatically be obligated to repay all of such Obligations in full, together with the Applicable Premium, without presentment, demand, protest, or notice of any kind, all of which are expressly waived by Borrower. Borrower acknowledges, and the parties hereto agree, that each Lender has the right to maintain its investment in the Loans free from repayment by Borrower (except as herein specifically provided for) and that the provision for payment of a premium by Borrower in accordance with Section 2.4(d) hereof in the event that the Loans are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

9.2Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.

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10.WAIVERS; INDEMNIFICATION.

10.1Demand; Protest; etc. Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by the Lender Group on which Borrower may in any way be liable.

10.2The Lender Group’s Liability for Collateral. Borrower hereby agrees that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrower.

10.3Indemnification. Borrower shall pay, indemnify, defend, and hold Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all documented and reasonable fees and out-of-pocket disbursements of attorneys of outside counsel, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution and delivery (provided that Borrower shall not be liable for costs and expenses (including attorney fees) of any Lender (other than MSDC or any of its Affiliates so long as MSDC or any of its Affiliates is an Agent) incurred in advising, structuring, drafting, reviewing or administering the Loan Documents), enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Borrower’s and its Subsidiaries’ compliance with the terms of the Loan Documents (provided, however, that the indemnification in this clause (a) shall not extend to (i) disputes solely between or among the Lenders that do not involve any acts or omissions of any Loan Party, or (ii) disputes solely between or among the Lenders and their respective Affiliates that do not involve any acts or omissions of any Loan Party; it being understood and agreed that the indemnification in this clause (a) shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or (iii) any Taxes or any costs attributable to Taxes, which shall be governed by Section 16), (b) with respect to any actual or prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Loans hereunder, or the use of the proceeds of the Loans (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any Properties or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such Properties (each and all of the foregoing, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding, Borrower shall not have any obligation to any

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Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

11.NOTICES.

Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as a party may designate in accordance herewith), or telefacsimile. In the case of notices or demands to Borrower or Agent, as the case may be, they shall be sent to the respective address set forth below:

If to Borrower:	JACK COOPER HOLDINGS CORP.
	1100 Walnut Street, Suite 2400
	Kansas City, MO 64106
	Attn: Chief Executive Officer
	Fax No. 816.983.5000
with copies to:	JACK COOPER HOLDINGS CORP.
	630 Kennesaw Due West Road
	Kennesaw, GA 30152
	Attn: Legal Department
	Email: tciupitu@jackcooper.com
If to Agent:	MSDC JC INVESTMENTS, LLC
	c/o MSDC Management, L.P.
	645 Fifth Ave., 21st Floor
	New York, NY 10022
	Attn: Marcello Liguori
	Fax No.: (212) 303-1772

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with copies to:	SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
	155 North Wacker Drive
	Chicago, IL 60606
	Attn: Seth Jacobson
	Fax No.: 312.407.8511

Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail; provided, that (a) notices sent by overnight courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment).

If any notice, disclosure or report is required to be delivered pursuant to the terms of this Agreement or any other Loan Document on a day that is not a Business Day, such notice, disclosure or report shall be deemed to have been required to be delivered on the immediately following Business Day.

12.CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE.

(a)THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b)EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,

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OR FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO 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. NOTWITHSTANDING THE FOREGOING, ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b).

(c)TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(d)NO CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST AGENT, ANY OTHER LENDER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

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13.ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

13.1Assignments and Participations.

(a)With the prior written consent of (i) Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned and (ii) so long as no Default or Event of Default exists or is continuing, Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned (provided that, Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within 10 Business Days after it has received notice of the proposed assignment), and, in each case, consent shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees (each, an “Assignee” (provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee except pursuant to Section 13.1(i)) all or any portion of the Obligations and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $1,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $1,000,000); provided, however, that Borrower and 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, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

(b)From and after the date that Agent notifies the assigning Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and, if applicable, payment of the required 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 be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning 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 (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 15 and Section 17.9(a).

(c)By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other

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parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d)Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section 13.1(b), 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 Obligations owing to the Lenders arising therefrom.

(e)(i) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of its Obligations and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and 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) Borrower, Agent, and the Lenders 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, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right 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 to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the

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amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party or an Affiliate of a Loan Party, and (vii) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections of Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves.

(ii)Each Participant shall be entitled to additional payments from Borrower pursuant to Section 16.1 as if such Participant were a Lender (and subject to the requirements and limitations imposed on such Lender with respect to such additional payments, including the requirements under Section 16.2 (it being understood that the documentation required under Section 16.2 shall be delivered to the participating Lender)) if such Participant is treated as the beneficial owner for U.S. income Tax purposes (or other applicable Tax purposes) of the portion of the Loan with respect to which a participation is made. Each Originating Lender shall be entitled to continue receiving additional payments from Borrower pursuant to Section 16.1 with respect to any Loan notwithstanding the fact that such Originating Lender has assigned a Participation in such Loan to a Participant if such Originating Lender is treated as the beneficial owner for U.S. income Tax purposes (and other applicable Tax purposes) of the portion of the Loan with respect to which a participation is made.

(iii)Each Originating Lender shall maintain, as a non-fiduciary agent of Borrower, a register (the “Participant Register”) as to the participations granted and transferred under Section 13.1(e)(i) containing the same information specified in Section 2.3(c) on the Register as if the each Participant were a Lender; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any loans or its other obligations under any Loan Document) to any person except to the extent that such disclosure is necessary to establish that such loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  Notwithstanding anything in the Agreement to the contrary, any participation made pursuant to Section 13.1(e)(i) shall be effective only upon appropriate entries with respect thereto being made in the Participant Register. This Section 13.1(e)(iii) shall be construed so that the Loans are at all times maintained

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in “registered form” within the meanings of Sections 163(f), 871(h)(2) and 881(c)(2) of the IRC and any related regulations (and any successor provisions).

(f)In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to Borrower and its Subsidiaries and their respective businesses.

(g)Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

(h)Any other provision in this Agreement notwithstanding, unless an Event of Default has occurred and is continuing, without the written consent of Borrower in its sole discretion, none of The ComVest Group, ComVest Investment Partners III, LP, Spectrum, Black Diamond, Yucaipa, Whippoorwill nor any of their Affiliates reasonably identifiable by name shall be permitted to become an Assignee or a Participant hereunder.

(i)Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Loans hereunder to any Person who, after giving effect to such assignment, would be an Affiliated Lender;

(i)the assigning Lender and the Affiliated Lender purchasing such Lender’s Loans, as applicable, shall execute and deliver to Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption;

(ii)Affiliated Lenders will not (A) have the right to receive information, reports or other materials provided solely to Lenders by the Agent or any other Lender, except to the extent made available to Borrower, (B) be permitted to attend (including by telephone) any meeting (or portion thereof) or discussions (or portion thereof) attended solely by Agent or any Lender or among Lenders to which the Loan Parties or their representatives (or any subset thereof) are not invited, (C) receive advice of counsel to Agent or any Lender or challenge Agent’s or any Lender’s attorney client privilege, or (D) be permitted to access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of Agent or the Lenders (it being understood and agreed that notices of borrowings, notices of prepayments and other administrative notices in respect of the Loans of Affiliated Lenders required to be delivered to Lenders

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pursuant to Section 2 shall be delivered directly to such Affiliated Lender);

(iii)at the time of such assignment and after giving effect to such assignment, the Affiliated Lenders shall not, in the aggregate, hold Loans with an aggregate principal amount in excess of 30% of the principal amount of all Loans then outstanding;

(iv)(A) for purposes of any amendment, waiver or modification of this Agreement or any other Loan Document, each Affiliated Lender will be deemed to have consented in the same proportion as the Lenders that are not Affiliated Lenders consented to such matter, unless such amendment, waiver or modification requires the consent of all or all affected Lenders and affects such Affiliated Lender (in its capacity as a Lender) more than other Lenders in a disproportionately adverse manner, (B) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to any Insolvency Proceeding (a “Reorganization Plan”), each Affiliated Lender hereby agrees (x) not to vote on such Reorganization Plan, (y) if such Affiliated Lender does vote on such Reorganization Plan notwithstanding the restriction in the foregoing clause (x), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other debtor relief laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Reorganization Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other debtor relief laws) and (z) not to contest any request by any party for a determination by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (y), in each case under this clause (iv)(B) unless such Reorganization Plan affects such Affiliated Lender (in its capacity as a Lender) more than other Lenders in a disproportionately adverse manner, and (C) each Affiliated Lender hereby irrevocably appoints Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Loans and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in Agent’s discretion to take any action and to execute any instrument that Agent may deem reasonably necessary or appropriate to carry out the provisions of this clause (iv), including to ensure that any vote of such Affiliated Lender on any Reorganization Plan is withdrawn or otherwise not counted; and

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(v)if such Affiliated Lender subsequently assigns the Loans acquired by it in accordance with this Section 13.1(i) such potential Lender shall have delivered to such Affiliated Lender written assurance that it is a sophisticated investor and is willing to proceed with such assignment.

Each Lender participating in any assignment to or from an Affiliated Lender acknowledges and agrees that in connection with such assignment, (1) the Affiliated Lender then may have, and later may come into possession of MNPI, (2) such Lender has independently and, without reliance on the Affiliated Lenders or any of its Subsidiaries, Borrower or any of itsr Subsidiaries, or Agent, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into such assignment, (3) no Affiliated Lender or any of its Subsidiaries, Borrower or any of its Subsidiaries shall be required to make any representation that it is not in possession of MNPI, (4) none of Affiliated Lender or its Affiliates, Borrower or any of its Subsidiaries or Affiliates, or Agent shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against any Affiliated Lender or Affiliate thereof, Borrower or any of its Subsidiaries or Affiliates and Agent, under applicable laws or otherwise, with respect to the nondisclosure of the MNPI and (5) that the MNPI may not be available to Agent or the Lenders.  Each Affiliated Lender agrees to notify Agent promptly (and in any event within ten (10) Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Agent promptly (and in any event within ten (10) Business Days) if it becomes an Affiliated Lender.

To the extent not previously disclosed to Agent, Borrower shall, upon reasonable request of Agent, report to Agent the amount of Loans held by Affiliated Lenders and the identity of such holders.

(j)(i)  Notwithstanding anything in Section 14.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document or (iii) directed or required Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document (collectively, “Required Lender Consent Items”), an Affiliated Lender shall be deemed to have voted its interest as a Lender in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders, unless the result of such Required Lender Consent Item would deprive such Affiliated Lender of its pro rata share (compared to Lenders which are not Affiliated Lenders) of any payments to which such Affiliated Lender is entitled under the Loan Documents without such Affiliated Lender providing its consent or such Affiliated Lender (in its capacity as a Lender) is otherwise affected thereby in a disproportionately adverse manner compared to Lenders which are not Affiliated Lenders (in which case for purposes of such vote such Affiliated Lender shall have the same voting rights as other Lenders which are not Affiliated Lenders).

(ii)Agent or any Lender shall not have any liability to an Affiliated Lender with respect to any duties or obligations or alleged duties

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or obligations of such Agent or any such Lender under the Loan Documents in the absence, with respect to any such Agent-Related Persons or Lender-Related Persons, or applicable, of the gross negligence or willful misconduct by Agent or such Lender and its Parties, as applicable (as determined by a court of competent jurisdiction by final and nonappealable judgment).

(iii)Additionally, Borrower and each Affiliated Lender hereby agree that and each Affiliated Lender Assignment and Assumption by an Affiliated Lender shall provide a confirmation that, if a case under the Bankruptcy Code is commenced against any Loan Party, Borrower shall seek, and shall cause each of its Subsidiaries to seek, (and each Affiliated Lender shall consent) to provide that the vote of any Affiliated Lender (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Affiliated Lender’s vote (in its capacity as a Lender) may be counted.

(k)Notwithstanding anything to the contrary contained herein, no Affiliated Lender shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among Agent or any Lender or among Lenders (or any subset thereof) to which the Loan Parties or their representatives are not invited, (ii) receive any information or material prepared by Agent or any Lender or any communication by or among Agent and one or more Lenders, except to the extent such information or materials have been made available to Borrower or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to this Agreement), (iii) make or bring (other than as a passive participant or recipient of its pro rata benefit of any claim) in its capacity as a Lender, against Agent (except with respect to any rights expressly retained hereunder) or (iv) receive advice of counsel to Agent or any other Lender or challenge Agent’s or any other Lender’s attorney client privilege.

13.2Successors. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties; provided, however, that Borrower may not assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 13.1 and, except as expressly required pursuant to Section 13.1 and subject to such assignment being recorded in the Register, no consent or approval by Borrower is required in connection with any such assignment.

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14.AMENDMENTS; WAIVERS.

14.1Amendments and Waivers.

(a)No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than the Fee Letter), and no consent with respect to any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be effective, but 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 of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:

(i)[reserved],

(ii)postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,

(iii)reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except in connection with the waiver of applicability of Section 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders) shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (iii)),

(iv)amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,

(v)other than as permitted by Section 15.11, release Agent’s Lien in and to any of the Collateral,

(vi)amend, modify, or eliminate the definition of “Required Lenders” or “Pro Rata Share”,

(vii)except as contemplated by this Agreement, the Intercreditor Agreements or any other Loan Document, contractually subordinate any of Agent’s Liens,

(viii)other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the other Loan Documents, release Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents,

(ix)amend, modify, or eliminate any of the provisions of Section 2.4(b)(i) or (ii), or

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(x)amend, modify, or eliminate any of the provisions of Section 13.1(a) to permit a Loan Party or an Affiliate of a Loan Party to be permitted to become an Assignee.

(b)No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive (i) the definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrower (and shall not require the written consent of any of the Lenders), and (ii) any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent of Agent, Borrower, and the Required Lenders,

(c)[Reserved],

(d)[Reserved],

(e)Anything in this Section 14.1 to the contrary notwithstanding, any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of Borrower, shall not require consent by or the agreement of any Loan Party.

14.2Replacement of Certain Lenders.

(a)If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under Section 16, then Borrower, upon at least 5 Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Holdout Lender”) or any Lender that made a claim for compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Holdout Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.

(b)Prior to the effective date of such replacement, the Holdout Lender or Tax Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations (including (i) the Loans of such Holdout Lender or Tax Lender, as applicable, and all interest, fees and other amounts that may be due in payable in respect thereof, and (ii) the Applicable Premium (whether or not then due hereunder)). If the Holdout Lender or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Holdout Lender or Tax Lender, as applicable, and irrespective of whether Agent

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executes and delivers such Assignment and Acceptance, the Holdout Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender or Tax Lender, as applicable, shall be made in accordance with the terms of Section 13.1.

14.3No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by Borrower of any provision of this Agreement. Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.

15.AGENT; THE LENDER GROUP.

15.1Appointment and Authorization of Agent. Each Lender hereby designates and appoints MSDC as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other 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 Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall 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 Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements or

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notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrower and its Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower or its Subsidiaries, the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

15.2Delegation of Duties. 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. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

15.3Liability of Agent. None of Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by Borrower or any of its Subsidiaries or Affiliates, or any officer or director 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 Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower or its Subsidiaries 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 Lenders 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 books and records or properties of Borrower or its Subsidiaries.

15.4Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct 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 Borrower or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lender against any and all liability

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and expense that may be incurred by it by reason of taking or continuing to take any such action. 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 Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

15.5Notice of Default or Event of Default. 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, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and until Agent has received any such request, 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.

15.6Credit Decision. Each Lender acknowledges that none of Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such due diligence, 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 Borrower or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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 Borrower or any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, 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 Borrower or any other Person party to a Loan Document that may come into the possession of any of Agent-Related Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender (with any credit or other information with

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respect to Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender became a party to this Agreement.

15.7Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrower is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrower or its Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a ratable basis, shall indemnify and defend Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so to the extent required hereunder) from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by 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 or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

15.8[Reserved].

15.9Successor Agent. Agent may resign as Agent upon 20 days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower). If Agent resigns under this Agreement, the Required Lenders shall be entitled to appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its

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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 Section 15 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 20 days following a retiring Agent’s notice of resignation (or 10 days if an Event of Default has occurred and is continuing), the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.  Borrower shall pay any such successor Agent any fees separately agreed to by Borrower and Agent.

15.10Lender in Individual Capacity. Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide bank products to, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Borrower and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Borrower or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrower or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them.

15.11Collateral Matters.

(a)The Lenders hereby irrevocably authorize Agent to release any Lien on any Collateral (i) upon the payment and satisfaction in full by Borrower of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Borrower or its Subsidiaries did not own any interest at the time Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to a Borrower or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, or (v) in connection with a credit bid or purchase authorized under this Section 15.11. The Loan Parties and the Lenders hereby irrevocably authorize Agent, based upon the instruction of the Required Lenders, to (a) consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one

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or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders whose Obligations are credit bid shall be entitled to receive interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided, however, that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary to evidence such release on terms that, in Agent’s opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of Borrower in respect of) any and all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorizes Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to the holder of any Permitted Collateral Lien on such property if such Permitted Collateral Lien secures Purchase Money Indebtedness permitted under this Agreement, the ABL Obligations or the Notes Obligations. In connection with any termination or release that is authorized pursuant to this Section 15.11, Agent shall promptly (i) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release and (ii) deliver to the Loan Parties any portion of such Collateral so released that is in the possession of Agent.

(b)Agent shall have no obligation whatsoever to any of the Lenders (i) to verify or assure that the Collateral exists or is owned by Borrower or its Subsidiaries or is cared for, protected, or insured or has been encumbered, (ii) to verify or assure that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled

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to any particular priority, (iii) to verify or assure that any particular items of Collateral meet the eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise expressly provided herein.

(c)This Section 15.11 shall be subject in all respects to the provisions of the Intercreditor Agreements.

15.12Restrictions on Actions by Lenders; Sharing of Payments.

(a)Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Borrower or its Subsidiaries or any deposit accounts of Borrower or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

(b)If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

15.13Agency for Perfection. Agent hereby appoints each other Lender as its agent (and each Lender hereby accepts such appointment) for the purpose of perfecting Agent’s Liens

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in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent’s instructions.

15.14Payments by Agent to the Lenders. All payments to be made by Agent to the Lenders shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of the Obligations.

15.15Concerning the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

15.16Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. By becoming a party to this Agreement, each Lender:

(a)is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report respecting Borrower or its Subsidiaries (each, a “Report”) prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,

(b)expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report,

(c)expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any audit or examination will inspect only specific information regarding Borrower and its Subsidiaries and will rely significantly upon Borrower’s and its Subsidiaries’ books and records, as well as on representations of Borrower’s personnel,

(d)agrees to keep all Reports and other material, non-public information regarding Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9, and

(e)without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to Borrower, or the

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indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrower, and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

In addition to the foregoing: (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by Borrower or any Subsidiary of Borrower to Agent that has not been contemporaneously provided by Borrower or its Subsidiaries to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender, and (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Borrower or its Subsidiaries, any Lender may, from time to time, reasonably request Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent promptly shall request of Borrower the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from Borrower or its Subsidiaries, Agent promptly shall provide a copy of same to such Lender.

15.17Several Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to Borrower or any other Person for any failure by any other Lender to fulfill its obligations to make credit available hereunder, nor to advance for such Lender or on its behalf, nor to take any other action on behalf of such Lender hereunder or in connection with the financing contemplated herein.

16.WITHHOLDING TAXES.

16.1Generally.  Except as otherwise provided in this Section 16.1, all payments made by Borrower hereunder or any other Loan Document will be made free and clear of, and without deduction or withholding for, any Taxes, except as required by applicable law.  In the event any deduction or withholding of Taxes is required by applicable law, (a) if such Taxes are Indemnified Taxes, the sum payable to Lenders shall be increased as may be necessary so that after making all required deductions or withholding for Indemnified Taxes, Lenders receive an amount equal to the sum they would have received had no such deductions or withholding been

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made, provided that Borrower shall not be required to increase any such amounts payable to Lenders if the increase in such amount payable results from Agent’s or such Lender’s own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction); (b) if such Taxes are Excluded Taxes, the sum payable to Lenders shall not be increased, (c) Borrower or Agent shall make such deductions or withholding and the amount deducted or withheld shall be treated as paid to the relevant Lender for all purposes under this Agreement and the other Loan Documents, and (d) Borrower will furnish to Agent as soon as practicable after the date the payment of any such Indemnified Tax is due to a Governmental Authority pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower.  Borrower agrees to pay any present or future stamp, value added or documentary Taxes or any other excise or property Taxes that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document. For the purposes of this Section 16, the term “Lender shall include a Participant.

16.2Exemptions.

(a)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and Agent, at the time or times reasonably requested by Borrower or Agent, such properly completed and executed documentation reasonably requested by Borrower or Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by Borrower or Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or Agent as will enable Borrower or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

(b)Without limiting the generality of the foregoing, if a Lender is entitled to claim an exemption or reduction from United States withholding Tax, such Lender agrees to deliver to Agent and Borrower one of the following before receiving its first payment under this Agreement:

(i)if such Lender is entitled to claim an exemption from United States withholding Tax pursuant to the portfolio interest exception, (A) a statement of the Lender, signed under penalty of perjury, that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of Borrower (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to Borrower within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN or IRS Form W-8BEN-E or Form W-8IMY (with proper attachments);

(ii)if such Lender or Participant is entitled to claim an exemption from, or a reduction of, withholding Tax under a United States Tax

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treaty, a properly completed and executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E;

(iii)if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding Tax because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS Form W-8ECI;

(iv)if such Lender is entitled to claim that interest paid under this Agreement is exempt from United States withholding Tax because such Lender serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper attachments);

(v)a properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding Tax; or

(vi)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or Agent as may be necessary for Borrower and Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this Section 16.2(b)(vi), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(c)Without limiting the generality of the foregoing, if a Lender claims an exemption from withholding Tax in a jurisdiction other than the United States, such Lender agrees with and in favor of Agent, to deliver to Agent any such form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding Tax before receiving its first payment under this Agreement.

(d)Notwithstanding anything to the contrary in Section 16.2(a) or Section 16.2(c), the completion, execution and submission of documentation required by Section 16.2(a) and

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Section 16.2(c) shall only be required if the applicable Lender is legally able to deliver such forms, provided, however, that nothing in Section 16.2(a) or this Section 16.2(c) shall require a Lender to disclose any information that it deems to be confidential (including without limitation, its Tax returns).

(e)Each Lender shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and shall promptly notify Agent and Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction

(f)If a Lender claims exemption from, or reduction of, withholding Tax and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrower to such Lender, such Lender agrees to notify Agent and Borrower of the percentage amount in which it is no longer the beneficial owner of Obligations of Borrower to such Lender. To the extent of such percentage amount, Agent will treat such Lender’s documentation provided pursuant to Section 16.2(a), Section 16.2(b), or Section 16.2(c) as no longer valid. With respect to such percentage amount, such Participant or Assignee shall provide documentation, pursuant to Section 16.2(a), Section 16.2(b), or Section 16.2(c), if applicable. Borrower agrees that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation in any portion of the Obligations so long as such Participant complies with the obligations set forth in this Section 16 with respect thereto.

16.3Reductions.

(a)If a Lender or a Participant is subject to an applicable withholding Tax, Borrower or Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any payment to such Lender or such Participant an amount of Taxes as required by applicable law.  If the forms or other documentation required by Section 16.2 are not delivered to Borrower or Agent (or, in the case of a Participant, to the Lender granting the participation), then Borrower or Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any payment to such Lender or such Participant not providing such forms or other documentation an amount of Taxes as required by applicable law.

(b)If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case of a Participant, to the Lender granting the participation) did not properly withhold Tax from amounts paid to or for the account of any Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Borrower or Agent (or such Participant failed to notify the Lender granting the participation) 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 and hold Borrower or Agent, as applicable, harmless (or, in the case of a Participant, such Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly, by Borrower or Agent, as applicable (or, in the case of a Participant, to the Lender granting the participation), as Tax or otherwise, including penalties and interest, and including any Taxes imposed by any jurisdiction on the amounts payable to Borrower or Agent, as

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applicable (or, in the case of a Participant, to the Lender granting the participation only), under this Section 16, together with all costs and expenses (including attorneys fees and expenses). The obligation of the Lenders and the Participants under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent.

16.4Refunds. If Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes (including by the payment of additional amounts pursuant to Section 16.1), so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrower (but only to the extent of payments made, or additional amounts paid, by Borrower under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that Borrower, upon the request of Agent or such Lender, agree to repay the amount paid over to Borrower (plus any penalties, interest or other charges, imposed by the relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this Section 16.4), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 16.4 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its Tax returns (or any other information which it deems confidential) to Borrower or any other Person.

16.5Excluded Taxes. For the avoidance of doubt, Borrower shall not be required to pay any additional amount under this Agreement or under any other Loan Document with respect to Taxes if such Taxes are Excluded Taxes.

17.GENERAL PROVISIONS.

17.1Effectiveness. This Agreement shall be binding and deemed effective when executed by Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.

17.2Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

17.3Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be

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construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

17.4Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

17.5[Reserved].

17.6Debtor-Creditor Relationship. The relationship between the Lenders and Agent, on the one hand, and the Loan Parties, on the other hand, is solely that of creditor and debtor. No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to any Loan Party arising out of or in connection with the Loan Documents or the transactions contemplated thereby, and there is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and the Loan Parties, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.

17.7Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

17.8Revival and Reinstatement of Obligations. If any member of the Lender Group repays, refunds, restores, or returns in whole or in part, any payment or property (including any proceeds of Collateral) previously paid or transferred to such member of the Lender Group in full or partial satisfaction of any Obligation or on account of any other obligation of any Loan Party under any Loan Document, because the payment, transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise recoverable under any law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent transfers, preferences, or other voidable or recoverable obligations or transfers (each, a “Voidable Transfer”), or because such member of the Lender Group elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as to any such Voidable Transfer, or the amount thereof that such member of the Lender Group elects to repay, restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable costs, expenses, and attorneys fees of such member of the Lender Group related thereto, (i) the liability of the Loan Parties with respect to the amount or property paid, refunded, restored, or returned will automatically and immediately be revived, reinstated, and restored and will exist and (ii) Agent’s Liens securing such liability shall be effective, revived, and remain in full force and

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effect, in each case, as fully as if such Voidable Transfer had never been made. If, prior to any of the foregoing, (A) Agent’s Liens shall have been released or terminated or (B) any provision of this Agreement shall have been terminated or cancelled, Agent’s Liens, or such provision of this Agreement, shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligation of any Loan Party in respect of such liability or any Collateral securing such liability.

17.9Confidentiality.

(a)Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Borrower and its Subsidiaries, their operations, assets, and existing and contemplated business plans (“Confidential Information”) shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of the Lender Group (the Persons in this clause (i), “Lender Group Representatives”) on a “need to know” basis in connection with this Agreement and the transactions contemplated hereby and on a confidential basis, (ii) to Subsidiaries and Affiliates of any member of the Lender Group, provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 17.9, (iii) as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, (iv) as may be required by statute, decision, or judicial or administrative order, rule, or regulation; provided that (x) prior to any disclosure under this clause (iv), the disclosing party agrees to provide Borrower with prior notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior notice to Borrower pursuant to the terms of the applicable statute, decision, or judicial or administrative order, rule, or regulation and (y) any disclosure under this clause (iv) shall be limited to the portion of the Confidential Information as may be required by such statute, decision, or judicial or administrative order, rule, or regulation, (v) as may be agreed to in advance in writing by Borrower, (vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, provided, that, (x) prior to any disclosure under this clause (vi) the disclosing party agrees to provide Borrower with prior written notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior written notice to Borrower pursuant to the terms of the subpoena or other legal process and (y) any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information as may be required by such Governmental Authority pursuant to such subpoena or other legal process, (vii) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders or the Lender Group Representatives), (viii) in connection with any assignment, participation or pledge of any Lender’s interest under this Agreement, provided that prior to receipt of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to receive such Confidential Information either subject to the terms of this Section 17.9 or pursuant to confidentiality requirements substantially similar to those contained in this Section 17.9 (and such Person may disclose such Confidential Information to Persons employed or engaged by them as described in clause (i) above), (ix) in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or

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adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents; provided, that, prior to any disclosure to any Person (other than any Loan Party, Agent, any Lender, any of their respective Affiliates, or their respective counsel) under this clause (ix) with respect to litigation involving any Person (other than Borrower, Agent, any Lender, any of their respective Affiliates, or their respective counsel), the disclosing party agrees to provide Borrower with prior written notice thereof, and (x) in connection with, and to the extent reasonably necessary for, the exercise of any secured creditor remedy under this Agreement or under any other Loan Document.

(b)Anything in this Agreement to the contrary notwithstanding, Agent may disclose information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials with such information to consist of deal terms and other information customarily found in such publications or marketing or promotional materials and may otherwise use the name, logos, and other insignia of Borrower and Loan Parties and the total Loans provided hereunder in any “tombstone” or other advertisements, on its website or in other marketing materials of Agent.

17.10Lender Group Expenses. Borrower agrees to pay any and all Lender Group Expenses on the earlier of (a) the first day of each month or (b) the date on which demand therefor is made by Agent and agrees that its obligations contained in this Section 17.10 shall survive payment or satisfaction in full of all other Obligations.

17.11Survival. All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any loan or any fee or any other amount payable under this Agreement is outstanding and unpaid.

17.12Patriot Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies Borrower that pursuant to the requirements of the 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. In addition, if Agent is required by law or regulation or internal policies to do so, it shall have the right to periodically conduct (a) Patriot Act searches, OFAC/PEP searches, and customary individual background checks for the Loan Parties and (b) OFAC/PEP searches and customary individual background checks for the Loan Parties’ senior management and key principals, and Borrower agrees to cooperate in respect of the conduct of such searches and further agrees that the reasonable costs and charges for such searches shall constitute Lender Group Expenses hereunder and be for the account of Borrower.

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17.13Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

17.14[Reserved].

17.15[Reserved].

17.16Intercreditor Agreements. Agent and each Lender hereunder, by its acceptance of the benefits provided hereunder, (a) consents to the subordination of Liens provided for in the Intercreditor Agreements, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreements and (c) authorizes and instructs Agent to enter into the Intercreditor Agreements (and/or any joinder or supplement thereof) on behalf of each Lender. Agent and each Lender hereby agree that the terms, conditions and provisions contained in this Agreement are subject to the Intercreditor Agreements and, in the event of a conflict between the terms of the Intercreditor Agreements and this Agreement, the terms of the Intercreditor Agreements shall govern and control. This Agreement constitutes an “Additional ABL Credit Agreement under and as defined in the ABL-Notes Intercreditor Agreement”, Agent is a “Bank Collateral Agent” under and as defined in the Notes Indenture, the Loan Documents shall constitute “Credit Facility Loan Documents” under and as defined in the ABL-Notes Intercreditor Agreement and the Obligations shall constitute “Credit Facility Obligations” under and as defined in the ABL-Notes Intercreditor Agreement.

[Signature pages to follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

JACK COOPER HOLDINGS CORP.,
a Delaware corporation
By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chief Executive Officer
MSDC JC INVESTMENTS, LLC,
as Agent and as a Lender
By:	/s/ Marcello Liguori
	Name: Marcello Liguori
	Title: Vice President

Credit Agreement

Schedule C-1

Lender	Commitment
MSDC JC Investments, LLC	$	62,500,000
TOTAL	$	62,500,000

Schedule 1.1

As used in the Agreement, the following terms shall have the following definitions:

“ABL Agent” means the Existing ABL Agent. In the case of any Additional ABL Priority Collateral or replacement or refinancing of the Existing ABL Credit Agreement, the ABL Agent shall be the person identified in the certificate required pursuant to the definition of “ABL Credit Agreement”.

“ABL Credit Agreement” means a collective reference to (a) the Existing ABL Credit Agreement and (b) any Additional ABL Credit Agreement.

“ABL Loan Documents” means the “Loan Documents” or any comparable term as that term is defined in the ABL Credit Agreement.

“ABL-Notes Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the June 18, 2013, between ABL Agent and Notes Agent, as amended, modified, supplemented, restated, refinanced, refunded or replaced in whole or in part from time to time in accordance with the terms therein.

“ABL Obligations” means the “Obligations” or any comparable term as that term is defined in the ABL Credit Agreement, not to exceed the sum of (a) any Indebtedness permitted pursuant to clause (k) of the definition of “Permitted Indebtedness” designated as ABL Obligations by Borrower (without duplication of any other Indebtedness outstanding pursuant to such clause on the date of determination) plus (b) the greatest of (i) $100,000,000, (ii) the Borrowing Base (as defined in the Notes Indenture as in effect on the date of the Agreement) as of the date of such incurrence or (iii) an amount such that the ABL Priority Leverage Ratio (as defined in the Notes Indenture as in effect on the date of the Agreement) of Borrower and its Subsidiaries would not exceed 1.75 to 1.00; provided, that in no event shall ABL Obligations exceed $120,000,000.

“ABL Priority Leverage Ratio” means, as of any date of determination (the “Determination Date”), the ratio of (a) the aggregate amount of all Indebtedness of Borrower and its Subsidiaries secured by first priority Liens on the ABL Collateral (as defined in the ABL-Notes Intercreditor Agreement) on the Determination Date to (b) the aggregate amount of EBITDA for the Four-Quarter Period. For purposes of this definition, Indebtedness and EBITDA shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(a)the Incurrence of any Indebtedness of Borrower or any of its Subsidiaries (and the application of the proceeds thereof) and any repayment of other Indebtedness occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination Date, as if such Incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and

(b)any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of Borrower or any of its Subsidiaries (including any Person who becomes a Subsidiary of Borrower as a result of such

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Asset Acquisition) incurring Acquired Indebtedness and also including any EBITDA (including any pro forma expense and cost reductions calculated on a basis in accordance with Regulation S-X under the Exchange Act associated with any such Asset Acquisition or Asset Sale)) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Determination Date, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period;

provided that no pro forma effect shall be given to the incurrence of any Permitted Indebtedness Incurred on such date of determination or the discharge on such date of determination of any Indebtedness from the proceeds of any such Permitted Indebtedness; provided, further, that for purposes of calculating Indebtedness for the ABL Priority Leverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period. Any pro forma calculations shall be subject to the caps set forth in the definition of “EBITDA”.

“ABL-Term Loan Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Closing Date, between Agent and ABL Agent, as amended, modified, supplemented, restated, refinanced, refunded or replaced in whole or in part from time to time in accordance with the terms therein.

“Account” means an account (as that term is defined in the Code).

“Account Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible.

“Accounting Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions).

“Acquisition” means in a transaction or a series of transactions, (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.

“Acquired Indebtedness” means Indebtedness of a Person existing at the time such Person becomes a Subsidiary or Borrower or assumed in connection with the acquisition of assets from such Person.

“Additional ABL Credit Agreement” means any agreement for the Incurrence of additional Indebtedness permitted pursuant to clause (a) of the definition of “Permitted Indebtedness” and permitted to be secured by the Collateral pursuant to clause (a)(ii) of the definition of “Permitted Collateral Lien”, together with all related notes, letters of credit, collateral documents, guarantees, and any other related agreements and instruments executed and

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delivered in connection therewith, in each case as amended, modified, supplemented, restated, refinanced, refunded or replaced in whole or in part from time to time including by or pursuant to any agreement or instrument that extends the maturity of any Indebtedness thereunder, or increases the amount of available borrowings thereunder (provided that such increase in borrowings is permitted under clause (a) of the definition of the term “Permitted Indebtedness”), or adds Subsidiaries of the Borrower as additional borrowers or guarantors thereunder (provided that, any Subsidiary that is not a Foreign Subsidiary that becomes an additional borrower or guarantor thereunder shall also be a Guarantor of the Obligations), in each case with respect to such agreement or any successor or replacement agreement and whether by the same or any other agent, lender, group of lenders, purchasers or debt holders; provided, that at the time of any refinancing or replacement of then existing Additional ABL Credit Agreement or the addition of any Additional ABL Credit Agreement, Borrower shall have delivered to Agent an officer’s certificate certifying that such refinancing, replacement or Additional Credit Agreement is permitted to be incurred by the Agreement.

“Additional Basket Conditions” means, both before and immediately after giving effect to such Restricted Junior Payment, Investment or payment, (i) no Event of Default has occurred and is continuing, (ii) (A) if the Existing ABL Credit Agreement is in effect (and is an asset based loan containing “Availability” criteria) immediately after such Restricted Junior Payment or payment, Borrower and Guarantors shall have Availability (as defined in the Existing ABL Credit Agreement as in effect on the date of the Agreement) of no less than 10% of the Maximum Revolver Amount (as defined in the Existing ABL Credit Agreement as in effect on the date of the Agreement) and (B) if immediately after such Restricted Junior Payment or payment, the Existing ABL Credit Agreement is no longer in effect and/or is not an asset based loan or otherwise does not have any “Availability” criteria, Borrower and Guarantors have a Minimum Liquidity of at least $10,000,000 and (iii) the Fixed Charge Coverage Ratio (as defined in the Existing ABL Credit Agreement as in effect on the date of the Agreement), on a pro forma basis, for the month most recently ended shall be at least 1.10:1.00; provided, Borrower must provide Agent evidence of the foregoing Fixed Charge Coverage Ratio compliance before making any such Restricted Junior Payment, Investment or payment.

“Additional Documents” has the meaning specified therefor in Section 5.12 of the Agreement.

“Additional Notes” means Notes (other than the Notes issued prior to the date of the Agreement) issued pursuant to Section 6.1(a) of the Agreement.

“Affected Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement.

“Affiliate” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Stock, by contract, or otherwise; provided, however, that, for purposes of Section 6.12 of the Agreement: (a) any Person which owns directly or indirectly 10% or more of the Stock having ordinary

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voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person.

“Affiliated Lender” means Jack Cooper Enterprises, Inc. or any of its Affiliates (other than Loan Parties or their Subsidiaries) and any trusts whose beneficiary is Michael Riggs and/or any of his relatives. For the avoidance of doubt, no natural person may be an Affiliated Lender.

“Affiliated Lender Assignment and Acceptance” means an Affiliated Lender Assignment and Acceptance Agreement substantially in the form of Exhibit A-2 to the Agreement.

“Agent” has the meaning specified therefor in the preamble to the Agreement.

“Agent-Related Persons” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.

“Agent’s Account” has the meaning specified therefor in Section 2.7.

“Agent’s Liens” mean the Liens granted by Borrower or its Subsidiaries to Agent under the Loan Documents and securing the Obligations.

“Agreement” means the Credit Agreement to which this Schedule 1.1 is attached.

“Applicable Premium” means, as of the date of any prepayment, the amount equal to the sum of (a) the present value of all scheduled interest payments that would be due on the Loans on or after the date of prepayment through the Maturity Date if such Loans had not been prepaid, computed using a discount rate equal to the Treasury Rate as of such date of prepayment plus 50 basis points plus (b) without duplication of accrued and unpaid interest paid or payable pursuant to an express provision of the Agreement, all accrued and unpaid interest through the date of such prepayment.

“Application Event” means (a) the occurrence of a failure by Borrower to repay all of the Obligations in full on the Maturity Date, or (b) the occurrence and continuance of an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(ii) of the Agreement.

“Asset Acquisition” means:

(a)an Investment by Borrower or any Subsidiaries in any other Person pursuant to which such Person shall become a Subsidiary of Borrower, or shall be merged with or into Borrower or any Subsidiary of Borrower; or

(b)the acquisition by Borrower or any Subsidiaries of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business and consistent with past practices.

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“Asset Sale” means

(x) any transfer, conveyance, sale, lease or other disposition (including, without limitation, dispositions pursuant to any consolidation or merger) by Borrower or its Subsidiaries to any Person (other than to Borrower or one or more of its Subsidiaries) in any single transaction or series of transactions of:

(i)Stock in another Person (other than Stock in Borrower or directors’ qualifying shares or shares or interests required to be held by foreign nationals pursuant to local law); or

(ii)any other property or assets (other than in the normal course of business, including any sale or other disposition of obsolete or permanently retired equipment and any sale of inventory in the ordinary course of business); or

(y)an Event of Loss;

provided, however, that the term “Asset Sale” shall exclude:

(i)any single transaction or series of related transactions that involve the sale of assets or sale of Stock of a Subsidiary of Borrower having a Fair Market Value of less than $2,500,000.

(ii)sales or other dispositions of cash or Cash Equivalents;

(iii)the sale and leaseback of any assets within 180 days of acquisition thereof;

(iv)the sale or lease of equipment or inventory in the ordinary course of business;

(v)leases or subleases in the ordinary course of business to third persons not interfering in any material respect with the business of Borrower or any of its Subsidiaries and otherwise in accordance with the provisions of this Agreement;

(vi)dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business;

(vii)licensing of intellectual property in accordance with industry practice in the ordinary course of business;

(viii)an issuance of Stock by a Subsidiary of Borrower to Borrower or to another Subsidiary of Borrower;

(ix)any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind in the ordinary course of business;

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(x)the grant in the ordinary course of business of any license of patents, trademarks, know-how and any other intellectual property; or

(xi)sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements or similar binding arrangements.

For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.

“Assignee” has the meaning specified therefor in Section 13.1(a) of the Agreement.

“Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to the Agreement.

“Authorized Person” means any one of the individuals identified on Schedule A-2 to the Agreement.

“Average Life” means, as of any date of determination, with respect to any Indebtedness, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment (including any sinking fund or mandatory redemption payment requirements) of such Indebtedness multiplied by (y) the amount of such principal payment by (ii) the sum of all such principal payments.

“Bank Lender” means any lender or holder of Indebtedness under the ABL Credit Agreement.

“Bank Product” means any services or facilities provided to Borrower or any Guarantor by the ABL Agent, any Bank Lender, or any of their respective Affiliates, including, without limitation, Hedging Obligations.

“Bankruptcy Code” means title 11 of the United States Code, as in effect from time to time.

“Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which Borrower or any of its Subsidiaries or ERISA Affiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.

“Board of Directors” means, as to any Person, the board of directors (or comparable managers) of such Person or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

“Borrower” has the meaning specified therefor in the preamble to the Agreement.

“Borrowing” means a borrowing consisting of Loans made on the Closing Date.

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“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state of New York.

“Capital Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; provided, however, that for the purposes of this Agreement, any lease existing as of the date of the Agreement that constitutes an operating lease in accordance with GAAP as in effect on the date of the Agreement shall be deemed not to be a Capital Lease hereunder.

“Capital Lease Obligation” means any obligation under a Capital Lease; and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 6.2, a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.

“Cash Equivalents” means any of the following Investments: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any Eligible Bank; provided that such Investments have a maturity date not more than two years after date of acquisition and that the Average Life of all such Investments is one year or less from the respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof; provided that such Investments mature, or are subject to tender at the option of the holder thereof within 365 days after the date of acquisition and, at the time of acquisition, have a rating of at least A from Standard & Poor’s or A-2 from Moody’s (or an equivalent rating by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the Issuer; provided that such Investments have one of the two highest ratings obtainable from either Standard & Poor’s or Moody’s at the time of their acquisition and mature within 180 days after the date of acquisition; (vi) overnight and demand deposits in and bankers’ acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; (vii) money market funds substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vi) above; and (viii) instruments equivalent to those referred to in clauses (i) through (vi) above or funds equivalent to those referred to in clause (vii) above denominated in Euros or any other foreign currency comparable in credit quality and tender to those referred to in such clauses and customarily used by corporations for cash management purposes in jurisdictions outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction, all as determined in good faith by Borrower.

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“Certificate” means, with respect to a Vehicle, the certificate of title or equivalent certificate or document, issued by the relevant Jurisdiction, evidencing ownership of such Vehicle.

“CFC” means a controlled foreign corporation (as that term is defined in Section 957 of the IRC and the Treasury Regulations thereunder).

“Change in Law” means the occurrence after the date of the Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided that notwithstanding anything in the Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” means that (a) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, becomes the beneficial owner (as defined in Rules 13d-3 13d-5 under the Exchange Act, except that for purposes of this clause (a) such “person” or “group” or Permitted Holder shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire by conversion or exercise of other securities, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50%, or more, of the Stock of Borrower having the right to vote for the election of members of the Board of Directors, (b) Borrower fails to own and control, directly or indirectly, 100% of the Stock of each other Loan Party and of each other Subsidiary whose Stock is pledged by a Loan Party (other than pursuant to a transaction of a type permitted under Section 6.3 or Section 6.4 of this Agreement and other than any minority interest of any Foreign Subsidiary of Borrower as required by law), or (c) a “Change of Control” or comparable term as that term is defined in the Notes Indenture or the ABL Credit Agreement occurs.

“Closing Date” means the date on which the conditions precedent set forth in Section 3.1 either have been satisfied or have been waived by the Lenders.

“Code” means the New York Uniform Commercial Code, as in effect from time to time.

“Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by Borrower or its Subsidiaries in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents.

“Collateral Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person

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in possession of, having a Lien upon, or having rights or interests in Borrower’s or its Subsidiaries’ books and records, Equipment, or Inventory, in each case, in form and substance reasonably satisfactory to Agent.

“Collections” means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, cash proceeds of asset sales, rental proceeds, and tax refunds) paid or payable to a Loan Party.

“Commitment” means, with respect to each Lender, the obligation of such Lender to make a Loan to Borrower under the Agreement, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 to the Agreement.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C-1 to the Agreement delivered by the chief financial officer of Borrower to Agent.

“Confidential Information” has the meaning specified therefor in Section 17.9(a) of the Agreement.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of the aggregate amount of EBITDA of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the date of the transaction (the “Transaction Date”) giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period being referred to herein as the “Four-Quarter Period”) to the aggregate amount of Consolidated Fixed Charges of such Person for the Four-Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, “EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect, on a pro forma basis for the period of such calculation, to any Asset Sales or Asset Acquisitions, investments and discontinued operations (as determined in accordance with GAAP) occurring during the Four-Quarter Period or any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale (including any associated repayment of Indebtedness) or Asset Acquisition (including the incurrence or assumption of any associated Acquired Indebtedness), investment, disposed operation or designation occurred on the first day of the Four-Quarter Period. Any pro forma calculations shall be subject to the caps set forth in the definition of “EBITDA”.

The Consolidated Fixed Charge Coverage Ratio shall be calculated on a pro forma basis as if any such Indebtedness being Incurred (including any other Indebtedness being Incurred contemporaneously), and any other Indebtedness Incurred since the beginning of the Four-Quarter Period, had been Incurred and the proceeds thereof had been applied at the beginning of the Four-Quarter Period, and any other Indebtedness repaid since the beginning of the Four-Quarter Period had been repaid at the beginning of the Four-Quarter Period; provided that for purposes of calculating the Consolidated Fixed Charge Coverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period. Furthermore, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of these agreements.

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If such Person or any of its Subsidiaries directly or indirectly Guarantees Indebtedness of a third Person, the above clause shall give effect to the incurrence of such Guaranteed Indebtedness as if such Person or such Subsidiary had directly incurred or otherwise assumed such Guaranteed Indebtedness .

“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, the amounts for such period of:

(i)Consolidated Interest Expense; and

(ii)the product of (a) all dividends and other distributions paid or accrued (other than dividends or other distributions paid or accruing in Qualified Capital Interests) during such period in respect of Redeemable Capital Interests of such Person and its Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial and local statutory tax rate of such Person, expressed as a decimal.

“Consolidated Income Tax Expense” means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes and state franchise taxes of such Person and its Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(i)the interest expense of such Person and its Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation:

(a)any amortization of debt discount;

(b)the net cost under non-speculative Hedging Obligations (including any amortization of discounts);

(c)the interest portion of any deferred payment obligation;

(d)all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing or similar activities; and

(e)all accrued interest; plus

(ii)the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; plus

(iii)the interest expense on any Indebtedness guaranteed by such Person and its Subsidiaries; plus

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(iv)all capitalized interest of such Person and its Subsidiaries for such period;

provided, however, that Consolidated Interest Expense will exclude the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and expenses.

“Consolidated Net Income” means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and its Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by excluding, without duplication:

(a)all extraordinary gains or losses (net of fees and expenses relating to the transaction giving rise thereto), income, expenses or charges;

(b)the portion of net income of such Person and its Subsidiaries allocable to non-controlling interest in unconsolidated Persons to the extent that cash dividends or distributions have not or could not have actually been received by such Person or one of its Subsidiaries;

(c)gains or losses in respect of any Asset Sales after June 18, 2013 by such Person or one of its Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-tax basis;

(d)solely for purposes of determining the amount available for Restricted Junior Payments under clause (c) of the first paragraph of Section 6.9, the net income of any Subsidiary of Borrower (other than a Guarantor) or such Person to the extent that the declaration of dividends or similar distributions by that Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Subsidiary or its stockholders;

(e)any fees and expenses, including deferred finance costs, paid in connection with the issuance of the Notes, documentation and establishment of the ABL Credit Agreement and consummation of the Transactions;

(f)non-cash compensation expense incurred with any issuance of equity interests to an employee of such Person or its Subsidiary; and

(g)any gain or loss realized as a result of the cumulative effect of a change in accounting principles.

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate non-cash charges and expenses of such Person and its Subsidiaries reducing Consolidated Net Income of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding depreciation and amortization and excluding any such charges constituting an extraordinary item or loss or any charge which requires an accrual of or a reserve for cash charges for any future period and including any non-cash charges relating to abandonment of assets or reserves related thereto).

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“Consolidated Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) the aggregate amount of all Indebtedness for borrowed money secured by Liens of Borrower and its Subsidiaries on such date to (b) the aggregate amount of EBITDA for the Four-Quarter Period. For purposes of this definition, Indebtedness and EBITDA shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(a)the Incurrence of any Indebtedness of Borrower and its Subsidiaries (and the application of the proceeds thereof) and any repayment of other Indebtedness occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to such date of determination, as if such Incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and

(b)any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of Borrower or any of its Subsidiaries (including any Person who becomes a Subsidiary of Borrower as a result of such Asset Acquisition) incurring Acquired Indebtedness and also including any EBITDA (including any pro forma expense and cost reductions calculated on a basis in accordance with Regulation S-X under the Exchange Act associated with any such Asset Acquisition or Asset Sale)) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to such date of determination, as if such Asset Sale or Asset Acquisition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Debt) occurred on the first day of the Four-Quarter Period;

provided that no pro forma effect shall be given to the incurrence of any Permitted Indebtedness Incurred on such date of determination or the discharge on such date of determination of any Indebtedness from the proceeds of any such Permitted Indebtedness; provided, further, that for purposes of calculating Indebtedness for the Consolidated Senior Secured Leverage Ratio, the aggregate outstanding amount under the ABL Credit Agreement shall be based on the average daily outstanding principal balance under such facility during the applicable Four-Quarter Period.

“Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Borrower or one of its Subsidiaries, Agent, the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account), and, if applicable, the ABL Agent and the Notes Agent.

“Controlled Account Agreement” has the meaning specified therefor in the Security Agreement.

“Copyright Security Agreement” has the meaning specified therefor in the Security Agreement.

“Daily Balance” means, as of any date of determination and with respect to any Obligation, the amount of such Obligation owed at the end of such day.

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“Default” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

“Deposit Account” means any deposit account (as that term is defined in the Code).

“Dollars” or “$” means United States dollars.

“EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, the following, to the extent deducted in computing such Consolidated Net Income:

(i)Consolidated Income Tax Expense (other than income tax expense (either positive or negative) attributable to extraordinary gains or losses); plus

(ii)the Consolidated Interest Expense of such Person and its Subsidiaries for such period; plus

(iii)the aggregate depreciation, amortization (including amortization of goodwill and other intangibles) and other Consolidated Non-cash Charges, including straight line rent expense and pension expense, to the extent non-cash; plus

(iv)an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Subsidiaries in connection with an Asset Sale, disposition of any securities by such Person or any of its Subsidiaries or extinguishment of any Indebtedness of such Person or any of its Subsidiaries; plus

(v)the Consolidated Fixed Charges of such Person and its Subsidiaries for such period; plus

(vi)claims costs, claims management expenses and adjustments to reserves under workers’ compensation, trucker’s liabilities and general liability insurance for claims related to events occurring on or prior to July 27, 2009; plus

(vii)pension partial or full withdrawal expense in connection with the Western Conference of Teamsters Pension Trust for such period, to the extent that such expenses were deducted in computing such Consolidated Net Income; plus

(viii)severance and like expenses accrued under any employment or consulting agreement in effect on June 18, 2013 to the extent expensed, determined on a consolidated basis with GAAP; plus

(ix)fees and costs (including transaction fees, attorneys’ fees and other professional costs) incurred in connection with the Transactions;

provided, that for the purposes of calculating EBITDA for any period of 4 consecutive fiscal quarters (each, a “Reference Period”), if at any time during such Reference Period, Borrower or its Subsidiaries shall have made an Investment of the type described in clause (f) of the definition of “Permitted Investment”, EBITDA for such Reference Period shall be calculated

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after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to such Investment, are factually supportable, and are expected to have a continuing impact, in each case to be mutually and reasonably agreed upon by Borrower and Agent) or in such other manner acceptable to Agent as if any such Investment or adjustment occurred on the first day of such Reference Period (provided that the aggregate amount of adjustments made pursuant to this proviso shall not exceed 10% of EBITDA on a consolidated basis for such Reference Period).

“Eligible Bank” means a bank or trust company that (i) is organized and existing under the laws of the United States of America, or any state, territory or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500,000,000 and (iii) the senior Indebtedness of such bank or trust company is rated at least “A-2” by Moody’s or at least “A” by Standard & Poor’s.

“Event of Loss” means, with respect to any property or asset (tangible or intangible, real or personal), any of the following:

(i)any loss, destruction or damage of such property or asset;

(ii)any institution of any proceeding for the condemnation or seizure of such property or asset or for the exercise of any right of eminent domain;

(iii)any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset;

(iv)any settlement in lieu of clauses (ii) or (iii) above; or

(v)any loss as a result of a title event or claim against the title insurance company insuring such property;

in each case, having a Fair Market Value in excess of $2,500,000.

“Environmental Action” means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials (a) from any assets, properties, or businesses of Borrower or any of its Subsidiaries or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by Borrower, any Subsidiary of Borrower, or any of their predecessors in interest.

“Environmental Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on

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Borrower or its Subsidiaries, relating to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time to time.

“Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

“Equipment” means equipment (as that term is defined in the Code).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.

“ERISA Affiliate” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower or any of its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower or any of its Subsidiaries under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which Borrower or any of its Subsidiaries is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with Borrower or any of its Subsidiaries and whose employees are aggregated with the employees of Borrower or any of its Subsidiaries under IRC Section 414(o).

“Event of Default” has the meaning specified therefor in Section 8 of the Agreement.

“Excess Proceeds” has the meaning specified therefor in Section 2.4(d)(ii) of the Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time. “Excluded Deposit Account” has the meaning specified therefor in the Security Agreement.

“Excluded Real Property” means any Real Property owned in fee having a fair market value of $3,000,000 or less.

“Excluded Taxes” means (i) any Tax imposed on the net income or net profits (however denominated) of any Lender or any Participant (including any franchise Taxes or branch profits Taxes), in each case (a) imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or Participant is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender’s or such Participant’s principal office is located or (b) as a result of a present or former connection between such Lender or Participant and the jurisdiction or taxing authority imposing the Tax (other than any

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such connection arising from such Lender or Participant having executed, become a party to, delivered or performed its obligations or received payment under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to any Loan Document, enforced its rights or remedies under the Agreement or any other Loan Document, or sold or assigned an interest in any Loan or Loan Document); (ii) Taxes resulting from a Lender’s or a Participant’s failure to comply with the requirements of Section 16.2 (whether or not such Lender or Participant was legally entitled to deliver such documentation), (iii) any United States federal withholding Taxes that would be imposed on amounts payable to or for the account of a Lender based upon the applicable withholding rate in effect at the time such Lender becomes a “Lender” under this Agreement (or designates a new lending office), except that Indemnified Taxes shall include (A) any amount that such Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 16.1 of the Agreement, if any, with respect to such withholding Tax at the time such Lender becomes a party to the Agreement (or designates a new lending office), and (B) additional United States federal withholding Taxes that may be imposed after the time such Lender becomes a party to the Agreement (or designates a new lending office), as a result of a change in law, rule, regulation, order or other decision with respect to any of the foregoing by any Governmental Authority, and (iv) any United States federal withholding Taxes imposed under FATCA.

“Existing ABL Agent” means Wells Fargo Capital Finance, LLC or any of its successors, assigns or replacements, in its capacity as administrative agent under the Existing ABL Loan Documents.

“Existing ABL Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of June 18, 2013, by and among Borrower, certain subsidiaries of Borrower, the lenders party thereto and the ABL Agent, together with all related notes, letters of credit, collateral documents, guarantees, and any other related agreements and instruments executed and delivered in connection therewith, in each case as amended, modified, supplemented, restated, refinanced, refunded or replaced in whole or in part from time to time including by or pursuant to any agreement or instrument that extends the maturity of any Indebtedness thereunder, or increases the amount of available borrowings thereunder (provided that such increase in borrowings is permitted under clause (a) of the definition of the term “Permitted Indebtedness”), or adds Subsidiaries of the Borrower as additional borrowers or guarantors thereunder (provided that, any Subsidiary that is not a Foreign Subsidiary that becomes an additional borrower or guarantor thereunder shall also be a Guarantor of the Obligations), in each case with respect to such agreement or any successor or replacement agreement and whether by the same or any other agent, lender, group of lenders, purchasers or debt holders; provided, that at the time of any refinancing or replacement of then existing Existing ABL Credit Agreement, Borrower shall have delivered to Agent an officer’s certificate certifying that such refinancing, replacement is permitted to be incurred by the Agreement.

“Expiration Date” has the meaning specified therefor in the definition of “Offer to Prepay.”

“Fair Market Value” means, with respect to the consideration received or paid in any transaction or series of transactions, the fair market value thereof, as determined in good faith by

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Borrower, in the event of an exchange of assets with a Fair Market Value in excess of $2,500,000, determined in good faith by the Board of Directors of Borrower.

“FATCA” means Sections 1471 through 1474 of the IRC, as of the date of the Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any intergovernmental agreements related thereto, and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“Fee Letter” means that certain fee letter, dated as of the date of the Agreement, between Borrower and MSDC.

“Foreign Lender” means any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).

“Foreign Subsidiary” means any Subsidiary of Borrower not organized under the laws of the United States of America or any State thereof or the District of Columbia.

“Four-Quarter Period” has the meaning specified therefor in the definition of “Consolidated Fixed Charge Coverage Ratio.”

“Funding Losses” has the meaning specified therefor in Section 2.12(b) of the Agreement.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied; provided, however, that (i) all calculations relative to liabilities shall be made without giving effect to Statement of Financial Accounting Standards No. 159 and (ii) 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 change to, or modification of, GAAP which would require the capitalization of leases characterized as “operating leases” as of the date of the Agreement.

“Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

“Governmental Authority” means any federal, state, local, or other governmental or administrative body, instrumentality, board, department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“Guarantee” means, as applied to any Indebtedness of another Person, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the normal course of business), direct or indirect, in any manner, of any part or all of such Indebtedness, (ii) any direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Indebtedness of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all

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or any part of such Indebtedness of another Person (and “Guaranteed” and “Guaranteeing” shall have meanings that correspond to the foregoing).

“Guarantor Joinder Agreement” has the meaning specified therefor in Section 5.11.

“Guarantors” means (a) each Subsidiary of Borrower (other than any Subsidiary that is not required to become a Guarantor pursuant to Section 5.11), and (b) each other Person that becomes a guarantor after the Closing Date pursuant to Section 5.11 of the Agreement, and “Guarantor” means any one of them. Notwithstanding anything to the contrary herein, any co-borrower or guarantor under the ABL Loan Documents and any guarantor under the Notes Documents shall be a Guarantor under the Loan Documents.

“Guaranty” means that certain general continuing guaranty, executed and delivered in accordance with the terms of this Agreement, by each extant Guarantor in favor of Agent, for the benefit of the Lender Group, in form and substance reasonably satisfactory to Agent.

“Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable Environmental Law as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

“Hedge Agreement” means (1) any interest rate swap agreement, interest rate collar agreement or other similar agreement or arrangement, (2) agreements or arrangements to manage fluctuations in currency exchange rates or (3) any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

“Hedging Obligation” means, with respect to any Person, the obligations of such Person pursuant to a Hedge Agreement.

“Holdout Lender” has the meaning specified therefor in Section 14.2(a) of the Agreement.

“Incur” means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness or other obligation on the balance sheet of such Person. Indebtedness otherwise Incurred by a Person before it becomes a Subsidiary of Borrower shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary of Borrower. “Incurrence” and “Incurred” shall have meanings that correspond to the foregoing. A Guarantee by any of Borrower or its Subsidiaries of Indebtedness Incurred by

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Borrower or its Subsidiaries, as applicable, shall not be a separate Incurrence of Indebtedness. In addition, the following shall not be deemed a separate Incurrence of Indebtedness:

(i)accrual of interest, amortization or accretion of debt discount or accretion of principal;

(ii)the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Stock in the form of additional Stock of the same class and with the same terms or the accretion or accumulation of dividends on any Stock;

(iii)the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Indebtedness; and

(iv)unrealized losses or charges in respect of Hedging Obligations.

“Indebtedness” means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, or non-recourse, the following, if and to the extent the following items (other than clauses (iii), (vi), (vii) and (viii) below) would appear as liabilities on a balance sheet of such Person prepared in accordance with GAAP: (i) all indebtedness of such Person for money borrowed or for the deferred purchase price of property which is due and payable in accordance with the agreement governing such purchase and which is not paid on the date due and payable (excluding any trade payables, trade accounts payable or other current liabilities incurred in the ordinary course of business, accrued expenses and any obligations to pay a contingent purchase price as long as such obligation remains contingent); (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all obligations of such Person for the reimbursement of any obligor on any letters of credit (other than letters of credit that are secured by cash or Cash Equivalents), bankers’ acceptances or similar facilities (other than obligations with respect to letters of credit, banker’s acceptances or similar facilities securing obligations (other than obligations described under clause (i) and (ii) above) entered into in the ordinary course of business of such Person to the extent such letters of credit and banker’s acceptances or similar facilities are not drawn upon, or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, banker’s acceptance or similar facility); (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person which is due and payable in accordance with the agreement governing such purchase and which is not paid on the date due and payable (excluding trade accounts payable arising in the ordinary course of business, deemed expenses and excluding any obligations to pay a contingent purchase price as long as such obligation remains contingent, subject to the penultimate paragraph of this definition); (v) all Capital Lease Obligations of such Person; (vi) the maximum fixed redemption or repurchase price of Redeemable Capital Interests in such Person at the time of determination (but excluding any accrued dividends); (vii) net obligations under any Hedging Obligations of such Person at the time of determination; and (viii) all obligations of the types referred to in clauses (i) through (vii) of this definition of another Person and all dividends and other distributions of another Person, the payment of which, in either case, (A) such Person has

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Guaranteed or (B) is secured by any Lien upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, dividends or other distributions. For purposes of the foregoing: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Indebtedness shall be required to be determined pursuant to this Agreement; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Indebtedness issued with original issue discount is the principal amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP, but such Indebtedness shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Indebtedness described in clause (viii)(A) above shall be the maximum liability under any such Guarantee; (d) the amount of any Indebtedness described in clause (viii)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; and (e) interest, fees, premium, and expenses and additional payments, if any, will not constitute Indebtedness.

Notwithstanding the foregoing, in connection with the purchase by Borrower or any of its Subsidiaries of any business, the term “Indebtedness” will exclude (x) customary indemnification obligations and (y) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment is otherwise contingent; provided, however, that such amount would not be required to be reflected as a liability on the face of a balance sheet prepared in accordance with GAAP.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.

“Indemnified Liabilities” has the meaning specified therefor in Section 10.3 of the Agreement.

“Indemnified Person” has the meaning specified therefor in Section 10.3 of the Agreement.

“Indemnified Taxes” means, any Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

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“Intercompany Subordination Agreement” means an intercompany subordination agreement, dated as of the Closing Date, executed and delivered by Borrower each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

“Intercreditor Agreements” means, collectively, the ABL-Notes Intercreditor Agreement and the ABL-Term Loan Intercreditor Agreement.

“Interest Period” means, a period commencing on the date of the Closing Date (or each subsequent three-month period thereafter) and ending three months thereafter; provided, however, that (a) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (b) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day and (c) with respect to an Interest Period 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), the Interest Period shall end on the last Business Day of the calendar month that is three months after the date on which the Interest Period began, as applicable.

“Inventory” means inventory (as that term is defined in the Code).

“Investment” by any Person means any direct or indirect loan, advance (or other extension of credit, but excluding commission, travel and similar advances to directors, officers and employees made in the ordinary course of business) or capital contribution to (by means of any transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including, without limitation, the following: (a) the purchase or acquisition of any Stock or other evidence of beneficial ownership in another Person; and (b) the purchase, acquisition or Guarantee of the obligations of another Person or the issuance of a “keep-well” with respect thereto; but shall exclude: (i) accounts receivable and other extensions of trade credit on commercially reasonable terms in accordance with normal trade practices; (ii) the acquisition of property, assets and services from suppliers and other vendors in the normal course of business; and (ii) prepaid expenses and workers’ compensation, utility, lease and similar deposits, in the normal course of business. Except as otherwise specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is made. If Borrower or any of its Subsidiaries sells or otherwise disposes of any Stock of any direct or indirect Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary, Borrower shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Stock and of all other Investments in such Subsidiary not sold or disposed of, which amount shall be determined in good faith by the Board of Directors of Borrower. For the avoidance of doubt, any payments pursuant to any Guarantee previously incurred in compliance with the Agreement shall not be deemed to be Investments by any of Borrower or its Subsidiaries.

“IPO” means the first underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8 or Form S-4) by a direct or indirect parent of Borrower or

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Borrower of its capital Stock after the date of the Agreement pursuant to a registration statement that has been declared effective by the SEC.

“IP Security Agreements” means the Patent Security Agreements, Trademark Security Agreements, and Copyright Security Agreements (each such capitalized term as defined under the Security Agreement).

“IRC” means the Internal Revenue Code of 1986, as in effect from time to time.

“IRS” means the United States Revenue Service.

“Jurisdiction” means, with respect to a Vehicle, the state, commonwealth, or other governmental entity that is responsible for issuing the Certificate for such Vehicle.

“Lender” has the meaning set forth in the preamble to the Agreement, and shall also include any other Person made a party to the Agreement pursuant to the provisions of Section 13.1 of the Agreement and “Lenders” means each of the Lenders or any one or more of them.

“Lender Group” means each of the Lenders and Agent, or any one or more of them.

“Lender Group Expenses” means all (a) costs or expenses (including taxes, vehicle registration fees and charges, and insurance premiums) required to be paid by Borrower or any of its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) documented out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with Borrower or any of its Subsidiaries under any of the Loan Documents, including, the fees and charges of the Vehicle Collateral Agent, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches and including searches with the patent and trademark office, the copyright office, or any department of motor vehicles), filing, recording, publication, appraisal, real estate surveys, real estate title policies and endorsements, lien registration, and environmental audits, (c) Agent’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to Borrower or its subsidiaries, (d) Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of Borrower (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses incurred in connection therewith, (e) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (f) reasonable and documented out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (g) reasonable and documented out-of-pocket audit fees and expenses (including travel, meals, and lodging) of Agent related to any inspections or audits to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement, (h) Agent’s reasonable costs and expenses (including reasonable documented attorneys fees and out-of-pocket expenses of outside counsel) relative to claims or any other lawsuit or adverse proceeding paid or incurred by the Lender Group, whether in enforcing or defending the Loan

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Documents or otherwise in connection with the transactions contemplated by the Loan Documents, Agent’s Liens in and to the Collateral, or the Lender Group’s relationship with Borrower or any of its Subsidiaries, (i) Agent’s reasonable and documented costs and expenses (including reasonable and documented attorneys fees and due diligence expenses) incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating (including reasonable costs and expenses relative to CUSIP, DXSyndicateTM, SyndTrak or other communication costs incurred in connection with a syndication of the loan facilities), or amending, waiving or modifying the Loan Documents, and (j) Agent’s and each Lender’s reasonable and documented costs and expenses (including reasonable and documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Borrower or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action or any Remedial Action with respect to the Collateral.

“Lender Group Representatives” has the meaning specified therefor in Section 17.9 of the Agreement.

“Lender-Related Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors, employees, attorneys, and agents.

“LIBOR Rate” means the rate per annum rate appearing on Macro*World’s (https://capitalmarkets.mworld.com; the “Service”) Page BBA LIBOR - USD (or on any successor or substitute page of such Service, or any successor to or substitute for such Service) 2 Business Days prior to the commencement of the applicable Interest Period, for a term and in an amount comparable to the Interest Period and the amount of the Loan requested by Borrower or outstanding hereunder in accordance with the Agreement (and, if any such rate is below zero, the LIBOR Rate shall be deemed to be zero), which determination shall be made by Agent and shall be conclusive in the absence of manifest error; provided, that in no event shall the LIBOR Rate be less than 3.00%.

“Lien” means, with respect to any property or other asset, any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, assignment, deposit arrangement, security interest, lien (statutory or otherwise), charge, easement, encumbrance or other security agreement on or with respect to such property or other asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

“Loan” has the meaning specified in Section 2.1 of the Agreement.

“Loan Documents” means the Agreement, the Controlled Account Agreements, the Control Agreements, the Copyright Security Agreement, the Guaranty, the Intercompany Subordination Agreement, the Mortgages, the Patent Security Agreement, the Security Agreement, the Trademark Security Agreement, the Fee Letter, any note or notes executed by Borrower in connection with the Agreement and payable to any member of the Lender Group,

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and any other agreement entered into, now or in the future, by Borrower or any of its Subsidiaries and any member of the Lender Group in connection with the Agreement.

“Loan Party” means Borrower or any Guarantor.

“Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Change” means (a) a material adverse change in the business, operations, results of operations, assets, liabilities or financial condition of Borrower and its Subsidiaries, taken as a whole, (b) a material impairment of Borrower’s and its Subsidiaries’ ability to perform their obligations under the Loan Documents to which they are parties or of the Lender Group’s ability to enforce the Obligations or realize upon any Collateral in an aggregate value in excess of $250,000 (and not as a result of an action or failure to act of any member of the Lender Group), or (c) a material impairment of the enforceability or priority of Agent’s Liens with respect to the Collateral as a result of an action or failure to act on the part of Borrower or its Subsidiaries.

“Material Contract” means, with respect to any Person, (i) each contract or agreement to which such Person or any of its Subsidiaries is a party involving aggregate consideration payable to or by such Person or such Subsidiary of $5,000,000 or more (other than purchase orders in the ordinary course of the business of such Person or such Subsidiary and other than contracts that by their terms may be terminated by such Person or Subsidiary in the ordinary course of its business upon less than 90 days’ notice without penalty or premium), and (ii) all other contracts or agreements, the loss of which could reasonably be expected to result in a Material Adverse Change.

“Maturity Date” has the meaning specified therefor in Section 3.2 of the Agreement.

“Minimum Liquidity” means, as of any date of determination, the sum of Borrower’s and the Guarantors’ (a) Unrestricted Cash and Cash Equivalents and (b) Unrestricted Lines of Credit. For purposes of this definition, (i) “Unrestricted Cash and Cash Equivalents” means cash and Cash Equivalents of Borrower and the Guarantors that is (x) not subject to any Lien (other than Liens described in clauses (a) and (b) of the definition of “Permitted Collateral Liens”, (y) not reserved, set aside, designated or required for the payment on any account, liability or obligations (including, without limitation, any ordinary course business expenses and payroll) or for any other expenditure and (z) available for use by the Loan Parties in their discretion and (ii) “Unrestricted Lines of Credit” means any undrawn committed Indebtedness of Borrower and Guarantors that is (y) not reserved, set aside, designated or required for the payment on any account, liability or obligations (including, without limitation, any ordinary course business expenses and payroll) or for any other expenditure and (z) available for use by the Loan Parties in their discretion for general corporate purposes or for working capital.

“MNPI” means any material Nonpublic Information regarding Borrower and its Subsidiaries or the Loans or securities of any of them that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information).  For purposes of this definition “material Nonpublic Information” shall mean nonpublic information with respect to

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the business of Borrower or any of its Subsidiaries that would reasonably be expected to be material to a decision by any Lender to assign or acquire any Loans or to enter into any of the transactions contemplated thereby or would otherwise be material for purposes of United States Federal and state securities laws.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Mortgages” means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by Borrower or its Subsidiaries in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber the Real Property Collateral.

“MSDC” has the meaning specified therefor in the preamble to the Agreement.

“Multiemployer Plan” has the meaning given to such term in Section 3(37) or Section 4001(a)(3) of ERISA or Section 414(f) of the IRC.

“Net Cash Proceeds” means, with respect to Asset Sales of any Person, cash and Cash Equivalents received, net of: (i) all reasonable out-of-pocket costs and expenses of such Person incurred in connection with such a sale, including, without limitation, all legal, accounting, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations associated with such Asset Sale; (iii) all payments made by such Person on any Indebtedness that is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Indebtedness, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other than Borrower or its Subsidiaries) in connection with such Asset Sale (other than in the case of Collateral, any Lien which does not rank prior to the Liens in the Collateral granted to Agent pursuant to this Agreement and the Loan Documents); and (iv) all contractually required distributions and other payments made to noncontrolling interest holders in Subsidiaries of such Person as a result of such transaction; provided, however, that: (a) in the event that any consideration for an Asset Sale (which would otherwise constitute Net Cash Proceeds) is required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion thereof) shall become Net Cash Proceeds only at such time as it is released to such Person from escrow or otherwise; and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall become Net Cash Proceeds only at such time as it is so converted.

“Net Book Value” with respect to a Vehicle, means the cost of such Vehicle, less depreciation and other write downs for such Vehicle, as reflected on Borrower’s books and records.

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“Notes Agent” means U.S. Bank National Association, as trustee and as collateral agent for the Noteholders.

“Noteholders” mean those present or future holders of the Notes.

“Notes” means those 9.25% senior secured notes due 2020 issued by Borrower pursuant to the Notes Indenture.

“Notes Documents” means the Notes Indenture, the Notes, the Notes Guaranties, the Security Documents (as that term is defined in the Notes Indenture), and any other agreements, documents, or instruments evidencing or governing any of the Notes Obligations, as amended, restated, modified, supplemented, extended, renewed, refunded, replaced or refinanced from time to time, in whole or in part, as and to the extent permitted by this Agreement and the ABL-Notes Intercreditor Agreement.

“Notes Guaranties” means those certain Guaranties executed by certain of Borrower’s Subsidiaries in favor of the Noteholders, and any other agreements, documents, or instruments guaranteeing the Notes Obligations.

“Notes Indenture” means that certain Indenture, dated as of June 18, 2013, among Borrower and Notes Agent, pursuant to which the Notes are to be issued, as the same may be amended, restated, modified, supplemented, extended, renewed, refunded, replaced or refinanced, from time to time, in whole or in part, in one or more agreements (in each case, with the same or new holders or trustee), including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof, in each case, as and to the extent permitted by this Agreement and the ABL-Notes Intercreditor Agreement.

“Notes Obligations” means all obligations and all amounts owing, due or secured under the Notes Documents, not to exceed an aggregate principal amount of $375,000,000 (plus the aggregate principal amount of the Additional Notes).

“Obligations” means all Loans, debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding (or which would have accrued but for the commencement of such Insolvency Proceeding), regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement obligations (irrespective of whether contingent), premiums, liabilities, obligations (including indemnification obligations), fees, Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding (or which would have accrued but for the commencement of such Insolvency Proceeding), regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), Applicable Premium (including any Applicable Premium payable after the commencement of an Insolvency Proceeding (or which would have accrued but for the commencement of such Insolvency Proceeding), regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, covenants, and duties of any kind and description owing by any Loan Party pursuant to or evidenced by the Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect,

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absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that Borrower is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents. Without limiting the generality of the foregoing, the Obligations of Borrower under the Loan Documents include the obligation to pay (i) the principal of the Loans, (ii) interest accrued on the Loans, (iii) the Applicable Premium, (iv) Lender Group Expenses, (v) fees payable under the Agreement or any of the other Loan Documents, and (vi) indemnities and other amounts payable by any Loan Party under any Loan Document. Any reference in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Offer” has the meaning specified therefor in the definition of “Offer to Prepay.”

“Offer to Prepay” means a written offer (the “Offer”) sent by Borrower by first-class mail, postage pre-paid, to each Lender at the address specified to Borrower, offering to prepay up to the aggregate principal amount of Loans set forth in such Offer. Unless otherwise required by applicable law, the Offer shall specify an expiration date (the “Expiration Date”) of the Offer to Prepay which shall be, subject to any contrary requirements of applicable law, not less than 10 days or more than 30 days after the date of sending of such Offer in accordance with Section 11 of the Agreement and a settlement date (the “Prepayment Date”) for prepayment of the Loans within five Business Days after the Expiration Date. The Offer shall also state:

(i)the section of the Agreement pursuant to which the Offer to Prepay is being made;

(ii)the Expiration Date and the Purchase Date;

(iii)the aggregate principal amount of the outstanding Loans offered to be prepaid pursuant to the Offer to Prepay (including, if less than 100%, the manner by which such amount has been determined pursuant to Section 2.4(d)(ii)) (the “Prepayment Amount”);

(iv)that the Lender may accept for prepayment all or any portion of the Loans held by such Lender and that any portion of the Loans accepted for prepayment must be accepted in a minimum amount of $2,000 principal amount;

(v)that, unless Borrower defaults in making such prepayment, any Loan accepted for prepayment pursuant to the Offer to Prepay will cease to accrue interest on and after the Prepayment Date, but that Loan not accepted for prepayment or accepted but not prepaid by Borrower pursuant to the Offer to Prepay will continue to accrue interest at the same rate;

(vi)that, on the Prepayment Date, each Loan accepted for prepayment pursuant to the Offer to Prepay shall become due and payable; provided, that, in the case of Offers to Prepay from Asset Sales, Loans accepted for prepayment exceed the amount of Net Cash Proceeds or Excess Proceeds therefrom, the Loans shall be paid on a pro rata basis.

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(vii)that Lenders will be entitled to withdraw its acceptance of the Offer to Prepay, in whole or in part, if Borrower receives, not later than the close of business on the Expiration Date, a notice sent in accordance with Section 11 hereof setting forth the name of the Lender, the aggregate principal amount of the Loans the Lender accepted for prepayment and a statement that such Lender is withdrawing all or a portion of his acceptance of the Offer to Prepay; and

(viii)that if the Loans having an aggregate principal amount less than or equal to the Prepayment Amount are accepted for prepayment and not withdrawn pursuant to the Offer to Prepay, Borrower shall prepay all such Loans.

“Originating Lender” has the meaning specified therefor in Section 13.1(e) of the Agreement.

“Participant” has the meaning specified therefor in Section 13.1(e) of the Agreement.

“Participant Register” has the meaning specified therefor in Section 13.1(e)(iii) of the Agreement.

“Patent Security Agreement” has the meaning specified therefor in the Security Agreement.

“Patriot Act” has the meaning specified therefor in Section 4.18 of the Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation established under Title IV of ERISA or any other governmental agency, department, or instrumentality succeeding to the functions of said corporation.

“Pension Plan” means any employee pension benefit plan as defined in Section 3(2) of ERISA (including a Multiemployer Plan) and to which Borrower or any ERISA Affiliate may have any liability including by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time within the preceding 5 years or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Permitted Additional Notes Pari Passu Obligations” means obligations under any Additional Notes secured by Liens on the Collateral on a pari passu basis as the Notes issued prior to the date of the Agreement and in compliance with clause (aa) under the definition of “Permitted Liens”; provided that (i) the representative of such Permitted Additional Notes Pari Passu Obligations executes a joinder agreement to the ABL-Notes Intercreditor Agreement, in the form attached thereto agreeing to be bound thereby and (ii) Borrower has designated such Indebtedness as “Permitted Additional Pari Passu Obligations” under the ABL-Notes Intercreditor Agreement.

“Permitted Business” means any business similar in nature to any business conducted by Borrower and its Subsidiaries on the date of the Agreement and any business reasonably ancillary, incidental, complementary or related to the business conducted by Borrower and its Subsidiaries on the date of the Agreement or a reasonable extension, development or expansion thereof, in each case, as determined in good faith by the Board of Directors of Borrower.

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“Permitted Collateral Liens” means:

(a)Liens (i) in favor of the Notes Agent to secure the Notes Obligations and (ii) Liens in favor of the ABL Agent to secure the ABL Obligations and, in each case, any Refinancing Indebtedness thereof, so long as the Liens securing such Notes Obligations, ABL Obligations and Refinancing Indebtedness in respect thereof, in each case, is subject to the terms of the applicable Intercreditor Agreement;

(b)Liens securing the Obligations;

(c)Liens existing on June 18, 2013 (other than Liens specified in clauses (a) and (b) above) and described in Schedule P-1 and any extension, renewal, refinancing or replacement thereof so long as such extension, renewal, refinancing or replacement does not extend to any other property or asset and does not increase the outstanding principal amount thereof (except by the amount of any premium or fee paid or payable or original issue discount in connection with such extension, renewal, replacement or refinancing plus fees and expenses); and

(d)Liens described in clauses (b), (c), (d), (e), (f), (h), (i), (with respect to Liens under clause (f) only), (j), (k), (l), (m), (n), (o), (p), (q), (r), (s), (t), (u), (v), (w), (x) and (aa) of the definition of “Permitted Liens”.

For purposes of determining compliance with this definition, (A) Permitted Collateral Liens need not be incurred solely by reference to one category of Permitted Collateral Liens described in clauses (a) through (d) of this definition but are permitted to be incurred in part under any combination thereof and (B) in the event that an item of Permitted Collateral Liens (or any portion thereof) meets the criteria of one or more of the categories of Permitted Collateral Liens described in clauses (a) through (d) above, Borrower shall, in its sole discretion, classify (and reclassify) such item of Permitted Collateral Liens (or any portion thereof) in any manner that complies with this definition and will only be required to include the amount and type of such item of Permitted Collateral Liens in one of the above clauses and such item of Permitted Collateral Liens will be treated as having been incurred pursuant to only one of such clauses. Notwithstanding anything contained in Section 6.2 or the definitions of “Permitted Collateral Liens” or “Permitted Liens”, no Liens shall secure the ABL Obligations, the Notes Obligations or any Refinancing Indebtedness in respect thereof except pursuant to clause (a) of the definition of the “Permitted Collateral Liens”.

“Permitted Dispositions” means:

(a)sales, abandonment, or other dispositions of Equipment at fair market value that is substantially worn, damaged, or obsolete in the ordinary course of business; provided, however, Borrower may sell, abandon, or otherwise dispose of Equipment at below fair market value so long as such disposals of Equipment since June 18, 2013 do not exceed $3,000,000 in Net Book Value in the aggregate,

(b)sales of Inventory to buyers in the ordinary course of business,

(c)the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of the Agreement or the other Loan Documents,

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(d)the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,

(e)the granting of Permitted Collateral Liens and Permitted Liens,

(f)the sale or discount, in each case without recourse, of Accounts arising in the ordinary course of business, but only in connection with the compromise or collection thereof,

(g)any involuntary loss, damage, or destruction of property,

(h)any involuntary condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property,

(i)the leasing or subleasing of assets and the assignment of leases of Borrower or its Subsidiaries in the ordinary course of business,

(j)the sale or issuance of Stock of Borrower or any Subsidiary to the extent permitted by Section 6.14,

(k)the lapse of registered patents, trademarks and other intellectual property of Borrower and its Subsidiaries to the extent not economically desirable in the conduct of their business and so long as such lapse is not materially adverse to the interests of the Lenders,

(l)the making of a Restricted Junior Payment that is expressly permitted to be made pursuant to the Agreement,

(m)the making of a Permitted Investment,

(n)dispositions in the form of improvements made to leasehold properties in respect of leases that expire or are terminated so long as the fair market value of the assets so disposed of does not exceed $250,000 in the aggregate in any 12-month period,

(o)dispositions of assets acquired by Borrower and its Subsidiaries pursuant to an Investment of the type described in clause (f) of the definition of “Permitted Investment” consummated within 12 months of the date of the proposed Disposition (the “Subject Permitted Acquisition”) so long as (i) the consideration received for the assets to be so disposed is at least equal to the fair market value thereof, (ii) the assets to be so disposed are not necessary or economically desirable in connection with the business of Borrower and its Subsidiaries, and (iii) the assets to be so disposed are readily identifiable as assets acquired pursuant to the Subject Permitted Acquisition,

(p)dispositions of assets (other than Accounts, intellectual property, licenses, Stock of Subsidiaries of Borrower, or Material Contracts) not otherwise permitted in clauses (a) through (o) above or clauses (q) through (u) below so long as made at fair market value and the aggregate fair market value of all assets disposed of in all such dispositions since June 18, 2013 (including the proposed disposition) would not exceed $5,000,000,

(q)[reserved],

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(r)any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind in the ordinary course of business,

(s)sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements or similar binding agreements,

(t)transactions permitted under Section 6.3, and

(u)dispositions of property in exchange for credit against the purchase price for similar replacement property or the cash proceeds are used to purchase such replacement property.

Notwithstanding anything to the contrary herein, with respect to any sale, issuance or other disposition of Stock of a Subsidiary of Borrower permitted hereby, Borrower or its Subsidiaries may only sell, issue, or otherwise dispose of all (and not less than all) of the Stock of such Subsidiary of Borrower.

“Permitted Holder” means (i) T. Michael Riggs and (ii) any Related Party of T. Michael Riggs.

“Permitted Indebtedness” means:

(a)Indebtedness incurred pursuant to, and the issuance or creation of letters of credit and bankers’ acceptances under or in connection with (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the maximum potential liability of Borrower and its Subsidiaries thereunder), one or more ABL Credit Agreements in an aggregate principal amount outstanding under this clause (a) at any time not to exceed (i) any Indebtedness permitted pursuant to clause (k) of the definition of “Permitted Indebtedness” designated as ABL Obligations by Borrower (without duplication of any other Indebtedness outstanding pursuant to such clause on the date of determination) plus (ii) the greatest of (x) $100,000,000, (y) the Borrowing Base (as defined in the Notes Indenture as in effect on the date of the Agreement) as of the date of such incurrence or (z) an amount such that the ABL Priority Leverage Ratio (as defined in the Notes Indenture as in effect on the date of the Agreement) of Borrower and its Subsidiaries would not exceed 1.75 to 1.00; provided, that in no event shall Indebtedness under this clause (a) of the definition of “Permitted Indebtedness” exceed $120,000,000.

(b)the Notes Obligations and the Additional Notes;

(c)Indebtedness, or pension withdrawal liabilities reflected in the most recent consolidated balance sheet of Borrower as of June 18, 2013 that subsequently becomes Indebtedness of Borrower or any Subsidiary outstanding at the time of the date of the Agreement (other than clause (a) or (b) above);

(d)Indebtedness Incurred following June 18, 2013 that is owed to and held by Borrower or its Subsidiaries; provided that if such Indebtedness is owed by Borrower or a Guarantor to a Subsidiary that is not a Guarantor, such Indebtedness shall be subordinated to the prior payment in full of the Obligations pursuant to the Intercompany Subordination Agreement;

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(e)Guarantees Incurred by Borrower or its Subsidiaries of Indebtedness or other obligations of Borrower or its Subsidiaries (including Guarantees by any Subsidiary of Indebtedness under the ABL Credit Agreement and the Notes); provided that (a) such Indebtedness is Permitted Indebtedness or is otherwise Incurred in accordance with Section 6.1 and (b) such Guarantees are subordinated to the Obligations to the same extent as the Indebtedness being guaranteed;

(f)Indebtedness Incurred in respect of workers’ compensation claims, general liability or trucker’s liability claims, unemployment or other insurance and self-insurance obligations, payment obligations in connection with health or other types of social security benefits, indemnity, bid, performance, warranty, release, judgment, appeal, advance payment, customs, surety and similar bonds, letters of credit for operating purposes and completion guarantees and warranties provided or Incurred (including Guarantees thereof) by Borrower or its Subsidiaries in the ordinary course of business;

(g)Indebtedness under Hedging Obligations entered into to manage fluctuations in interest rates, commodity prices and currency exchange rates (and not for speculative purposes);

(h)Indebtedness of Borrower or its Subsidiaries pursuant to Capital Lease Obligations and Purchase Money Indebtedness; provided that the aggregate principal amount of such Indebtedness outstanding at any time under this clause (h) may not exceed the greater of (a) $15,000,000 or (b) 5.0% of Total Assets, in the aggregate;

(i)the issuance by any of the Subsidiaries of Borrower to Borrower or to any of Borrower’s Subsidiaries of shares of preferred stock; provided, however, that:

(1)any subsequent issuance or transfer of stock that results in any such preferred stock being held by a Person other than Borrower or its Subsidiaries; and

(2)any sale or other transfer of any such preferred stock to a Person that is not either Borrower or its Subsidiaries;

shall be deemed, in each case, to constitute an issuance of such preferred stock by such Subsidiary that was not permitted by this clause (i);

(j)Indebtedness arising from (x) customary cash management, cash pooling or setting off arrangements, and automated clearing house transactions, (y) any Bank Product (excluding Hedging Obligations entered into for speculative purposes) or (z) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that any such Indebtedness Incurred pursuant to clause (z) is extinguished within five Business Days of the Incurrence;

(k)Indebtedness of Borrower or its Subsidiaries not otherwise permitted pursuant to this definition (including additional Purchase Money Indebtedness and Capital Lease Obligations), in an aggregate principal amount not to exceed $15,000,000 at any time outstanding;

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(l)Refinancing Indebtedness in respect of any Indebtedness permitted by clauses (a) and (b) above, this clause (l), clause (m) below or Indebtedness Incurred in accordance with clause (a) of Section 6.1;

(m)Acquired Indebtedness incurred by a Subsidiary of Borrower prior to the time that such Subsidiary was acquired or merged into Borrower and was not Indebtedness incurred in connection with, or in contemplation of, such acquisition or merger; provided that immediately after giving effect to any such acquisition or merger on a pro forma basis, Borrower (x) could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in accordance with clause (a) of Section 6.1 or (y) the Consolidated Fixed Charge Coverage Ratio for Borrower and its Subsidiaries would be equal to or greater than such ratio for Borrower and its Subsidiaries immediately prior to such acquisition or merger;

(n)Indebtedness evidenced by this Agreement or the Loan Documents;

(o)Indebtedness consisting of Indebtedness issued by Borrower or any of its Subsidiaries to current or former officers, directors, employees and consultants thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Stock of Borrower or any direct or indirect parent company of Borrower to the extent permitted pursuant to Section 6.9(a);

(p)Indebtedness of Borrower to a Subsidiary of Borrower; provided that any such Indebtedness owing to a Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Obligations pursuant to an Intercompany Subordination Agreement; provided, further, that any subsequent issuance or transfer of any capital Stock or any other event which results in any such Subsidiary ceasing to be a Subsidiary or any other subsequent transfer of any such Indebtedness (except to Borrower or another Subsidiary of Borrower) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (p);

(q)Indebtedness of a Subsidiary of Borrower to Borrower or another Subsidiary of Borrower; provided that, if a Guarantor incurs such Indebtedness to a Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guaranty of such Guarantor pursuant to an Intercompany Subordination Agreement; provided, further, that any subsequent issuance or transfer of capital Stock or any other event that results in any such Subsidiary ceasing to be a Subsidiary of Borrower or any subsequent transfer of any such Indebtedness (except to Borrower or another Subsidiary of Borrower) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (q);

(r)Indebtedness in respect of customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business;

(s)Indebtedness of Borrower or any Subsidiary of borrower consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business;

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(t)Indebtedness Incurred by Borrower or any Subsidiary of Borrower for pension fund withdrawal or partial withdrawal obligations in an amount not to exceed, in the aggregate at any one time outstanding, $5,000,000; and

(u)Indebtedness of any Foreign Subsidiary of Borrower in a maximum principal amount not to exceed $20,000,000 at any time outstanding; provided, that such Indebtedness is not directly or indirectly recourse to any of the Loan Parties or of their respective assets.

“Permitted Investments” means:

(a)Investments in existence on the date of the Agreement and listed on Schedule P-2, and any Investment that replaces, refinances or refunds an existing Investment; provided, that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded, and is made in the same Person as the Investment replaced, refinanced or refunded;

(b)Investments required pursuant to any agreement or obligation of Borrower or its Subsidiaries, in effect on June 18, 2013, to make such Investments;

(c)cash and Cash Equivalents;

(d)(i) Investments in property and other assets owned or used by Borrower or the Guarantors in the operation of a Permitted Business, (ii) Investments made by Foreign Subsidiaries of Borrower in other Foreign Subsidiaries of Borrower, (iii) Investments made by any Loan Party to any Foreign Subsidiary of Borrower in an amount not to exceed $15,000,000 in the aggregate, (iv) Investments made in the form of cash contributions or loans by a Loan Party to a Foreign Subsidiary of Borrower to the extent the proceeds of such cash contributions or loans are used to consummate an Investment permitted under clause (f) of this definition of “Permitted Investment”, (v) to the extent such proceeds are not otherwise applied or utilized in the business of Borrower and its Subsidiaries, Investments made with the net cash proceeds of the sale (other than to a Subsidiary of Borrower) of Qualified Capital Interests of Borrower or any parent of Borrower occurring within 60 days prior to such Investment and (vi) to the extent such proceeds are not otherwise applied or utilized in the business of Borrower and its Subsidiaries, Investments made with the net cash proceeds of Indebtedness of Borrower permitted to be Incurred under Section 6.1(a) of the Agreement and clause (k) of the definition of “Permitted Indebtedness” or any Indebtedness of any Parent, in each case occurring within 60 days prior to such Investment;

(e)guarantees by Borrower or its Subsidiaries of Indebtedness of Borrower or its Subsidiaries otherwise permitted by Section 6.1;

(f)Investments by Borrower or its Subsidiaries in a Person if as a result of such Investment:

(i) such Person becomes a Subsidiary of Borrower or its Subsidiaries or (ii) in one transaction or a series of related transactions, such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated or wound up into, Borrower or any of its Subsidiaries; provided, that in each case, (x) for any transaction involving Borrower, Borrower shall be the surviving entity

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and (y) for any transaction involving one or more Guarantors and one or more non-Loan Parties, a Guarantor shall be the surviving entity; provided further that in order to consummate an acquisition permitted under this clause (f), Borrower and any Loan Party may form a Subsidiary to consummate such acquisition and such Subsidiary may be merged into the acquired Person with the acquired Person being the surviving entity,

(ii)no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Investment,

(iii)(A) after giving effect to such Investment, the ABL Priority Leverage Ratio shall not exceed 3:00:1.00 on a pro forma basis as though such Investment had been consummated on the first day of the four-quarter period prior to the date of the acquisition and (B) the ABL Priority Leverage Ratio is projected (based on reasonable assumptions made in good faith) to not exceed 3:00:1.00 for each fiscal quarter ending on or prior to the Maturity Date (calculated on a trailing four-quarter basis and in any event without giving effect to the proviso at the end of the definition of “EBITDA”),

(iv)upon request of Agent, Borrower shall have provided, copies of the acquisition agreement and other material documents relative to the proposed Acquisition,

(v)the subject assets or Stock, as applicable, are being acquired directly by a Borrower or a Subsidiary of Borrower, and, in connection therewith, Borrower or such Subsidiary shall have complied with Section 5.11 or 5.12, as applicable, of the Agreement, and

(vi)Borrower shall have provided Agent with a certificate certifying compliance with the provisions set forth in subclauses (i) through (v) above, including, where applicable, documentary evidence and detailed calculations of the financial ratios in clause (iii).

(g)Hedging Obligations entered into to manage interest rates, commodity prices and currency exchange rates (and not for speculative purposes) and other Bank Products;

(h)Investments received in settlement of obligations owed to Borrower or its Subsidiaries, as a result of bankruptcy or insolvency proceedings, upon the foreclosure or enforcement of any Lien in favor of Borrower or its Subsidiaries, or settlement of litigation, arbitration or other disputes;

(i)Investments by Borrower or its Subsidiaries not otherwise permitted under this definition, in an aggregate amount not to exceed $15,000,000 at any one time outstanding;

(j)(i) loans and advances (including for travel and relocation) to officers, directors and employees in an amount not to exceed $2,500,000 in the aggregate at any one time outstanding, (ii) loans or advances against, and repurchases of, capital Stock and options of Borrower and its Subsidiaries held by directors, management and employees in connection with any stock option, deferred compensation or similar benefit plans approved by the Board of Directors (or similar governing body) to the extent permitted under Section 6.9(b) and otherwise issued in accordance with the terms of the Agreement and (iii) loans or advances to directors,

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management and employees to pay taxes in respect of capital Stock issued under stock option, deferred compensation or similar benefit plans in an amount not to exceed $2,500,000 in the aggregate at any one time outstanding;

(k)any Investment in any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with a disposition of assets consummated in compliance with Section 6.4;

(l)repurchases of Notes to the extent permitted under Sections 6.7(a) and 6.9(c) and the ABL-Notes Intercreditor Agreement;

(m)pledges or deposits made in the ordinary course of business; and

(n)any Investment so long as the Additional Basket Conditions are met; provided, that with respect to any Investment that is an Acquisition, the conditions in clause (f) of this definition of “Permitted Investments” shall also have been satisfied.

“Permitted Liens” means

(a)Liens existing on June 18, 2013 and described on Schedule P-3;

(b)any Lien for taxes or assessments or other governmental charges or levies not yet delinquent more than 30 days (or which, if so due and payable, are being contested in good faith and for which adequate reserves are being maintained, to the extent required by GAAP);

(c)any carrier’s, warehousemen’s, materialmen’s, mechanic’s, landlord’s, lessor’s or other similar Liens arising by law for sums not then due and payable more than 30 days after giving effect to any applicable grace period (or which, if so due and payable, are being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by GAAP);

(d)minor survey exceptions, minor imperfections of title, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(e)pledges or deposits (i) in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure other types of statutory obligations or the requirements of any official body, or (ii) to secure the performance of tenders, bids, surety or performance bonds, appeal bonds, leases, purchase, construction, sales or servicing contracts and other similar obligations Incurred in the normal course of business consistent with industry practice; or (iii) to obtain or secure obligations with respect to letters of credit, banker’s acceptances, Guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (i) and (ii) above, in each case not Incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred

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purchase price of property or services or imposed by ERISA or the Code in connection with a “plan” (as defined in ERISA) or (iv) arising in connection with any attachment unless such Liens are in excess of $10,000,000 in the aggregate and shall not be satisfied or discharged or stayed pending appeal within 60 days after the entry thereof or the expiration of any such stay;

(f)Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Borrower or its Subsidiaries or becomes a Subsidiary of Borrower or on property acquired by Borrower or its Subsidiaries (and in each case not created or Incurred in anticipation of such transaction), including Liens securing Acquired Indebtedness permitted under this Agreement; provided that such Liens are not extended to the property and assets of Borrower or its Subsidiaries other than the property or assets acquired;

(g)Liens securing Indebtedness of a Guarantor owed to and held by Borrower or Guarantors;

(h)other Liens (not securing Indebtedness) incidental to the conduct of the business of Borrower or its Subsidiaries, as the case may be, or the ownership of their assets which do not individually or in the aggregate materially adversely affect the value of such assets or materially impair the operation of the business of Borrower or its Subsidiaries;

(i)Liens to secure any permitted extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any Indebtedness secured by Liens referred to in the foregoing clauses (a) and (f) and clause (m) below; provided that such Liens do not extend to any other property or assets and the principal amount of the obligations secured by such Liens is not greater than the sum of the outstanding principal amount of the refinanced Indebtedness plus any fees and expenses, including premiums or original issue discount related to such extension, renewal, refinancing or refunding;

(j)Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods incurred in the ordinary course of business;

(k)Liens to secure Capital Lease Obligations or Purchase Money Indebtedness permitted to be Incurred pursuant to clauses (h) and (n) of the definition of “Permitted Indebtedness” covering only the assets financed by or acquired with such Indebtedness;

(l)Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligation in respect of banker’s acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods;

(m)Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided, however, that the Lien may not extend to other property owned by such Person or any of its Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto and any proceeds thereof), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the

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acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(n)Liens on property or shares of Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that (a) the Liens may not extend to any other property owned by such Person or any of its Subsidiaries (other than assets and property affixed or appurtenant thereto and proceeds thereof) and (b) such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary;

(o)Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.3 so long as any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(p)Liens securing Hedging Obligations that are otherwise permitted under this Agreement; provided that such Liens are subject to the provisions of the ABL-Term Loan Intercreditor Agreement;

(q)leases, subleases, licenses or sublicenses granted to others in the ordinary course of business or pursuant to a disposition otherwise permitted hereunder which do not materially interfere with the ordinary conduct of the business of Borrower or its Subsidiaries and do not secure any Indebtedness;

(r)Liens securing Indebtedness (including Capital Lease Obligations and Purchase Money Indebtedness) or other obligations, as measured by principal amount, which, when taken together with the principal amount of all other Indebtedness secured by Liens (excluding Liens permitted by clauses (a) through (q) above and (s) through (aa) below) at the time of determination, does not exceed $15,000,000 in the aggregate at any one time outstanding; provided, that to the extent such liens (other than liens pursuant to Capital Lease Obligations and Purchase Money Indebtedness) attach to any of the Collateral, such Liens shall be junior and subordinate in all respects to the Liens on the Collateral securing the Obligations;

(s)Liens to secure a defeasance trust;

(t)Liens solely on any cash earnest money deposits made by Borrower or any of its Subsidiaries in connection with an acquisition permitted under this Agreement;

(u)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(v)Liens incurred under or in connection with lease and sale/leaseback transactions and novations and any refinancing thereof (and Liens securing obligations under lease transaction documents relating thereto), including, without limitation, Liens over the assets which are the subject of such lease, sale and leaseback, novations, refinancings, assets and contract rights related thereto (including, without limitation, the right to receive rental rebates or deferred sale payments), sublease rights, insurances relating thereto and rental deposits;

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(w)Liens to secure Indebtedness and any related guarantees on assets constituting Collateral that are junior in priority to the Liens on the Collateral securing the Obligations, which junior Liens shall be subject to intercreditor provisions no more favorable to the holders of such junior Liens than those to which the Liens securing the Obligations are subject in relation to the Liens with respect to the applicable Collateral;

(x)(i) Liens arising under the Notes Indenture in favor of the Notes Agent for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Indebtedness permitted to be incurred under the Notes Indenture; provided, however, that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of such Indebtedness and (ii) Liens arising under the Loan Documents in favor of Agent for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Indebtedness permitted to be incurred under the Loan Documents; provided, however, that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of such Indebtedness;

(y)Liens on the assets of Foreign Subsidiaries to secure Indebtedness permitted under clauses (k) and (u) of the definition of “Permitted Indebtedness”;

(z)any extensions, substitutions, replacements or renewals of the foregoing; and

(aa)Liens on the Collateral in respect of any Permitted Additional Notes Pari Passu Obligations in an amount such that at the time of incurrence and after giving pro forma effect thereto, the Consolidated Senior Secured Leverage Ratio would be no greater than 4.25 to 1.00; provided, that Liens under this clause (aa) are secured on a pari passu basis with the Notes issued prior to the date of the Agreement and subject to the provisions of the ABL-Notes Intercreditor Agreement.

“Permitted Preferred Stock” means and refers to any Preferred Stock issued by Borrower (and not by one or more of its Subsidiaries) that is not Prohibited Preferred Stock.

“Permitted Protest” means the right of Borrower or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with respect to such obligation is established on Borrower’s or its Subsidiaries’ books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by Borrower or its Subsidiary, as applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of Agent’s Liens.

“Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

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“Plan” has the meaning given to such term in Section 3(3) of ERISA.

“Preferred Stock” means, as applied to the Stock of any Person, the Stock of any class or classes (however designated) that is preferred with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Stock of any other class of such Person.

“Prepayment Amount” has the meaning specified therefor in the definition of “Offer to Prepay.”

“Prepayment Date” has the meaning specified therefor in the definition of “Offer to Prepay.”

“Prime Rate” means, rate per annum rate appearing in the Wall Street Journal 2 Business Days prior to the commencement of the application of such rate for any interest determination on the Loans, for a term and in an amount comparable to the Interest Period and the amount of the Loan requested by Borrower or outstanding hereunder in accordance with the Agreement (and, if any such rate is below zero, the Prime Rate shall be deemed to be zero), which determination shall be made by Agent and shall be conclusive in the absence of manifest error; provided, that in no event shall the Prime Rate be less than 4.00%.

“Prohibited Preferred Stock” means any Preferred Stock that by its terms is mandatorily redeemable (other than upon a change of control) or subject to any other payment obligation (including any obligation to pay dividends, other than dividends of shares of Preferred Stock of the same class and series payable in kind or dividends of shares of common stock) on or before a date that is less than 91 days after the Maturity Date, or, on or before the date that is less than 91 days after the Maturity Date, is redeemable at the option of the holder thereof for cash or assets or securities (other than distributions in kind of shares of Preferred Stock of the same class and series or of shares of common stock).

“Prohibited Transaction” means any transaction described in Section 406 of ERISA which is not exempt by reason of Section 408 of ERISA, and any transaction described in Section 4975(c) of the IRC which is not exempt by reason of Section 4975(c)(2) or Section 4975(d) of the IRC.

“Projections” means Borrower’s forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with Borrower’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

“Pro Rata Share” means, as of any date of determination:

(a)with respect to a Lender’s right to receive payments of principal, interest, fees, costs, and expenses with respect thereto, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Loans by (z) the outstanding principal amount of all Loans, and

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(b)with respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 15.7 of the Agreement), the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Loans, by (z) the outstanding principal amount of all Loans; provided, however, that if all of the Loans have been repaid in full, Pro Rata Share under this clause shall be determined based upon the Loans outstanding as they existed immediately prior to their termination or reduction to zero.

“Properties” means any properties or assets owned, leased, or primarily operated by Borrower or any of its Subsidiaries.

“Public Lender” has the meaning specified therefor in Section 17.9(c) of the Agreement.

“Purchase Money Indebtedness” means Indebtedness (i) Incurred to finance the purchase, lease or construction (including additions, repairs and improvements thereto) of any assets (other than Stock) of such Person or its Subsidiaries; and (ii) that is secured by a Lien on such assets where the lender’s sole security is to the assets so purchased or constructed (and assets or property affixed or appurtenant thereto and any proceeds thereof); and in either case, that does not exceed 100% of the cost and to the extent the purchase or construction prices for such assets are or should be included in “addition to property, plant or equipment” in accordance with GAAP.

“Qualified Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrower and its Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States.

“Qualified Capital Interests” in any Person means a class of Stock other than Redeemable Capital Interests.

“Qualified Equity Offering” means an underwritten primary public equity offering of Qualified Capital Interests Borrower (or any direct or indirect parent company of Borrower but only to the extent contributed to Borrower or any successor thereto in the form of Qualified Capital Interests) (i) pursuant to an effective registration statement under the Securities Act, other than a registered offering on Form S-8 and (ii) resulting in gross proceeds of at least $100,000,000.

“Real Property” means any estates or interests in real property now owned or hereafter acquired by Borrower or its Subsidiaries and the improvements thereto.

“Real Property Collateral” means the Real Property identified on Schedule R-1 to the Agreement and any Real Property hereafter acquired by Borrower or its Subsidiaries (other than Excluded Real Property).

“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

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“Redeemable Capital Interests” in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Indebtedness of such Person at the option of the holder thereof, in whole or in part, at any time prior to the Maturity Date; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Capital Interests. Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Interests solely because the holders of the equity security have the right to require any of Borrower or its Subsidiaries to repurchase such equity security upon the occurrence of a Change of Control, Qualified Equity Offering or an Asset Sale will not constitute Redeemable Capital Interests if the terms of such equity security provide that Borrower or its Subsidiaries may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with Section 6.9. The amount of Redeemable Capital Interests deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that Borrower and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof, exclusive of accrued dividends.

“Refinancing Indebtedness” means Indebtedness that refunds, refinances, defeases, renews, replaces or extends any Indebtedness permitted to be Incurred by any of Borrower or its Subsidiaries pursuant to the terms of the Agreement, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that:

(a)the Refinancing Indebtedness is subordinated to the Obligations to at least the same extent as the Indebtedness being refunded, refinanced, defeased, renewed, replaced or extended, if such Indebtedness was subordinated to the Obligations,

(b)the Refinancing Indebtedness has a Stated Maturity either (i) no earlier than the Indebtedness being refunded, refinanced or extended or (ii) at least 91 days after the Maturity Date,

(c)the Refinancing Indebtedness has a weighted average life to maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the weighted average life to maturity of the Indebtedness being refunded, refinanced, defeased, renewed, replaced or extended,

(d)such Refinancing Indebtedness is in an aggregate principal amount that is less than or equal to the sum of (i) the aggregate principal or accreted amount (in the case of any Indebtedness issued with original issue discount, as such) then outstanding under the Indebtedness being refunded, refinanced, defeased, renewed, replaced or extended; (ii) the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of pre-existing optional prepayment provisions on such Indebtedness being refunded, refinanced, defeased, renewed, replaced or extended; and (ii) the amount of reasonable and customary fees, expenses and costs related to the Incurrence of such Refinancing Indebtedness,

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(e)such Refinancing Indebtedness is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, replaced, defeased, or extended, and

(f)(i) in the case of the Note Obligations, refunds, refinancings, defeases, renewals, replacements or extensions thereof so long as such transaction is consummated in accordance with the ABL-Notes Intercreditor Agreement and (ii) in the case of the ABL Obligations, refunds, refinancings, defeases, renewals, replacements or extensions thereof so long as such transaction is consummated in accordance with the ABL-Term Loan Intercreditor Agreement.

“Register” has the meaning specified therefor in Section 2.3(f).

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Party” means: (i) any family member (in the case of an individual) of a Person described in clause (i) of the definition of Permitted Holder; or (ii) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 50% or more controlling or beneficial interest of which consist of any one or more Permitted Holder.

“Remedial Action” means all actions taken to comply with Environmental Law, including (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.

“Reorganization Plan” has the meaning specified therefor in Section 13.1(i)(iv) of the Agreement.

“Replacement Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement.

“Report” has the meaning specified therefor in Section 15.16 of the Agreement.

“Reportable Event” has the meaning given to such term in Section 4043 of ERISA or the regulations thereunder, excluding any event for which the PBGC has by regulation waived the 30 day notice requirement, or a withdrawal from a plan described in Section 4063 of ERISA.

“Required Lender Consent Items” has the meaning specified therefor in Section 13.1(j) of the Agreement.

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“Required Lenders” means, at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments and (b) thereafter, the aggregate unpaid principal amount of the Loans then outstanding.

“Restricted Junior Payment” means to (a) declare or pay any dividend or make any other payment or distribution (i) on account of Stock issued by Borrower (including any payment in connection with any merger or consolidation involving Borrower) or (ii) on account of Stock issued (x) by any Subsidiary of Borrower or (y) to the direct or indirect holders of Stock issued by a Borrower in their capacity as such (other than dividends or distributions payable in Stock (other than Prohibited Preferred Stock) issued by Borrower or dividends or distributions to a Borrower (other than Borrower)), (b) purchase, redeem, make any sinking fund or similar payment, or otherwise acquire or retire for value (including in connection with any merger or consolidation involving Borrower) any Stock issued by Borrower, or (c) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire Stock of Borrower now or hereafter outstanding.

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

“Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC.

“SEC” means the United States Securities and Exchange Commission and any successor thereto.

“Section 956 Subsidiary” means (i) any first tier Subsidiary of any Loan Party that is a CFC, and (ii) any Subsidiary of any Loan Party that is not a CFC but which (1) owns equity in one or more CFCs and owns no other material assets or (2) is disregarded as separate from its owner for United States federal income tax purposes and owns equity in one or more CFCs.

“Securities Account” means a securities account (as that term is defined in the Code).

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Security Agreement” means a security agreement, dated as of even date with the Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Borrower and Guarantors to Agent.

“Security Agreement Joinder” has the meaning specified therefor in Section 5.11.

“Solvent” means with respect to a particular date and entity, that on such date: (i) the fair value of the assets of such entity, including the earning potential of such assets as part of a reasonable going concern sale process conducted with appropriate diligence and speed by a reputable investment bank, would not be less than the total amount required to pay the probable liability of such entity on its total existing debts and liabilities as they become absolute and

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matured; (ii) such entity is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) such entity does not have, intend to incur or believe that it will incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature and become due in the normal course of business; (iv) such entity is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital; and (v) such entity is not a defendant in any civil action that would result in a final, non-appealable judgment of a court of competent jurisdiction for money damages that such entity would become unable to satisfy.

“Stated Maturity” means, with respect to any Indebtedness or any installment of interest thereon, means the date specified in the instrument governing such Indebtedness as the fixed date on which the principal of such Indebtedness or such installment of interest is due and payable, including any date upon which a repurchase at the option of the holders of such Indebtedness is required to be consummated.

“Stock” means all shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

“Subsidiary” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the shares of Stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.

“Taxes” means any taxes, levies, imposts, duties, deductions, withholdings (including backup), fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein and all interest, penalties, additions to tax, or similar liabilities with respect thereto.

“Tax Lender” has the meaning specified therefor in Section 14.2(a) of the Agreement.

“Trademark Security Agreement” has the meaning specified therefor in the Security Agreement.

“Transactions” means the execution, delivery and performance by Borrower and the other Loan Parties of this Agreement and the other Loan Documents, the borrowing of the Loans, the use of proceeds thereof and the payment of premiums, fees and expenses in connection therewith and the transactions related thereto.

“Treasury Rate” means, as obtained by Borrower, with respect to the Loans, as of the applicable prepayment date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such prepayment date or, in the case of a satisfaction, discharge or

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defeasance, at least two (2) Business Days prior to the payment and discharge the entire Obligations (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to the Maturity Date; provided, however, that if the period from such redemption date to the Maturity Date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“United States” means the United States of America.

“Vehicle” shall mean all trucks, trailers, tractors, and other substantially similar mobile equipment and other substantially similar vehicles used in the transportation of automobiles, wherever located.

“Vehicle Collateral Agency Agreement” means that certain Second Amended and Restated Collateral Agency Agreement, dated as of the Closing Date, among Agent, Notes Agent, Existing ABL Agent, Borrower, and Vehicle Collateral Agent, and further amended or supplemented from time to time.

“Vehicle Collateral Agent” means Corporation Services Company, a Delaware corporation.

“Voidable Transfer” has the meaning specified therefor in Section 17.8 of the Agreement.

“Welfare Plan” has the meaning given to such term in Section 3(1) of ERISA.

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Schedule 3.1

(a)Agent shall have received each of the following documents, in form and substance satisfactory to Agent and Lenders, duly executed, and each such document shall be in full force and effect:

(i)the Credit Agreement,

(ii)the Security Agreement,

(iii)the Guaranty Agreement,

(iv)the ABL Joinder Agreement (as defined in the ABL-Notes Intercreditor Agreement),

(v)the ABL-Term Loan Intercreditor Agreement,

(vi)the Vehicle Collateral Agency Agreement; and

(vii)an amendment to the Existing ABL Credit Agreement providing that (x) the execution, delivery and performance of the Loan Documents, (y) the granting of Liens to secure the Obligations and (z) the payment of the Obligations, in each case, are permitted under the ABL Loan Documents; and

(viii)the Intercompany Subordination Agreement.

(b)Agent shall have received a certificate from the Secretary of each Loan Party (i) attesting to the resolutions of such Loan Party’s Board of Directors or equivalent governing body authorizing its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Loan Party is a party, (ii) authorizing specific officers of such Loan Party to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party;

(c)Agent shall have received copies of each Loan Party’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Loan Party;

(d)Agent shall have received a certificate of status with respect to each Loan Party, dated within 60 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction;

(e)Agent shall have received certificates of status with respect to each Loan Party, each dated within 60 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions;

(f)Agent shall have received certificates of insurance, together with the endorsements thereto, as are required by Section 5.6 of this Agreement, the form and substance of which shall be satisfactory to Agent;

(g)Agent shall have received an opinion of Borrower’s counsel (with respect to New York, Delaware, Missouri, and New Jersey) as well as an opinion of special counsel in the states of California, Kansas, Oklahoma and Wisconsin, each in form and substance satisfactory to Agent;

(h)Agent shall have received, with a signed counterpart for each Lender, a certificate executed by a responsible officer on behalf of Borrower, dated the Closing Date and in the form of Exhibit 3.1(h) hereto, stating (i) that the representations and warranties of Borrower or its Subsidiaries contained in this Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case they shall be true and correct in all material respects on such date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)); (ii) that no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof and (iii) the conditions set forth on this Schedule 3.1 have been fully satisfied or waived by Borrower and/or its Subsidiaries or waived by Agent and the Lenders (except that no opinion is expressed as to Agent’s or any Lender’s satisfaction with any document, instrument or other matter);

(i)On the Closing Date, both before and after giving effect to the Transaction there shall be no facts, events or circumstances then existing which materially adversely affects the business, financial condition or operations of Borrower and its Subsidiaries taken as a whole since December 31, 2013;

(j)No action, suit or proceeding (including, without limitation, any inquiry or investigation) by any entity (private or governmental) shall be pending or, to the knowledge of Borrower, threatened against Borrower or any of its Subsidiaries or with respect to this Agreement, any other Loan Document or any documentation executed in connection herewith or the transactions contemplated hereby or which would reasonably be expected to have a Material Adverse Effect, and no injunction or other restraining order shall remain effective or a hearing therefor remain pending or noticed with respect to this Agreement, any other Loan Document or any documentation executed in connection herewith or the transactions contemplated hereby, the effect of which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(k)Agent and the Lenders shall have received a solvency certificate in the form of Exhibit 3.1(k), signed by the chief financial officer of Borrower;

(l)Agent and each Lender shall have received audited consolidated balance sheets at December 31, 2013, statements of income and cash flows at December 31, 2013 and interim unaudited financial statements at March 31, 2014, June 30, 2014 and September 30, 2014 and unaudited balance sheets for the fiscal year ending December 31, 2014;

(m)proper Form UCC-1 financing statements for filing under the Code necessary or, in the reasonable opinion of Agent and the Lenders, desirable to perfect the security interests purported to be created by the Security Agreement;

(n)Agent shall have completed (i) Patriot Act searches, OFAC/PEP searches and customary individual background checks for each Loan Party, and (ii) OFAC/PEP searches and

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customary individual background searches for Borrower’s senior management and key principals, and each Guarantor, in each case, the results of which shall be satisfactory to Agent;

(o)Borrower shall have paid (i) the fees set forth in the Fee Letter and (ii) all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement;

(p)Borrower and each of its Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrower or its Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby;

(q)all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with the transactions contemplated by the Loan Documents shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of all or any part of the transactions contemplated by the Loan Documents.  Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing material adverse conditions upon all or any part of the transactions contemplated by the Loan Documents;

(r)IP Security Agreements, in recordable form for the United States Patent and Trademark Office and United States Copyright Office, as applicable, duly executed by each Loan Party, with respect to Patents, Trademarks, and Copyrights (each such capitalized term as defined in the Security Agreement) that are the subject of a registration or application in the United States, together with evidence that all actions that the Agent deems reasonably necessary or desirable in order to perfect the Liens created under such IP Security Agreements in such intellectual property in the United States have been taken or shall be taken within the time specified by the Agent;

(s)Agent shall have received a certificate, executed by Borrower, and evidence that such certificate has been delivered to the Notes Collateral Agent and the Bank Collateral Agent (as each such term is defined in the ABL-Notes Intercreditor Agreement), certifying that the Credit Agreement, the other Loan Documents and the Obligations incurred therein are permitted (i) to be incurred by the Credit Facility Loan Documents and the Notes Documents (as each such term is defined in the ABL-Notes Intercreditor Agreement) and (ii) by the Credit Facility Loan Documents and the Notes Documents (as each such term is defined in the ABL-Notes Intercreditor Agreement) to be subject to the provisions of the ABL-Notes Intercreditor Agreement (as Credit Facility Obligations (as such term is defined in the ABL-Notes Intercreditor Agreement) and the ABL Credit Agreement (as such term is defined in the ABL-Notes Intercreditor Agreement; and

(t)all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent.

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SCHEDULE 5.1

Deliver to Agent (and if so requested by Agent, with copies for each Lender), each of the financial statements, reports, or other items set forth below at the following times in form reasonably satisfactory to Agent:

upon request by Agent, as soon as available, but in any event (i) within 30 days after the end of any non-December month during each of Borrower’s fiscal years, and (ii) within 60 days after the end of each December month	(a)an unaudited consolidated balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity covering Borrower’s and its Subsidiaries’ operations during such period and period-to-date and each compared to the prior applicable period and plan, together with a corresponding discussion and analysis of results from management, and
	(b)a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA, ABL Priority Leverage Ratio, Consolidated Fixed Charges, and Consolidated Fixed Charge Coverage Ratio (such EBITDA, Consolidated Fixed Charges and Consolidated Fixed Charge Coverage Ratio shall be certified only to the extent Indebtedness Incurred pursuant to Section 6.1(a) and such EBITDA and ABL Priority Leverage Ratio shall be certified only to the extent an Investment is made pursuant to clause (f) of the definition of “Permitted Investments”).
upon request by Agent, as soon as available, but in any event within 120 days after the end of each of Borrower’s fiscal years	(c)consolidated financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (i) “going concern” or like qualification or exception, or (ii) qualification or exception as to the scope of such audit), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity, and such audit opinion), and
	(d)a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA, ABL Priority Leverage Ratio, Consolidated Fixed Charges, and Consolidated Fixed Charge Coverage Ratio (such EBITDA, Consolidated Fixed Charges and Consolidated Fixed Charge Coverage Ratio shall be certified only to the extent Indebtedness Incurred pursuant to Section 6.1(a) and such EBITDA and ABL Priority Leverage Ratio shall be certified only to the extent an Investment is made pursuant to

	clause (f) of the definition of “Permitted Investments”).
upon request by Agent, as soon as available, but in any event within 30 days after the start of each of Borrower’s fiscal years,	(e)copies of Borrower’s Projections, in form and substance (including as to scope and underlying assumptions) reasonably satisfactory to Agent, for the forthcoming fiscal year, month by month, certified by the chief financial officer of Borrower as being such officer’s good faith estimate of the financial performance of Borrower during the period covered thereby.
upon request by Agent, if and when filed publicly by Borrower,	(f)Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports,
	(g)any other filings made by Borrower with the SEC, and
	(h)any other written information that is provided by Borrower to its shareholders generally but solely in their capacity as shareholders.
upon request by Agent, if and when provided by Borrower,	(i)any financial reporting (including borrowing base certificates and statements of accounts) given to the Notes Agent pursuant to the Notes Documents or to the ABL Agent pursuant to the ABL Documents (unless already provided to Agent under the Loan Documents).
promptly, but in any event within 5 Business Days after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default,	(j)notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto.
upon request by Agent, promptly, but in any event within 5 Business Days after Borrower has knowledge of (i) the termination of any Material Contract or labor contract, (ii) the initiation of any labor negotiations with respect to any labor contract, or (iii) the occurrence of any labor strike affecting Borrower or any Guarantors,	(k)notice and detailed summary of such event or condition.
upon request by Agent, promptly after the	(l)notice of all actions, suits, or proceedings brought by or against Borrower or any of its Subsidiaries before any

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commencement thereof, but in any event within 5 Business Days after the service of process with respect thereto on Borrower or any of its Subsidiaries,	Governmental Authority which reasonably could be expected to result in a Material Adverse Change, and
	(m)any Event of Default (as defined in the Notes Indenture) under the Notes Documents or any Event of Default (as defined in the ABL Credit Agreement) under the ABL Loan Documents.
upon reasonable request by Agent,	(n)notice of any distribution, payment, or Investment pursuant to Section 6.7 or 6.9 requiring compliance with the Additional Basket Conditions, and evidence of Borrower’s compliance with such preconditions of such distribution or payment as set forth in the definition of “Additional Basket Conditions”.
	(o)notice of any Indebtedness pursuant to Section 6.1 or Restricted Junior Payment or Investment pursuant to Sections 6.9(j) and 6.11(a) requiring compliance with the preconditions specified therein, and evidence of Borrower’s compliance with such preconditions.
upon the request of Agent,	(p)any other information reasonably requested relating to the financial condition of Borrower or its Subsidiaries.

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SCHEDULE 5.2

Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times in form reasonably satisfactory to Agent:

Upon request by Agent	(a)copies of purchase orders and invoices for Vehicles acquired by Borrower or its Subsidiaries,
	(b)notice of all claims, offsets, or disputes asserted by Account Debtors with respect to Borrower’s and its Subsidiaries’ Accounts,
	(c)copies of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in the reasonable discretion of Agent, from time to time,
	(d)such other reports as to the Collateral or the financial condition of Borrower and its Subsidiaries, as Agent may reasonably request,
	(e)a detailed list of Borrower’s and its Subsidiaries’ customers, with address and contact information, and
	(f)a report regarding Borrower’s and its Subsidiaries’ accrued, but unpaid, ad valorem taxes.

Schedule 5.17

1.Within 60 days after the Closing Date, Loan Parties shall deliver executed Control Agreements and Controlled Account Agreements for each Deposit Account and Securities Account of any Loan Party (i) which is subject to a control agreement or similar arrangement in favor of the ABL Agent and/or the Notes Agent, (ii) has an aggregate amount of greater than $250,000, or (iii) is not an Excluded Deposit Account or a controlled disbursement account of the type described in Section 6.11(b)(iv).

2.Within 30 days after the Closing Date, Loan Parties shall use commercially reasonable efforts to deliver Collateral Access Agreements, executed by the applicable third parties in favor of Agent, for each location where a Collateral Access Agreement is in place in favor of the ABL Agent and/or the Notes Agent.

3.Within 90 days after the Closing Date, Loan Parties shall cause the Lien of Agent in respect of Vehicles titled in the State of Texas to be noted on such certificate of title, in form and substance reasonably acceptable to Agent.

EX-10.8.2

Exhibit 10.8.2

AMENDMENT NO. 1 TO CREDIT AGREEMENT

Amendment No. 1 to Credit Agreement, dated as of December 23, 2015 (this “Amendment”), among Jack Cooper Holdings Corp., a Delaware corporation (the “Borrower”), the lenders party hereto (collectively, the “Lenders”), and MSDC JC Investments, LLC, as agent for the Lenders (in such capacity, the “Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Agent, and the Lenders are party to that certain Credit Agreement, dated as of March 31, 2015 (the “Credit Agreement”);

WHEREAS, the Borrower has requested that certain provisions of the Credit Agreement be amended pursuant to Section 14.1 of the Credit Agreement in the manner and on the terms set forth herein; and

WHEREAS, the Borrower, the Agent, and the Lenders signatory hereto have agreed to amend certain provisions of the Credit Agreement as provided for herein to extend the Maturity Date and amend the interest rates therein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE I

Defined Terms

Section 1.1.Defined Terms.  Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein.

ARTICLE II

Section 2.1.Amendments as of the Amendment Effective Date.  Effective as of the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as set forth below:

(a)Section 3.2 of the Credit Agreement is amended by deleting Section 3.2 in its  entirety and replacing it with the following new Section 3.2:

“3.2.  Maturity.  This Agreement shall continue in full force and effect for a term ending on October 18, 2018 (the “Maturity Date”).”

Section 2.2.Amendments as of January 2, 2016.  Effective as of January 2, 2016, the Credit Agreement is hereby amended as set forth below:

(a)Section 2.4 of the Credit Agreement is amended by inserting immediately after the term “IPO” in Section 2.4(d)(i) the phrase “the Adjusted Applicable Premium and”.

(b)Section 2.6 of the Credit Agreement is amended by replacing “6.00%” in Section 2.6(a) with “7.00%.”

(c)Section 2.12 of the Credit Agreement is amended by replacing “6.0%” in Section 2.12(d) with “7.00%” and “5.0%” with “6.00%”.

(d)Schedule 1.1 of the Credit Agreement is amended by inserting the following definition in proper alphabetical order:

““Adjusted Applicable Premium” means, as of the date of any prepayment made with the proceeds of an IPO, the amount equal to the sum of the present value of all scheduled interest payments that would be due on the Loans on or after the date of prepayment through the Maturity Date if such Loans had not been prepaid (computed using a discount rate equal to the Treasury Rate as of such date of prepayment plus 50 basis points) and assuming, solely for purposes of this calculation, that the interest rate applicable to the Loans is 1.00% per annum.”

ARTICLE III

Conditions to Effectiveness

This Amendment shall become effective on the date (the “Amendment Effective Date”) on which:

(a)the Agent (or its counsel) shall have received from (i) the Agent, (ii) the Borrower and the Guarantors, and (iii) the Lenders, counterparts of this Amendment signed on behalf of such parties (which may include telecopy or other electronic transmission of a signed signature page of this Amendment); and

(b)the Agent shall have received, for the benefit of each Lender, the amendment fee set forth in the fee letter, dated as of the date hereof, between the Agent and the Borrower.

ARTICLE IV

Representation and Warranties.

(a)The Borrower hereby affirms to the Agent and the Lenders that all of the Borrower’s representations and warranties set forth in the Credit Agreement, after giving effect to this Amendment, are true, complete, and accurate in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date).

(b)The Borrower and each Guarantor represents and warrants (i) it has the requisite corporate or limited liability company power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended hereby) to which it is a party and (ii) the execution, delivery, and performance by the Borrower and each Guarantor of this Amendment has been duly approved by all necessary corporate or limited liability company action and does not (A) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Loan Party or its Subsidiaries except to the extent that any such conflict, breach, or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (C) result in or require the creation or imposition of any Lien of any

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nature whatsoever upon any assets of any Loan Party, other than Permitted Collateral Liens or Permitted Liens, or (D) require any approval of any Loan Party’s interestholders or any approval or consent of any Person under any Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change.

(c)The Borrower and each Guarantor represents and warrants this Amendment (i) has been duly executed and delivered by the Borrower or such Guarantor and (ii) is the legal, valid, and binding obligation of the Borrower or such Guarantor, enforceable against the Borrower or such Guarantor in accordance with its terms, and is in full force and effect, except to the extent that (A) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting generally the enforcement of creditors’ rights or general principles of equity or (B) the availability of the remedies of specific performance or injunctive relief are subject to the discretion of the court before which any proceeding therefor may be brought.

ARTICLE V

No Defaults

The Borrower hereby affirms to the Agent and the Lenders that no Default or Event of Default has occurred and is continuing as of the date hereof.

ARTICLE VI

Miscellaneous

Section 6.1.Acknowledgment.  The Borrower and each Guarantor hereby acknowledges and reaffirms (a) all of its obligations and duties under the Loan Documents, and (b) that the Agent, for the ratable benefit of the Lender Group, has, and shall continue to have after the effectiveness of this Amendment, valid, perfected Liens in the Collateral (other than (i) in respect of Vehicles that are subject to a certificate of title and as to which the Agent has elected not to note its Lien on the applicable certificate of title, (ii) Commercial Tort Claims  and letter-of-credit rights that are not required to be perfected by the terms of the Security Agreement, and (iii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.11 of the Credit Agreement).

Section 6.2.Costs and Expenses.  The Borrower shall pay to the Agent all of the Agent’s reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable and documented out-of-pocket fees and expenses of its counsel) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents.

Section 6.3.Limited Effect.  In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Credit Agreement, the terms and provisions of this Amendment shall govern.  In all other respects, the Credit Agreement, as amended and supplemented hereby, shall remain in full force and effect.

Section 6.4.Counterparts; Effectiveness.  This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original.  All such counterparts, taken together, shall constitute but

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one and the same Amendment.  This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto and satisfaction of each of the other conditions precedent set forth in Article III hereof.  This Amendment is a Loan Document and is subject to all the terms and conditions, and entitled to all the protections, applicable to Loan Documents generally.

Section 6.5.Choice of Law and Venue; Jury Trial Waiver; Judicial Reference.  SECTION 12 OF THE CREDIT AGREEMENT IS INCORPORATED HEREIN BY REFERENCE MUTATIS MUTANDIS.

Section 6.6.Reaffirmation of Guaranties.  Each of the undersigned Guarantors hereby reaffirms and agrees that: (a) the Guaranty and the Loan Documents to which it is a party shall remain in full force and effect (including, without limitation, any security interests granted therein) after this Amendment is consummated as if consummated contemporaneously therewith; (b) nothing in the Loan Documents to which it is a party obligates the Agent or the Lenders to notify such Guarantor of any changes in the financial accommodations made available to the Loan Parties or to seek reaffirmations of the Loan Documents to which such Guarantor is a party; and (c) no requirement to so notify such Guarantor or to seek such Guarantor’s reaffirmation in the future shall be implied by this Section 6.6.

Section 6.7.Headings.  The headings and numbers set forth in this Amendment are for convenience only and shall not limit or otherwise affect the meaning hereof.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.

JACK COOPER HOLDINGS CORP.
By:	/s/ T. Michael Riggs
Name:		T. Michael Riggs
Title:		Chief Executive Officer
AUTO HANDLING CORPORATION
By:	/s/ T. Michael Riggs
Name:		T. Michael Riggs
Title:		Chief Executive Officer
JACK COOPER LOGISTICS, LLC
By:	/s/ T. Michael Riggs
Name:		T. Michael Riggs
Title:		Chief Executive Officer
JACK COOPER TRANSPORT COMPANY, INC.
By:	/s/ T. Michael Riggs
Name:		T. Michael Riggs
Title:		Chief Executive Officer
PACIFIC MOTOR TRUCKING COMPANY
By:	/s/ T. Michael Riggs
Name:		T. Michael Riggs
Title:		Chief Executive Officer

[Signature Page to Amendment No. 1]

JACK COOPER SPECIALIZED TRANSPORT, INC.
By:	/s/ T. Michael Riggs
Name: T. Michael Riggs
Title: Chief Executive Officer
AUTO EXPORT SHIPPING, INC.
By:	/s/ T. Michael Riggs
Name: T. Michael Riggs
Title: Chief Executive Officer
AXIS LOGISTIC SERVICES, INC.
By:	/s/ T. Michael Riggs
Name: T. Michael Riggs
Title: Chief Executive Officer
JACK COOPER CT SERVICES, INC.
By:	/s/ T. Michael Riggs
Name: T. Michael Riggs
Title: Chief Executive Officer
JACK COOPER RAIL AND SHUTTLE, INC.
By:	/s/ T. Michael Riggs
Name: T. Michael Riggs
Title: Chief Executive Officer

[Signature Page to Amendment No. 1]

MSDC JC INVESTMENTS, LLC, as Agent and Lender
By:	/s/ Marcello Liguori
Name: Marcello Liguori
Title: Vice President

[Signature Page to Amendment No. 1]

EX-10.8.3

Exhibit 10.8.3

SECURITY AGREEMENT

EXECUTION VERSION

This SECURITY AGREEMENT (this “Agreement”), dated as of April 2, 2015,  among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and MSDC JC Investments, LLC, in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement dated March 31, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Borrower”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, Agent has agreed to act as agent for the benefit of the Lender Group in connection with the transactions contemplated by the Credit Agreement and this Agreement; and

WHEREAS, in order to induce the Lender Group to enter into the Credit Agreement and the other Loan Documents and to induce the Lender Group to continue to make financial accommodations to Borrower as provided for in the Credit Agreement and the other Loan Documents, Grantors have agreed to grant a continuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of, among other things, the Secured Obligations.

NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.Defined Terms.  All initially capitalized terms used herein (including in the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Credit Agreement (including Schedule 1.1 thereto).  Any terms (whether capitalized or lower case) used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Credit Agreement; provided, however, that to the extent that the Code is used to define any term used herein and if such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.  In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

(a)“Account” means an account (as that term is defined in Article 9 of the Code).

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(b)“Account Debtor” means an account debtor (as that term is defined in the Code).

(c)“Activation Instruction” has the meaning specified therefor in Section 6(k).

(d)“Agent” has the meaning specified therefor in the preamble to this Agreement.

(e)“Agent’s Lien” has the meaning specified therefor in the Credit Agreement.

(f)“Agreement” has the meaning specified therefor in the preamble to this Agreement.

(g)“Books” means books and records (including each Grantor’s Records indicating, summarizing, or evidencing such Grantor’s assets (including the Collateral) or liabilities, each Grantor’s Records relating to such Grantor’s business operations or financial condition, and each Grantor’s goods or General Intangibles related to such information).

(h)“Borrower” shall have the meaning specified therefor in the recitals to this Agreement.

(i)“Cash Equivalents” has the meaning specified therefor in the Credit Agreement.

(j)“CFC” means a controlled foreign corporation (as that term is defined in Section 957 of the IRC and the Treasury Regulations thereunder).

(k)“Chattel Paper” means chattel paper (as that term is defined in the Code), and includes tangible chattel paper and electronic chattel paper.

(l)“Code” means the New York Uniform Commercial Code, as in effect from time to time; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the perfection, priority, or remedies with respect to Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such perfection, priority, or remedies.

(m)“Collateral” has the meaning specified therefor in Section 2.

(n)“Collections” has the meaning specified therefor in the Credit Agreement.

(o)“Commercial Tort Claims” means commercial tort claims (as that term is defined in the Code), and includes those commercial tort claims listed on Schedule 1.

(p)“Controlled Account” has the meaning specified therefor in Section 6(k).

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(q)“Controlled Account Agreements” means those certain cash management agreements, in form and substance reasonably satisfactory to Agent, each of which is executed and delivered by a Grantor, Agent, and one of the Controlled Account Banks.

(r)“Controlled Account Bank” has the meaning specified therefor in Section 6(k).

(s)“Copyrights” means any and all rights in any works of authorship, including (i) copyrights and moral rights, (ii) copyright registrations and recordings thereof and all applications in connection therewith including those listed on Schedule 2, (iii) income, license fees, royalties, damages, and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (iv) the right to sue for past, present, and future infringements thereof, and (v) all of each Grantor’s rights corresponding thereto throughout the world.

(t)“Copyright Security Agreement” means each Copyright Security Agreement executed and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit A.

(u)“Credit Agreement” has the meaning specified therefor in the recitals to this Agreement.

(v)“Deposit Account” means a deposit account (as that term is defined in the Code).

(w)“Equipment” means equipment (as that term is defined in the Code).

(x)“Event of Default” has the meaning specified therefor in the Credit Agreement.

(y)“Excluded Collateral” has the meaning specified in Section 2 of this Agreement.

(z)“Excluded Deposit Account” means any Deposit Account or Securities Account the balance of which consists exclusively of (a) withheld income taxes and federal, state or local employment taxes in such amounts as are required to be paid to the Internal Revenue Service or state or local government agencies within the following two months with respect to employees of any Grantor and (b) amounts required to be paid over to an employee benefit plan pursuant to Department of Labor Regulation Sec. 2510.3-102 on behalf of or for the benefit of employees of any Grantor, and all segregated Deposit Accounts constituting (and the balance of which consists solely of funds set aside in connection with) tax accounts, payroll accounts and trust accounts and (c) pledges and deposits permitted by clauses (e), (p), (t) and (u) of the definition of Permitted Liens.

(aa)“Fixtures” means fixtures (as that term is defined in the Code).

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(bb)“General Intangibles” means general intangibles (as that term is defined in the Code), and includes payment intangibles, contract rights, rights to payment, rights under Hedge Agreements (including the right to receive payment on account of the termination (voluntarily or involuntarily) of any such Hedge Agreements), rights arising under common law, statutes, or regulations, choses or things in action, goodwill, Intellectual Property, Intellectual Property Licenses, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership or limited liability company which do not constitute a security under Article 8 of the Code, and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable Collateral, and oil, gas, or other minerals before extraction.

(cc)“Grantor” and “Grantors” have the respective meanings specified therefor in the preamble to this Agreement.

(dd)“Guaranty” has the meaning specified therefor in the Credit Agreement.

(ee)“Insolvency Proceeding” has the meaning specified therefor in the Credit Agreement.

(ff)“Intellectual Property” means any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions (whether or not patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints, drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other forms of technology or proprietary information of any kind, including all rights therein and all applications for registration or registrations thereof.

(gg)“Intellectual Property Licenses” means, with respect to any Person (the “Specified Party”), (i) any licenses or other similar rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person, and (ii) any licenses or other similar rights provided to any other Person in or with respect to Intellectual Property owned or controlled by the Specified Party, in each case, including (A) any software license agreements (other than license agreements for commercially available off-the-shelf software that is generally available to the public which have been licensed to a Grantor pursuant to end-user licenses), (B) the license agreements listed on Schedule 3, and (C) the right to use any of the licenses or other similar rights described in this definition in connection with the enforcement of the Lender Group’s rights under the Loan Documents.

(hh)“Inventory” means inventory (as that term is defined in the Code).

(ii)“Investment Related Property” means (i) any and all investment property (as that term is defined in the Code), and (ii) any and all of the following (regardless of whether classified as investment property under the Code):  all Pledged Interests, Pledged Operating

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Agreements, and Pledged Partnership Agreements, but excluding, in each case, the Excluded Collateral.

(jj)“IRC” means the Internal Revenue Code of 1986, as in effect from time to time.

(kk)“Joinder” means each Joinder to this Agreement executed and delivered by Agent and each of the other parties listed on the signature pages thereto, in substantially the form of Annex 1.

(ll)“Lender Group” has the meaning specified therefor in the Credit Agreement.

(mm)“Lender” and “Lenders” have the respective meanings specified therefor in the recitals to this Agreement.

(nn)“Loan Documents” has the meaning specified therefor in the Credit Agreement.

(oo)“Negotiable Collateral” means letters of credit, letter-of-credit rights, instruments, promissory notes, drafts and documents (as each such term is defined in the Code).

(pp)“Obligations” has the meaning specified therefor in the Credit Agreement.

(qq)“Patents” means patents and patent applications, including (i) the patents and patent applications listed on Schedule 4, (ii) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (iii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (iv) the right to sue for past, present, and future infringements thereof, and (v) all of each Grantor’s rights corresponding thereto throughout the world.

(rr)“Patent Security Agreement” means each Patent Security Agreement executed and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit B.

(ss)“Permitted Liens” has the meaning specified therefor in the Credit Agreement.

(tt)“Person” has the meaning specified therefor in the Credit Agreement.

(uu)“Pledged Companies” means each Person listed on Schedule 6 as a “Pledged Company”, together with each other Person, all or a portion of whose Stock is acquired or otherwise owned by a Grantor after the Closing Date.

(vv)“Pledged Interests” means all of each Grantor’s right, title and interest in and to all of the Stock now owned or hereafter acquired by such Grantor, regardless of class or

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designation, including in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Stock, the right to receive any certificates representing any of the Stock, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing, but excluding any Excluded Collateral.

(ww)“Pledged Interests Addendum” means a Pledged Interests Addendum substantially in the form of Exhibit C.

(xx)“Pledged Note” has the meaning specified therefor in Section 5(i).

(yy)“Pledged Operating Agreements” means all of each Grantor’s rights, powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies.

(zz)“Pledged Partnership Agreements” means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

(aaa)“Proceeds” has the meaning specified therefor in Section 2.

(bbb)“PTO” means the United States Patent and Trademark Office.

(ccc)“Real Property” means any estates or interests in real property now owned or hereafter acquired by any Grantor and the improvements thereto.

(ddd)“Records” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

(eee)“Section 956 Subsidiary” means (i) any Grantor which (1) owns equity in one or more CFCs and owns no other material assets or (2) is disregarded as separate from its owner for United States federal income tax purposes and owns equity in one or more CFCs and (ii) any first tier Subsidiary of any Grantor that is a CFC.

(fff)“Secured Obligations” means the Obligations (as defined in the Credit Agreement).

(ggg)“Securities Account” means a securities account (as that term is defined in the Code).

(hhh)“Security Interest” has the meaning specified therefor in Section 2.

(iii)“Stock” has the meaning specified therefor in the Credit Agreement.

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(jjj)“Supporting Obligations” means supporting obligations (as such term is defined in the Code), and includes letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments or Investment Related Property.

(kkk)“Trademarks” means any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including (i) the trade names, registered trademarks, trademark applications, registered service marks and service mark applications listed on Schedule 5, (ii) all renewals thereof, (iii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iv) the right to sue for past, present and future infringements and dilutions thereof, (v) the goodwill of each Grantor’s business symbolized by the foregoing or connected therewith, and (vi) all of each Grantor’s rights corresponding thereto throughout the world.

(lll)“Trademark Security Agreement” means each Trademark Security Agreement executed and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit D.

(mmm)“URL” means “uniform resource locator,” an internet web address.

(nnn)“VIN” has the meaning specified therefor in Section 5(h).

2.Grant of Security.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit of each member of the Lender Group, to secure the Secured Obligations, a continuing security interest (hereinafter referred to as the “Security Interest”) in all of such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (the “Collateral”):

(a)all of such Grantor’s Accounts;

(b)all of such Grantor’s Books;

(c)all of such Grantor’s Chattel Paper;

(d)all of such Grantor’s Deposit Accounts (other than the Excluded Deposit Accounts);

(e)all of such Grantor’s Equipment and Fixtures;

(f)all of such Grantor’s General Intangibles;

(g)all of such Grantor’s Inventory;

(h)all of such Grantor’s Investment Related Property;

(i)all of such Grantor’s Negotiable Collateral;

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(j)all of such Grantor’s Supporting Obligations;

(k)all of such Grantor’s Commercial Tort Claims;

(l)all of such Grantor’s money, Cash Equivalents, or other assets of such Grantor that now or hereafter come into the possession, custody, or control of Agent (or its agent or designee) or any other member of the Lender Group; and

(m)all of the proceeds (as such term is defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”).  Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to any Grantor or Agent from time to time with respect to any of the Investment Related Property.

Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” (and any references thereto or to any assets comprising the “Collateral” (including the use of defined terms hereunder)) shall not include: (i) equity in excess of 65% of the total voting equity of any Section 956 Subsidiary (and none of the equity of any Subsidiary of such Section 956 Subsidiary); (ii) any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor to which any Grantor is a party or any of its rights or interest in any contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor if the grant of a security interest or Lien therein shall constitute or would result in (a) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, or (b) a breach or termination pursuant to the terms of, or a default under, any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, or 9-409 of the Code (or any successor provision or provisions) or any other applicable law; provided, however, that such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor that does not result in any of the consequences specified in clauses (a) or (b) above; provided, further, that such security interest shall attach to the right to receive the payment of money (including, without limitation, Accounts and General Intangibles) or any

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other rights referred to in certain sections of the Code (or any successor provision or provisions) and to the proceeds of any such contract, lease, permit, license, charter, agreement or license agreement covering real or personal property of any Grantor (unless such proceeds would otherwise be excluded pursuant to clauses (a) or (b) above); (iii) any property for which attaching a security interest would result in the forfeiture of the Grantor’s rights over the property, including U.S. intent-to-use application for trademark or service mark registration prior to the filing and acceptance by the PTO of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to use trademark or service mark applicable under applicable federal law; (iv) any Intellectual Property that is protectable, registered or applied for solely under the laws of jurisdictions outside the United States and any other assets located outside the United States to the extent a Lien on such assets cannot be perfected by the filing of a Code financing statement in the jurisdiction of organization of the applicable Grantor, unless, in each case, a Lien has been granted to secure the ABL Obligations or the Notes Obligations; (v)  Excluded Deposit Accounts; (vi) any asset securing Capitalized Lease Obligations or Purchase Money Indebtedness permitted under the Credit Agreement, in each case, to the extent the grant of a security interest or Lien thereon to Agent is prohibited by the terms of such Indebtedness; (vii) Excluded Real Property and any leased real property; (viii) any property or assets to the extent that any law applicable thereto prohibits the creation of a security interest therein or would require a consent not obtained of any Governmental Authority and (ix) any Stock in Persons that are not wholly-owned Subsidiaries of Borrower that are subject to an enforceable negative pledge provision and (x) assets subject to liens permitted pursuant to clauses (e)(i)-(iii), (s), (t) and (u) of the definition of Permitted Liens to the extent the grant of a security interest or lien thereon to Agent is prohibited by the terms thereof] (collectively, the “Excluded Collateral”).

3.Security for Secured Obligations.  The Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Lender Group, or any of them, but for the fact that they are unenforceable or not allowable (in whole or in part) as a claim in an Insolvency Proceeding involving any Grantor due to the existence of such Insolvency Proceeding.

4.Grantors Remain Liable.  Anything herein to the contrary notwithstanding, (a) each of the Grantors shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Agent or any other member of the Lender Group of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) none of the members of the Lender Group shall have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the members of the Lender Group be obligated to perform any of the obligations or duties of any Grantors thereunder or to take any action to collect or enforce any claim for payment in which a security interest is granted hereunder.  Until an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement, the Credit Agreement, or any other Loan Document,

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Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, subject to and upon the terms hereof and of the Credit Agreement and the other Loan Documents.  Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, dividend, and distribution rights, shall remain in the applicable Grantor until (i) the occurrence and continuance of an Event of Default and (ii) Agent has notified the applicable Grantor of Agent’s election to exercise such rights with respect to the Pledged Interests pursuant to Section 15.

5.Representations and Warranties.  Each Grantor hereby represents and warrants to Agent, for the benefit of the Lender Group, which representations and warranties shall be true, correct, and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), as of the Closing Date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

(a)The exact legal name of each of the Grantors is set forth on the signature pages of this Agreement or a written notice provided to Agent pursuant to Section 6.5 of the Credit Agreement.

(b)Schedule 7 sets forth all Real Property owned by any of the Grantors as of the Closing Date.

(c)As of the Closing Date: (i) Schedule 2 provides a complete and correct list of all registered Copyrights owned by any Grantor, all applications for registration of Copyrights owned by any Grantor, and all other Copyrights owned by any Grantor and material to the conduct of the business of any Grantor; (ii) Schedule 3 provides a complete and correct list of all Intellectual Property Licenses entered into by any Grantor pursuant to which (A) any Grantor has provided any license or other rights in Intellectual Property owned or controlled by such Grantor to any other Person or (B) any Person has granted to any Grantor any license or other rights in Intellectual Property owned or controlled by such Person that is material to the business of such Grantor, excluding any off-the-shelf software licenses granted in the ordinary course of business but including any Intellectual Property that is incorporated in any Inventory, software, or other product marketed, sold, licensed, or distributed by such Grantor; (iii) Schedule 4 provides a complete and correct list of all issued Patents owned by any Grantor and all applications for Patents owned by any Grantor; and (iv) Schedule 5 provides a complete and correct list of all registered Trademarks owned by any Grantor, all applications for registration of Trademarks owned by any Grantor, and all other Trademarks owned by any Grantor and material to the conduct of the business of any Grantor.

(d)(i) Each Grantor owns exclusively or holds licenses in all Intellectual Property that is necessary and material to the conduct of its business;

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(ii)to each Grantor’s knowledge after reasonable inquiry, no Person has infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights owned by such Grantor, in each case, that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Change;

(iii)(A) to each Grantor’s knowledge after reasonable inquiry, (1) such Grantor has never infringed or misappropriated and is not currently infringing or misappropriating any Intellectual Property rights of any Person, and (2) no product manufactured, used, distributed, licensed, or sold by or service provided by such Grantor has ever infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights of any Person, in each case, except where such infringement or misappropriation either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Change, and (B) there are no pending, or to any Grantor’s knowledge after reasonable inquiry, threatened in writing infringement or misappropriation claims or proceedings pending against any Grantor, and no Grantor has received any notice or other communication of any actual or alleged infringement or misappropriation of any Intellectual Property rights of any Person, in each case, except where such infringement or misappropriation either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Change;

(iv)to each Grantor’s knowledge after reasonable inquiry, all registered Copyrights, registered Trademarks, and issued Patents that are owned by such Grantor and necessary and material in and to the conduct of its business are valid, subsisting and enforceable and in compliance in all material respects with all legal requirements, filings, and payments and other actions that are required to maintain such Intellectual Property in full force and effect; and

(v)each Grantor has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all trade secrets owned by such Grantor that are necessary and material in the business of such Grantor;

(e)This Agreement creates a valid security interest in the Collateral of each Grantor, to the extent a security interest therein can be created under the Code, securing the payment of the Secured Obligations.  Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Code, all filings and other actions necessary to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements listing each applicable Grantor, as a debtor, and Agent, as secured party, in the jurisdictions listed next to such Grantor’s name on Schedule 8.  Upon the making of such filings, Agent shall have a first priority perfected security interest in the Collateral of each Grantor (subject to Permitted Liens and the Intercreditor Agreements) to the extent such security interest can be perfected by the filing of a financing statement in the jurisdictions listed on Schedule 8.  Upon the effectiveness of the filing of the Copyright Security Agreement with the United States Copyright Office (with respect to United States registered copyrights and copyright applications, if any), filing of the Patent Security Agreement and the Trademark Security Agreement with the PTO (with respect to United States registered Trademarks and Trademark applications (other than Excluded Collateral) and United States registered Patents and Patent applications, if any), and the filing of appropriate financing statements in the jurisdictions listed on Schedule 8, all action necessary to protect and perfect the

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Security Interest in and to on such Patents, Trademarks, or Copyrights, as applicable, has been taken and such perfected Security Interest is enforceable as such as against any and all creditors of and purchasers from any Grantor (subject to Permitted Liens).  To the extent required by the Loan Documents, all action by any Grantor requested by Agent necessary to perfect such security interest on each item of Collateral has been duly taken.

(f)(i) Except for the Security Interest created hereby and except as expressly permitted in the Credit Agreement, each Grantor is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Liens, of the Pledged Interests indicated on Schedule 6 as being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Closing Date; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid and nonassessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Stock of the Pledged Companies of such Grantor identified on Schedule 6 as supplemented or modified by any Pledged Interests Addendum or any Joinder to this Agreement; (iii) such Grantor has the right and requisite authority to pledge, the Investment Related Property pledged by such Grantor to Agent as provided herein; (iv) all actions necessary to perfect and establish the first priority (subject to the Intercreditor Agreements and Permitted Liens) of, or otherwise protect, Agent’s Liens in the Investment Related Property (to the extent constituting Collateral), and the proceeds thereof, have been duly taken, subject to local perfection requirements with respect to non-United States jurisdictions (which shall not be required) upon (A) the execution and delivery of this Agreement; (B) the taking of possession by Agent (or the Notes Agent, as its agent or designee, or the ABL Agent, as its agent or designee, or any other agent or designee) of any certificates representing the Pledged Interests, together with undated powers (or other documents of transfer acceptable to Agent) endorsed in blank by the applicable Grantor; (C) the filing of financing statements in the applicable jurisdiction set forth on Schedule 8 for such Grantor with respect to the Pledged Interests of such Grantor that are not securities under Article 8 of the Code, and (D) with respect to any Securities Accounts, the delivery of Control Agreements with respect thereto; and (v) each Grantor has delivered to and deposited with Agent (or the Notes Agent, as its agent or designee, or the ABL Agent, as its agent or designee) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, and undated powers (or other documents of transfer acceptable to Agent) endorsed in blank with respect to such certificates.  None of the Pledged Interests owned or held by such Grantor has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject.  The terms of this Section 5(f) shall be subject in all respects to the provisions of the Intercreditor Agreements.

(g)Subject to local perfection requirements with respect to non-United States jurisdictions where Agent has not requested compliance, no consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the grant of a Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by Agent of the voting or other rights provided for in this Agreement (subject to Section 15(a)) with respect to the Investment Related Property or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of Investment Related Property by laws affecting

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the offering and sale of securities generally and except for consents, approvals, authorizations or other orders or actions that have been obtained or given (as applicable) and that are currently in force.  No Intellectual Property License of any Grantor that is necessary and material to the conduct of such Grantor’s business requires any consent of any other Person in order for such Grantor to grant the security interest granted hereunder in such Grantor’s right, title or interest in or to such Intellectual Property License.

(h)Schedule 9 sets forth all motor vehicles owned by Grantors as of the Closing Date, by model, model year and vehicle identification number (“VIN”).

(i)As of the Closing Date, except in each case as disclosed to Agent in writing, there is no default, breach, violation, or event of acceleration existing under any promissory note (as defined in the Code) constituting Collateral and pledged hereunder (each a “Pledged Note”) and no event has occurred or circumstance exists which, with the passage of time or the giving of notice, or both, would constitute a default, breach, violation, or event of acceleration under any Pledged Note.  Except as otherwise determined in the reasonable business judgment of such Grantor, no Grantor that is an obligee under a Pledged Note has waived any default, breach, violation, or event of acceleration under such Pledged Note.

(j)As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents and warrants that the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on securities exchanges or in securities markets, (B) do not constitute investment company securities, and (C) are not held by such Grantor in a securities account.  In addition, except as indicated on Schedule 6, as of the Closing Date, or any Pledged Interests Addendum, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

6.Covenants.  Each Grantor, jointly and severally, covenants and agrees with Agent that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 22, subject to the terms of the Intercreditor Agreements:

(a)Possession of Collateral.  In the event that any Collateral, including Proceeds, is evidenced by or consists of Negotiable Collateral, Investment Related Property, or Chattel Paper, in each case, having an aggregate value or face amount of $500,000 or more for all such Negotiable Collateral, Investment Related Property, or Chattel Paper, the Grantors shall promptly (and in any event within five (5) Business Days after receipt thereof), notify Agent thereof, and if and to the extent that perfection or priority of Agent’s Security Interest is dependent on or enhanced by possession, the applicable Grantor, promptly (and in any event within five (5) Business Days) after the reasonable request by Agent (subject to the terms of the Intercreditor Agreements), shall execute such other documents and instruments as shall be reasonably requested by Agent or, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment Related Property, or Chattel Paper to Agent, together with such undated powers (or other relevant document of transfer reasonably acceptable to Agent) endorsed in blank as shall be requested by Agent, and shall, subject to the terms of the

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Intercreditor Agreements, do such other acts or things deemed necessary by Agent to protect Agent’s Security Interest therein;

(b)Chattel Paper.

(i)Promptly (and in any event within five (5) Business Days) after request by Agent, each Grantor shall take all steps reasonably necessary (subject to the terms of the Intercreditor Agreements) to grant Agent control of all electronic Chattel Paper in accordance with the Code and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction, to the extent that the aggregate value or face amount of such electronic Chattel Paper equals or exceeds $500,000;

(ii)If any Grantor retains possession of any Chattel Paper or instruments (which retention of possession shall be subject to the extent permitted hereby and by the Credit Agreement), to the extent that the aggregate face value of such Chattel Paper or instruments equals or exceeds $500,000, promptly upon the reasonable request of Agent but subject to the terms of the Intercreditor Agreements, such Chattel Paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security Interest of MSDC JC Investments, LLC, as Agent for the benefit of the Lender Group;

(c)Control Agreements.

(i)Except to the extent otherwise excused by the Loan Documents, each Grantor shall obtain an authenticated Control Agreement (which may include a Controlled Account Agreement), from each bank maintaining a Deposit Account for such Grantor;

(ii)Except to the extent otherwise excused by the Loan Documents and to the extent constituting Collateral, each Grantor shall obtain an authenticated Control Agreement, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor;

(iii)Except to the extent otherwise excused by the Loan Documents and except with respect to certificated securities, each Grantor shall obtain an authenticated Control Agreement with respect to all of such Grantor’s investment property;

(d)Letter-of-Credit Rights.  If the Grantors (or any of them) are or become the beneficiary of letters of credit having a face amount or value of $500,000 or more in the aggregate, then the applicable Grantor or Grantors shall promptly (and in any event within five (5) Business Days after becoming a beneficiary), notify Agent thereof and, promptly (and in any event within fifteen (15) Business Days) after reasonable request by Agent, enter into a tri-party agreement with Agent and the issuer or confirming bank with respect to letter-of-credit rights collaterally assigning such letter-of-credit rights to Agent and, upon the occurrence and continuance of an Event of Default, directing all payments thereunder to Agent’s Account (in each case, subject to the terms of the Intercreditor Agreements), all in form and substance reasonably satisfactory to Agent;

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(e)Commercial Tort Claims.  If the Grantors (or any of them) obtain Commercial Tort Claims having a value, or involving an asserted claim, in the amount of $1,000,000 or more in the aggregate for all Commercial Tort Claims, then the applicable Grantor or Grantors shall promptly (and in any event within five (5) Business Days of obtaining such Commercial Tort Claim), notify Agent upon incurring or otherwise obtaining such Commercial Tort Claims and, promptly (and in any event within five (5) Business Days) after request by Agent, amend Schedule 1 to describe such Commercial Tort Claims in a manner that reasonably identifies such Commercial Tort Claims and which is otherwise reasonably satisfactory to Agent, and each Grantor hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such Commercial Tort Claims, and agrees to do such other acts or things deemed necessary or desirable by Agent to give Agent a first priority, perfected security interest in any such Commercial Tort Claim (subject to the Intercreditor Agreements. Permitted Collateral Liens and Permitted Liens);

(f)Government Contracts.  Other than Accounts and Chattel Paper the aggregate value of which does not at any one time exceed $500,000, if any Account or Chattel Paper arises out of a contract or contracts with the United States of America or any department, agency, or instrumentality thereof, Grantors shall promptly (and in any event within five (5) Business Days of the creation thereof) notify Agent thereof and, promptly (and in any event within ten (10) Business Days) after request by Agent, execute any instruments or take any steps reasonably required by Agent in order that all moneys due or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the Lender Group, and shall provide written notice thereof under the Assignment of Claims Act or other applicable law;

(g)Intellectual Property.

(i)Upon the request of Agent, in order to facilitate filings with the PTO and the United States Copyright Office, each Grantor shall execute and deliver to Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to further evidence Agent’s Lien on such Grantor’s United States Patents, Trademarks, or Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby;

(ii)Each Grantor shall have the duty, with respect to Intellectual Property that is necessary in and material to the conduct of such Grantor’s business, to protect and diligently enforce and defend as may be commercially reasonable at such Grantor’s expense its Intellectual Property, except as permitted by the Credit Agreement, including (A) to diligently enforce and defend as may be commercially reasonable, including promptly suing for infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, and filing for opposition, interference, and cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any trademark application or service mark application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including paying all maintenance fees and

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filing of applications for renewal, affidavits of use, and affidavits of noncontestability, and (E) to use commercially reasonable efforts to require all employees, consultants, and contractors of each Grantor who were involved in the creation or development of such Intellectual Property to sign agreements containing assignment of Intellectual Property rights and, if applicable, obligations of confidentiality.  Each Grantor further agrees not to abandon any Intellectual Property or Intellectual Property License that is necessary in and material to the conduct of such Grantor’s business, except as permitted by the Credit Agreement.  Each Grantor hereby agrees to take the steps described in this Section 6(g)(ii) with respect to all new or acquired Intellectual Property to which it or any of its Subsidiaries is now or later becomes entitled that is necessary in and material to the conduct of such Grantor’s business;

(iii)Grantors acknowledge and agree that the Lender Group shall have no duties with respect to any Intellectual Property or Intellectual Property Licenses of any Grantor.  Without limiting the generality of this Section 6(g)(iii), Grantors acknowledge and agree that no member of the Lender Group shall be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property Licenses against any other Person, but any member of the Lender Group may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable documented fees and out-of-pocket expenses of attorneys of outside counsel and other professionals) shall be for the sole account of Borrower and shall be repaid by Borrower in accordance with the terms herein and the Credit Agreement;

(iv)Each Grantor shall promptly file an application with the United States Copyright Office for any United States Copyright that has not been registered with the United States Copyright Office if such Copyright is necessary in connection with and material to the conduct of such Grantor’s business.  Any expenses incurred in connection with the foregoing shall be borne by the Grantors;

(v)On each date on which a Compliance Certificate is delivered by Borrower pursuant to Section 5.1 of the Credit Agreement, each Grantor shall provide Agent with a written report of all new Patents or Trademarks that are registered or the subject of pending applications for registrations, and of all Intellectual Property Licenses that are necessary and material to the conduct of such Grantor’s business, in each case, which were acquired, registered, or for which applications for registration were filed by any Grantor during the prior period to which such Compliance Certificate relates and any statement of use or amendment to allege use with respect to intent-to-use trademark applications.  In the case of such registrations or applications therefor, which were acquired by any Grantor, each such Grantor shall file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof, if such is the case) of such Intellectual Property.  In each of the foregoing cases, the applicable Grantor shall promptly cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such Patent and Trademark registrations and applications therefor (with the exception of Excluded Collateral) as being subject to the security interests created thereunder;

(vi)Anything to the contrary in this Agreement notwithstanding, in no event shall any Grantor, either itself or through any agent, employee, licensee, or designee, file

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an application for the registration of any Copyright with the United States Copyright Office or any similar office or agency in another country without giving Agent written notice thereof at least three (3) Business Days prior to such filing and complying with Section 6(g)(i).  Upon receipt from the United States Copyright Office of notice of registration of any Copyright, each Grantor shall promptly (but in no event later than five (5) Business Days following such receipt) notify (but without duplication of any notice required by Section 6(g)(vii)) Agent of such registration by delivering, or causing to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such Copyright.  If any Grantor acquires from any Person any Copyright registered with the United States Copyright Office or an application to register any Copyright with the United States Copyright Office, such Grantor shall promptly (but in no event later than five (5) Business Days following its actual knowledge of such acquisition) notify Agent of such acquisition and deliver, or cause to be delivered, to Agent, documentation sufficient for Agent to perfect Agent’s Liens on such Copyright.  In the case of such Copyright registrations or applications therefor which were acquired by any Grantor, each such Grantor shall promptly (but in no event later than five (5) Business Days following its actual knowledge of such acquisition) file the necessary documents with the appropriate Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof, if such is the case) of such Copyrights;

(vii)Each Grantor shall take commercially reasonable steps to maintain the confidentiality of, and otherwise protect and enforce its rights in, the Intellectual Property that is necessary in and material to the conduct of such Grantor’s business, including, as applicable (A) protecting the secrecy and confidentiality of its confidential information and trade secrets by using commercially reasonable efforts to require all current employees, consultants, licensees, vendors and contractors with access to such information to execute appropriate confidentiality agreements; (B) taking actions commercially reasonably necessary to ensure that no trade secret falls into the public domain; and (C) protecting the secrecy and confidentiality of the source code of all software programs and applications of which it is the owner or licensee by using commercially reasonable efforts to require any licensees (or sublicensees) of such source code to enter into license agreements with commercially reasonable use and non-disclosure restrictions; and

(viii)No Grantor shall enter into any Intellectual Property License to receive any license or rights in any Intellectual Property of any other Person that is material and necessary to the business of the Grantors unless such Grantor has used commercially reasonable efforts to permit the collateral assignment of or grant of a security interest in such Intellectual Property License (and all rights of Grantor thereunder) to the (and any transferees of Agent);

(h)Investment Related Property.

(i)If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests (constituting Collateral) after the Closing Date, it shall promptly (and in any event within twenty (20) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests;

(ii)Upon the occurrence and during the continuance of an Event of Default, following the request of Agent, all sums of money and property paid or distributed in

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respect of the Investment Related Property constituting Collateral that are received by any Grantor shall be held by such Grantor in trust for the benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it forthwith to Agent in the exact form received;

(iii)Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests that may reasonably be expected to materially affect the pledge of the Pledged Interests hereunder;

(iv)No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests, in each case to the extent that the same is prohibited pursuant to the Loan Documents;

(v)Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Related Property (it being understood that no non-United States governed pledge agreements shall be required) or to effect any sale or transfer thereof in connection with Agent’s exercise of remedies in accordance with the Loan Documents;

(vi)As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account.  In addition, as of the Closing Date, except as indicated on Schedule 6 or any Pledged Interests Addendum, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

(i)Real Property; Fixtures.  Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property not constituting Excluded Real Property, it will promptly (and in any event within five (5) Business Days of acquisition) notify Agent of the acquisition of such Real Property, to the extent required by the Credit Agreement, and will, within twenty (20) Business Days of such acquisition, grant to Agent, for the benefit of the Lender Group, a first priority Mortgage (subject to Permitted Liens and the Intercreditor Agreements) on each fee interest in such Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its reasonable discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable and documented attorneys fees of outside counsel and out-

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of-pocket expenses) incurred in connection therewith.  Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

(j)Transfers and Other Liens.  Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Collateral Liens.  The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

(k)Controlled Accounts.

(i)Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 6(k) (each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its Account Debtors forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the fifth (5th) Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks.

(ii)Each Grantor shall establish, within the time frame specified in the Credit Agreement, and thereafter maintain Controlled Account Agreements with Agent and the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent.  Each such Controlled Account Agreement shall provide, among other things, unless otherwise agreed by Agent in writing that (A) the Controlled Account Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment or other chargebacks, and (C) upon the instruction of Agent (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to Agent’s Account.  Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless an Event of Default has occurred and is continuing at the time such Activation Instruction is issued.  Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction (the “Rescission”) if: (1) the Event of Default was based on the occurrence of an Event of Default, such Event of Default has been waived in writing or cured in accordance with the terms of the Credit Agreement and (2) no additional Event of Default has occurred and is continuing prior to the date of the Rescission.

(iii)So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 6(k) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to Agent, and (B) to the extent required by the Credit Agreement

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or the other Loan Documents, prior to the time of the opening of such Controlled Account that is not an Excluded Deposit Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement.  After Payment in Full of WFCF Priority Debt (as such term is defined in the ABL-Term Loan Intercreditor Agreement), each Grantor shall close any of its Controlled Accounts (and establish replacement Controlled Accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within ninety (90) days of written notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s reasonable judgment;

(l)Vehicles.

(i)Subject to the Intercreditor Agreements, with respect to all Vehicles owned by any Grantor, Grantor shall deliver to Agent (or Vehicle Collateral Agent at Agent’s discretion), a certificate of title for all such Vehicles and shall take all necessary action to cause Agent’s Lien to be noted thereon in the appropriate state motor vehicle filing office in accordance with the Vehicle Collateral Agency Agreement or cause Agent’s security interest in such vehicles to be perfected through any other security arrangement reasonably acceptable to Agent in its sole discretion, and in the event any state motor vehicle filing office sends to any Grantor any such title certificates, each Grantor shall promptly (and in any event within five (5) Business Days) deliver to Agent (or Vehicle Collateral Agent at Agent’s discretion) such title certificates after receipt;

(ii)Each Grantor shall at all times maintain records with respect to Vehicles reasonably satisfactory to Agent, keeping reasonably detailed records that are accurate in all material respects describing the Vehicles, the quality and repair records with respect thereto, and such Grantor’s cost therefor;

(iii)Each Grantor shall conduct a physical count or inventory of the Vehicles at least once each year but at any time or times as Agent may request on or after an Event of Default, and promptly following such physical count or inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent in its reasonable discretion concerning such physical count or inventory;

(iv)Each Grantor shall use, store and maintain the Vehicles with all reasonable care and caution and in accordance with applicable standards of any insurance (it being understood that the Grantors shall be permitted to self-insure on a basis consistent with commercially reasonable business practices; the parties acknowledge that Grantors’ self-insurance practices in effect on the Closing Date are commercially reasonable business practices as of such date) and in conformity with applicable laws in all material respects (including any federal or state motor vehicles statutes, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); and

(v)Each Grantor agrees that Agent shall have no responsibility or liability arising from or relating to the use, sale or other disposition of any Vehicles.

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(m)Pledged Notes.  Except in such Grantors’ reasonable business judgment, Grantors (i) without the prior written consent of Agent, will not (A) waive or release any material obligation of any Person that is obligated under any of the Pledged Notes, (B) take or omit to take any action or knowingly suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Pledged Notes, or (C) other than Permitted Dispositions or Permitted Liens, assign or surrender their rights and interests under any of the Pledged Notes or terminate, cancel, modify, change, supplement or amend the Pledged Notes, and (ii) shall provide to Agent copies of all material written notices (including notices of default) given or received with respect to the Pledged Notes with a face value in excess of $500,000 promptly after giving or receiving such notice.

7.Relation to Other Security Documents and Other Loan Documents.  The provisions of this Agreement shall be read and construed with the other Loan Documents referred to below in the manner so indicated.

(a)Credit Agreement.  In the event of any conflict between any provision in this Agreement and a provision in the Credit Agreement, such provision of the Credit Agreement shall control.

(b)Patent, Trademark, Copyright Security Agreements.  The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Agent hereunder.  In the event of any conflict between any provision in this Agreement and a provision in a Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, such provision of this Agreement shall control.

(c)Intercreditor Agreements.  Agent, on behalf of itself and the Lender Group, (a) consents to the subordination of Liens provided for in the Intercreditor Agreements, and (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreements.  Agent, on behalf of itself and the Lender Group, hereby agrees that the terms, conditions, and provisions contained in this Agreement are subject to the Intercreditor Agreements and, in the event of a conflict between the terms of the Intercreditor Agreements and this Agreement, the terms of the Intercreditor Agreements shall govern and control.  Prior to the Discharge of Notes Obligations (as such term is defined in the ABL-Notes Intercreditor Agreement) any requirement of this Agreement to deliver Notes Priority Collateral (as such term is defined in the Intercreditor Agreements) to Agent shall be satisfied by delivery of such Notes Priority Collateral to the Notes Collateral Agent (as such term is defined in the Intercreditor Agreements). Prior to the Payment in Full of WFCF Priority Debt any requirement of this Agreement to deliver any Pledged Interests or Pledged Notes to Agent shall be satisfied by delivery of such Pledged Interests or Pledged Notes to the ABL Agent.

8.Further Assurances.

(a)Each Grantor agrees that from time to time, at its own expense, such Grantor will promptly execute and deliver all further instruments and documents, and take all

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further action, that Agent may reasonably request to the extent required hereunder, in order to perfect and protect the Security Interest granted hereby, to create, perfect or protect the Security Interest purported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.

(b)Each Grantor authorizes the filing by Agent of financing or continuation statements, or amendments thereto, and such Grantor will execute and deliver to Agent such other instruments or notices, as Agent may reasonably request to the extent required hereunder, in order to perfect and preserve the Security Interest granted or purported to be granted hereby.

(c)Each Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance.  Each Grantor also hereby ratifies any and all financing statements or amendments previously filed by Agent in any jurisdiction.

(d)Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Code.

9.Agent’s Right to Perform Contracts, Exercise Rights, etc.  Upon the occurrence and during the continuance of an Event of Default, Agent (or its designee) (a) may proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could, subject to the notice requirement under Section 15(a), (b) shall have the right to use any Grantor’s rights under Intellectual Property Licenses in connection with the enforcement of Agent’s rights hereunder, including the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses, and (c) subject to the notice requirement under Section 15(a) shall have the right to request that any Stock that is pledged hereunder be registered in the name of Agent or any of its nominees.

10.Agent Appointed Attorney-in-Fact.  Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

(a)to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor;

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(b)to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent;

(c)to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper;

(d)to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral;

(e)to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;

(f)to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor;

(g)to execute and deliver in any Grantor’s name, Agent’s name or the name of Agent’s designee, to any department of motor vehicles or other governmental authority powers of attorney in such Grantor’s name, and to complete in such Grantor’s name any application or other document or instrument required, in each case, in order to have the Lien and security interest of Agent with respect to any Vehicles noted on any certificate of title with respect to such Vehicles; and

(h)Agent, on behalf of the Lender Group, shall have the right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and execute any and all proper documents reasonably required by Agent in aid of such enforcement.

To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.  This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated.

11.Agent May Perform.  If any Grantor fails to perform any agreement contained herein, Agent may itself perform, or cause performance of, such agreement (after giving effect to any applicable grace period), and the reasonable expenses of Agent incurred in connection therewith shall be payable, jointly and severally, by Grantors.

12.Agent’s Duties.  The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral, for the benefit of the Lender Group, and shall not impose any duty upon Agent to exercise any such powers.  Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.  Agent shall be

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deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property.

13.Collection of Accounts, General Intangibles and Negotiable Collateral.  At any time upon the occurrence and during the continuance of an Event of Default, Agent or Agent’s designee may (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral of such Grantor have been assigned to Agent, for the benefit of the Lender Group, or that Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral of any Grantor directly, and any collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Loan Documents.

14.Disposition of Pledged Interests by Agent.  None of the Pledged Interests existing as of the date of this Agreement are, and none of the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or qualified under the various federal or state securities laws of the United States and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration.  Each Grantor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market.  Each Grantor, therefore, agrees that:  (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner.

15.Voting and Other Rights in Respect of Pledged Interests.

(a)Upon the occurrence and during the continuation of an Event of Default, (i) Agent may, at its option, and with two (2) Business Days prior written notice to any Grantor, and in addition to all rights and remedies available to Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of the Pledged Interests owned by such Grantor, but under no circumstances is Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Agent duly exercises its right to vote any of such Pledged Interests, each Grantor hereby appoints Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be.  The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable.

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(b)For so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that it will not, without the prior written consent of Agent, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of Agent, the other members of the Lender Group or the value of the Pledged Interests.

(c)This Section 15 shall be subject to the Intercreditor Agreements in all respects.

16.Remedies.  Upon the occurrence and during the continuance of an Event of Default:

(a)Agent may, and, at the instruction of the Required Lenders, shall exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the Code or any other applicable law.  Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, Agent without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at one or more locations where such Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as Agent may deem commercially reasonable.  Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to the applicable Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code.  Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  Each Grantor agrees that (A) the internet shall constitute a “place” for purposes of Section 9-610(b) of the Code and (B) to the extent notification of sale shall be required by law, notice of the URL where a sale will occur and the time when a sale will commence at least ten (10) days prior to the sale shall constitute a reasonable notification for purposes of Section 9-611 of the Code.  Each Grantor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code.

(b)Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s Intellectual Property, including but not limited to, any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs,

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Copyrights, and advertising matter, whether owned by any Grantor or with respect to which any Grantor has rights under license, sublicense, or other agreements (including any Intellectual Property License), as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of Agent.

(c)Agent may, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it under applicable law and without the requirement of notice to or upon any Grantor or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), (i) with respect to any Grantor’s Deposit Accounts (other than Excluded Deposit Accounts) in which Agent’s Liens are perfected by control under Section 9-104 of the Code, instruct the bank maintaining such Deposit Account for the applicable Grantor to pay the balance of such Deposit Account to or for the benefit of Agent, and (ii) with respect to any Grantor’s Securities Accounts in which Agent’s Liens are perfected by control under Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the applicable Grantor to (A) transfer any cash in such Securities Account to or for the benefit of Agent, or (B)  liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of Agent.

(d)Any cash held by Agent as Collateral and all cash proceeds received by Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in the Credit Agreement.  In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency.

(e)Each Grantor hereby acknowledges that the Secured Obligations arise out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing Agent shall have the right to an immediate writ of possession without notice of a hearing.  Agent shall have the right to the appointment of a receiver for the properties and assets of each Grantor, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantor may have thereto or the right to have a bond or other security posted by Agent.

(f)This Section 16 shall be subject to the Intercreditor Agreements in all respects.

17.Remedies Cumulative.  Each right, power, and remedy of Agent or any other member of the Lender Group, as provided for in this Agreement, the other Loan Documents now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement, the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Agent or any other member of the Lender Group, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by Agent, such other member of the Lender Group of any or all such other rights, powers, or remedies.

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18.Marshaling.  Agent shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising.  To the extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Agent’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

19.Indemnity and Expenses.

(a)Section 10.3 of the Credit Agreement is hereby incorporated by reference with full force and effect as if set forth herein; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor,” jointly and severally.

(b)Section 17.10 of the Credit Agreement is hereby incorporated by reference with full force and effect as if set forth herein; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Grantor,” jointly and severally.

20.Merger, Amendments; Etc.  THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.  No waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Agent and each Grantor to which such amendment applies.

21.Addresses for Notices.  All notices and other communications provided for hereunder shall be given in the form and manner and delivered to Agent at its address specified in the Credit Agreement, and to any of the Grantors at their respective addresses specified in the Credit Agreement or Guaranty, as applicable, or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

22.Continuing Security Interest: Assignments under Credit Agreement.  This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Obligations have been paid in full in accordance with the provisions of the Credit Agreement, (b) be binding upon each Grantor, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors,

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transferees and assigns.  Without limiting the generality of the foregoing clause (c), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise.  Upon payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto.  At such time, Agent will authorize the filing of appropriate termination statements to terminate such Security Interests.  If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, such Collateral shall be automatically released from the security interest created hereby and Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases and other documents reasonably necessary for the release of the securities interest created hereby on such Collateral.  No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any other loans made by any Lender to Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement.  Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth.  A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.

23.Governing Law.

(a)THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b)EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED

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BY LAW, SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO 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. NOTWITHSTANDING THE FOREGOING, ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 23.

(c)TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS SECURITY AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH OF THE PARTIES HERETO REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(d)NO CLAIM MAY BE MADE BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO, ANY LENDER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH GRANTOR HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

24.New Subsidiaries.  Pursuant to Section 5.11 of the Credit Agreement, certain Subsidiaries (whether by acquisition or creation) of any Grantor are required to enter into this Agreement by executing and delivering in favor of Agent a Joinder to this Agreement in substantially the form of Annex 1.  Upon the execution and delivery of Annex 1 by any such new Subsidiary, such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein.  The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any Grantor

29

hereunder.  The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor hereunder.

25.Agent.  Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Agent” shall be a reference to Agent, for the benefit of each member of the Lender Group.

26.Miscellaneous.

(a)This Agreement is a Loan Document.  This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.  Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.  The foregoing shall apply to each other Loan Document mutatis mutandis.

(b)Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.  Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

(c)Headings and numbers have been set forth herein for convenience only.  Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

(d)Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against any member of the Lender Group or any Grantor, whether under any rule of construction or otherwise.  This Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

(e)The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

(f)Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.  Section, subsection, clause,

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schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds of all of the Secured Obligations other than unasserted contingent indemnification Secured Obligations.  Any reference herein to any Person shall be construed to include such Person’s successors and assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

(g)All of the annexes, schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

[signature pages follow]

31

IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:	JACK COOPER HOLDINGS CORP.,
	a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chief Executive Officer
	AUTO HANDLING CORPORATION,
	a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chief Executive Officer
	JACK COOPER LOGISTICS, LLC,
	a Delaware limited liability company
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chief Executive Officer
	JACK COOPER TRANSPORT COMPANY, INC.,
	a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chief Executive Officer
	PACIFIC MOTOR TRUCKING COMPANY,
	a Missouri corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chief Executive Officer
[Signatures continue on the following page]

Security Agreement

JACK COOPER SPECIALIZED TRANSPORT, INC.,
a Delaware corporation
By:	/s/ T. Michael Riggs
Name: T. Michael Riggs
Title: Chief Executive Officer
AUTO EXPORT SHIPPING, INC.,
a New Jersey corporation
By:	/s/ T. Michael Riggs
Name: T. Michael Riggs
Title: Chief Executive Officer
AXIS LOGISTIC SERVICES, INC.,
a Delaware corporation
By:	/s/ T. Michael Riggs
Name: T. Michael Riggs
Title: Chief Executive Officer
JACK COOPER CT SERVICES, INC.,
a Delaware corporation
By:	/s/ T. Michael Riggs
Name: T. Michael Riggs
Title: Chief Executive Officer
JACK COOPER RAIL AND SHUTTLE, INC.,
a Delaware corporation
By:	/s/ T. Michael Riggs
Name: T. Michael Riggs
Title: Chief Executive Officer

[Signatures continue on the following page]

Security Agreement

AGENT:	MSDC JC INVESTMENTS, LLC,
	as Agent
	By:	/s/ Marcello Liguori
	Name: Marcello Liguori
	Title: Vice President

Security Agreement

SCHEDULE 1

COMMERCIAL TORT CLAIMS

[include specific case caption or descriptions per Official Code Comment 5 to Section 9-108 of the Code]

SCHEDULE 2

COPYRIGHTS

SCHEDULE 3

INTELLECTUAL PROPERTY LICENSES

SCHEDULE 4

PATENTS

SCHEDULE 5

TRADEMARKS

SCHEDULE 6

PLEDGED COMPANIES

Name of 
Grantor Name of 
Pledged 
Company Number of 
Shares/Units Class of 
Interests Percentage 
of Class 
Owned Certificate 
Nos.

SCHEDULE 6(k)

CONTROLLED ACCOUNT BANKS

SCHEDULE 7

OWNED REAL PROPERTY

SCHEDULE 8

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS

Grantor Jurisdictions

SCHEDULE 9

VEHICLES

ANNEX 1 TO SECURITY AGREEMENT

FORM OF JOINDER

Joinder No.       (this “Joinder”), dated as of                , to the Security Agreement, dated as of April 2, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and MSDC JC Investments, LLC, in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement dated as of March 31, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Borrower”) and the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, initially capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement or, if not defined therein, in the Credit Agreement; and

WHEREAS, Grantors have entered into the Security Agreement in order to induce the Lender Group to continue to make certain financial accommodations to Borrower; and

WHEREAS, pursuant to Section 5.11 of the Credit Agreement and Section 24 of the Security Agreement, certain Subsidiaries of the Loan Parties, must execute and deliver certain Loan Documents, including the Security Agreement, and the joinder to the Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Joinder in favor of Agent, for the benefit of the Lender Group; and

WHEREAS, each New Grantor (a) is a Subsidiary of Borrower and, as such, will benefit by virtue of the financial accommodations extended to Borrower by the Lender Group and (b) by becoming a Loan Party will benefit from certain rights granted to the Loan Parties pursuant to the terms of the Loan Documents;

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as follows:

1.In accordance with Section 24 of the Security Agreement, each New Grantor, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to

1

all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date hereof.  In furtherance of the foregoing, each New Grantor does hereby unconditionally grant, collaterally assign, and pledge to Agent, for the benefit of the Lender Group, to secure the Secured Obligations, a continuing security interest in and to all of such New Grantor’s right, title and interest in and to the Collateral.  Schedule 1, “Commercial Tort Claims”, Schedule 2, “Copyrights”, Schedule 3, “Intellectual Property Licenses”, Schedule 4, “Patents”, Schedule 5, “Trademarks”, Schedule 6, “Pledged Companies”, Schedule 6(k), “Controlled Account Banks”, Schedule 7, “Owned Real Property”, Schedule 8, “List of Uniform Commercial Code Filing Jurisdictions”, and Schedule 9, “Vehicles” attached hereto supplement Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 6(k), Schedule 7,  Schedule 8, and Schedule 9, respectively, to the Security Agreement and shall be deemed a part thereof for all purposes of the Security Agreement.  Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor.  The Security Agreement is incorporated herein by reference.  Each New Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments thereto (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance.  Each New Grantor also hereby ratifies any and all financing statements or amendments previously filed by Agent in any jurisdiction in connection with the Loan Documents.

2.Each New Grantor represents and warrants to Agent and the Lender Group that this Joinder has been duly executed and delivered by such New Grantor and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3.This Joinder is a Loan Document.  This Joinder may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Joinder.  Delivery of an executed counterpart of this Joinder by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Joinder.  Any party delivering an executed counterpart of this Joinder by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Joinder but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Joinder.

4.The Security Agreement, as supplemented hereby, shall remain in full force and effect.

2

5.THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO 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. NOTWITHSTANDING THE FOREGOING,  ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 5.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH OF THE PARTIES HERETO REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Joinder to the Security Agreement to be executed and delivered as of the day and year first above written.

NEW GRANTORS:	[NAME OF NEW GRANTOR]
	By:
	Name:
	Title:
	[NAME OF NEW GRANTOR]
	By:
	Name:
	Title:
AGENT:	MSDC JC INVESTMENTS, LLC,
	By:
	Name:
	Title:

Joinder No.    to Security Agreement

EXHIBIT A

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this     day of            , 20  , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and MSDC JC Investments, LLC, a Delaware limited liability company, in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement dated as of March 31, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Borrower”) and the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group, that certain Security Agreement, dated as of April 2, 2015 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group, this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1.DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2.GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit each member of the Lender Group, to secure the Secured Obligations, a continuing security interest (referred to in this Copyright Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Copyright Collateral”):

1

(a)all of such Grantor’s Copyrights including those referred to on Schedule I; exclusive, however, of any copyrights that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States;

(b)all renewals or extensions of the foregoing; and

(c)all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Copyright.

3.SECURITY FOR SECURED OBLIGATIONS.  This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent or the Lender Group, or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.SECURITY AGREEMENT.  The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Copyright 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.  To the extent there is any inconsistency between this Copyright Security Agreement and the Security Agreement, the Security Agreement shall control.

5.AUTHORIZATION TO SUPPLEMENT.  Grantors shall give Agent prior written notice of no less than three (3) Business Days before filing any additional application for registration of any copyright and prompt notice in writing of any additional copyright registrations granted therefor after the date hereof (but in no event later than five (5) Business Days following receipt of such registration).  Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Copyright Security Agreement by amending Schedule I to include any future United States registered copyrights or applications therefor of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.COUNTERPARTS.  This Copyright Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Copyright Security Agreement.  Delivery of an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Copyright Security Agreement.  Any party delivering an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Copyright Security Agreement but the failure to deliver

2

an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Copyright Security Agreement.

7.CONSTRUCTION.  This Copyright Security Agreement is a Loan Document.  Unless the context of this Copyright Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Copyright Security Agreement refer to this Copyright Security Agreement as a whole and not to any particular provision of this Copyright Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Copyright Security Agreement unless otherwise specified.  Any reference in this Copyright Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds of all of the Secured Obligations other than unasserted contingent indemnification Secured Obligations. Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.Intercreditor Agreements.  Agent, on behalf of itself and the Lender Group, hereby agrees that the terms, conditions, and provisions contained in this Copyright Security Agreement are subject to the Intercreditor Agreements and, in the event of a conflict between the terms of the Intercreditor Agreements and this Copyright Security Agreement, the terms of the Intercreditor Agreements shall govern and control.

9.THE VALIDITY OF THIS COPYRIGHT SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR THE RECOGNITION OR

3

ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO 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. NOTWITHSTANDING THE FOREGOING,  ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH OF THE PARTIES HERETO REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

4

IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:
	By:
	Name:
	Title:
	By:
	Name:
	Title:
	ACCEPTED AND ACKNOWLEDGED BY:
AGENT:	MSDC JC INVESTMENTS, LLC,
	a Delaware limited liability company
	By:
	Name:
	Title:

Copyright Security Agreement

SCHEDULE I
TO
COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS

Grantor Country Copyright Registration No. Registration
Date

Schedule 1 to
Copyright Security Agreement

EXHIBIT B

PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this     day of            , 20  , by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and MSDC JC Investments, LLC, a Delaware limited liability company (“MSDC”), in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity,  “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement dated as of March 31, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Borrower”) and the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of Lender Group are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that the Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group, that certain Security Agreement, dated as of April 2, 2015 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group, this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.             DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN PATENT COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit each member of the Lender Group, to secure the Secured Obligations, a continuing security interest (referred to in this Patent Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Patent Collateral”):

1

(a)           all of its Patents including those referred to on Schedule I, excluding any Patents that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States;

(b)           all divisionals, continuations, continuations-in-part, reissues, reexaminations, or extensions of the foregoing; and

(c)           all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Patent.

3.             SECURITY FOR SECURED OBLIGATIONS.  This Patent Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Patent Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent and the Lender Group, or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.             SECURITY AGREEMENT.  The Security Interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Patent 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.  To the extent there is any inconsistency between this Patent Security Agreement and the Security Agreement, the Security Agreement shall control.

5.             AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new patent application or issued patent or become entitled to the benefit of any patent application or patent for any divisional, continuation, continuation-in-part, reissue, or reexamination of any existing patent or patent application, the provisions of this Patent Security Agreement shall automatically apply thereto.  Grantors hereby authorize Agent unilaterally to modify this Patent Security Agreement by amending Schedule I to include any such new patent rights of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS.  This Patent Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Patent Security Agreement.  Delivery of an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Patent Security Agreement.  Any party delivering an executed counterpart of this Patent Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Patent Security Agreement but the failure to deliver an

2

original executed counterpart shall not affect the validity, enforceability, and binding effect of this Patent Security Agreement.

7.             CONSTRUCTION.  This Patent Security Agreement is a Loan Document.  Unless the context of this Patent Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Patent Security Agreement refer to this Patent Security Agreement as a whole and not to any particular provision of this Patent Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Patent Security Agreement unless otherwise specified.  Any reference in this Patent Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds of all of the Secured Obligations other than unasserted contingent indemnification Secured Obligations.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.             Intercreditor Agreements.  Agent, on behalf of itself and the Lender Group, hereby agrees that the terms, conditions, and provisions contained in this Patent Security Agreement are subject to the Intercreditor Agreements and, in the event of a conflict between the terms of the Intercreditor Agreements and this Patent Security Agreement, the terms of the Intercreditor Agreements shall govern and control.

9.             THE VALIDITY OF THIS PATENT SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO

3

HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO 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. NOTWITHSTANDING THE FOREGOING,  ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH OF THE PARTIES HERETO REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

4

IN WITNESS WHEREOF, the parties hereto have caused this Patent Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:
	By:
	Name:
	Title:
	By:
	Name:
	Title:
	ACCEPTED AND ACKNOWLEDGED BY:
AGENT:	MSDC JC INVESTMENTS, LLC,
	a Delaware limited liability company
	By:
	Name:
	Title:

Patent Security Agreement

SCHEDULE I
to
PATENT SECURITY AGREEMENT

Patents

Grantor Country Patent Application/
Patent No. Filing Date

Schedule I to
Patent Security Agreement

EXHIBIT C

PLEDGED INTERESTS ADDENDUM

This Pledged Interests Addendum, dated as of             , 20    (this “Pledged Interests Addendum”), is delivered pursuant to Section 6 of the Security Agreement referred to below.  The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Security Agreement, dated as of April 2, 2015, (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”), made by the undersigned, together with the other Grantors named therein, to MSDC JC Investments, LLC,, as Agent.  Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Security Agreement or, if not defined therein, in the Credit Agreement.  The undersigned hereby agrees that the additional interests listed on Schedule I shall be and become part of the Pledged Interests pledged by the undersigned to Agent in the Security Agreement and any pledged company set forth on Schedule I shall be and become a “Pledged Company” under the Security Agreement, each with the same force and effect as if originally named therein.

This Pledged Interests Addendum is a Loan Document.  Delivery of an executed counterpart of this Pledged Interests Addendum by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Pledged Interests Addendum.  If the undersigned delivers an executed counterpart of this Pledged Interests Addendum by telefacsimile or other electronic method of transmission, the undersigned shall also deliver an original executed counterpart of this Pledged Interests Addendum but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Pledged Interests Addendum.

The undersigned hereby certifies that the representations and warranties set forth in Section 5 of the Security Agreement of the undersigned are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as to the Pledged Interests listed herein on and as of the date hereof.

THE VALIDITY OF THIS PLEDGED INTERESTS ADDENDUM, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR THE RECOGNITION OR

1

ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO 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. NOTWITHSTANDING THE FOREGOING,  ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH OF THE PARTIES HERETO REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the undersigned has caused this Pledged Interests Addendum to be executed and delivered as of the day and year first above written.

[                   ]

By:

Name:

Title:

Pledged Interest Addendum

SCHEDULE I
TO
PLEDGED INTERESTS ADDENDUM

Pledged Interests

Name of 
Grantor Name of 
Pledged 
Company Number of 
Shares/Units Class of 
Interests Percentage 
of Class 
Owned Certificate 
Nos.

Schedule I to
Pledged Interest Addendum

EXHIBIT D

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this     day of            , 20  , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and MSDC JC Investments, LLC, a Delaware limited liability company (“MSDC”), in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement dated as of March 31, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Borrower”) and the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of Lender Group , that certain Security Agreement, dated as of April 2, 2015 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of Lender Group, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.             DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit each member of the Lender Group, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”):

1

(a)           all of its Trademarks including those referred to on Schedule I, exclusive, however, of (i) any Trademarks that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States, and (ii) any Excluded Collateral;

(b)           all goodwill of the business connected with the use of, and symbolized by, each Trademark; and

(c)           all products and proceeds (as that term is defined in the Code) of the foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark, including right to receive any damages or (ii) injury to the goodwill associated with any Trademark.

3.             SECURITY FOR SECURED OBLIGATIONS.  This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent or the Lender Group, or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.             SECURITY AGREEMENT.  The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent 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.  To the extent there is any inconsistency between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall control.

5.             AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto.  Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS.  This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement.  Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement.  Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver

2

an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.

7.             CONSTRUCTION.  This Trademark Security Agreement is a Loan Document.  Unless the context of this Trademark Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Trademark Security Agreement refer to this Trademark Security Agreement as a whole and not to any particular provision of this Trademark Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Trademark Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds of all of the Secured Obligations other than unasserted contingent indemnification Secured Obligations.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.             Intercreditor Agreements.  Agent, on behalf of itself and the Lender Group, hereby agrees that the terms, conditions, and provisions contained in this Trademark Security Agreement are subject to the Intercreditor Agreements and, in the event of a conflict between the terms of the Intercreditor Agreements and this Trademark Security Agreement, the terms of the Intercreditor Agreements shall govern and control.

9.             THE VALIDITY OF THIS TRADEMARK SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR THE RECOGNITION OR

3

ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO 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. NOTWITHSTANDING THE FOREGOING,  ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH OF THE PARTIES HERETO REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

4

IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:
	By:
	Name:
	Title:
	By:
	Name:
	Title:
	ACCEPTED AND ACKNOWLEDGED BY:
AGENT:	MSDC JC INVESTMENTS, LLC,
	a Delaware limited liability company
	By:
	Name:
	Title:

1

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications

Grantor Country Mark Application/ 
Registration No. App/Reg Date

Schedule I to
Trademark Security Agreement

EX-10.8.4

Exhibit 10.8.4

EXECUTION VERSION

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 2nd day of April, 2015, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and MSDC JC Investments, LLC, a Delaware limited liability company (“MSDC”), in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement dated as of March 31, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Borrower”) and the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of Lender Group , that certain Security Agreement, dated as of April 2, 2015 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of Lender Group, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2.GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit each member of the Lender Group, to secure the Secured Obligations, a continuing security interest (referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Trademark Collateral”):

(a)all of its Trademarks including those referred to on Schedule I, exclusive, however, of (i) any Trademarks that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States, and (ii) any Excluded Collateral;

(b)all goodwill of the business connected with the use of, and symbolized by, each Trademark; and

(c)all products and proceeds (as that term is defined in the Code) of the foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark, including right to receive any damages or (ii) injury to the goodwill associated with any Trademark.

3.SECURITY FOR SECURED OBLIGATIONS.  This Trademark Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent or the Lender Group, or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.SECURITY AGREEMENT.  The Security Interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent 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.  To the extent there is any inconsistency between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall control.

5.AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto.  Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.COUNTERPARTS.  This Trademark Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security Agreement.  Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security Agreement.  Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement.

7.CONSTRUCTION.  This Trademark Security Agreement is a Loan Document.  Unless the context of this Trademark Security Agreement clearly requires otherwise, references

2

to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Trademark Security Agreement refer to this Trademark Security Agreement as a whole and not to any particular provision of this Trademark Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any reference in this Trademark Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds of all of the Secured Obligations other than unasserted contingent indemnification Secured Obligations.  Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.INTERCREDITOR AGREEMENTS. Agent, on behalf of itself and the Lender Group, hereby agrees that the terms, conditions, and provisions contained in this Trademark Security Agreement are subject to the Intercreditor Agreements and, in the event of a conflict between the terms of the Intercreditor Agreements and this Trademark Security Agreement, the terms of the Intercreditor Agreements shall govern and control.

9.THE VALIDITY OF THIS TRADEMARK SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES

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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. NOTWITHSTANDING THE FOREGOING, ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH OF THE PARTIES HERETO REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:	PACIFIC MOTOR TRUCKING COMPANY,
	a Missouri corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chief Executive Officer
	JACK COOPER TRANSPORT COMPANY,
	INC., a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chief Executive Officer
	AXIS LOGISTIC SERVICES, INC.,
	a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chief Executive Officer
	ACCEPTED AND ACKNOWLEDGED BY:
AGENT:	MSDC JC INVESTMENTS, LLC,
	a Delaware limited liability company
	By:	/s/ Marcello Liguori
	Name: Marcello Liguori
	Title: Vice President

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SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications

Grantor	Country	Mark	Application/  Registration No.	App/Reg Date
Pacific Motor Trucking Company	USA	Pacific Motor Trucking Company	73359326/ 1245993	July 19, 1983
Pacific Motor Trucking Company	USA	Pacific Motor Trucking Company	73359327/ 1248646	August 16, 1983
Jack Cooper Transport Company, Inc.	USA	Jack Cooper Transport Company, Inc.	76324866/ 2696551	March 11, 2003
Jack Cooper Transport Company, Inc.	USA	Jack Cooper Transport Company, Inc.	76324864/ 2696550	March 11, 2003
Jack Cooper Transport Company, Inc.	USA	Jack Cooper Transport Company, Inc.	75068567/ 2080261	7/15/1997 (cancelled for failure to renew in 2007)
Jack Cooper Transport Company, Inc.	USA	Jack Cooper Transport Company, Inc.	73758566/ 1561418	10/17/1989
Jack Cooper Transport Company, Inc.	USA	Jack Cooper Transport Company, Inc.	78433923/ 3049043	1/24/2006
AXIS LOGISTIC SERVICES, INC.	USA	AXIS LOGISTIC SERVICES, INC.	85502226/ 4291066	2/19/2013

Unregistered Trademarks:

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Allied Automotive Group

Allied Systems

Allied Systems Holdings

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EX-10.8.5

Exhibit 10.8.5

EXECUTION VERSION

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 2nd day of April 2015 by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and MSDC JC Investments, LLC, a Delaware limited liability company, in its capacity as agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement dated as of March 31, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Jack Cooper Holdings Corp. (“Borrower”) and the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such capacity, each, individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender Group has agreed to make certain financial accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of the Lender Group, that certain Security Agreement, dated as of April 2nd, 2015 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group, this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors hereby agree as follows:

1.             DEFINED TERMS.  All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL.  Each Grantor hereby unconditionally grants, collaterally assigns, and pledges to Agent, for the benefit each member of the Lender Group, to secure the Secured Obligations, a continuing security interest (referred to in this Copyright Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the “Copyright Collateral”):

(a)           all of such Grantor’s Copyrights including those referred to on Schedule I; exclusive, however, of any copyrights that are protectable, registered or applied for solely under the laws of jurisdictions outside the United States;

(b)           all renewals or extensions of the foregoing; and

(c)           all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement of any Copyright.

3.             SECURITY FOR SECURED OBLIGATIONS.  This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of the Secured Obligations, whether now existing or arising hereafter.  Without limiting the generality of the foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by Grantors, or any of them, to Agent or the Lender Group, or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor.

4.             SECURITY AGREEMENT.  The Security Interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the Security Interest in the Copyright 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.  To the extent there is any inconsistency between this Copyright Security Agreement and the Security Agreement, the Security Agreement shall control.

5.             AUTHORIZATION TO SUPPLEMENT.  Grantors shall give Agent prior written notice of no less than three (3) Business Days before filing any additional application for registration of any copyright and prompt notice in writing of any additional copyright registrations granted therefor after the date hereof (but in no event later than five (5) Business Days following receipt of such registration).  Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Copyright Security Agreement by amending Schedule I to include any future United States registered copyrights or applications therefor of each Grantor.  Notwithstanding the foregoing, no failure to so modify this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

6.             COUNTERPARTS.  This Copyright Security Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Copyright Security Agreement.  Delivery of an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Copyright Security Agreement.  Any party delivering an executed counterpart of this Copyright Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Copyright Security Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Copyright Security Agreement.

7.             CONSTRUCTION.  This Copyright Security Agreement is a Loan Document.  Unless the context of this Copyright Security Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes”

2

and  “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Copyright Security Agreement refer to this Copyright Security Agreement as a whole and not to any particular provision of this Copyright Security Agreement.  Section, subsection, clause, schedule, and exhibit references herein are to this Copyright Security Agreement unless otherwise specified.  Any reference in this Copyright Security Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.  Any reference herein to the satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in full in cash or immediately available funds of all of the Secured Obligations other than unasserted contingent indemnification Secured Obligations. Any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

8.             INTERCREDITOR AGREEMENTS. Agent, on behalf of itself and the Lender Group, hereby agrees that the terms, conditions, and provisions contained in this Copyright Security Agreement are subject to the Intercreditor Agreements and, in the event of a conflict between the terms of the Intercreditor Agreements and this Copyright Security Agreement, the terms of the Intercreditor Agreements shall govern and control.

9.             THE VALIDITY OF THIS COPYRIGHT SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER  OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE

3

CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTWITHSTANDING THE FOREGOING, ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH OF THE PARTIES HERETO REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGE FOLLOWS]

4

IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be executed and delivered as of the day and year first above written.

GRANTORS:	JACK COOPER TRANSPORT COMPANY,
	INC., a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chief Executive Officer
	JACK COOPER CT SERVICES, INC.
	a Delaware corporation
	By:	/s/ T. Michael Riggs
	Name: T. Michael Riggs
	Title: Chief Executive Officer
	ACCEPTED AND ACKNOWLEDGED BY:
AGENT:	MSDC JC INVESTMENTS, LLC,
	a Delaware limited liability company
	By:	/s/ Marcello Liguori
	Name: Marcello Liguori
	Title: Vice President

Copyright Security Agreement

SCHEDULE I

TO

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS

Grantor	Country	Copyright	Registration No.	Registration Date
JACK COOPER CT SERVICES, INC.	United States	Fleet maintenance system: user’s guide	TXu000521903	06/03/1992
JACK COOPER CT SERVICES, INC.	United States	General ledger system: user’s guide	TXu000577117	07/14/1993
Jack Cooper Transport Company, Inc.	United States	CT Services Repurchase Program	TXu-601-282	11/1/1993
JACK COOPER CT SERVICES, INC.	United States	CT Services Computer Guide	TXu-601-287	11/1/1993
JACK COOPER CT SERVICES, INC.	United States	A proud heritage — an unlimited future; a history of Allied Holdings, Inc., the first 70 years	TX-6-444-292	9/22/2006

Schedule 1 to
Copyright Security Agreement

EX-10.8.6

Exhibit 10.8.6

EXECUTION VERSION

INTERCOMPANY SUBORDINATION AGREEMENT

THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of April 2, 2015, is delivered by and among JACK COOPER HOLDINGS CORP., a Delaware corporation (“Parent”) and each of Parent’s undersigned Subsidiaries (Parent and such Subsidiaries, each, an “Obligor”, and individually and collectively, jointly and severally, the “Obligors”), in favor of MSDC JC Investments, LLC, as agent for the Lender Group (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:

WHEREAS, Parent the Lenders and Agent are, contemporaneously herewith, entering into that certain Credit Agreement dated as of March 31, 2015 (as amended, restated, supplemented, modified, renewed, refinanced or extended from time to time, the “Credit Agreement”);

WHEREAS, each Obligor has made or may make certain loans or advances from time to time to one or more other Obligors; and

WHEREAS, in order to induce the Lender Group to enter into the Credit Agreement, each Obligor has agreed to the subordination of the indebtedness of each other Obligor to such Obligor, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions, representations, and warranties set forth herein and for other good and valuable consideration, the parties hereto agree as follows:

SECTION 1.                 Definitions; Interpretation.

(a)           Terms Defined in Credit Agreement. All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

(b)           Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Agent” has the meaning set forth in the preamble to this Agreement.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Credit Agreement” has the meaning set forth in the recitals to this Agreement.

“Discharge of Senior Debt” means the indefeasible payment in full (or cash collateralization in accordance with the terms of the Credit Agreement) of all Senior Debt other than contingent indemnification Senior Debt.

“Insolvency Event” has the meaning set forth in Section 3.

“Obligor” and “Obligors” have the respective meanings set forth in the preamble to this Agreement.

“Parent” has the meaning set forth in the preamble to this Agreement.

“Senior Debt” means the Obligations and other indebtedness and liabilities of the Obligors to the Lender Group under or in connection with the Credit Agreement and the other Loan Documents.

“Subordinated Debt” means, with respect to each Obligor, all indebtedness, liabilities, and other monetary obligations (including any payments or redemptions with respect to any Preferred Stock) of any other Obligor owing to such Obligor in respect of any and all loans, advances, or Preferred Stock made by such Obligor to such other Obligor whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including all fees and all other amounts payable by any other Obligor to such Obligor under or in connection with any documents or instruments related thereto.

“Subordinated Debt Payment” means any payment or distribution by or on behalf of the Obligors, directly or indirectly, of assets of the Obligors of any kind or character, whether in cash, property, or securities, including on account of the purchase, redemption, or other acquisition of Subordinated Debt, as a result of any collection, sale, or other disposition of Collateral, or by setoff, exchange, or in any other manner, in each case, for or on account of the Subordinated Debt.

(c)           Interpretation. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the term “including” is not limiting, and the term “or” is not exclusive. The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Section, subsection, clause, schedule, and exhibit references are to this Agreement unless otherwise specified. References to agreements and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications thereto. References to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending, or replacing the statute or regulation referred to. Any reference herein to the satisfaction or payment in full of the Senior Debt shall mean the Discharge of Senior Debt. The captions and headings are for convenience of reference only and shall not affect the construction of this Agreement.

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SECTION 2.                 Subordination To Payment Of Senior Debt.  As to each Obligor, all payments on account of the Subordinated Debt shall be subject, subordinate, and junior, in right of payment and exercise of remedies, to the extent and in the manner set, forth herein, to the Senior Debt.

SECTION 3.                 Subordination Upon Any Distribution Of Assets Of The Obligors. As to each Obligor, in the event of any payment or distribution of assets of any other Obligor of any kind or character, whether in cash, property, or securities, upon the dissolution, winding up, or total or partial liquidation or reorganization, readjustment, arrangement, or similar proceeding relating to such other Obligor or its property, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership, arrangement, or similar proceedings or upon an assignment for the benefit of creditors, or upon any other marshaling or composition of the assets and liabilities of such other Obligor, or otherwise (such events, collectively, the “Insolvency Events”): (a) the Discharge of Senior Debt must have occurred before any Subordinated Debt Payment is made; and (b) to the extent permitted by applicable law, any Subordinated Debt Payment to which such Obligor would be entitled except for the provisions hereof, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other liquidating lender making such payment or distribution directly to Agent for application to the payment of the Senior Debt in accordance with clause (a), after giving effect to any concurrent payment or distribution or provision therefor to Agent or any member of the Lender Group in respect of such Senior Debt until the Discharge of Senior Debt.

SECTION 4.                 Payments On Subordinated Debt.

(a)           Permitted Payments. So long as no Event of Default has occurred and is continuing, each Obligor may make, and each other Obligor shall be entitled to accept and receive, Subordinated Debt Payments allowed to be made, if any, under the Credit Agreement.

(b)           No Payment Upon Senior Debt Defaults. Upon the occurrence and during the continuance of any Event of Default, and until such Event of Default is cured or waived, no Obligor shall make, and no other Obligor shall accept or receive, any Subordinated Debt Payment.

SECTION 5.                 Subordination Of Remedies. Until Discharge of Senior Debt, following the occurrence and during the continuance of any Event of Default and until such Event of Default is cured or waived, no Obligor shall, without the prior written consent of Agent:

(a)           accelerate, make demand, or otherwise make due and payable prior to the original due date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the obligations of any other Obligor owing to such Obligor;

(b)           exercise any rights under or with respect to guaranties of the Subordinated Debt, if any;

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(c)           exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor to any other Obligor against any of the Subordinated Debt; or

(d)           commence, or cause to be commenced, or join with any creditor other than Agent or any Lender in commencing, any bankruptcy, insolvency, or receivership proceeding against the other Obligor.

SECTION 6.                 Payment Over To Agent. In the event that, notwithstanding the provisions of Sections 2, 3, 4, and 5, any Subordinated Debt Payments shall be received in contravention of such Sections 2, 3, 4, and 5 by any Obligor before the Discharge of Senior Debt shall have occurred, such Subordinated Debt Payments shall be held in trust for the benefit of the Lender Group, and shall be paid over or delivered to Agent for application to the payment, in full, of all Senior Debt (other than contingent indemnifications not yet due and payable) remaining unpaid to the extent necessary to give effect to such Sections 2, 3, 4, and 5, after giving effect to any concurrent payments or distributions to Agent or any member of the Lender Group in respect of the Senior Debt.

SECTION 7.                 Authorization To Agent.  If, while any Subordinated Debt is outstanding, any Event of Default shall occur and be continuing: (a) Agent hereby is irrevocably authorized and empowered (in the name of each other Obligor or otherwise), but shall have no obligation, to demand, sue for, collect, and receive every payment or distribution in respect of the Subordinated Debt and give acquittance therefor and to file claims and proofs of claim and take such other action (including voting the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Agent; and (b) each other Obligor shall, to the extent permitted by law, promptly take such action as Agent reasonably may request (i) to collect the Subordinated Debt for the account of the Lender Group and to file appropriate claims or proofs of claim in respect of the Subordinated Debt, (ii) to execute and deliver to Agent such powers of attorney, assignments, and other instruments as it may request to enable it to enforce any and all claims with respect to the Subordinated Debt, and (iii) to collect and receive any and all Subordinated Debt Payments.

SECTION 8.                 Certain Agreements Of Each Obligor.

(a)           No Benefits. Each Obligor understands that there may be various agreements between the Lender Group and any other Obligor evidencing and governing the Senior Debt, and each Obligor acknowledges and agrees that such agreements are not intended to confer any benefits on such Obligor unless such Obligor is also a party thereto (in which case, the rights of such Obligor are as set forth therein) and that Agent and the Lenders shall have no obligation to such Obligor or any other Person to exercise any rights, enforce any remedies, or take any actions which may be available to them under such agreements unless such Obligor is also a party thereto (in which case, the rights of such Obligor or such Person are as set forth therein).

(b)           No Interference. Each Obligor acknowledges that certain other Obligors have granted to Agent for the benefit of the Lender Group, security interests in substantially all of such other Obligor’s assets, and agrees not to interfere with or in any manner oppose a

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disposition of any Collateral of such other Obligor by Agent in accordance with the applicable Loan Documents and applicable law.

(c)           Reliance by Agent and Lenders. Each Obligor acknowledges and agrees that Agent and the Lenders will have relied upon and will continue to rely upon the subordination provisions provided for herein and the other provisions hereof in entering into the Loan Documents.

(d)           Waivers. Except as provided under the Credit Agreement or any other Loan Document, each Obligor hereby waives any and all notice of the incurrence of the Senior Debt or any part thereof and any right to require marshaling of assets.

(e)           Obligations of Each Obligor Not Affected. Each Obligor hereby agrees that at any time and from time to time, without notice to or the consent of such Obligor, without incurring responsibility to such Obligor, and without impairing or releasing the subordination provided for herein or otherwise impairing the rights of Agent hereunder: (i) the time for any other Obligor’s performance of or compliance with any of its agreements contained in the Loan Documents may be extended or such performance or compliance may be waived by Agent or the Lenders; (ii) the agreements of any other Obligor with respect to the Loan Documents may from time to time be modified by such other Obligor, Agent, and the Lenders for the purpose of adding any requirements thereto or changing in any manner the rights and obligations of such other Obligor, Agent, or the Lenders thereunder; (iii) the manner, place, or terms for payment by any other Obligor of Senior Debt or any portion thereof may be altered or the terms for payment extended, or the Senior Debt of any other Obligor may be renewed in whole or in part; (iv) the maturity of the Senior Debt of any other Obligor may be accelerated in accordance with the terms of any present or future agreement by any other Obligor, Agent, and the Lenders; (v) any Collateral may be sold, exchanged, released, or substituted and any Lien in favor of Agent may be terminated, subordinated, or fail to be perfected or become unperfected; (vi) any Person liable in any manner for Senior Debt may be discharged, released, or substituted; and (vii) all other rights against the other Obligors, any other Person, or with respect to any Collateral may be exercised (or Agent may waive or refrain from exercising such rights as provided in the Loan Documents or under applicable law) in each case, in accordance with the applicable Loan Documents and applicable law.

(f)            Rights of Agent Not to Be Impaired. No right of Agent or the Lenders to enforce the subordination provided for herein or to exercise its other rights hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act by any Obligor, Agent, or the Lenders hereunder or under or in connection with the other Loan Documents or by any noncompliance by the other Obligors with the terms and provisions and covenants herein or in any other Loan Document, regardless of any knowledge thereof Agent or the Lenders may have or otherwise be charged with.

(g)           Financial Condition of the Obligors. Except as otherwise permitted under the Credit Agreement, the other Loan Documents or by applicable law, no Obligor shall have any right to require Agent or any Lender to obtain or disclose any information with respect to: (i) the financial condition or character of any other Obligor or the ability of any other Obligor to pay and perform any or all of Senior Debt; (ii) the Senior Debt; (iii) the Collateral or other security

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for any or all of the Senior Debt; (iv) the existence or nonexistence of any guarantees of, or any other subordination agreements with respect to, all or any part of the Senior Debt; or (v) any action or inaction on the part of Agent, any Lender or any other Person.

(h)           Acquisition of Liens or Guaranties. No Obligor shall, without the prior consent of Agent and except as permitted under the Credit Agreement, acquire any right or interest in or to any Collateral not owned by such Obligor or accept any guaranties from any other Obligor or from any other Subsidiary of any Loan Party for the Subordinated Debt.

SECTION 9.                 Subrogation.

(a)           Subrogation. Until such time as the Discharge of the Senior Debt has occurred, no Obligor shall directly or indirectly exercise any rights that it may acquire by way of subrogation under or in connection with this Agreement against any other Obligor, whether by any payment or distribution to the Agent, the Lender Group or otherwise; provided that anything to the contrary contained in the foregoing notwithstanding, no Obligor shall exercise any such rights against any other Obligor (including after Discharge of the Senior Debt) if all or any portion of the Senior Debt shall have been satisfied in connection with an exercise of remedies by Agent in respect of the Stock of such other Obligor whether pursuant to the Security Agreement or otherwise. For the purposes of the foregoing subrogation, no payments or distributions to Agent of any cash, property, or securities to which any Obligor would be entitled except for the provisions of Section 2, 3, 4, or 5 shall, as among such Obligor, its creditors (other than Agent and the Lenders), and the other Obligors, be deemed to be a payment by the other Obligors to or on account of the Senior Debt.

(b)           Payments Over to the Obligors. If any payment or distribution to which any Obligor would otherwise have been entitled but for the provisions of Section 2, 3, 4, or 5  shall have been applied pursuant to the provisions of Section 2, 3, 4, or 5 to the payment of all amounts payable under the Senior Debt, such Obligor shall be entitled to receive from Agent or the Lenders any payments or distributions received by Agent or the Lenders in excess of the amount sufficient to pay in full in cash all amounts payable under or in respect of the Senior Debt. If any such excess payment is made to Agent or the Lenders, Agent or the Lenders shall promptly remit such excess to such Obligor and until so remitted shall hold such excess payment for the benefit of such Obligor.

SECTION 10.               Continuing Agreement; Reinstatement.

(a)           Continuing Agreement.  This Agreement is a continuing agreement of subordination and shall continue in effect and be binding upon each Obligor until the Discharge of Senior Debt has occurred. The subordinations, agreements, and priorities set forth herein shall remain in full force and effect regardless of whether any party hereto in the future seeks to rescind, amend, terminate, or reform, by litigation or otherwise, its respective agreements with the other Obligor.

(b)           Reinstatement.  This Agreement shall continue to be effective or shall be reinstated, as the case may be, if, for any reason, any payment of the Senior Debt by or on behalf

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of any other Obligor shall be rescinded or must otherwise be restored by Agent or the Lenders, whether as a result of an Insolvency Event or otherwise.

SECTION 11.               Transfer Of Subordinated Debt.  No Obligor may assign or transfer its rights and obligations in respect of the Subordinated Debt except to another Obligor or as expressly permitted by the Credit Agreement without the prior written consent of Agent, and any such transferee or assignee, as a condition to acquiring an interest in the Subordinated Debt shall agree to be bound hereby, in form satisfactory to Agent.

SECTION 12.               Obligations Of The Obligors Not Affected.  The provisions of this Agreement are intended solely for the purpose of defining the relative rights of each Obligor against the other Obligors, on the one hand, and of Agent and the Lenders against the Obligors, on the other hand. Nothing contained in this Agreement shall (i) impair, as between each Obligor and the other Obligors, the obligation of the other Obligors to pay their respective obligations with respect to the Subordinated Debt as and when the same shall become due and payable, or (ii) otherwise affect the relative rights of each Obligor against the other Obligors, on the one hand, and of the creditors (other than Agent or the Lenders) of the other Obligors against the other Obligors, on the other hand.

SECTION 13.               Endorsement Of Obligor Documents; Further Assurances And Additional Acts.

(a)           Endorsement of Obligor Documents. At the request of Agent, all documents and instruments evidencing any of the Subordinated Debt, if any, shall be endorsed with a legend noting that such documents and instruments are subject to this Agreement, and each Obligor shall promptly deliver to Agent evidence of the same.

(b)           Further Assurances and Additional Acts.  Each Obligor shall execute, acknowledge, deliver, file, notarize, and register at its own expense all such further agreements, instruments, certificates, financing statements, documents, and assurances, and perform such acts as Agent reasonably shall deem necessary or appropriate to effectuate the purposes of this Agreement, and promptly provide Agent with evidence of the foregoing reasonably satisfactory in form and substance to Agent.

SECTION 14.               Notices.  All notices and other communications hereunder to Agent shall be in writing and shall be mailed, sent or delivered in accordance with notice provisions contained in the Credit Agreement and all notices and other communications hereunder to an Obligor shall be in writing and shall be mailed, sent or delivered in care of Parent in accordance with the Credit Agreement.

SECTION 15.               No Waiver; Cumulative Remedies.  No failure on the part of Agent or the Lenders to exercise, and no delay in exercising, any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers, and privileges that may otherwise be available to Agent and the Lenders.

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SECTION 16.               Costs And Expenses.  Each of the Obligors, jointly and severally, agrees to pay to Agent on written demand (a) all reasonable out-of-pocket costs and expenses incurred by Agent to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to this Agreement, and the reasonable fees and disbursements of counsel to Agent, in connection with the negotiation, preparation, execution, delivery, and administration of this Agreement, and any amendments, modifications, or waivers of the terms thereof; and (b) all reasonable out-of-pocket costs and expenses of Agent, and the reasonable fees and disbursements of counsel, in connection with the enforcement or attempted enforcement of, and preservation of rights or interests under, this Agreement (including any amendments, modifications, or waiver of the terms hereof), including any losses, out-of-pocket costs and expenses sustained by Agent as a result of any failure by any Obligor to perform or observe its obligations contained in this Agreement.

SECTION 17.               Survival.  All covenants, agreements, representations and warranties made in this Agreement shall, except to the extent otherwise provided herein, survive the execution and delivery of this Agreement, and shall continue in full force and effect until the Discharge of Senior Debt has occurred. Without limiting the generality of the foregoing, the obligations of each Obligor under Sections 9(a) and 16 shall survive the Discharge of Senior Debt.

SECTION 18.               Benefits of Agreement.  This Agreement is entered into for the sole protection and benefit of the parties hereto, the Lenders and their permitted successors and assigns, and no other Person shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Agreement.

SECTION 19.               Binding Effect.  This Agreement shall be binding upon, inure to the benefit of and be enforceable by each Obligor, Agent, and the Lenders and their respective permitted successors and permitted assigns.

SECTION 20.               Governing Law. THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER  OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 21.               Submission to Jurisdiction.

(a)           EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR THE RECOGNITION OR

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ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO 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. NOTWITHSTANDING THE FOREGOING,  ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. PARENT AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 21.

(b)           TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH OF THE PARTIES HERETO REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

NO CLAIM MAY BE MADE BY OBLIGORS AGAINST AGENT, ANY LENDER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH OBLIGOR HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

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SECTION 22.               Entire Agreement; Amendments And Waivers.

(a)           Entire Agreement.  This Agreement constitutes the entire agreement of each of the Obligors and Agent with respect to the matters set forth herein and supersedes any prior agreements, commitments, drafts, communications, discussions, and understandings, oral or written, with respect thereto. None of the terms or conditions of this Agreement imposes on the Obligors any obligation or liability under any Loan Document (other than this Agreement). The foregoing notwithstanding, the terms and conditions of this Agreement shall not in any way limit or affect the obligations or liabilities of any Obligor under the Loan Documents to which such Obligor is a party.

(b)           Amendments and Waivers.  No amendment to or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by each of the Obligors and Agent; and no waiver of any provision of this Agreement or consent to any departure by any Obligor from any provision hereof, shall in any event be effective unless the same shall be in writing and signed by Agent. Any such amendment, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 23.               Conflicts.

(a)           Conflicts with Subordinated Debt Documents. In case of any conflict or inconsistency between any terms of this Agreement, on the one hand, and any documents or instruments in respect of the Subordinated Debt, on the other hand, then the terms of this Agreement shall control.

(b)           Conflicts with Credit Agreement. In case of any conflict or inconsistency between any terms of this Agreement, on the one hand, and any of the terms and provisions of the Credit Agreement, on the other hand, then the terms and provisions of the Credit Agreement shall control.

SECTION 24.               Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Agreement shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provisions of this Agreement or the validity or effectiveness of such provision in any other jurisdiction.

SECTION 25.               Interpretation.  This Agreement is the result of negotiations between, and have been reviewed by the respective counsel to, the Obligors and Agent and is the product of all parties hereto. Accordingly, this Agreement shall not be construed against Agent merely because of Agent’s involvement in the preparation hereof.

SECTION 26.               Counterparts; Telefacsimile Execution.  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 but one and the same agreement. Delivery of an executed

10

counterpart of this Agreement by telefacsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

SECTION 27.               New Obligors.  In the event that Agent requires one or more new direct or indirect Subsidiaries of Parent to enter into this Agreement pursuant to the Credit Agreement, they may do so by executing and delivering in favor of Agent a supplement to this Agreement in the form of Annex 1 attached hereto. Upon the execution and delivery of such supplement by such new Subsidiary, such Subsidiary shall become an Obligor hereunder with the same force and effect as if originally named as an Obligor herein. The execution and delivery of any instrument adding an additional Obligor as a party to this Agreement shall not require the consent of any Obligor hereunder. The rights and obligations of each Obligor hereunder shall remain in full force and effect notwithstanding the addition of any new Obligor hereunder.

SECTION 28.               Termination of Agreement.  Upon the Discharge of Senior Debt, this Agreement shall terminate and Agent shall promptly execute and deliver to each Obligor such documents and instruments as shall be necessary to evidence such termination; provided, however, that the obligations of each Obligor under Section 9(a), Section 16, and Section 17 shall survive such termination.

[Signature pages follow.]

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IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement as of the date first written above.

OBLIGORS:	JACK COOPER HOLDINGS CORP.
	By:	/s/ T. Michael Riggs
	Title: Chief Executive Officer
	Name: T. Michael Riggs
	AUTO HANDLING CORPORATION
	By:	/s/ T. Michael Riggs
	Title: Chief Executive Officer
	Name: T. Michael Riggs
	JACK COOPER LOGISTICS, LLC
	By:	/s/ T. Michael Riggs
	Title: Chief Executive Officer
	Name: T. Michael Riggs
	JACK COOPER TRANSPORT COMPANY, INC.
	By:	/s/ T. Michael Riggs
	Title: Chief Executive Officer
	Name: T. Michael Riggs
	PACIFIC MOTOR TRUCKING COMPANY
	By:	/s/ T. Michael Riggs
	Title: Chief Executive Officer
	Name: T. Michael Riggs

[Signatures continue on the following page]

Intercompany Subordination Agreement

JACK COOPER SPECIALIZED TRANSPORT, INC.
By:	/s/ T. Michael Riggs
Title: Chief Executive Officer
Name: T. Michael Riggs
AUTO EXPORT SHIPPING, INC.
By:	/s/ T. Michael Riggs
Title: Chief Executive Officer
Name: T. Michael Riggs
AXIS LOGISTIC SERVICES, INC.
By:	/s/ T. Michael Riggs
Title: Chief Executive Officer
Name: T. Michael Riggs
JACK COOPER CT SERVICES, INC.
By:	/s/ T. Michael Riggs
Title: Chief Executive Officer
Name: T. Michael Riggs
JACK COOPER RAIL AND SHUTTLE, INC.
By:	/s/ T. Michael Riggs
Title: Chief Executive Officer
Name: T. Michael Riggs

[Signatures continue on the following page]

Intercompany Subordination Agreement

JCSV DUTCH B.V.
By:	/s/ K. A. Wouters
Name:	K. A. Wouters
Title: Director A
Place: Amsterdam, the Netherlands
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title: Director B
Place:
JCSV DUTCH COÖPERATIEF U.A.
By:	/s/ L.F.M. Heine
Name:	L.F.M. Heine
Title: Director A
Place: Amsterdam, the Netherlands
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title: Director B
Place:

[Signatures continue on the following page]

Intercompany Subordination Agreement

JCSV DUTCH 1 C.V.
By: JCSV I, LLC, its general partner
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer
JCSV NETHERLANDS 2 C.V.
By: JCSV II, LLC, its general partner
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer

[Signatures continue on the following page]

Intercompany Subordination Agreement

JCSV I, LLC
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer
JCSV II, LLC
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer
JCSV III, LLC
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer

[Signatures continue on the following page]

Intercompany Subordination Agreement

JACK COOPER TRANSPORT CANADA, INC.
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer
JACK COOPER CANADA GP 1 INC.
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer
JACK COOPER CANADA GP 2 INC.
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer

[Signatures continue on the following page]

Intercompany Subordination Agreement

JACK COOPER CANADA 1 LIMITED PARTNERSHIP.
By: Jack Cooper Canada GP 1 Inc., its general partner
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer
JACK COOPER CANADA 2 LIMITED PARTNERSHIP
By: Jack Cooper Canada GP 2 Inc., its general partner
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer

[Signatures continue on the following page]

Intercompany Subordination Agreement

JCH MEXICO, S. DE R.L. DE C.V.
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chairman and Chief Executive Officer
AXIS OPERADORA HERMOSILLO, S.A. DE C.V
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer
AXIS OPERADORA MEXICO, S.A. DE C.V.
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer
AXIS OPERADORA GUADALAJARA, S.A. DE C.V.
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer
AXIS OPERADORA MONTERREY S.A. DE C.V.,
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer
AXIS LOGISTICA S. DE R.L. DE C.V.,
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer
AXIS TRASLADOS, S. DE R.L. DE C.V.
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer

[Signatures continue on the following page]

Intercompany Subordination Agreement

ARETA, S. DE R.L. DE C.V.
By:	/s/ T. Michael Riggs
Name:	T. Michael Riggs
Title:	Chief Executive Officer

Intercompany Subordination Agreement

Agent	MSDC JC INVESTMENTS, LLC
	By:	/s/ Marcello Liguori
	Name: Marcello Liguori
	Title: Vice President

Intercompany Subordination Agreement

ANNEX 1 TO INTERCOMPANY SUBORDINATION AGREEMENT
FORM OF SUPPLEMENT

Supplement No.      (this “Supplement”) dated as of                , to the Intercompany Subordination Agreement dated as of April 2, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Subordination Agreement”) by each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “New Obligors” and each individually “New Obligor”) and MSDC JC Investments, LLC,, in its capacity as Agent for the Lender Group (in such capacity, together with the successors, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement dated as of March 31, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Jack Cooper Holdings Corp. (“Parent”), the lenders party thereto (“Lenders”) and Agent, the Lender Group is willing to make certain financial accommodations available to Parent from time to time pursuant to the terms and conditions thereof; and

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Subordination Agreement or the Credit Agreement; and

WHEREAS, pursuant to Section 5.11 of the Credit Agreement, new direct or indirect Subsidiaries of any Loan Party, must execute and deliver certain Loan Documents, including the Subordination Agreement, and the execution of the Subordination Agreement by the undersigned New Obligor or New Obligors may be accomplished by the execution of this Supplement in favor of Agent, for the benefit of the Lender Group.

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Obligor hereby agrees as follows:

1.             In accordance with Section 27 of the Subordination Agreement, each New Obligor, by its signature below, becomes an “Obligor” under the Subordination Agreement with the same force and effect as if originally named therein as an “Obligor” and each New Obligor hereby (a) agrees to all of the terms and provisions of the Subordination Agreement applicable to it as a “Obligor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Obligor” thereunder are true and correct in all material respects on and as of the date hereof (except for any such representation and warranty which specifically relates to an earlier date). Each reference to an “Obligor” in the Subordination Agreement shall be deemed to include each New Obligor. The Subordination Agreement is incorporated herein by reference.

2.             Each New Obligor represents and warrants to Agent and the Lender Group that this Supplement has been duly executed and delivered by such New Obligor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as

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enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3.             This Supplement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission shall be as effective as delivery of a manually executed counterpart hereof.

4.             Except as expressly supplemented hereby, the Subordination Agreement shall remain in full force and effect.

5.             This Supplement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the conflict of laws principles thereof. The provisions of Section 21 of the Subordination Agreement are hereby incorporated by reference as if fully set forth herein.

[Signature pages follow.]

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IN WITNESS WHEREOF, the undersigned has executed and delivered this Agreement as of the date first written above.

New Obligor:	[   ],
	a [   ]
	By:
	Title:
	Name:

Supplement to Intercompany Subordination Agreement

Agent	MSDC JC INVESTMENTS, LLC
	a [  ]
	By:
	Name:
	Title:

Supplement to Intercompany Subordination Agreement

EX-10.9

Exhibit 10.9

Jack Cooper Holdings Corp.

630 Kennesaw Due West Road

Kennesaw, Georgia 30152

December 1, 2014

T. Michael Riggs

423 Lanesborough Drive

Marietta, Georgia  30064

United States of America

Re:          Offer of Continued Employment

Dear Mike,

Please accept this letter agreement as an offer of continued employment with Jack Cooper Holdings Corp. (the “Company”; and, together with its parent company and its direct and indirect subsidiaries, the “JC Companies”).  If you accept this offer of continued employment by signing at the bottom of this letter agreement, your continued employment with the Company will be based upon the terms and conditions set forth herein effective as of January 1, 2015 (the “Effective Date”).

It is acknowledged and agreed between the parties hereto that you have been an employee of one or more JC Companies since May 8, 2009, and that this letter agreement shall amend and restate any prior agreements in their entirety between you and any JC Companies concerning your employment with such JC Companies, including, without limitation, that certain Employment Agreement between you and the Company (f/k/a IEP Carhaul LLC), dated May 8, 2009 and as amended (collectively, the “Prior Agreements”).

You will hold the title of Chief Executive Officer of the Company and will report directly to the Board of Directors of the Company.

Your compensation and benefits will be as follows:

1.             Your initial base salary will be $650,000 per year, subject to upward adjustment from time to time as determined by the Board of Directors of the Company (or its Compensation Committee) its sole and absolute discretion.

2.             You will have the opportunity to receive an annual, performance-based, discretionary bonus of up to fifty percent (50%) of your then current base salary as determined by the the Board of Directors of the Company (or its Compensation Committee) in its sole and absolute discretion.  Furthermore, you will have the opportunity to receive additional discretionary bonuses as determined by the Board of Directors of the Company (or its Compensation Committee) in its sole and absolute discretion.

3.             As of the first day of your employment with the Company, you will be entitled to participate in all benefit programs, if any, that the Company establishes and makes available to its employees to the extent you are eligible and it is permitted under the plan documents governing such programs.

4.             You will be entitled to four (4) weeks paid vacation per year, in addition to sick days and paid holidays, all in accordance with the Company’s policies and procedures.

5.             If you and the Company agree to an employment-related relocation, then you will be entitled to a reimbursement of properly documented, customary and reasonable, out-of-pocket moving expenses from your current primary residence to a new primary residence, provided the Company’s prior written approval shall be required with respect to any expenses that in the aggregate exceed $10,000.

6.             You will be entitled to an automobile allowance of $650 per month and reimbursement of reasonable fuel charges incurred in connection with your employment with the Company.

7.             (a)           Except as provided in Section 7(b) below, in the event of your Termination (as hereinafter defined), then the Company shall pay to you (i) the then current base salary through the last day of your actual employment with the Company, (ii) any bonuses earned by you and declared by the Board of Directors of the Company (or its Compensation Committee) prior to such Termination for periods prior to such Termination (if any), and (iii) any benefits otherwise payable through the last day of your actual employment with the Company, and you shall thereafter not be entitled to any other compensation, payment, benefit, or right in connection with your employment.

(b)           Notwithstanding anything herein to the contrary, solely in the event of your Termination by the Company without Cause (as hereinafter defined) prior to the fifth (5th) anniversary of the Effective Date, then the Company shall pay to you: (i) (x) the then current base salary through the last day of your actual employment with the Company, (y) any bonuses earned by you and declared by the Board of Directors of the Company (or its Compensation Committee) prior to such Termination for periods prior to such Termination (if any), and (z) any benefits otherwise payable through the last day of your actual employment with the Company; and (ii) the initial base salary of $650,000 until the earlier of (x) eighteen (18) months after the date of such Termination by the Company without Cause and (y) the fifth (5th) anniversary of the Effective Date.  The payment to you of the amounts payable under this Section 7(b) shall (A) be contingent upon the execution by you of an irrevocable separation agreement and general release of claims, in substantially the form attached hereto as Exhibit A, that releases the JC Companies from any and all liability in any way related to the circumstances of your employment and termination therefrom and (B) constitute the sole remedy of yours in the event of a termination of your employment hereunder.

(c)           For purposes of Section 7(b), “Cause” means: (i) a breach of this letter agreement, which breach is not cured by you within thirty (30) days following the date that the Company provides written notice to you of such breach and the circumstances of such breach is

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reviewed with you by the Chairman, the General Counsel, and a human resources representative of the Company; (ii) your gross negligence, gross misconduct, fraud, or dishonesty in connection with your performance of your duties, as determined by the Board of Directors of the Company in its reasonable and good faith judgment; (iii) the conviction of you for a felony or crime involving moral turpitude; (iv) the commission of a willful act by you causing harm to the Company or any other JC Company which harm, when capable of cure, is not cured within thirty (30) days following the date the Company provides notice thereof; (v) your willful refusal to follow the lawful directives of the Board of Directors of the Company consistent with your job title; or (vi) your failure to follow any policies or procedures of the Company following the date the Company provides written notice of such failure.

8.             By signing this letter agreement and accepting this offer of employment, you are representing and warranting to the Company that, as of the Effective Date: (a) you have not provided to the Company any confidential information or trade secrets of any of your former employers or other parties for whom you have previously performed services (such parties collectively referred to as “Former Employer”); and (b) you are not restricted by any agreement, contract, obligation, or covenant from (i) competing with any Former Employer, (ii) soliciting business from any clients or customers of any Former Employer, (iii) offering to hire or hiring the employees of any Former Employer, or (iv) performing any of your anticipated employment duties and obligations for the Company.

9.             During your employment with the Company or any other JC Company (including your employment under the Prior Agreements) and for two (2) years after your Termination, you shall not, directly or indirectly, on your behalf or in the service or on behalf of others:

(a)           (i) Solicit, or attempt to solicit, any business from any of the JC Companies’ customers, including actively seeking prospective customers, with whom you had Material Contact (as hereinafter defined) during your employment with the Company or any other JC Company for purposes of providing products or services that are competitive with those provided by the Company or any other JC Company; or (ii) induce, or attempt to induce, any of the JC Companies’ customers with whom you had Material Contact during your employment with the Company or any other JC Company to terminate, reduce, or otherwise negatively change such customer’s relationship with such JC Company.

(b)           (i) Solicit, divert, or hire, or attempt to solicit, divert, or hire, any person employed by the Company or any other JC Company; or (ii) solicit, encourage, or offer any inducement to any employee of the Company or any other JC Company to leave the employ of the Company or such other JC Company.

(c)           Own, manage, operate, join, control, be employed by or with, or participate in any manner with a Competing Business (as hereinafter defined) anywhere in the Territory (as hereinafter defined) where doing so will require you to engage in Competitive Activities.

(d)           Publish, broadcast, or otherwise communicate any information, misinformation, comments, opinions, or remarks, whether written or oral, regardless of its believed truth, which is adverse to, reflects unfavorably upon, or tends to disparage the Company or any other JC

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Company or their products, services, operations, or business, provided that communications to your attorney or spouse and/or compelled testimony under oath being expressly excepted.

(e)           For purposes of this letter agreement:

(i)            “Material Contact” means the contact between you and each customer or potential customer:  (A) with whom or which you dealt on behalf of any JC Company; or (B) whose dealings with any JC Company were coordinated or supervised by you; or (C) about whom you obtained confidential information in the ordinary course of business as a result of your association with any JC Company; or (D) who received products or services authorized by any JC Company, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within two (2) years prior to the date of your Termination.

(ii)           “Competing Business” means any individual (including, without limitation, you), corporation, limited liability company, partnership, joint venture, association, or other entity, regardless of form, that is directly engaged in whole or in relevant part in any business or enterprise that is the same as, or similar to, the business of any JC Company.  The JC Companies are engaged in the business of carhauling and/or finished vehicle logistics in the United States of America, Canada, and/or Mexico.

(iii)          “Competitive Activities” means engaging in activities or offering or providing products or services of the type conducted, authorized, offered, or provided by any JC Company within two (2) years prior to your Termination.

(iv)          “Territory” means any and all geographic areas where you were undertaking your duties and/or responsibilities for the Company or any other JC Company within two (2) years prior to your Termination.

(v)           “Termination” means the termination of your employment with the Company at any time and for any reason or under any circumstances, whether with or without cause, with or without good reason, initiated by you or the Company, or otherwise.

10.          (a)           During your employment with the Company and any other JC Company (including your employment under the Prior Agreements) and for three (3) years after your Termination, you shall: (i) hold all Confidential Information (as hereinafter defined) in the strictest confidence and you shall not, without the prior written authorization of the Company or as required by law, regulation, or legal process, disclose any Confidential Information in any manner to any person or entity, other than in the furtherance of your duties to the Company during your employment with the Company; and (ii) not use, misuse, or reproduce any Confidential Information, except as (x) may be necessary in connection with your services performed for the Company or any other JC Company hereunder or (y) required by applicable law, regulation, or legal process.

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(b)           For purposes of this letter agreement, “Confidential Information” means information of a private, proprietary, secret, or confidential nature relating to the Company and/or the other JC Companies, including, without limitation, information concerning the Company’s and/or the other JC Companies’ customers (including names, addresses, telephone numbers, contact persons, and other identifying information with respect to the needs and requirements for customers; information dealing with the nature of customers’ accounts, including, without limitation, the dates on which agreements between any JC Company and such customers will end and/or be subject to renewal; and rate and price information and history relating to products or services provided by any JC Company to its customers), suppliers, distributors, financing sources, investors, operations, finances (including, without limitation, personnel data relating to any JC Company’s employees, such as compensation arrangements of such employees with any JC Company; any financial information relating to any JC Company’s income, budgeting, cost structures, expenses, profits, and general financial standing), businesses, equity and debt offerings and other financings, mergers and acquisitions, and other business transactions that derives value from not being generally known to other persons, including, but not limited to, technical or nontechnical data, formulas, patterns, compilations (including, without limitation, compilations of customers, suppliers, distributors, financing sources, and investors information), programs (including, without limitation, computer programs and software), devices, methods, techniques, drawings, processes, procedures, financial data (including, without limitation, financial statements, financial models, budgets, and forecasts), lists of actual or potential customers, suppliers, distributors, financing sources, and investors (including, without limitation, identifying information about such parties), business, strategy, and marketing plans and materials, negotiation strategies and positions, pricing and cost strategies, licensing strategies, advertising campaigns, training, policy, and procedure manuals, and other aspects of the businesses, without regard to form and whether or not reduced to writing.  “Confidential Information” shall not include information that: (i) was known to you at the time of receipt from the Company or another JC Company, so long as such information was not acquired directly or indirectly from the Company or any other JC Company or any person or entity who owed an obligation of confidentiality to the Company or any other JC Company whether by contract or otherwise; (ii) is or becomes publicly known through no act or fault of yours; or (iii) was received by you from a third party having the legal right to transmit the same; provided, however, that a combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or otherwise within such exceptions, as previously described, unless the combination itself is in the public domain or otherwise entirely within any one such exception.

11.          Upon your Termination, or at any other time at the Company’s request, you agree to and shall promptly deliver to the Company all of its or any JC Company’s materials, documents, plans, records, notes, drawings, or papers and any copies thereof (whether electronic or hard copy) that may be in your possession or under your control, including in particular all notes or records you have relating to any Confidential Information.

12.          (a)           You agree that any and all Inventions (as hereinafter defined) during your employment with the Company or any other JC Company (including your employment under the Prior Agreements) shall be the sole and exclusive property of the Company.  You shall, with respect to any Invention: (i) keep current, accurate, and complete records, which shall belong to

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the Company and be kept and stored on the Company’s premises; (ii) promptly and fully disclose the existence and describe the nature of the Invention to the Company  in writing (and without request); (iii) assign (and you hereby assign) to the Company all of your right, title, and interest in and to the Invention, any applications you make for patents or copyrights in any country, and any patents or copyrights granted to you in any country; and (iv) acknowledge and deliver promptly to the Company any written instruments, and perform any other acts necessary in the Company’s opinion to preserve property rights in the Invention against forfeiture, abandonment, or loss and to obtain and maintain letters patent and/or copyrights on the Invention and to vest the entire right and title to the Invention in the Company.  You also agree to perform promptly (without charge to the Company but at the expense of the Company) all acts as may be necessary in the Company’s opinion to preserve all patents and/or copyrights granted upon the Inventions.

(b)           You are hereby notified that this Section 12 does not apply to any inventions for which no equipment, supplies, facility, or trade secrets of the Company or any other JC Company is used and which is developed on your own time, and (i) which does not relate (A) directly to the business of the Company or any other JC Company or (B) to the Company’s or any other JC Company’s actual or demonstrably anticipated research or development, or (ii) which does not result from any work performed by you for the Company or any other JC Company.

(c)         If, in the course of your employment with the Company or any other JC Company (including your employment under the Prior Agreements), you use, provide, or incorporate into any goods, services, systems, or operations of the Company or any other JC Company any intellectual property owned by you or in which you have an interest, then you hereby grant the Company, under all of your intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty-free, and fully paid-up license and rights: (i) to make, use, copy, modify, and create derivative works of such intellectual property; (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease, or lend copies of such intellectual property (and derivative works thereof); and (iii) to sublicense to third parties the foregoing rights, including, without limitation, the right to sublicense to further third parties.

(d)           The terms of the assignment in this Section 12 as to any Invention may be subject to a separate assignment agreement between you and the Company.  The existence of such an assignment agreement shall have no effect on the assignment pursuant to this letter agreement of any other Invention.

(e)           To the extent that any Invention qualifies as “work made for hire” as defined in 17 U.S.C. § 101 (1976), as amended, such Invention will constitute “work made for hire” and, as such, will be the exclusive property of the Company.

(f)            In the event of any dispute, arbitration, or litigation concerning whether an invention, discovery, improvement, or idea made or conceived by you is the property of the Company, such invention, discovery, improvement, or idea shall be presumed the property of the Company and you will bear the burden of establishing otherwise.

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(g)           For purposes of this letter agreement, “Inventions” means any inventions, discoveries, improvements, and ideas, whether or not in writing or reduced to practice and whether or not patentable or copyrightable, made, authored, or conceived by you in connection with your employment with the Company or any other JC Company (including your employment under the Prior Agreements), whether by your individual efforts or in connection with the efforts of others.

(h)           You acknowledge and agree that the Company will suffer irreparable damage if you violate or threaten to violate the terms of this Section 12, and that such damage would be difficult to quantify, and it is therefore agreed that, in the event of a breach or threatened breach of this Section 12, the Company shall be entitled to injunctive relief, in addition to all other legal and equitable remedies available to it, without the necessity of posting a bond or other security.

13.          You acknowledge and agree that: (a) the Company is the holding company of several businesses (including, without limitation, the carhaul business of Jack Cooper Transport Company, Inc. and its subsidiaries and the logistics business of Jack Cooper Logistics, LLC and its subsidiaries), and its primary operations are focused on the management of such businesses; (b) in your role as an executive officer of the Company you will have executive authority and responsibility over not just the Company and its business but also over the other JC Companies and their businesses; and (c) you have had (as an employee and/or officer of one or more JC Companies) and will continue to have (as an employee and/or officer of the Company and/or other JC Companies) access to private, proprietary, secret, or confidential documents and information of the Company and the other JC Companies.  Because of these circumstances and in consideration for your continued employment hereunder, you acknowledge and agree that the restrictions contained in this letter agreement are necessary for the protection of the business and goodwill of the Company and the other JC Companies, that each of the restrictive covenants in this letter agreement is reasonable in time, scope of activities, geographic scope, and otherwise to protect the legitimate business interests and goodwill of the Company and the other JC Companies, and that any breach of the restrictive covenants in this letter agreement is likely to cause the Company and/or one or more of the other JC Companies substantial and irrevocable damage that is difficult to measure.  Therefore, in the event of any such breach or threatened breach of this letter agreement, you agree that the Company and any other JC Company, in addition to such other remedies that may be available at law or in equity, shall have the right to seek specific performance of the provisions of this letter agreement and shall have the right to seek an injunction without posting a bond from a court restraining such a breach or threatened breach, and you hereby waive the adequacy of a remedy at law as a defense to such relief.  You further agree that, if any restriction set forth in this letter agreement is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too great a range of activities, or in too broad a geographic area, then it shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area as to which it may be enforceable.

14.          This letter agreement shall be governed by and construed in accordance with the laws of the state of Georgia, without giving effect to its choice of law provisions.  Each party hereto irrevocably consents to the exclusive jurisdiction of the federal and state courts located in

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Fulton County, Georgia for all purposes in connection with any action or proceeding which arises out of or relates to this letter agreement.  This letter agreement amends and restates all the Prior Agreements and constitutes the entire agreement between the parties hereto and supersedes all prior understandings, whether oral or written.  This letter agreement may be executed in two or more counterparts and by facsimile or PDF, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  The invalidity or unenforceability of any provision of this letter agreement shall not render invalid or unenforceable any other provision hereof.  This letter agreement may not be modified or amended except by a writing duly executed and delivered by the parties hereto.  Neither this letter agreement nor any of the rights, interests, or obligations hereunder shall be assigned, in whole or in part, by any party hereto without the prior written consent of the other party hereto.

Please accept this offer of continued employment by signing below and returning a sign copy to me at your earliest convenience.

	Very truly yours,
	Jack Cooper Holdings Corp.
	By:	/s/ Sarah Amico
		Name: Sarah Amico
		Title:  Chairperson
ACCEPTED AND AGREED TO AS OF
THE EFFECTIVE DATE:
/s/ T. Michael Riggs
Name:  T. Michael Riggs

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Exhibit A

Confidential Separation Agreement and General Release

This Confidential Separation Agreement and General Release (this “Agreement”) is made and entered into as of the       day of           , 20    to be effective (subject to Section 14 (Revocation)) as of the Effective Date (as defined in Section 14 (Revocation)), by and between: (i)                , its divisions, subdivisions, subsidiaries, parents, affiliates, benefits plans, successors, and assigns (hereinafter collectively referred to as the “Company”); and (ii)                , an individual resident of the State of                 (hereinafter referred to as “Employee”).

W I T N E S S E T H:

WHEREAS, Employee has been employed by the Company pursuant to that certain Offer of Employment Letter, dated               (the “Offer Letter”);

WHEREAS, Employee’s employment with the Company has been terminated as of the Effective Date; and

WHEREAS, this Agreement sets forth the parties’ mutual understanding concerning the terms and conditions of the termination of Employee’s employment with the Company;

NOW, THEREFORE, in consideration of the premises, which are incorporated and made part of this Agreement, the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and Employee agree as follows:

1.             Confidentiality.  Employee agrees not to disclose the terms of this Agreement, to avoid direct or indirect references (whether by his actions or his words) to the terms of this Agreement, not to initiate discussions, correspondence, or other communications regarding the terms of this Agreement, and not to show this Agreement to, or discuss its contents with, any person other than his spouse, his attorneys, his accountants, the Internal Revenue Service, the taxing authority of any state to which Employee is obligated to report income information, or such other persons with whom Employee may otherwise be required by law to communicate concerning this Agreement’s contents.  Employee understands and acknowledges that the foregoing is a material term of this Agreement.

2.           Separation Payments.

(a)           Subject to and conditioned upon the terms and conditions of this Agreement, the Company shall cause to be paid to Employee the following payments (the “Section 2 Payments”): [Describe payments to which Employee would be entitled based on Offer Letter and circumstances of termination.]

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(b)           Employee understands and acknowledges that the payment of the Section 2 Payments shall be reported on an IRS Form W-2 and shall be subject to all deductions and withholdings required by law.

(c)           Notwithstanding anything herein to the contrary, the Section 2 Payments are expressly subject to and conditioned upon Employee’s full and complete performance of all the conditions, agreements, and other obligations set forth in this Agreement.  Should Employee breach or fail to adhere to any of the provisions of this Agreement, then the Company’s obligation to make any of the outstanding Section 2 Payments shall completely cease and be otherwise completely excused and the Company shall be entitled to pursue all other remedies at law or in equity.

(d)           Employee acknowledges and agrees that he would not have received the Section 2 Payments but for his execution of this Agreement and his full and complete performance of the provisions of this Agreement.

3.           Termination of Employment.

(a)           Employee and the Company agree that Employee’s termination of employment occurred effective as of the Effective Date.

(b)           Employee acknowledges and agrees that, except for the Section 2 Payments, he shall not receive any compensation, bonuses, benefits, or other consideration from the Company in connection with his employment or termination therefrom, and he waives all rights to such payments from the Company.

(c)           Employee agrees to waive any rights to reinstatement or to apply for reemployment with the Company (including, without limitation, any and all of its past, present, or future parent, subsidiary, or affiliated companies or divisions).  Employee acknowledges and agrees that any application for reinstatement or future employment with the Company (including, without limitation, any and all of its past, present, or future parent, subsidiary, or affiliated companies or divisions) will be considered void from its inception, and may be summarily rejected by the Company without explanation or liability.

(d)           For the avoidance of doubt, the parties hereto acknowledge and agree that nothing in this Agreement (including, without limitation, Section 3(b) above and Section 5 (Release and Waiver of Claims) below) shall affect: (i) the terms and conditions or enforceability of that certain Amended and Restated Indemnification Agreement, dated May 19, 2014 and with a retroactive effective date of November 29, 2010, between Employee and Jack Cooper Holdings Corp., or similar indemnification rights in favor of Employee provided under any charters, bylaws, or other corporate governance documents; or (ii) the rights of Employee as a stockholder of any Releasee (as hereinafter defined), including, without limitation, any rights under any charters, bylaws, stockholders agreements, or other corporate governance documents affecting stockholders of Releasees.

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4.           Protective Covenants.  Employee hereby acknowledges that: (a) Employee has had access to proprietary documents and information regarding the Company’s customers, suppliers, services, methods of operation, sales, pricing, and the specialized business needs of the Company’s customers and suppliers, which documents and information are highly confidential; and (b) the Company’s relationships with its financing sources, customers, suppliers, and employees are among the Company’s most important assets and business interests.  Because of this and in exchange for the consideration outlined herein, Employee acknowledges and agrees that Employee shall strictly observe and abide by the separate and independent restrictive covenants in the Offer Letter, including, without limitation, the covenants concerning non-compete, non-solicitation of customers, non-disclosure of Confidential Information (as defined in the Offer Letter), and assignment of inventions and ideas set forth in the Offer Letter.

5.           Release and Waiver of Claims.

(a)           Full Release and Waiver of All Claims.  As a material inducement to the Company to enter into this Agreement, Employee, on behalf of himself and his affiliates and their respective shareholders, LLC members, successors, assignees, directors, officers, LLC managers, employees, agents, representatives, attorneys, beneficiaries, heirs, personal representatives, and fiduciaries (collectively, the “Releasors”), hereby knowingly, voluntarily, irrevocably, unconditionally, and absolutely releases, waives, relinquishes, remises, acquits, and forever discharge the Company and each of the Company’s past, present, or future shareholders, LLC members, employees, representatives, attorneys, divisions, subdivisions, parent companies, subsidiaries, affiliates, agents, directors, officers, LLC managers, executives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with any of them (collectively, the “Releasees”) or any of them individually, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, losses, actions, causes of action, suits, rights, demands, debts, costs, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, whether known or unknown, absolute, accrued, contingent, or otherwise, which Releasors now have, have had, or may hereafter claim to have had against the Releasees by reason of any matter, act, omission, cause, or event that (i) has occurred up to the time of the Effective Date and (ii) relates to or arises from Employee’s employment with the Company or his separation therefrom (hereinafter collectively referred to as “Claim” or “Claims”).

Employee understands that this release and waiver includes, without limitation: (i) any and all Claims related or in any manner incidental to his employment with the Company and separation therefrom; (ii) any and all Claims and rights under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. §§ 2101 et seq., and any other federal, state, or local law, rule, or regulation relating to the employment relationship, each as amended; (iii) any and all Claims arising under the common law; (iv) any and all alleged breaches of duty arising out of any statute, contract, or tort, including, but not limited to, wrongful discharge or any action otherwise based on any policy or agreement; and (v) any and all possible or alleged Claims for back pay, bonuses, fringe or employee benefits, leaves of absence, interest, compensatory or punitive damages, salary, any other compensation,

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commissions, expenses, insurance, stock, stock options, or Claims arising out of any other terms and conditions of employment.

(b)           No Filed or Pending Claims.  Employee represents and warrants that he has not filed and will not file any Claims against the Company or any other Releasee with any state, federal, or local agency or court based on any matter, act, omission, cause, or event that has occurred up to the Effective Date, nor does Employee have any pending request with the Company for leave, FMLA leave, or other benefit.

(c)           No Assignment of Claims; Indemnification.  Employee represents and warrants that he has not assigned and will not assign to any other person, and that no other person is entitled to assert on his behalf, any above-referenced released Claims.  Employee further agrees that, if any such assignment has occurred, he shall indemnify and hold harmless the Releasees from and against any and all Claims that arise out of such assignment.

6.           Covenant Not To Sue.  Employee hereby covenants and agrees that he will not file or permit to be filed on his behalf any action, suit, or administrative proceeding, or take any other action that seeks, to pursue or enforce any Claim which he has released herein.

7.           Negotiated Agreement.  This Agreement shall not be construed against any party on the grounds that such party drafted this Agreement.  This Agreement shall be interpreted in accordance with the plain meaning of its terms, as though drafted equally by the parties, and not strictly for or against either of the parties hereto.

8.           Survival of Security and Confidentiality Agreements.  Notwithstanding anything herein to the contrary and in addition to any agreements that Employee has signed with the Company concerning secrecy, security, new products, ideas, inventions, and confidential data (including, without limitation, the Offer Letter), which agreements shall remain in full force and effect and shall survive this Agreement, Employee agrees to return immediately to the Company and shall not take, copy, use, or reveal to any person in any form or manner, any documents or information which the Company deems confidential or proprietary, including, but not limited to, lists of customers or potential customers, financial information, business practices, business and strategic plans, and other similar confidential materials or information.

9.           Non-Admission of Liability.  This Agreement shall not be deemed in any manner an admission, finding, or indication for any purpose whatsoever that the Company has acted contrary to law or violated the rights of Employee or any other person at any time.  Further, this Agreement shall not be construed in any manner as an admission by the Company that it is violating any law, policy, or procedure, or acted wrongfully with respect to Employee or any other person, or that Employee has any rights whatsoever against the Company.  Employee acknowledges that the Company specifically disclaims any liability to him arising from his employment relationship with the Company.

10.         Offset.  Employee authorizes the Company to offset from the Section 2 Payments any amount(s) otherwise payable to him under this Agreement or otherwise, any amount(s) of any loans or advances not repaid by him, the replacement cost (as of the date of replacement) of

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any Company property not returned by him, and any amount of any other debt or obligation owed by him to the Company.

11.         Severability.  Should any agreement provision (or subpart thereof) be declared or be determined by any court of competent jurisdiction to be wholly or partially illegal, invalid, or unenforceable, such provision (or subpart thereof) shall be severed from the remaining provisions (or subparts thereof), with any illegal or unenforceable provision (or subpart thereof) not affecting the remainder of this agreement, which shall continue at all times to be valid and enforceable.

12.         Governing Law.  This Agreement shall be interpreted, enforced, and governed under the laws of the State of Georgia, without giving effect to its choice of law provisions.

13.         Modification; Non-Waiver.  The terms of this Agreement may not be amended, modified, cancelled, terminated, or waived except by a written instrument executed by Employee and the Company, or in the case of waiver, the party to be charged with such waiver.  The failure of the Company to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right or remedies will not be construed as a waiver by the Company to assert or rely upon such provision, right, or remedy in that or any other instance.

14.         Revocation.  Employee acknowledges and agrees that he has had twenty-one (21) calendar days from the date of receipt of this Agreement to sign and accept it.  The parties agree this Agreement shall not be effective until the expiration of seven (7) calendar days after it is executed by Employee if Employee has not revoked his acceptance hereof, and during that seven (7) day period Employee may revoke his acceptance of this Agreement.  If Employee chooses to revoke his acceptance of this Agreement, he must so notify the Company in writing, marked “Personal and Confidential,” delivered to the General Counsel at                        , no later than seven (7) calendar days after he signs this Agreement.  Employee acknowledges and agrees that, if not revoked, this Agreement shall become final and binding upon expiration of said seven (7) calendar day period and the “Effective Date” of this Agreement shall be the first day following said seven (7) day period (for example, if Employee executes this Agreement on August 1, 2015, and does not revoke his acceptance, the Effective Date will be August 8, 2015).

15.         Employee Assurances.

(a)           EMPLOYEE AFFIRMS THAT HE HAS CAREFULLY READ THIS ENTIRE AGREEMENT.  HE ATTESTS THAT HE POSSESSES SUFFICIENT EDUCATION AND/OR EXPERIENCE TO FULLY UNDERSTAND THE EXTENT AND IMPACT OF ITS PROVISIONS.

(b)           EMPLOYEE ATTESTS THAT HE HAS BEEN AFFORDED THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR A PERIOD OF TWENTY-ONE (21) DAYS.  EMPLOYEE FURTHER ATTESTS THAT HE HAS BEEN ADVISED TO DISCUSS THIS AGREEMENT WITH AN ATTORNEY OF HIS CHOICE.

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(c)           EMPLOYEE AFFIRMS THAT HE IS FULLY COMPETENT TO EXECUTE THIS AGREEMENT, AND THAT HE DOES SO VOLUNTARILY AND WITHOUT ANY COERCION, UNDUE INFLUENCE, THREAT, OR INTIMIDATION OR ANY KIND OR TYPE.

16.          Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute together one and the same Agreement.  Facsimile copies and photocopies of signatures shall be accepted as originals.

[Signatures Follow on Next Page]

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[Signature Page to Confidential Separation Agreement and General Release]

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as a sealed instrument to be effective as of the Effective Date.

EMPLOYEE:

Date:

COMPANY:

By:

Name:

Title:

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EX-10.10

Exhibit 10.10

SEPARATION, RESTRICTIVE COVENANTS, AND CONSULTING AGREEMENT

This SEPARATION, RESTRICTIVE COVENANTS, AND CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of September, 2014 (the “Execution Date”) to be effective as of August 31, 2014 (the “Effective Date”) by and between: (a) Jack Cooper Holdings Corp. (the “Company”; and, together with its parent company and its direct and indirect subsidiaries, the “JC Companies”); and (b) Robert Griffin, an individual and resident of the state of Pennsylvania (“Executive”).  This Agreement is made under the following circumstances and understandings of the parties hereto:

WHEREAS, the Company (f/k/a IEP Carhaul LLC) and Executive are parties to that certain Amended and Restated Employment Agreement, dated April 1, 2010 and as amended by that certain First Amendment to Amended and Restated Employment Agreement dated May 8, 2014 (the “Employment Agreement”);

WHEREAS, Executive has been a director, officer, and/or employee of one or more JC Companies since July 1, 2009;

WHEREAS, Executive desires to voluntarily resign from the office of Chief Executive Officer and employment with the Company and, at the same time, voluntarily resign from all of his positions with all other JC Companies (collectively, the “Resignation”);

WHEREAS, in connection with the Resignation, the parties hereto desire to agree to a separation package, conditioned upon the terms and conditions of this Agreement;

WHEREAS, Executive and the Company desire to agree to certain restrictive covenants as set forth herein; and

WHEREAS, Executive desires to provide to the Company certain consulting services as set forth herein.

NOW, THEREFORE, in consideration of the premises, which are incorporated and made part of this Agreement, the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Separation Consideration.  In exchange for the promises contained in and subject to and conditioned upon the terms and conditions of this Agreement (including, without limitation, Section 3 (General Release and Waiver of Claims)), the Company shall cause to be delivered to Executive the following separation consideration (the “Separation Consideration”):

(a)Separation Payments.  The Company shall pay Executive a gross total of One Million One Hundred Thousand U.S. Dollars ($1,100,000), less applicable deductions and withholdings (the “Separation Payments”), due and payable in sixteen (16) equal monthly installments of Sixty-Eight Thousand Seven Hundred Fifty U.S. Dollars ($68,750) per month (less applicable deductions and

withholdings), payable in accordance with the Company’s normal payroll practices for executives, beginning with the month of September 2014 and ending with the month of December 2015.

(b)Executive Benefits.  Subject to the other provisions of this Section 1(b), Executive shall be entitled to participate in the Company’s health, group life insurance, and long-term disability programs in which he is participating as of the Separation Date (the “Programs”), if and to the extent Executive is eligible under (and subject to the provisions of) the plan documents governing the Programs; provided, however, if and to the extent Executive is ineligible to participate in the Programs and Executive elects to participates in any programs substantially similar to the Programs (the “Replacement Programs”), then the Company shall reimburse Executive for the portion of the premiums of the Replacement Programs paid by Executive.  The Company shall allow Executive to participate in the Programs and/or reimburse Executive for the portion of the premiums of the Replacement Programs paid by Executive, as applicable and in accordance with the preceding sentence, beginning with the date upon which Executive first becomes eligible for, and elects to participate in, the Programs and/or the Replacement Programs, as applicable and in accordance with the preceding sentence, and ending on the earliest of (i) December 31, 2015, and (ii) the date that Executive becomes eligible for employer-provided group benefits under another provider’s group health plan.

(c)Company Car; Computers and Cellular Telephone.

(i)The Company shall transfer title to Executive’s most recent company car or a company car of equal value as reasonably designated by Executive (the “Company Car”) to Executive, free and clear of any liens, upon obtaining consent to such transfer of title from any lenders of the Company whose consent to the same is required.  The bill of sale and/or transfer of title shall reflect a purchase price of One Hundred U.S. Dollars ($100.00).

(ii)Executive shall be entitled to retain the Company laptop computer, tablet computer, and cellular telephone (together with the telephone number assigned thereto) most recently used by Executive in connection with his employment with the Company; provided that Executive shall first deliver all such electronic devices to the CFO, GC, or CIO of the Company to allow the Company to transfer and/or delete any Company information therefrom; and provided further that Executive shall not retain or use any Company information on such electronic devices and shall continue to be subject to all agreements with any JC Companies related to secrecy, confidentiality, security, new products, ideas, inventions, and confidential data, whether provided herein, in the Employment Agreement, or elsewhere.

(d)Taxes.  Executive understands and acknowledges that any payment pursuant to Sections 1(a) through (c) above shall be appropriately reported to the IRS and shall be subject to all deductions and withholdings required by law.

2.Termination of Employment; Resignation from All Positions.

(a)Executive’s employment with the Company shall be terminated as of August 31, 2014 (the “Separation Date”), and the following Sections of the Employment Agreement shall be terminated and considered of no further force or effect: Section 1 (Term of Employment), Section 2 (Title; Capacity), Section 3 (Compensation and Benefits), Section 4 (Termination of Employment), and Section 5 (Effect of Termination).  Executive acknowledges and agrees that, except for the Separation Consideration, he shall not receive or be entitled to any compensation, bonuses, benefits, or other consideration from the Company or any other JC Company, and he waives all rights to such consideration from the Company or any other JC Company.

(b)Any benefits previously provided to Executive under the terms of his employment with the Company or any other JC Company, including, without limitation, fringe and retirement benefits, shall cease on the Separation Date and not continue in any manner unless otherwise expressly provided in this Agreement or by law.

(c)Executive shall and hereby does resign from all positions as director, officer, employee, or otherwise of the Company and all other JC Companies effective as of the Separation Date.

3.General Release and Waiver of Claims.

(a)As used in this Agreement, the term “Releasees” means the JC Companies and any one or more of the successors, assigns, and current and former shareholders, LLC members, partners, directors, LLC managers, trustees, officers, employees, agents, and representatives of the JC Companies.

(b)As used in this Agreement, the term “Claim” shall mean any and all claims made, to be made, or which might have been made of whatever kind or nature from the beginning of time to and including the Execution Date, including, but not limited to, those that arose as a consequence of Executive’s employment with the Company or any other JC Company and the termination thereof, any conduct, practice, policy, omission, or agreement of the JC Companies, or arising out of any acts committed or omitted during or after the existence of the employment relationship, all up through and including the Execution Date, including, but not limited to, actions in common law, in equity, contract, or tort, including, but not limited to, claims for back pay, front pay, wages, bonuses, fringe benefits, any form of discrimination, emotional distress, breach of any oral, written, or implied contract, pain and suffering, physical injuries, compensatory or punitive damages, interest, attorney’s fees, severance pay, vacation pay, deferred compensation, commissions, liquidated damages, sick pay, disability pay, and/or any other

benefit.  The word “Claim,” shall not include alleged breaches by the Company of this Agreement.

(c)As a material inducement to the Company to enter into this Agreement and pay the Separation Consideration, Executive, on behalf of himself and his successors, assignees, agents, representatives, attorneys, beneficiaries, heirs, and personal representatives (collectively, the “Releasors”), hereby: (i) knowingly, voluntarily, irrevocably, unconditionally, and absolutely releases, waives, relinquishes, remises, acquits, and forever discharge and agrees not to sue the JC Companies or any of the other Releasees on any and all Claims against the JC Companies or any of the other Releasees, whether known or unknown, which have arisen or could have arisen in any manner as of the Execution Date; (ii) represents that he has not filed any Claim against the JC Companies or any of the other Releasees; (iii) agrees that he will not hereafter file any Claim against the JC Companies or any of the other Releasees or seek any compensation for any Claim other than the Separation Consideration, and that if any agency or court assumes jurisdiction over any Claim against the JC Companies or any of the other Releasees on behalf of or otherwise for the benefit of Executive, he will direct that agency or court to withdraw from or dismiss with prejudice the Claim.  Nothing in this Section 3(c) is intended to preclude Executive from pursuing claims for alleged breaches by the Company of this Agreement.

4.Restrictive Covenants Payments.

(a)Subject to and conditioned upon the full and complete performance of all the conditions, agreements, and other obligations set forth in this Agreement (including, without limitation, Section 5 (Non-Competition, Non-Solicitation, and Other Restricted Activities), Section 6 (Definitions), and Section 7 (Confidentiality)), the Company shall make the following payments to Executive in the gross total amount of One Million Five Hundred Thousand U.S. Dollars ($1,500,000) (the “Restrictive Covenants Payments”):

Commencing on October 1, 2014 and ending on September 1, 2019, sixty (60) consecutive monthly installments each in the amount of Twenty-Five Thousand U.S. Dollars ($25,000.00), less applicable deductions and withholdings, and payable on the first day of each month (or if such day is not a business day, the immediately succeeding business day).

(b)Notwithstanding anything in this Agreement to the contrary, the Restrictive Covenants Payments are expressly subject to and conditioned upon Executive’s full and complete performance of all the conditions, agreements, and other obligations set forth in this Agreement (including, without limitation, Section 5 (Non-Competition, Non-Solicitation, and Other Restricted Activities), Section 6 (Definitions), and Section 7 (Confidentiality)).  Should Executive breach or fail to adhere to any of the provisions of this Agreement (including, without limitation, Section 5 (Non-Competition, Non-Solicitation, and Other Restricted Activities),

Section 6 (Definitions), or Section 7 (Confidentiality)), then the Company’s obligation to make any of the outstanding Restrictive Covenants Payments shall completely cease and be otherwise completely excused.  Executive acknowledges and agrees that he would not have received the consideration described in this Section 4 but for his execution of this Agreement and his full and complete performance of all the conditions, agreements, and other obligations set forth in this Agreement (including, without limitation, Section 5 (Non-Competition, Non-Solicitation, and Other Restricted Activities), Section 6 (Definitions), and Section 7 (Confidentiality)).

5.Non-Competition, Non-Solicitation, and Other Restricted Activities.

Executive hereby acknowledges and agrees that: (i) Executive has had access to proprietary documents and information regarding the Company’s and the other JC Companies’ customers, suppliers, financing sources, employees, services, products, methods of operation, sales, and pricing, and the specialized business needs of the Company’s and the other JC Companies’ customers, suppliers, and financing sources, which documents and information are highly confidential; and (ii) the Company’s and the other JC Companies’ relationships with its customers, suppliers, financing sources, and employees are among the Company’s and the other JC Companies’ most important assets and business interests.  Because of these circumstances and in exchange for the Restrictive Covenants Payments, Executive covenants and agrees that Executive shall, for a period beginning with the Separation Date and ending on September 1, 2019 (the “Restrictive Covenants Payments Period”), observe, abide by, and comply with the following separate and independent covenants:

(a)Neither Executive nor any of his Affiliates shall, without the prior written consent of the Company (which may be withheld in the Company’s sole and absolute discretion), either directly or indirectly, perform services comparable to the services Executive performed for the Company or any other JC Company for any Competing Enterprise (as hereinafter defined), whether as an owner, investor, operator, manager, employee, independent contractor, or otherwise;

(b)Neither Executive nor any of his Affiliates shall, without the prior written consent of the Company (which may be withheld in the Company’s sole and absolute discretion), either directly or indirectly, associate with any trade or labor union with whom Executive had Material Contact (as hereinafter defined) while employed by the Company or any other JC Company for the purpose of diverting or appropriating any Business of the Company or any other JC Company on behalf of any Competing Enterprise, whether as an owner, investor, operator, manager, employee, independent contractor, or otherwise;

(c)Neither Executive nor any of his Affiliates shall, without the prior written consent of the Company (which may be withheld in the Company’s sole and absolute discretion), either directly or indirectly, on Executive’s own behalf or in the service or on behalf of others, call upon, solicit, divert, or appropriate, or attempt

to solicit, divert, or appropriate, any business from any of the Company’s or any other JC Company’s customers with whom Executive had Material Contact during Executive’s employment with the Company or any other JC Company, for the purpose of providing technology, products, or services of a Competing Enterprise which are competitive with the technology, products, or services of the Company or any other JC Company, or offer any inducement to any of the Company’s or any other JC Company’s customers with whom Executive had Material Contact during Executive’s employment with the Company or any other JC Company to terminate or negatively change such customer’s relationship with the Company or any other JC Company;

(d)Neither Executive nor any of his Affiliates shall, without the prior written consent of the Company (which may be withheld in the Company’s sole and absolute discretion), either directly or indirectly, on Executive’s own behalf or in the service or on behalf of others, (i) solicit, divert, or hire, or attempt to solicit, divert, or hire, any person employed by the Company or any other JC Company, (ii) solicit, encourage, or offer any inducement to any employee of the Company or any other JC Company to leave the employ of the Company or such other JC Company, or (iii) solicit for employment, hire, or engage as an employee or independent contractor, any person who was employed by the Company or any other JC Company at any time during the last twelve (12) months of the term of Executive’s employment with the Company or any other JC Company; and

(e)Executive shall not publish, utter, broadcast, or otherwise communicate any information, misinformation, comments, opinions, remarks, articles, letters, or any other form of communication, whether written or oral, regardless of its believed truth, which is adverse to, reflects unfavorably upon, or tends to disparage any of the Company, any other JC Company, or their respective Affiliates or the technology, products, services, prospects, or financial condition of the Company, any other JC Company, or their Affiliates, or any equity holder, director, officer, employee, or controlling person of the Company, any other JC Company, or their Affiliates, to any Person (including, without limitation, any of the Company’s or any other JC Company’s customers, prospective customers, suppliers, financing sources, and competitors, and any industry trade group or labor union), provided that communications to Executive’s attorney or spouse and/or compelled testimony under oath being expressly excepted.

6.Definitions. The following capitalized terms are used in this Agreement with the meanings thereafter ascribed:

“Affiliate” means, with respect to any Person, a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person.  “Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

“Business” means engaging in activities or offering or providing products or services of the type conducted, authorized, offered, or provided by the Company or any JC Company within two (2) years prior to the Separation Date, including, without limitation, the business of transporting or hauling new and used vehicles and/or providing other finished vehicle logistics services for, and providing and selling related services to, customers in the United States of America, Canada, and/or Mexico.

“Competing Enterprise” means any Person, other than any JC Company, of whatever form engaged in the Business.

“Consulting Term” means the period commencing with the Execution Date and ending on the earlier of (i) the consummation of an IPO and (ii) December 31, 2015.

“IPO” means an underwritten initial public offering of equity interests of the Company or any other JC Company pursuant to an effective registration statement under the Securities Act of 1933, as amended.

“Material Contact” with a Person means contact for the purpose of advancing in any manner the Company’s or any other JC Company’s business relationship with such Person.

“Person” means any natural person, firm, partnership, association, corporation, limited liability company, trust, business trust, governmental entity, trade union, or other entity.

7.Confidentiality.

During the Restrictive Covenants Payments Period, Executive shall, and shall cause his Affiliates to, keep all proprietary or confidential information relating to the Company and the other JC Companies and their businesses, services, or activities strictly confidential, and shall not, and shall cause his Affiliates not to, use any of such proprietary or confidential information, except to the extent that: (a) it is necessary or appropriate to disclose such information to a Governmental Entity having jurisdiction over Executive or any of Executive’s Affiliates from whom disclosure is sought; (b) any requirement of applicable Law requires otherwise; or (c) such duty as to confidentiality is waived in writing by the Company (which may be withheld in the Company’s sole and absolute discretion); provided that, with respect to subclauses (a) and (b), if Executive or any of his Affiliates is required (in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any proprietary or confidential information, then Executive shall notify the Company promptly of the requirement in writing so that the Company may seek an appropriate protective order (at the Company’s expense) or waive compliance with the provisions of this Section 6; and provided further that, the foregoing and following obligations shall not apply to any such information that becomes publicly available other than as a result of a breach of the foregoing obligations or other obligations of Executive to the Company or any other JC Company or a breach by a third party which was under an obligation to the Company or any other JC Company

not to disclose such proprietary or confidential information.  If, in the absence of a protective order or the receipt of a waiver hereunder, Executive or any of his Affiliates is, on the advice of his, her, or its outside counsel, required to disclose such information, Executive or such Affiliate may disclose such information; provided that Executive or such Affiliate shall use his, her, or its best efforts to obtain, at the request and expense of the Company, an order or other assurance that confidential treatment will be accorded to such portion of such information required to be disclosed as the Company shall designate and shall disclose only such portions of such information as are required.

8.Consulting.

(a)During the Consulting Term, Executive shall serve as an advisor and consultant to the Company and the other JC Companies in connection with the JC Companies’ efforts to consummate an IPO.  Executive agrees to assist the Company’s Chief Executive Officer, General Counsel, Chief Commercial Officer, Chief Operating Officer, and Chief Financial Officer, upon requests from time to time, on matters related to the IPO, including, without limitation, the preparation and filing of a Form S-1 and the preparation of investors presentations.

(b)During the Consulting Term, Executive shall devote such time as necessary to comply with his duties and obligations under this Section 8.

(c)For Executive’s services during the Consulting Term under this Section 8, the Company shall pay to Executive the following compensation:

(i)On or before October 15, 2014, the gross total amount of Five Hundred Thousand U.S. Dollars ($500,000), less applicable deductions and withholdings; and

(ii)Within five (5) business days of the closing of an IPO, the gross total amount of Five Hundred Thousand U.S. Dollars ($500,000), less applicable deductions and withholdings (the “Contingent Consulting Amount”); provided that the Company’s obligation to pay the Contingent Consulting Amount is and shall be expressly subject to and conditioned upon the closing of an IPO on or before December 31, 2015.

(d)Executive and the Company acknowledge and agree that, during the Consulting Term, Executive shall be considered by both Executive and the Company as an independent contractor and not an employee of the Company.

9.Miscellaneous Provisions.

(a)If any restriction set forth in Section 4 (Restrictive Covenants Payments), Section 5 (Non-Competition, Non-Solicitation, and Other Restricted Activities), Section 6 (Definitions), or Section 7 (Confidentiality) above is found by any court of competent jurisdiction to be unenforceable because it extends for too long a

period of time, over too great a range of activities, or in too broad a geographic area, then it shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area as to which it may be enforceable.

(b)This Agreement shall be governed by and construed in accordance with the laws of the state of Missouri to the extent not governed by federal law, without giving effect to its choice of law provisions.  Each party hereto irrevocably consents to the exclusive jurisdiction of the federal and state courts located in Kansas City, Missouri for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.

(c)This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior understandings, whether oral or written.

(d)The terms of this Agreement shall be construed and administered in a manner calculated to meet the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  To the extent a provision of the Agreement fails to address the minimum requirements of Section 409A of the Code and applicable guidance thereunder, the Company may, in its discretion but with Executive’s prior written consent (which consent shall not be unreasonably withheld or delayed), take such steps as it deems reasonable to provide the coverage or benefits provided under the Agreement so as to comply with Section 409A of the Code and the guidance issued thereunder.

(e)If any provision of this Agreement is ever declared unenforceable, void, invalid, or voidable as a result of a claim brought by or on behalf of Executive, then Executive agrees voluntarily to repay to the Company, at the sole option of the Company, all the consideration provided for in this Agreement, notwithstanding any law, regulation, or agency interpretation/opinion to the contrary.

(f)If any provision of this Agreement is ever declared unenforceable, void, invalid, or voidable, then the parties hereto intend that the validity, legality, and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired and that the remaining provisions of this Agreement shall remain valid and enforceable as written to the maximum extent permitted by law.

(g)This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute together one and the same Agreement.  Facsimile copies and photocopies of signatures shall be accepted as originals.

(h)The parties hereto are not relying on any representation or warranty of any other party not contained herein, and, in the event of any dispute concerning this Agreement, the parties hereto shall be considered joint authors and no provision shall be interpreted against any party because of alleged authorship.

(i)Notwithstanding anything in this Agreement to the contrary and in addition to any agreements that Executive has signed with the Company or any other JC Company concerning secrecy, confidentiality, security, new products, ideas, inventions, and confidential data (including, without limitation, the provisions of this Agreement above and the surviving provisions of the Employment Agreement), which agreements shall remain in full force and effect, Executive agrees to return immediately to the Company and shall not take, copy, use, or reveal to any person in any form or manner, any documents or information which any JC Company deems confidential or proprietary, including, but not limited to, commercial strategies, lists of customers or potential customers, financial information, business practices, business and strategic plans, and other similar confidential materials or information.

(j)Except as expressly amended herein or terminated hereby, the terms, covenants, and conditions of Section 6 (Proprietary Information and Developments), Section 7 (Definitions), and Section 8 (Miscellaneous) of the Employment Agreement will remain in full force and effect.

[Signatures Follow on Next Page]

[Signature Page to Separation, Restrictive Covenants, and Consulting Agreement]

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as a sealed instrument to be effective as of the Effective Date.

		“Executive”
Dated:	09/26/2014	/s/ Robert Griffin
		Robert Griffin, an individual
		“Company”
		Jack Cooper Holdings Corp.
Dated:	09/29/2014	By:	/s/ T. Michael Riggs
			T. Michael Riggs, Chairman
				/s/ T. Michael Riggs

EX-10.11

Exhibit 10.11

Jack Cooper Holdings Corp.

630 Kennesaw Due West Road

Kennesaw, Georgia 30152

November 17, 2014

Theo A. Ciupitu

270 17th Street NW #4605

Atlanta, GA 30363

Re:Offer of Continued Employment

Dear Theo,

Please accept this letter agreement as an offer of continued employment with Jack Cooper Holdings Corp. (the “Company”; and, together with its parent company and its direct and indirect subsidiaries, the “JC Companies”). If you accept this offer of continued employment by signing at the bottom of this letter agreement, your continued employment with the Company will be based upon the terms and conditions set forth herein effective as of January 1, 2015 (the “Effective Date”).

It is acknowledged and agreed between the parties hereto that you have been an employee of one or more JC Companies since July 1, 2010, and that this letter agreement shall amend and restate any prior agreements in their entirety between you and any JC Companies concerning your employment with such JC Companies, including, without limitation, that certain Employment Agreement between you and the Company (f/k/a Jack Cooper Holdings LLC), dated June 1, 2010 (collectively, the “Prior Agreements”).

You will hold the title of General Counsel and Executive Vice President of the Company and will report directly to the Chairman of the Board of Directors and/or the Chief Executive Officer of the Company.

Your compensation and benefits will be as follows:

1.Your initial base salary will be $330,000 per year, subject to upward adjustment from time to time as determined by the Chairman, the Chief Executive Officer, or the Board of Directors of the Company in his or its sole and absolute discretion.

2.You will have the opportunity to receive an annual, performance-based, discretionary bonus of up to fifty percent (50%) of your then current base salary as determined by the Chairman, the Chief Executive Officer, or the Board of Directors of the Company in his or its sole and absolute discretion. Furthermore, you will have the opportunity to receive additional discretionary bonuses as determined by the Chairman, the Chief Executive Officer, or the Board of Directors of the Company in his or its sole and absolute discretion.

3.As of the first day of your employment with the Company, you will be entitled to participate in all benefit programs, if any, that the Company establishes and makes available to its employees to the extent you are eligible and it is permitted under the plan documents governing such programs.

4.You will be entitled to four (4) weeks paid vacation per year, in addition to sick days and paid holidays, all in accordance with the Company’s policies and procedures.

5.The Company shall pay (or, if applicable, reimburse you for) all of the cost of: (a) any reasonable dues and costs related to any business or professional organizations or associations relevant to your employment, including, without limitation, any admission fees and dues and other costs related to joining the American Bar Association, the Georgia State Bar, the Atlanta Bar Association, the Association of Corporate Counsel, and any other applicable state and local bar associations (to include two sections in each case); (b) any malpractice insurance and directors and officers insurance, including, without limitation, malpractice insurance with respect to providing professional services outside the employment provided for herein (e.g., providing legal services for the Riggs family); and (c) any reasonable expenses for continued legal education.

6.You will be entitled to an automobile allowance of $650 per month and reimbursement of reasonable fuel charges incurred in connection with your employment with the Company.

7.(a)Except as provided in Section 7(b) below, in the event of your Termination (as hereinafter defined), then the Company shall pay to you (i) the then current base salary through the last day of your actual employment with the Company, (ii) any bonuses earned by you and declared by the Chairman, the Chief Executive Officer, or the Board of Directors of the Company prior to such Termination for periods prior to such Termination (if any), and (iii) any benefits otherwise payable through the last day of your actual employment with the Company, and you shall thereafter not be entitled to any other compensation, payment, benefit, or right in connection with your employment.

(b)Notwithstanding anything herein to the contrary, solely in the event of your Termination by the Company without Cause (as hereinafter defined) prior to the fifth (5th) anniversary of the Effective Date, then the Company shall pay to you: (i) (x) the then current base salary through the last day of your actual employment with the Company, (y) any bonuses earned by you and declared by the Chairman, the Chief Executive Officer, or the Board of Directors of the Company prior to such Termination for periods prior to such Termination (if any), and (z) any benefits otherwise payable through the last day of your actual employment with the Company; and (ii) the initial base salary of $330,000 until the earlier of (x) eighteen (18) months after the date of such Termination by the Company without Cause and (y) the fifth (5th) anniversary of the Effective Date. The payment to you of the amounts payable under this Section 7(b) shall (A) be contingent upon the execution by you of an irrevocable separation agreement and general release of claims, in substantially the form attached hereto as Exhibit A, that releases the JC Companies from any and all liability in any way related to the circumstances

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of your employment and termination therefrom and (B) constitute the sole remedy of yours in the event of a termination of your employment hereunder.

(c)For purposes of Section 7(b), “Cause” means: (i) a breach of this letter agreement, which breach is not cured by you within thirty (30) days following the date that the Company provides written notice to you of such breach and the circumstances of such breach is reviewed with you by the Chairman or the Chief Executive Officer and a human resources representative of the Company; (ii) your gross negligence, gross misconduct, fraud, or dishonesty in connection with your performance of your duties, as determined by the Chairman, the Chief Executive Officer, or the Board of Directors of the Company in his or its reasonable and good faith judgment; (iii) the conviction of you for a felony or crime involving moral turpitude; (iv) the commission of a willful act by you causing harm to the Company or any other JC Company which harm, when capable of cure, is not cured within thirty (30) days following the date the Company provides notice thereof; (v) your willful refusal to follow the lawful directives of the Chairman, the Chief Executive Officer, or the Board of Directors of the Company consistent with your job title; or (vi) your failure to follow any policies or procedures of the Company following the date the Company provides written notice of such failure.

(d)The Company acknowledges and agrees that you, at your option, may work from a home office and/or a Company office anywhere in the “Greater Atlanta Metropolitan Area” as well as otherwise mutually agreed to between you and the Chairman, the Chief Executive Officer, or the Board of Directors of the Company. If you and the Company agree to an employment-related relocation, then you will be entitled to a reimbursement of properly documented, customary and reasonable, out-of-pocket moving expenses from your current primary residence to a new primary residence, provided the Company’s prior written approval shall be required with respect to any expenses that in the aggregate exceed $10,000.

8.By signing this letter agreement and accepting this offer of employment, you are representing and warranting to the Company that, as of the Effective Date: (a) you have not provided to the Company any confidential information or trade secrets of any of your former employers or other parties for whom you have previously performed services (such parties collectively referred to as “Former Employer”); and (b) you are not restricted by any agreement, contract, obligation, or covenant from (i) competing with any Former Employer, (ii) soliciting business from any clients or customers of any Former Employer, (iii) offering to hire or hiring the employees of any Former Employer, or (iv) performing any of your anticipated employment duties and obligations for the Company.

9.During your employment with the Company or any other JC Company (including your employment under the Prior Agreements) and for two (2) years after your Termination, you shall not, directly or indirectly, on your behalf or in the service or on behalf of others:

(a)(i) Solicit, or attempt to solicit, any business from any of the JC Companies’ customers, including actively seeking prospective customers, with whom you had Material Contact (as hereinafter defined) during your employment with the Company or any other JC Company for purposes of providing products or services that are competitive with those provided by the Company or any other JC Company; or (ii) induce, or attempt to induce, any of the JC

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Companies’ customers with whom you had Material Contact during your employment with the Company or any other JC Company to terminate, reduce, or otherwise negatively change such customer’s relationship with such JC Company.

(b)(i) Solicit, divert, or hire, or attempt to solicit, divert, or hire, any person employed by the Company or any other JC Company; or (ii) solicit, encourage, or offer any inducement to any employee of the Company or any other JC Company to leave the employ of the Company or such other JC Company.

(c)Own, manage, operate, join, control, be employed by or with, or participate in any manner with a Competing Business (as hereinafter defined) anywhere in the Territory (as hereinafter defined) where doing so will require you to engage in Competitive Activities.

(d)Publish, broadcast, or otherwise communicate any information, misinformation, comments, opinions, or remarks, whether written or oral, regardless of its believed truth, which is adverse to, reflects unfavorably upon, or tends to disparage the Company or any other JC Company or their products, services, operations, or business, provided that communications to your attorney or spouse and/or compelled testimony under oath being expressly excepted.

(e)For purposes of this letter agreement:

(i)“Material Contact” means the contact between you and each customer or potential customer: (A) with whom or which you dealt on behalf of any JC Company; or (B) whose dealings with any JC Company were coordinated or supervised by you; or (C) about whom you obtained confidential information in the ordinary course of business as a result of your association with any JC Company; or (D) who received products or services authorized by any JC Company, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within two (2) years prior to the date of your Termination.

(ii)“Competing Business” means any individual (including, without limitation, you), corporation, limited liability company, partnership, joint venture, association, or other entity, regardless of form, that is directly engaged in whole or in relevant part in any business or enterprise that is the same as, or similar to, the business of any JC Company. The JC Companies are engaged in the business of carhauling and/or finished vehicle logistics in the United States of America, Canada, and/or Mexico.

(iii)“Competitive Activities” means engaging in activities or offering or providing products or services of the type conducted, authorized, offered, or provided by any JC Company within two (2) years prior to your Termination.

(iv)“Territory” means any and all geographic areas where you were undertaking your duties and/or responsibilities for the Company or any other JC Company within two (2) years prior to your Termination.

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(v)“Termination” means the termination of your employment with the Company at any time and for any reason or under any circumstances, whether with or without cause, with or without good reason, initiated by you or the Company, or otherwise.

10.(a)During your employment with the Company and any other JC Company (including your employment under the Prior Agreements) and for three (3) years after your Termination, you shall: (i) hold all Confidential Information (as hereinafter defined) in the strictest confidence and you shall not, without the prior written authorization of the Company or as required by law, regulation, or legal process, disclose any Confidential Information in any manner to any person or entity, other than in the furtherance of your duties to the Company during your employment with the Company; and (ii) not use, misuse, or reproduce any Confidential Information, except as (x) may be necessary in connection with your services performed for the Company or any other JC Company hereunder or (y) required by applicable law, regulation, or legal process.

(b)For purposes of this letter agreement, “Confidential Information” means information of a private, proprietary, secret, or confidential nature relating to the Company and/or the other JC Companies, including, without limitation, information concerning the Company’s and/or the other JC Companies’ customers (including names, addresses, telephone numbers, contact persons, and other identifying information with respect to the needs and requirements for customers; information dealing with the nature of customers’ accounts, including, without limitation, the dates on which agreements between any JC Company and such customers will end and/or be subject to renewal; and rate and price information and history relating to products or services provided by any JC Company to its customers), suppliers, distributors, financing sources, investors, operations, finances (including, without limitation, personnel data relating to any JC Company’s employees, such as compensation arrangements of such employees with any JC Company; any financial information relating to any JC Company’s income, budgeting, cost structures, expenses, profits, and general financial standing), businesses, equity and debt offerings and other financings, mergers and acquisitions, and other business transactions that derives value from not being generally known to other persons, including, but not limited to, technical or nontechnical data, formulas, patterns, compilations (including, without limitation, compilations of customers, suppliers, distributors, financing sources, and investors information), programs (including, without limitation, computer programs and software), devices, methods, techniques, drawings, processes, procedures, financial data (including, without limitation, financial statements, financial models, budgets, and forecasts), lists of actual or potential customers, suppliers, distributors, financing sources, and investors (including, without limitation, identifying information about such parties), business, strategy, and marketing plans and materials, negotiation strategies and positions, pricing and cost strategies, licensing strategies, advertising campaigns, training, policy, and procedure manuals, and other aspects of the businesses, without regard to form and whether or not reduced to writing. “Confidential Information” shall not include information that: (i) was known to you at the time of receipt from the Company or another JC Company, so long as such information was not acquired directly or indirectly from the Company or any other JC Company or any person or entity who owed an obligation of confidentiality to the Company or any other JC Company whether by contract or otherwise; (ii) is or becomes publicly known through no act or fault of

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yours; or (iii) was received by you from a third party having the legal right to transmit the same; provided, however, that a combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or otherwise within such exceptions, as previously described, unless the combination itself is in the public domain or otherwise entirely within any one such exception.

11.Upon your Termination, or at any other time at the Company’s request, you agree to and shall promptly deliver to the Company all of its or any JC Company’s materials, documents, plans, records, notes, drawings, or papers and any copies thereof (whether electronic or hard copy) that may be in your possession or under your control, including in particular all notes or records you have relating to any Confidential Information.

12.(a)You agree that any and all Inventions (as hereinafter defined) during your employment with the Company or any other JC Company (including your employment under the Prior Agreements) shall be the sole and exclusive property of the Company. You shall, with respect to any Invention: (i) keep current, accurate, and complete records, which shall belong to the Company and be kept and stored on the Company’s premises; (ii) promptly and fully disclose the existence and describe the nature of the Invention to the Company in writing (and without request); (iii) assign (and you hereby assign) to the Company all of your right, title, and interest in and to the Invention, any applications you make for patents or copyrights in any country, and any patents or copyrights granted to you in any country; and (iv) acknowledge and deliver promptly to the Company any written instruments, and perform any other acts necessary in the Company’s opinion to preserve property rights in the Invention against forfeiture, abandonment, or loss and to obtain and maintain letters patent and/or copyrights on the Invention and to vest the entire right and title to the Invention in the Company. You also agree to perform promptly (without charge to the Company but at the expense of the Company) all acts as may be necessary in the Company’s opinion to preserve all patents and/or copyrights granted upon the Inventions.

(b)You are hereby notified that this Section 12 does not apply to any inventions for which no equipment, supplies, facility, or trade secrets of the Company or any other JC Company is used and which is developed on your own time, and (i) which does not relate (A) directly to the business of the Company or any other JC Company or (B) to the Company’s or any other JC Company’s actual or demonstrably anticipated research or development, or (ii) which does not result from any work performed by you for the Company or any other JC Company.

(c)If, in the course of your employment with the Company or any other JC Company (including your employment under the Prior Agreements), you use, provide, or incorporate into any goods, services, systems, or operations of the Company or any other JC Company any intellectual property owned by you or in which you have an interest, then you hereby grant the Company, under all of your intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty-free, and fully paid-up license and rights: (i) to make, use, copy, modify, and create derivative works of such intellectual property; (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease, or lend copies of such intellectual property (and derivative works

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thereof); and (iii) to sublicense to third parties the foregoing rights, including, without limitation, the right to sublicense to further third parties.

(d)The terms of the assignment in this Section 12 as to any Invention may be subject to a separate assignment agreement between you and the Company. The existence of such an assignment agreement shall have no effect on the assignment pursuant to this letter agreement of any other Invention.

(e)To the extent that any Invention qualifies as “work made for hire” as defined in 17 U.S.C. § 101 (1976), as amended, such Invention will constitute “work made for hire” and, as such, will be the exclusive property of the Company.

(f)In the event of any dispute, arbitration, or litigation concerning whether an invention, discovery, improvement, or idea made or conceived by you is the property of the Company, such invention, discovery, improvement, or idea shall be presumed the property of the Company and you will bear the burden of establishing otherwise.

(g)For purposes of this letter agreement, “Inventions” means any inventions, discoveries, improvements, and ideas, whether or not in writing or reduced to practice and whether or not patentable or copyrightable, made, authored, or conceived by you in connection with your employment with the Company or any other JC Company (including your employment under the Prior Agreements), whether by your individual efforts or in connection with the efforts of others.

(h)You acknowledge and agree that the Company will suffer irreparable damage if you violate or threaten to violate the terms of this Section 12, and that such damage would be difficult to quantify, and it is therefore agreed that, in the event of a breach or threatened breach of this Section 12, the Company shall be entitled to injunctive relief, in addition to all other legal and equitable remedies available to it, without the necessity of posting a bond or other security.

13.You acknowledge and agree that: (a) the Company is the holding company of several businesses (including, without limitation, the carhaul business of Jack Cooper Transport Company, Inc. and its subsidiaries and the logistics business of Jack Cooper Logistics, LLC and its subsidiaries), and its primary operations are focused on the management of such businesses; (b) in your role as an executive officer of the Company you will have executive authority and responsibility over not just the Company and its business but also over the other JC Companies and their businesses; and (c) you have had (as an employee and/or officer of one or more JC Companies) and will continue to have (as an employee and/or officer of the Company and/or other JC Companies) access to private, proprietary, secret, or confidential documents and information of the Company and the other JC Companies. Because of these circumstances and in consideration for your continued employment hereunder, you acknowledge and agree that the restrictions contained in this letter agreement are necessary for the protection of the business and goodwill of the Company and the other JC Companies, that each of the restrictive covenants in this letter agreement is reasonable in time, scope of activities, geographic scope, and otherwise to protect the legitimate business interests and goodwill of the Company and the other JC

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Companies, and that any breach of the restrictive covenants in this letter agreement is likely to cause the Company and/or one or more of the other JC Companies substantial and irrevocable damage that is difficult to measure. Therefore, in the event of any such breach or threatened breach of this letter agreement, you agree that the Company and any other JC Company, in addition to such other remedies that may be available at law or in equity, shall have the right to seek specific performance of the provisions of this letter agreement and shall have the right to seek an injunction without posting a bond from a court restraining such a breach or threatened breach, and you hereby waive the adequacy of a remedy at law as a defense to such relief. You further agree that, if any restriction set forth in this letter agreement is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too great a range of activities, or in too broad a geographic area, then it shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area as to which it may be enforceable.

14.This letter agreement shall be governed by and construed in accordance with the laws of the state of Georgia, without giving effect to its choice of law provisions. Each party hereto irrevocably consents to the exclusive jurisdiction of the federal and state courts located in Fulton County, Georgia for all purposes in connection with any action or proceeding which arises out of or relates to this letter agreement. This letter agreement amends and restates all the Prior Agreements and constitutes the entire agreement between the parties hereto and supersedes all prior understandings, whether oral or written. This letter agreement may be executed in two or more counterparts and by facsimile or PDF, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The invalidity or unenforceability of any provision of this letter agreement shall not render invalid or unenforceable any other provision hereof. This letter agreement may not be modified or amended except by a writing duly executed and delivered by the parties hereto. Neither this letter agreement nor any of the rights, interests, or obligations hereunder shall be assigned, in whole or in part, by any party hereto without the prior written consent of the other party hereto.

[Signatures Follow on Next Page]

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We are excited about your continued participation on the Company’s executive team and look forward to working with you in that role. Please accept this offer of continued employment by signing below and returning a sign copy to me at your earliest convenience.

Very truly yours,
Jack Cooper Holdings Corp.
By:
	Name:
	Title:

ACCEPTED AND AGREED TO AS OF

THE EFFECTIVE DATE:

/s/ Theo A. Ciupitu

Name: Theo A. Ciupitu

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Exhibit A

Confidential Separation Agreement and General Release

This Confidential Separation Agreement and General Release (this “Agreement”) is made and entered into as of the          day of                 , 20        to be effective (subject to Section 14 (Revocation)) as of the Effective Date (as defined in Section 14 (Revocation)), by and between: (i)                      , its divisions, subdivisions, subsidiaries, parents, affiliates, benefits plans, successors, and assigns (hereinafter collectively referred to as the “Company”); and (ii)                      , an individual resident of the State of                       (hereinafter referred to as “Employee”).

WITNESSETH:

WHEREAS, Employee has been employed by the Company pursuant to that certain Offer of Employment Letter, dated                       (the “Offer Letter”);

WHEREAS, Employee’s employment with the Company has been terminated as of the Effective Date; and

WHEREAS, this Agreement sets forth the parties’ mutual understanding concerning the terms and conditions of the termination of Employee’s employment with the Company;

NOW, THEREFORE, in consideration of the premises, which are incorporated and made part of this Agreement, the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and Employee agree as follows:

1.Confidentiality. Employee agrees not to disclose the terms of this Agreement, to avoid direct or indirect references (whether by his actions or his words) to the terms of this Agreement, not to initiate discussions, correspondence, or other communications regarding the terms of this Agreement, and not to show this Agreement to, or discuss its contents with, any person other than his spouse, his attorneys, his accountants, the Internal Revenue Service, the taxing authority of any state to which Employee is obligated to report income information, or such other persons with whom Employee may otherwise be required by law to communicate concerning this Agreement’s contents. Employee understands and acknowledges that the foregoing is a material term of this Agreement.

2.Separation Payments.

(a)Subject to and conditioned upon the terms and conditions of this Agreement, the Company shall cause to be paid to Employee the following payments (the “Section 2 Payments”): [Describe payments to which Employee would be entitled based on Offer Letter and circumstances of termination.]

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(b)Employee understands and acknowledges that the payment of the Section 2 Payments shall be reported on an IRS Form W-2 and shall be subject to all deductions and withholdings required by law.

(c)Notwithstanding anything herein to the contrary, the Section 2 Payments are expressly subject to and conditioned upon Employee’s full and complete performance of all the conditions, agreements, and other obligations set forth in this Agreement. Should Employee breach or fail to adhere to any of the provisions of this Agreement, then the Company’s obligation to make any of the outstanding Section 2 Payments shall completely cease and be otherwise completely excused and the Company shall be entitled to pursue all other remedies at law or in equity.

(d)Employee acknowledges and agrees that he would not have received the Section 2 Payments but for his execution of this Agreement and his full and complete performance of the provisions of this Agreement.

3.Termination of Employment.

(a)Employee and the Company agree that Employee’s termination of employment occurred effective as of the Effective Date.

(b)Employee acknowledges and agrees that, except for the Section 2 Payments, he shall not receive any compensation, bonuses, benefits, or other consideration from the Company in connection with his employment or termination therefrom, and he waives all rights to such payments from the Company.

(c)Employee agrees to waive any rights to reinstatement or to apply for reemployment with the Company (including, without limitation, any and all of its past, present, or future parent, subsidiary, or affiliated companies or divisions). Employee acknowledges and agrees that any application for reinstatement or future employment with the Company (including, without limitation, any and all of its past, present, or future parent, subsidiary, or affiliated companies or divisions) will be considered void from its inception, and may be summarily rejected by the Company without explanation or liability.

(d)For the avoidance of doubt, the parties hereto acknowledge and agree that nothing in this Agreement (including, without limitation, Section 3(b) above and Section 5 (Release and Waiver of Claims) below) shall affect: (i) the terms and conditions or enforceability of that certain Amended and Restated Indemnification Agreement, dated May 19, 2014 and with a retroactive effective date of November 29, 2010, between Employee and Jack Cooper Holdings Corp., or similar indemnification rights in favor of Employee provided under any charters, bylaws, or other corporate governance documents; or (ii) the rights of Employee as a stockholder of any Releasee (as hereinafter defined), including, without limitation, any rights under any charters, bylaws, stockholders agreements, or other corporate governance documents affecting stockholders of Releasees.

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4.Protective Covenants. Employee hereby acknowledges that: (a) Employee has had access to proprietary documents and information regarding the Company’s customers, suppliers, services, methods of operation, sales, pricing, and the specialized business needs of the Company’s customers and suppliers, which documents and information are highly confidential; and (b) the Company’s relationships with its financing sources, customers, suppliers, and employees are among the Company’s most important assets and business interests. Because of this and in exchange for the consideration outlined herein, Employee acknowledges and agrees that Employee shall strictly observe and abide by the separate and independent restrictive covenants in the Offer Letter, including, without limitation, the covenants concerning non-compete, non-solicitation of customers, non-disclosure of Confidential Information (as defined in the Offer Letter), and assignment of inventions and ideas set forth in the Offer Letter.

5.Release and Waiver of Claims.

(a)Full Release and Waiver of All Claims. As a material inducement to the Company to enter into this Agreement, Employee, on behalf of himself and his affiliates and their respective shareholders, LLC members, successors, assignees, directors, officers, LLC managers, employees, agents, representatives, attorneys, beneficiaries, heirs, personal representatives, and fiduciaries (collectively, the “Releasors”), hereby knowingly, voluntarily, irrevocably, unconditionally, and absolutely releases, waives, relinquishes, remises, acquits, and forever discharge the Company and each of the Company’s past, present, or future shareholders, LLC members, employees, representatives, attorneys, divisions, subdivisions, parent companies, subsidiaries, affiliates, agents, directors, officers, LLC managers, executives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with any of them (collectively, the “Releasees”) or any of them individually, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, losses, actions, causes of action, suits, rights, demands, debts, costs, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, whether known or unknown, absolute, accrued, contingent, or otherwise, which Releasors now have, have had, or may hereafter claim to have had against the Releasees by reason of any matter, act, omission, cause, or event that (i) has occurred up to the time of the Effective Date and (ii) relates to or arises from Employee’s employment with the Company or his separation therefrom (hereinafter collectively referred to as “Claim” or “Claims”).

Employee understands that this release and waiver includes, without limitation: (i) any and all Claims related or in any manner incidental to his employment with the Company and separation therefrom; (ii) any and all Claims and rights under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. §§ 2101 et seq., and any other federal, state, or local law, rule, or regulation relating to the employment relationship, each as amended; (iii) any and all Claims arising under the common law; (iv) any and all alleged breaches of duty arising out of any statute, contract, or tort, including, but not limited to, wrongful discharge or any action otherwise based on any policy or agreement; and (v) any and all possible or alleged Claims for back pay, bonuses, fringe or employee benefits, leaves of absence, interest, compensatory or punitive damages, salary, any other compensation,

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commissions, expenses, insurance, stock, stock options, or Claims arising out of any other terms and conditions of employment.

(b)No Filed or Pending Claims. Employee represents and warrants that he has not filed and will not file any Claims against the Company or any other Releasee with any state, federal, or local agency or court based on any matter, act, omission, cause, or event that has occurred up to the Effective Date, nor does Employee have any pending request with the Company for leave, FMLA leave, or other benefit.

(c)No Assignment of Claims; Indemnification. Employee represents and warrants that he has not assigned and will not assign to any other person, and that no other person is entitled to assert on his behalf, any above-referenced released Claims. Employee further agrees that, if any such assignment has occurred, he shall indemnify and hold harmless the Releasees from and against any and all Claims that arise out of such assignment.

6.Covenant Not To Sue. Employee hereby covenants and agrees that he will not file or permit to be filed on his behalf any action, suit, or administrative proceeding, or take any other action that seeks, to pursue or enforce any Claim which he has released herein.

7.Negotiated Agreement. This Agreement shall not be construed against any party on the grounds that such party drafted this Agreement. This Agreement shall be interpreted in accordance with the plain meaning of its terms, as though drafted equally by the parties, and not strictly for or against either of the parties hereto.

8.Survival of Security and Confidentiality Agreements. Notwithstanding anything herein to the contrary and in addition to any agreements that Employee has signed with the Company concerning secrecy, security, new products, ideas, inventions, and confidential data (including, without limitation, the Offer Letter), which agreements shall remain in full force and effect and shall survive this Agreement, Employee agrees to return immediately to the Company and shall not take, copy, use, or reveal to any person in any form or manner, any documents or information which the Company deems confidential or proprietary, including, but not limited to, lists of customers or potential customers, financial information, business practices, business and strategic plans, and other similar confidential materials or information.

9.Non-Admission of Liability. This Agreement shall not be deemed in any manner an admission, finding, or indication for any purpose whatsoever that the Company has acted contrary to law or violated the rights of Employee or any other person at any time. Further, this Agreement shall not be construed in any manner as an admission by the Company that it is violating any law, policy, or procedure, or acted wrongfully with respect to Employee or any other person, or that Employee has any rights whatsoever against the Company. Employee acknowledges that the Company specifically disclaims any liability to him arising from his employment relationship with the Company.

10.Offset. Employee authorizes the Company to offset from the Section 2 Payments any amount(s) otherwise payable to him under this Agreement or otherwise, any amount(s) of any loans or advances not repaid by him, the replacement cost (as of the date of replacement) of

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any Company property not returned by him, and any amount of any other debt or obligation owed by him to the Company.

11.Severability. Should any agreement provision (or subpart thereof) be declared or be determined by any court of competent jurisdiction to be wholly or partially illegal, invalid, or unenforceable, such provision (or subpart thereof) shall be severed from the remaining provisions (or subparts thereof), with any illegal or unenforceable provision (or subpart thereof) not affecting the remainder of this agreement, which shall continue at all times to be valid and enforceable.

12.Governing Law. This Agreement shall be interpreted, enforced, and governed under the laws of the State of Georgia, without giving effect to its choice of law provisions.

13.Modification; Non-Waiver. The terms of this Agreement may not be amended, modified, cancelled, terminated, or waived except by a written instrument executed by Employee and the Company, or in the case of waiver, the party to be charged with such waiver. The failure of the Company to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right or remedies will not be construed as a waiver by the Company to assert or rely upon such provision, right, or remedy in that or any other instance.

14.Revocation. Employee acknowledges and agrees that he has had twenty-one (21) calendar days from the date of receipt of this Agreement to sign and accept it. The parties agree this Agreement shall not be effective until the expiration of seven (7) calendar days after it is executed by Employee if Employee has not revoked his acceptance hereof, and during that seven (7) day period Employee may revoke his acceptance of this Agreement. If Employee chooses to revoke his acceptance of this Agreement, he must so notify the Company in writing, marked “Personal and Confidential,” delivered to the Chief Executive Officer and the General Counsel at                             , no later than seven (7) calendar days after he signs this Agreement. Employee acknowledges and agrees that, if not revoked, this Agreement shall become final and binding upon expiration of said seven (7) calendar day period and the “Effective Date” of this Agreement shall be the first day following said seven (7) day period (for example, if Employee executes this Agreement on August 1, 2015, and does not revoke his acceptance, the Effective Date will be August 8, 2015).

15.Employee Assurances.

(a)EMPLOYEE AFFIRMS THAT HE HAS CAREFULLY READ THIS ENTIRE AGREEMENT. HE ATTESTS THAT HE POSSESSES SUFFICIENT EDUCATION AND/OR EXPERIENCE TO FULLY UNDERSTAND THE EXTENT AND IMPACT OF ITS PROVISIONS.

(b)EMPLOYEE ATTESTS THAT HE HAS BEEN AFFORDED THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR A PERIOD OF TWENTY-ONE (21) DAYS. EMPLOYEE FURTHER ATTESTS THAT HE HAS BEEN ADVISED TO DISCUSS THIS AGREEMENT WITH AN ATTORNEY OF HIS CHOICE.

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(c)EMPLOYEE AFFIRMS THAT HE IS FULLY COMPETENT TO EXECUTE THIS AGREEMENT, AND THAT HE DOES SO VOLUNTARILY AND WITHOUT ANY COERCION, UNDUE INFLUENCE, THREAT, OR INTIMIDATION OR ANY KIND OR TYPE.

16.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute together one and the same Agreement. Facsimile copies and photocopies of signatures shall be accepted as originals.

[Signatures Follow on Next Page]

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[Signature Page to Confidential Separation Agreement and General Release]

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as a sealed instrument to be effective as of the Effective Date.

EMPLOYEE:

Date:

COMPANY:

By:

Name:

Title:

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EX-10.12

Exhibit 10.12

Jack Cooper Holdings Corp.

630 Kennesaw Due West Road

Kennesaw, Georgia 30152

January 15, 2015

Katie Helton

5274 Camden Lake Parkway

Acworth, Georgia 30101

Re:Offer of Continued Employment

Dear Katie,

Please accept this letter agreement as an offer of continued employment with Jack Cooper Holdings Corp. (the “Company”; and, together with its parent company and its direct and indirect subsidiaries, the “JC Companies”).  If you accept this offer of continued employment by signing at the bottom of this letter agreement, your continued employment with the Company will be based upon the terms and conditions set forth herein effective as of January 1, 2015 (the “Effective Date”).

It is acknowledged and agreed between the parties hereto that you have been an employee of the Company since November 1, 2009, and that this letter agreement shall amend and restate any prior agreements in their entirety between you and any JC Companies concerning your employment with such JC Companies (collectively, the “Prior Agreements”).

You will hold the title of Executive Vice President and Associate General Counsel of the Company and will report directly to the General Counsel of the Company.

Your compensation and benefits will be as follows:

1.Your initial base salary will be $125,000 per year, subject to upward adjustment from time to time as determined by the Chairman, the Chief Executive Officer, the General Counsel, or the Board of Directors (or its Compensation Committee) of the Company in his or its sole and absolute discretion.

2.You will have the opportunity to receive an annual, performance-based, discretionary bonus of up to fifty percent (50%) of your then current base salary as determined by the Chairman, the Chief Executive Officer, the General Counsel, or the Board of Directors (or its Compensation Committee) of the Company in his or its sole and absolute discretion.  Furthermore, you will have the opportunity to receive additional discretionary bonuses as determined by the Chairman, the Chief Executive Officer, the General Counsel, or the Board of Directors (or its Compensation Committee) of the Company in his or its sole and absolute discretion.  Furthermore, in the event the U.S. Congress passes an “weight or length law” that would increase the allowable length of, or the allowable weight of the cargo transported by, the

rolling stock of the Company and its affiliates, then you shall be entitled to a one-time bonus, as approved by the Board of Directors (or its Compensation Committee) of the Company, reflecting your efforts in lobbying for such a law change and the benefit of such a law change to the Company and its business; provided, however, that such bonus shall in no event be less than Fifty-Two Thousand U.S. Dollars ($52,000).

3.As of the first day of your employment with the Company, you will be entitled to participate in all benefit programs, if any, that the Company establishes and makes available to its employees to the extent you are eligible and it is permitted under the plan documents governing such programs.

4.You will be entitled to four (4) weeks paid vacation per year, in addition to sick days and paid holidays, all in accordance with the Company’s policies and procedures.  Additionally, with respect to the birth and care of a newborn child, you shall be entitled to twelve (12) weeks of paid, job-protected leave.  With respect to the placement of a child for adoption or foster care, you shall be entitled to six weeks of paid, job-protected leave.

5.If you and the Company agree to an employment-related relocation, then you will be entitled to a reimbursement of properly documented, customary and reasonable, out-of-pocket moving expenses from your current primary residence to a new primary residence, provided the Company’s prior written approval shall be required with respect to any expenses that in the aggregate exceed $10,000.

6.You will be entitled to an automobile allowance of $500 per month and reimbursement of reasonable fuel charges and maintenance expenses.  Additionally, you will be entitled to a student loan allowance of $500 per month.

7.(a)Except as provided in Section 7(b) below, in the event of your Termination (as hereinafter defined), then the Company shall pay to you (i) the then current base salary through the last day of your actual employment with the Company, (ii) any bonuses earned by you and declared by the Chairman, the Chief Executive Officer, the General Counsel, or the Board of Directors (or its Compensation Committee) of the Company prior to such Termination for periods prior to such Termination (if any), and (iii) any benefits otherwise payable through the last day of your actual employment with the Company, and you shall thereafter not be entitled to any other compensation, payment, benefit, or right in connection with your employment.

(b)Notwithstanding anything herein to the contrary, solely in the event of your Termination by the Company without Cause (as hereinafter defined) prior to the fifth (5th) anniversary of the Effective Date, then the Company shall pay to you: (i) (x) the then current base salary through the last day of your actual employment with the Company, (y) any bonuses earned by you and declared by the Chairman, the Chief Executive Officer, the General Counsel, or the Board of Directors (or its Compensation Committee) of the Company prior to such Termination for periods prior to such Termination (if any), and (z) any benefits otherwise payable through the last day of your actual employment with the Company; and (ii) the salary of $125,000 until the earlier of (x) eighteen (18) months after the date of such Termination by the

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Company without Cause and (y) the fifth (5th) anniversary of the Effective Date.  The payment to you of the amounts payable under this Section 7(b) shall (A) be contingent upon the execution by you of an irrevocable separation agreement and general release of claims, in substantially the form attached hereto as Exhibit A, that releases the JC Companies from any and all liability in any way related to the circumstances of your employment and termination therefrom and (B) constitute the sole remedy of yours in the event of a termination of your employment hereunder.

(c)For purposes of Section 7(b), “Cause” means: (i) a breach of this letter agreement, which breach is not cured by you within thirty (30) days following the date that the Company provides written notice to you of such breach and the circumstances of such breach is reviewed with you by the Chairman, the Chief Executive Officer, or the General Counsel, and a human resources representative of the Company; (ii) your gross negligence, gross misconduct, fraud, or dishonesty in connection with your performance of your duties, as determined by the Chairman, the Chief Executive Officer, the General Counsel, or the Board of Directors of the Company in his or its reasonable and good faith judgment; (iii) the conviction of you for a felony or crime involving moral turpitude; (iv) the commission of a willful act by you causing harm to the Company or any other JC Company which harm, when capable of cure, is not cured within thirty (30) days following the date the Company provides notice thereof; (v) your willful refusal to follow the lawful directives of the Chairman, the Chief Executive Officer, the General Counsel, or the Board of Directors of the Company consistent with your job title; or (vi) your failure to follow any policies or procedures of the Company following the date the Company provides written notice of such failure.

8.By signing this letter agreement and accepting this offer of employment, you are representing and warranting to the Company that, as of the Effective Date: (a) you have not provided to the Company any confidential information or trade secrets of any of your former employers or other parties for whom you have previously performed services (such parties collectively referred to as “Former Employer”); and (b) you are not restricted by any agreement, contract, obligation, or covenant from (i) competing with any Former Employer, (ii) soliciting business from any clients or customers of any Former Employer, (iii) offering to hire or hiring the employees of any Former Employer, or (iv) performing any of your anticipated employment duties and obligations for the Company.

9.During your employment with the Company or any other JC Company (including your employment under the Prior Agreements) and for two (2) years after your Termination, you shall not, directly or indirectly, on your behalf or in the service or on behalf of others:

(a)(i) Solicit, or attempt to solicit, any business from any of the JC Companies’ customers, including actively seeking prospective customers, with whom you had Material Contact (as hereinafter defined) during your employment with the Company or any other JC Company for purposes of providing products or services that are competitive with those provided by the Company or any other JC Company; or (ii) induce, or attempt to induce, any of the JC Companies’ customers with whom you had Material Contact during your employment with the Company or any other JC Company to terminate, reduce, or otherwise negatively change such customer’s relationship with such JC Company.

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(b)(i) Solicit, divert, or hire, or attempt to solicit, divert, or hire, any person employed by the Company or any other JC Company; or (ii) solicit, encourage, or offer any inducement to any employee of the Company or any other JC Company to leave the employ of the Company or such other JC Company.

(c)Own, manage, operate, join, control, be employed by or with, or participate in any manner with a Competing Business (as hereinafter defined) anywhere in the Territory (as hereinafter defined) where doing so will require you to engage in Competitive Activities.

(d)Publish, broadcast, or otherwise communicate any information, misinformation, comments, opinions, or remarks, whether written or oral, regardless of its believed truth, which is adverse to, reflects unfavorably upon, or tends to disparage the Company or any other JC Company or their products, services, operations, or business, provided that communications to your attorney or spouse and/or compelled testimony under oath being expressly excepted.

(e)For purposes of this letter agreement:

(i)“Material Contact” means the contact between you and each customer or potential customer:  (A) with whom or which you dealt on behalf of any JC Company; or (B) whose dealings with any JC Company were coordinated or supervised by you; or (C) about whom you obtained confidential information in the ordinary course of business as a result of your association with any JC Company; or (D) who received products or services authorized by any JC Company, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within two (2) years prior to the date of your Termination.

(ii)“Competing Business” means any individual (including, without limitation, you), corporation, limited liability company, partnership, joint venture, association, or other entity, regardless of form, that is directly engaged in whole or in relevant part in any business or enterprise that is the same as, or similar to, the business of any JC Company.  The JC Companies are engaged in the business of carhauling and/or finished vehicle logistics in the United States of America, Canada, and/or Mexico.

(iii)“Competitive Activities” means engaging in activities or offering or providing products or services of the type conducted, authorized, offered, or provided by any JC Company within two (2) years prior to your Termination.

(iv)“Territory” means any and all geographic areas where you were undertaking your duties and/or responsibilities for the Company or any other JC Company within two (2) years prior to your Termination.

(v)“Termination” means the termination of your employment with the Company at any time and for any reason or under any circumstances, whether with or without cause, with or without good reason, initiated by you or the Company, or otherwise.

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10.(a)During your employment with the Company and any other JC Company (including your employment under the Prior Agreements) and for three (3) years after your Termination, you shall: (i) hold all Confidential Information (as hereinafter defined) in the strictest confidence and you shall not, without the prior written authorization of the Company or as required by law, regulation, or legal process, disclose any Confidential Information in any manner to any person or entity, other than in the furtherance of your duties to the Company during your employment with the Company; and (ii) not use, misuse, or reproduce any Confidential Information, except as (x) may be necessary in connection with your services performed for the Company or any other JC Company hereunder or (y) required by applicable law, regulation, or legal process.

(b)For purposes of this letter agreement, “Confidential Information” means information of a private, proprietary, secret, or confidential nature relating to the Company and/or the other JC Companies, including, without limitation, information concerning the Company’s and/or the other JC Companies’ customers (including names, addresses, telephone numbers, contact persons, and other identifying information with respect to the needs and requirements for customers; information dealing with the nature of customers’ accounts, including, without limitation, the dates on which agreements between any JC Company and such customers will end and/or be subject to renewal; and rate and price information and history relating to products or services provided by any JC Company to its customers), suppliers, distributors, financing sources, investors, operations, finances (including, without limitation, personnel data relating to any JC Company’s employees, such as compensation arrangements of such employees with any JC Company; any financial information relating to any JC Company’s income, budgeting, cost structures, expenses, profits, and general financial standing), businesses, equity and debt offerings and other financings, mergers and acquisitions, and other business transactions that derives value from not being generally known to other persons, including, but not limited to, technical or nontechnical data, formulas, patterns, compilations (including, without limitation, compilations of customers, suppliers, distributors, financing sources, and investors information), programs (including, without limitation, computer programs and software), devices, methods, techniques, drawings, processes, procedures, financial data (including, without limitation, financial statements, financial models, budgets, and forecasts), lists of actual or potential customers, suppliers, distributors, financing sources, and investors (including, without limitation, identifying information about such parties), business, strategy, and marketing plans and materials, negotiation strategies and positions, pricing and cost strategies, licensing strategies, advertising campaigns, training, policy, and procedure manuals, and other aspects of the businesses, without regard to form and whether or not reduced to writing.  “Confidential Information” shall not include information that: (i) was known to you at the time of receipt from the Company or another JC Company, so long as such information was not acquired directly or indirectly from the Company or any other JC Company or any person or entity who owed an obligation of confidentiality to the Company or any other JC Company whether by contract or otherwise; (ii) is or becomes publicly known through no act or fault of yours; or (iii) was received by you from a third party having the legal right to transmit the same; provided, however, that a combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or otherwise within such exceptions, as previously described, unless the combination itself is in the public domain or otherwise entirely within any one such exception.

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11.Upon your Termination, or at any other time at the Company’s request, you agree to and shall promptly deliver to the Company all of its or any JC Company’s materials, documents, plans, records, notes, drawings, or papers and any copies thereof (whether electronic or hard copy) that may be in your possession or under your control, including in particular all notes or records you have relating to any Confidential Information.

12.(a)You agree that any and all Inventions (as hereinafter defined) during your employment with the Company or any other JC Company (including your employment under the Prior Agreements) shall be the sole and exclusive property of the Company.  You shall, with respect to any Invention: (i) keep current, accurate, and complete records, which shall belong to the Company and be kept and stored on the Company’s premises; (ii) promptly and fully disclose the existence and describe the nature of the Invention to the Company in writing (and without request); (iii) assign (and you hereby assign) to the Company all of your right, title, and interest in and to the Invention, any applications you make for patents or copyrights in any country, and any patents or copyrights granted to you in any country; and (iv) acknowledge and deliver promptly to the Company any written instruments, and perform any other acts necessary in the Company’s opinion to preserve property rights in the Invention against forfeiture, abandonment, or loss and to obtain and maintain letters patent and/or copyrights on the Invention and to vest the entire right and title to the Invention in the Company.  You also agree to perform promptly (without charge to the Company but at the expense of the Company) all acts as may be necessary in the Company’s opinion to preserve all patents and/or copyrights granted upon the Inventions.

(b)You are hereby notified that this Section 12 does not apply to any inventions for which no equipment, supplies, facility, or trade secrets of the Company or any other JC Company is used and which is developed on your own time, and (i) which does not relate (A) directly to the business of the Company or any other JC Company or (B) to the Company’s or any other JC Company’s actual or demonstrably anticipated research or development, or (ii) which does not result from any work performed by you for the Company or any other JC Company.

(c)If, in the course of your employment with the Company or any other JC Company (including your employment under the Prior Agreements), you use, provide, or incorporate into any goods, services, systems, or operations of the Company or any other JC Company any intellectual property owned by you or in which you have an interest, then you hereby grant the Company, under all of your intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty-free, and fully paid-up license and rights: (i) to make, use, copy, modify, and create derivative works of such intellectual property; (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease, or lend copies of such intellectual property (and derivative works thereof); and (iii) to sublicense to third parties the foregoing rights, including, without limitation, the right to sublicense to further third parties.

(d)The terms of the assignment in this Section 12 as to any Invention may be subject to a separate assignment agreement between you and the Company.  The existence of

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such an assignment agreement shall have no effect on the assignment pursuant to this letter agreement of any other Invention.

(e)To the extent that any Invention qualifies as “work made for hire” as defined in 17 U.S.C. § 101 (1976), as amended, such Invention will constitute “work made for hire” and, as such, will be the exclusive property of the Company.

(f)In the event of any dispute, arbitration, or litigation concerning whether an invention, discovery, improvement, or idea made or conceived by you is the property of the Company, such invention, discovery, improvement, or idea shall be presumed the property of the Company and you will bear the burden of establishing otherwise.

(g)For purposes of this letter agreement, “Inventions” means any inventions, discoveries, improvements, and ideas, whether or not in writing or reduced to practice and whether or not patentable or copyrightable, made, authored, or conceived by you in connection with your employment with the Company or any other JC Company (including your employment under the Prior Agreements), whether by your individual efforts or in connection with the efforts of others.

(h)You acknowledge and agree that the Company will suffer irreparable damage if you violate or threaten to violate the terms of this Section 12, and that such damage would be difficult to quantify, and it is therefore agreed that, in the event of a breach or threatened breach of this Section 12, the Company shall be entitled to injunctive relief, in addition to all other legal and equitable remedies available to it, without the necessity of posting a bond or other security.

13.You acknowledge and agree that: (a) the Company is the holding company of several businesses (including, without limitation, the carhaul business of Jack Cooper Transport Company, Inc. and its subsidiaries and the logistics business of Jack Cooper Logistics, LLC and its subsidiaries), and its primary operations are focused on the management of such businesses; (b) in your role as Executive Vice President and Associate General Counsel of the Company, you will have executive authority and responsibility over not just the Company and its business but also over the other JC Companies and their businesses; and (c) you have had (as an employee, officer, and/or director of one or more JC Companies) and will continue to have (as an employee, officer, and/or director of the Company and/or other JC Companies) access to private, proprietary, secret, or confidential documents and information of the Company and the other JC Companies.  Because of these circumstances and in consideration for your continued employment hereunder, you acknowledge and agree that the restrictions contained in this letter agreement are necessary for the protection of the business and goodwill of the Company and the other JC Companies, that each of the restrictive covenants in this letter agreement is reasonable in time, scope of activities, geographic scope, and otherwise to protect the legitimate business interests and goodwill of the Company and the other JC Companies, and that any breach of the restrictive covenants in this letter agreement is likely to cause the Company and/or one or more of the other JC Companies substantial and irrevocable damage that is difficult to measure.  Therefore, in the event of any such breach or threatened breach of this letter agreement, you agree that the Company and any other JC Company, in addition to such other remedies that may

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be available at law or in equity, shall have the right to seek specific performance of the provisions of this letter agreement and shall have the right to seek an injunction without posting a bond from a court restraining such a breach or threatened breach, and you hereby waive the adequacy of a remedy at law as a defense to such relief.  You further agree that, if any restriction set forth in this letter agreement is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too great a range of activities, or in too broad a geographic area, then it shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area as to which it may be enforceable.

14.This letter agreement shall be governed by and construed in accordance with the laws of the state of Georgia, without giving effect to its choice of law provisions.  Each party hereto irrevocably consents to the exclusive jurisdiction of the federal and state courts located in Fulton County, Georgia for all purposes in connection with any action or proceeding which arises out of or relates to this letter agreement.  This letter agreement amends and restates all the Prior Agreements and constitutes the entire agreement between the parties hereto and supersedes all prior understandings, whether oral or written.  This letter agreement may be executed in two or more counterparts and by facsimile or PDF, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  The invalidity or unenforceability of any provision of this letter agreement shall not render invalid or unenforceable any other provision hereof.  This letter agreement may not be modified or amended except by a writing duly executed and delivered by the parties hereto.  Neither this letter agreement nor any of the rights, interests, or obligations hereunder shall be assigned, in whole or in part, by any party hereto without the prior written consent of the other party hereto.

Please accept this offer of continued employment by signing below and returning a sign copy to me at your earliest convenience.

	Very truly yours,
	Jack Cooper Holdings Corp.
	By:	/s/ Theo Ciupitu
		Name:	Theo Ciupitu
		Title:	Executive Vice President
ACCEPTED AND AGREED TO AS OF
THE EFFECTIVE DATE:
/s/ Katie Helton
Name: Katie Helton

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Exhibit A

Confidential Separation Agreement and General Release

This Confidential Separation Agreement and General Release (this “Agreement”) is made and entered into as of the       day of           , 20    to be effective (subject to Section 14 (Revocation)) as of the Effective Date (as defined in Section 14 (Revocation)), by and between: (i)                , its divisions, subdivisions, subsidiaries, parents, affiliates, benefits plans, successors, and assigns (hereinafter collectively referred to as the “Company”); and (ii)                , an individual resident of the State of                 (hereinafter referred to as “Employee”).

W I T N E S S E T H:

WHEREAS, Employee has been employed by the Company pursuant to that certain Offer of Employment Letter, dated               (the “Offer Letter”);

WHEREAS, Employee’s employment with the Company has been terminated as of the Effective Date; and

WHEREAS, this Agreement sets forth the parties’ mutual understanding concerning the terms and conditions of the termination of Employee’s employment with the Company;

NOW, THEREFORE, in consideration of the premises, which are incorporated and made part of this Agreement, the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and Employee agree as follows:

1.Confidentiality.  Employee agrees not to disclose the terms of this Agreement, to avoid direct or indirect references (whether by his actions or his words) to the terms of this Agreement, not to initiate discussions, correspondence, or other communications regarding the terms of this Agreement, and not to show this Agreement to, or discuss its contents with, any person other than his spouse, his attorneys, his accountants, the Internal Revenue Service, the taxing authority of any state to which Employee is obligated to report income information, or such other persons with whom Employee may otherwise be required by law to communicate concerning this Agreement’s contents.  Employee understands and acknowledges that the foregoing is a material term of this Agreement.

2.Separation Payments.

(a)Subject to and conditioned upon the terms and conditions of this Agreement, the Company shall cause to be paid to Employee the following payments (the “Section 2 Payments”): [Describe payments to which Employee would be entitled based on Offer Letter and circumstances of termination.]

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(b)Employee understands and acknowledges that the payment of the Section 2 Payments shall be reported on an IRS Form W-2 and shall be subject to all deductions and withholdings required by law.

(c)Notwithstanding anything herein to the contrary, the Section 2 Payments are expressly subject to and conditioned upon Employee’s full and complete performance of all the conditions, agreements, and other obligations set forth in this Agreement.  Should Employee breach or fail to adhere to any of the provisions of this Agreement, then the Company’s obligation to make any of the outstanding Section 2 Payments shall completely cease and be otherwise completely excused and the Company shall be entitled to pursue all other remedies at law or in equity.

(d)Employee acknowledges and agrees that he would not have received the Section 2 Payments but for his execution of this Agreement and his full and complete performance of the provisions of this Agreement.

3.Termination of Employment.

(a)Employee and the Company agree that Employee’s termination of employment occurred effective as of the Effective Date.

(b)Employee acknowledges and agrees that, except for the Section 2 Payments, he shall not receive any compensation, bonuses, benefits, or other consideration from the Company in connection with his employment or termination therefrom, and he waives all rights to such payments from the Company.

(c)Employee agrees to waive any rights to reinstatement or to apply for reemployment with the Company (including, without limitation, any and all of its past, present, or future parent, subsidiary, or affiliated companies or divisions).  Employee acknowledges and agrees that any application for reinstatement or future employment with the Company (including, without limitation, any and all of its past, present, or future parent, subsidiary, or affiliated companies or divisions) will be considered void from its inception, and may be summarily rejected by the Company without explanation or liability.

(d)For the avoidance of doubt, the parties hereto acknowledge and agree that nothing in this Agreement (including, without limitation, Section 3(b) above and Section 5 (Release and Waiver of Claims) below) shall affect: (i) the terms and conditions or enforceability of that certain Amended and Restated Indemnification Agreement, dated May 19, 2014 and with a retroactive effective date of November 29, 2010, between Employee and Jack Cooper Holdings Corp., or similar indemnification rights in favor of Employee provided under any charters, bylaws, or other corporate governance documents; or (ii) the rights of Employee as a stockholder of any Releasee (as hereinafter defined), including, without limitation, any rights under any charters, bylaws, stockholders agreements, or other corporate governance documents affecting stockholders of Releasees.

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4.Protective Covenants.  Employee hereby acknowledges that: (a) Employee has had access to proprietary documents and information regarding the Company’s customers, suppliers, services, methods of operation, sales, pricing, and the specialized business needs of the Company’s customers and suppliers, which documents and information are highly confidential; and (b) the Company’s relationships with its financing sources, customers, suppliers, and employees are among the Company’s most important assets and business interests.  Because of this and in exchange for the consideration outlined herein, Employee acknowledges and agrees that Employee shall strictly observe and abide by the separate and independent restrictive covenants in the Offer Letter, including, without limitation, the covenants concerning non-compete, non-solicitation of customers, non-disclosure of Confidential Information (as defined in the Offer Letter), and assignment of inventions and ideas set forth in the Offer Letter.

5.Release and Waiver of Claims.

(a)Full Release and Waiver of All Claims.  As a material inducement to the Company to enter into this Agreement, Employee, on behalf of himself and his affiliates and their respective shareholders, LLC members, successors, assignees, directors, officers, LLC managers, employees, agents, representatives, attorneys, beneficiaries, heirs, personal representatives, and fiduciaries (collectively, the “Releasors”), hereby knowingly, voluntarily, irrevocably, unconditionally, and absolutely releases, waives, relinquishes, remises, acquits, and forever discharge the Company and each of the Company’s past, present, or future shareholders, LLC members, employees, representatives, attorneys, divisions, subdivisions, parent companies, subsidiaries, affiliates, agents, directors, officers, LLC managers, executives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with any of them (collectively, the “Releasees”) or any of them individually, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, losses, actions, causes of action, suits, rights, demands, debts, costs, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, whether known or unknown, absolute, accrued, contingent, or otherwise, which Releasors now have, have had, or may hereafter claim to have had against the Releasees by reason of any matter, act, omission, cause, or event that (i) has occurred up to the time of the Effective Date and (ii) relates to or arises from Employee’s employment with the Company or his separation therefrom (hereinafter collectively referred to as “Claim” or “Claims”).

Employee understands that this release and waiver includes, without limitation: (i) any and all Claims related or in any manner incidental to his employment with the Company and separation therefrom; (ii) any and all Claims and rights under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. §§ 2101 et seq., and any other federal, state, or local law, rule, or regulation relating to the employment relationship, each as amended; (iii) any and all Claims arising under the common law; (iv) any and all alleged breaches of duty arising out of any statute, contract, or tort, including, but not limited to, wrongful discharge or any action otherwise based on any policy or agreement; and (v) any and all possible or alleged Claims for back pay, bonuses, fringe or employee benefits, leaves of absence, interest, compensatory or punitive damages, salary, any other compensation,

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commissions, expenses, insurance, stock, stock options, or Claims arising out of any other terms and conditions of employment.

(b)No Filed or Pending Claims.  Employee represents and warrants that he has not filed and will not file any Claims against the Company or any other Releasee with any state, federal, or local agency or court based on any matter, act, omission, cause, or event that has occurred up to the Effective Date, nor does Employee have any pending request with the Company for leave, FMLA leave, or other benefit.

(c)No Assignment of Claims; Indemnification.  Employee represents and warrants that he has not assigned and will not assign to any other person, and that no other person is entitled to assert on his behalf, any above-referenced released Claims.  Employee further agrees that, if any such assignment has occurred, he shall indemnify and hold harmless the Releasees from and against any and all Claims that arise out of such assignment.

6.Covenant Not To Sue.  Employee hereby covenants and agrees that he will not file or permit to be filed on his behalf any action, suit, or administrative proceeding, or take any other action that seeks, to pursue or enforce any Claim which he has released herein.

7.Negotiated Agreement.  This Agreement shall not be construed against any party on the grounds that such party drafted this Agreement.  This Agreement shall be interpreted in accordance with the plain meaning of its terms, as though drafted equally by the parties, and not strictly for or against either of the parties hereto.

8.Survival of Security and Confidentiality Agreements.  Notwithstanding anything herein to the contrary and in addition to any agreements that Employee has signed with the Company concerning secrecy, security, new products, ideas, inventions, and confidential data (including, without limitation, the Offer Letter), which agreements shall remain in full force and effect and shall survive this Agreement, Employee agrees to return immediately to the Company and shall not take, copy, use, or reveal to any person in any form or manner, any documents or information which the Company deems confidential or proprietary, including, but not limited to, lists of customers or potential customers, financial information, business practices, business and strategic plans, and other similar confidential materials or information.

9.Non-Admission of Liability.  This Agreement shall not be deemed in any manner an admission, finding, or indication for any purpose whatsoever that the Company has acted contrary to law or violated the rights of Employee or any other person at any time.  Further, this Agreement shall not be construed in any manner as an admission by the Company that it is violating any law, policy, or procedure, or acted wrongfully with respect to Employee or any other person, or that Employee has any rights whatsoever against the Company.  Employee acknowledges that the Company specifically disclaims any liability to him arising from his employment relationship with the Company.

10.Offset.  Employee authorizes the Company to offset from the Section 2 Payments any amount(s) otherwise payable to him under this Agreement or otherwise, any amount(s) of any loans or advances not repaid by him, the replacement cost (as of the date of replacement) of

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any Company property not returned by him, and any amount of any other debt or obligation owed by him to the Company.

11.Severability.  Should any agreement provision (or subpart thereof) be declared or be determined by any court of competent jurisdiction to be wholly or partially illegal, invalid, or unenforceable, such provision (or subpart thereof) shall be severed from the remaining provisions (or subparts thereof), with any illegal or unenforceable provision (or subpart thereof) not affecting the remainder of this agreement, which shall continue at all times to be valid and enforceable.

12.Governing Law.  This Agreement shall be interpreted, enforced, and governed under the laws of the State of Georgia, without giving effect to its choice of law provisions.

13.Modification; Non-Waiver.  The terms of this Agreement may not be amended, modified, cancelled, terminated, or waived except by a written instrument executed by Employee and the Company, or in the case of waiver, the party to be charged with such waiver.  The failure of the Company to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right or remedies will not be construed as a waiver by the Company to assert or rely upon such provision, right, or remedy in that or any other instance.

14.Revocation.  Employee acknowledges and agrees that he has had twenty-one (21) calendar days from the date of receipt of this Agreement to sign and accept it.  The parties agree this Agreement shall not be effective until the expiration of seven (7) calendar days after it is executed by Employee if Employee has not revoked his acceptance hereof, and during that seven (7) day period Employee may revoke his acceptance of this Agreement.  If Employee chooses to revoke his acceptance of this Agreement, he must so notify the Company in writing, marked “Personal and Confidential,” delivered to the General Counsel at                        , no later than seven (7) calendar days after he signs this Agreement.  Employee acknowledges and agrees that, if not revoked, this Agreement shall become final and binding upon expiration of said seven (7) calendar day period and the “Effective Date” of this Agreement shall be the first day following said seven (7) day period (for example, if Employee executes this Agreement on August 1, 2015, and does not revoke his acceptance, the Effective Date will be August 8, 2015).

15.Employee Assurances.

(a)EMPLOYEE AFFIRMS THAT HE HAS CAREFULLY READ THIS ENTIRE AGREEMENT.  HE ATTESTS THAT HE POSSESSES SUFFICIENT EDUCATION AND/OR EXPERIENCE TO FULLY UNDERSTAND THE EXTENT AND IMPACT OF ITS PROVISIONS.

(b)EMPLOYEE ATTESTS THAT HE HAS BEEN AFFORDED THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR A PERIOD OF TWENTY-ONE (21) DAYS.  EMPLOYEE FURTHER ATTESTS THAT HE HAS BEEN ADVISED TO DISCUSS THIS AGREEMENT WITH AN ATTORNEY OF HIS CHOICE.

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(c)EMPLOYEE AFFIRMS THAT HE IS FULLY COMPETENT TO EXECUTE THIS AGREEMENT, AND THAT HE DOES SO VOLUNTARILY AND WITHOUT ANY COERCION, UNDUE INFLUENCE, THREAT, OR INTIMIDATION OR ANY KIND OR TYPE.

16.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute together one and the same Agreement.  Facsimile copies and photocopies of signatures shall be accepted as originals.

[Signatures Follow on Next Page]

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[Signature Page to Confidential Separation Agreement and General Release]

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as a sealed instrument to be effective as of the Effective Date.

EMPLOYEE:

/s/ Katie Helton

Date:

COMPANY:

/s/ Theo Ciupitu

By:

Name:

Title:

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EX-10.13

Exhibit 10.13

Jack Cooper Holdings Corp.

630 Kennesaw Due West Road

Kennesaw, Georgia 30152

December 1, 2014

Sarah Amico

82 Lewellen Drive NW

Marietta, GA 30064

Re:          Offer of Continued Employment

Dear Sarah,

Please accept this letter agreement as an offer of continued employment with Jack Cooper Holdings Corp. (the “Company”; and, together with its parent company and its direct and indirect subsidiaries, the “JC Companies”).  If you accept this offer of continued employment by signing at the bottom of this letter agreement, your continued employment with the Company will be based upon the terms and conditions set forth herein effective as of January 1, 2015 (the “Effective Date”).

It is acknowledged and agreed between the parties hereto that you have been a director, officer, and/or employee of one or more JC Companies since June 1, 2011, and that this letter agreement shall amend and restate any prior agreements in their entirety between you and any JC Companies concerning your employment with such JC Companies (collectively, the “Prior Agreements”).

You will hold the title of Chairman of the Board of Directors and Head of M&A of the Company and will report directly to the Board of Directors of the Company.

Your compensation and benefits will be as follows:

1.             Your initial base salary will be $200,000 per year, subject to upward adjustment from time to time as determined by the Board of Directors of the Company (or its Compensation Committee) in its sole and absolute discretion.

2.             You will have the opportunity to receive an annual, performance-based, discretionary bonus of up to fifty percent (50%) of your then current base salary as determined by the Board of Directors of the Company (or its Compensation Committee) in its sole and absolute discretion.  Furthermore, you will have the opportunity to receive additional discretionary bonuses as determined by the Board of Directors of the Company (or its Compensation Committee) in its sole and absolute discretion.

3.             As of the first day of your employment with the Company, you will be entitled to participate in all benefit programs, if any, that the Company establishes and makes available to

its employees to the extent you are eligible and it is permitted under the plan documents governing such programs.

4.             You will be entitled to four (4) weeks paid vacation per year, in addition to sick days and paid holidays, all in accordance with the Company’s policies and procedures.

5.             If you and the Company agree to an employment-related relocation, then you will be entitled to a reimbursement of properly documented, customary and reasonable, out-of-pocket moving expenses from your current primary residence to a new primary residence, provided the Company’s prior written approval shall be required with respect to any expenses that in the aggregate exceed $10,000.

6.             You will be entitled to an automobile allowance of $650 per month and reimbursement of reasonable fuel charges incurred in connection with your employment with the Company.

7.             (a)           Except as provided in Section 7(b) below, in the event of your Termination (as hereinafter defined), then the Company shall pay to you (i) the then current base salary through the last day of your actual employment with the Company, (ii) any bonuses earned by you and declared by the Board of Directors of the Company (or its Compensation Committee) prior to such Termination for periods prior to such Termination (if any), and (iii) any benefits otherwise payable through the last day of your actual employment with the Company, and you shall thereafter not be entitled to any other compensation, payment, benefit, or right in connection with your employment.

(b)           Notwithstanding anything herein to the contrary, solely in the event of your Termination by the Company without Cause (as hereinafter defined) prior to the fifth (5th) anniversary of the Effective Date, then the Company shall pay to you: (i) (x) the then current base salary through the last day of your actual employment with the Company, (y) any bonuses earned by you and declared by the Board of Directors of the Company (or its Compensation Committee) prior to such Termination for periods prior to such Termination (if any), and (z) any benefits otherwise payable through the last day of your actual employment with the Company; and (ii) the initial base salary of $200,000 until the earlier of (x) eighteen (18) months after the date of such Termination by the Company without Cause and (y) the fifth (5th) anniversary of the Effective Date.  The payment to you of the amounts payable under this Section 7(b) shall (A) be contingent upon the execution by you of an irrevocable separation agreement and general release of claims, in substantially the form attached hereto as Exhibit A, that releases the JC Companies from any and all liability in any way related to the circumstances of your employment and termination therefrom and (B) constitute the sole remedy of yours in the event of a termination of your employment hereunder.

(c)           For purposes of Section 7(b), “Cause” means: (i) a breach of this letter agreement, which breach is not cured by you within thirty (30) days following the date that the Company provides written notice to you of such breach and the circumstances of such breach is reviewed with you by the Independent Lead Director, the General Counsel, and a human resources representative of the Company; (ii) your gross negligence, gross misconduct, fraud, or

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dishonesty in connection with your performance of your duties, as determined by the Board of Directors of the Company in its reasonable and good faith judgment; (iii) the conviction of you for a felony or crime involving moral turpitude; (iv) the commission of a willful act by you causing harm to the Company or any other JC Company which harm, when capable of cure, is not cured within thirty (30) days following the date the Company provides notice thereof; (v) your willful refusal to follow the lawful directives of the Board of Directors of the Company consistent with your job title; or (vi) your failure to follow any policies or procedures of the Company following the date the Company provides written notice of such failure.

8.             By signing this letter agreement and accepting this offer of employment, you are representing and warranting to the Company that, as of the Effective Date: (a) you have not provided to the Company any confidential information or trade secrets of any of your former employers or other parties for whom you have previously performed services (such parties collectively referred to as “Former Employer”); and (b) you are not restricted by any agreement, contract, obligation, or covenant from (i) competing with any Former Employer, (ii) soliciting business from any clients or customers of any Former Employer, (iii) offering to hire or hiring the employees of any Former Employer, or (iv) performing any of your anticipated employment duties and obligations for the Company.

9.             During your employment with the Company or any other JC Company (including your employment under the Prior Agreements) and for two (2) years after your Termination, you shall not, directly or indirectly, on your behalf or in the service or on behalf of others:

(a)           (i) Solicit, or attempt to solicit, any business from any of the JC Companies’ customers, including actively seeking prospective customers, with whom you had Material Contact (as hereinafter defined) during your employment with the Company or any other JC Company for purposes of providing products or services that are competitive with those provided by the Company or any other JC Company; or (ii) induce, or attempt to induce, any of the JC Companies’ customers with whom you had Material Contact during your employment with the Company or any other JC Company to terminate, reduce, or otherwise negatively change such customer’s relationship with such JC Company.

(b)           (i) Solicit, divert, or hire, or attempt to solicit, divert, or hire, any person employed by the Company or any other JC Company; or (ii) solicit, encourage, or offer any inducement to any employee of the Company or any other JC Company to leave the employ of the Company or such other JC Company.

(c)           Own, manage, operate, join, control, be employed by or with, or participate in any manner with a Competing Business (as hereinafter defined) anywhere in the Territory (as hereinafter defined) where doing so will require you to engage in Competitive Activities.

(d)           Publish, broadcast, or otherwise communicate any information, misinformation, comments, opinions, or remarks, whether written or oral, regardless of its believed truth, which is adverse to, reflects unfavorably upon, or tends to disparage the Company or any other JC Company or their products, services, operations, or business, provided that communications to your attorney or spouse and/or compelled testimony under oath being expressly excepted.

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(e)           For purposes of this letter agreement:

(i)            “Material Contact” means the contact between you and each customer or potential customer:  (A) with whom or which you dealt on behalf of any JC Company; or (B) whose dealings with any JC Company were coordinated or supervised by you; or (C) about whom you obtained confidential information in the ordinary course of business as a result of your association with any JC Company; or (D) who received products or services authorized by any JC Company, the sale or provision of which results or resulted in compensation, commissions, or earnings for you within two (2) years prior to the date of your Termination.

(ii)           “Competing Business” means any individual (including, without limitation, you), corporation, limited liability company, partnership, joint venture, association, or other entity, regardless of form, that is directly engaged in whole or in relevant part in any business or enterprise that is the same as, or similar to, the business of any JC Company.  The JC Companies are engaged in the business of carhauling and/or finished vehicle logistics in the United States of America, Canada, and/or Mexico.

(iii)          “Competitive Activities” means engaging in activities or offering or providing products or services of the type conducted, authorized, offered, or provided by any JC Company within two (2) years prior to your Termination.

(iv)          “Territory” means any and all geographic areas where you were undertaking your duties and/or responsibilities for the Company or any other JC Company within two (2) years prior to your Termination.

(v)           “Termination” means the termination of your employment with the Company at any time and for any reason or under any circumstances, whether with or without cause, with or without good reason, initiated by you or the Company, or otherwise.

10.          (a)           During your employment with the Company and any other JC Company (including your employment under the Prior Agreements) and for three (3) years after your Termination, you shall: (i) hold all Confidential Information (as hereinafter defined) in the strictest confidence and you shall not, without the prior written authorization of the Company or as required by law, regulation, or legal process, disclose any Confidential Information in any manner to any person or entity, other than in the furtherance of your duties to the Company during your employment with the Company; and (ii) not use, misuse, or reproduce any Confidential Information, except as (x) may be necessary in connection with your services performed for the Company or any other JC Company hereunder or (y) required by applicable law, regulation, or legal process.

(b)           For purposes of this letter agreement, “Confidential Information” means information of a private, proprietary, secret, or confidential nature relating to the Company and/or the other JC Companies, including, without limitation, information concerning the

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Company’s and/or the other JC Companies’ customers (including names, addresses, telephone numbers, contact persons, and other identifying information with respect to the needs and requirements for customers; information dealing with the nature of customers’ accounts, including, without limitation, the dates on which agreements between any JC Company and such customers will end and/or be subject to renewal; and rate and price information and history relating to products or services provided by any JC Company to its customers), suppliers, distributors, financing sources, investors, operations, finances (including, without limitation, personnel data relating to any JC Company’s employees, such as compensation arrangements of such employees with any JC Company; any financial information relating to any JC Company’s income, budgeting, cost structures, expenses, profits, and general financial standing), businesses, equity and debt offerings and other financings, mergers and acquisitions, and other business transactions that derives value from not being generally known to other persons, including, but not limited to, technical or nontechnical data, formulas, patterns, compilations (including, without limitation, compilations of customers, suppliers, distributors, financing sources, and investors information), programs (including, without limitation, computer programs and software), devices, methods, techniques, drawings, processes, procedures, financial data (including, without limitation, financial statements, financial models, budgets, and forecasts), lists of actual or potential customers, suppliers, distributors, financing sources, and investors (including, without limitation, identifying information about such parties), business, strategy, and marketing plans and materials, negotiation strategies and positions, pricing and cost strategies, licensing strategies, advertising campaigns, training, policy, and procedure manuals, and other aspects of the businesses, without regard to form and whether or not reduced to writing.  “Confidential Information” shall not include information that: (i) was known to you at the time of receipt from the Company or another JC Company, so long as such information was not acquired directly or indirectly from the Company or any other JC Company or any person or entity who owed an obligation of confidentiality to the Company or any other JC Company whether by contract or otherwise; (ii) is or becomes publicly known through no act or fault of yours; or (iii) was received by you from a third party having the legal right to transmit the same; provided, however, that a combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or otherwise within such exceptions, as previously described, unless the combination itself is in the public domain or otherwise entirely within any one such exception.

11.          Upon your Termination, or at any other time at the Company’s request, you agree to and shall promptly deliver to the Company all of its or any JC Company’s materials, documents, plans, records, notes, drawings, or papers and any copies thereof (whether electronic or hard copy) that may be in your possession or under your control, including in particular all notes or records you have relating to any Confidential Information.

12.          (a)           You agree that any and all Inventions (as hereinafter defined) during your employment with the Company or any other JC Company (including your employment under the Prior Agreements) shall be the sole and exclusive property of the Company.  You shall, with respect to any Invention: (i) keep current, accurate, and complete records, which shall belong to the Company and be kept and stored on the Company’s premises; (ii) promptly and fully disclose the existence and describe the nature of the Invention to the Company  in writing (and without request); (iii) assign (and you hereby assign) to the Company all of your right, title, and interest

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in and to the Invention, any applications you make for patents or copyrights in any country, and any patents or copyrights granted to you in any country; and (iv) acknowledge and deliver promptly to the Company any written instruments, and perform any other acts necessary in the Company’s opinion to preserve property rights in the Invention against forfeiture, abandonment, or loss and to obtain and maintain letters patent and/or copyrights on the Invention and to vest the entire right and title to the Invention in the Company.  You also agree to perform promptly (without charge to the Company but at the expense of the Company) all acts as may be necessary in the Company’s opinion to preserve all patents and/or copyrights granted upon the Inventions.

(b)           You are hereby notified that this Section 12 does not apply to any inventions for which no equipment, supplies, facility, or trade secrets of the Company or any other JC Company is used and which is developed on your own time, and (i) which does not relate (A) directly to the business of the Company or any other JC Company or (B) to the Company’s or any other JC Company’s actual or demonstrably anticipated research or development, or (ii) which does not result from any work performed by you for the Company or any other JC Company.

(c)           If, in the course of your employment with the Company or any other JC Company (including your employment under the Prior Agreements), you use, provide, or incorporate into any goods, services, systems, or operations of the Company or any other JC Company any intellectual property owned by you or in which you have an interest, then you hereby grant the Company, under all of your intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty-free, and fully paid-up license and rights: (i) to make, use, copy, modify, and create derivative works of such intellectual property; (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease, or lend copies of such intellectual property (and derivative works thereof); and (iii) to sublicense to third parties the foregoing rights, including, without limitation, the right to sublicense to further third parties.

(d)           The terms of the assignment in this Section 12 as to any Invention may be subject to a separate assignment agreement between you and the Company.  The existence of such an assignment agreement shall have no effect on the assignment pursuant to this letter agreement of any other Invention.

(e)           To the extent that any Invention qualifies as “work made for hire” as defined in 17 U.S.C. § 101 (1976), as amended, such Invention will constitute “work made for hire” and, as such, will be the exclusive property of the Company.

(f)            In the event of any dispute, arbitration, or litigation concerning whether an invention, discovery, improvement, or idea made or conceived by you is the property of the Company, such invention, discovery, improvement, or idea shall be presumed the property of the Company and you will bear the burden of establishing otherwise.

(g)           For purposes of this letter agreement, “Inventions” means any inventions, discoveries, improvements, and ideas, whether or not in writing or reduced to practice and whether or not patentable or copyrightable, made, authored, or conceived by you in connection

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with your employment with the Company or any other JC Company (including your employment under the Prior Agreements), whether by your individual efforts or in connection with the efforts of others.

(h)           You acknowledge and agree that the Company will suffer irreparable damage if you violate or threaten to violate the terms of this Section 12, and that such damage would be difficult to quantify, and it is therefore agreed that, in the event of a breach or threatened breach of this Section 12, the Company shall be entitled to injunctive relief, in addition to all other legal and equitable remedies available to it, without the necessity of posting a bond or other security.

13.          You acknowledge and agree that: (a) the Company is the holding company of several businesses (including, without limitation, the carhaul business of Jack Cooper Transport Company, Inc. and its subsidiaries and the logistics business of Jack Cooper Logistics, LLC and its subsidiaries), and its primary operations are focused on the management of such businesses; (b) in your role as Chairman and an executive officer of the Company you will have executive authority and responsibility over not just the Company and its business but also over the other JC Companies and their businesses; and (c) you have had (as an employee, officer, and/or director of one or more JC Companies) and will continue to have (as an employee, officer, and/or director of the Company and/or other JC Companies) access to private, proprietary, secret, or confidential documents and information of the Company and the other JC Companies.  Because of these circumstances and in consideration for your continued employment hereunder, you acknowledge and agree that the restrictions contained in this letter agreement are necessary for the protection of the business and goodwill of the Company and the other JC Companies, that each of the restrictive covenants in this letter agreement is reasonable in time, scope of activities, geographic scope, and otherwise to protect the legitimate business interests and goodwill of the Company and the other JC Companies, and that any breach of the restrictive covenants in this letter agreement is likely to cause the Company and/or one or more of the other JC Companies substantial and irrevocable damage that is difficult to measure.  Therefore, in the event of any such breach or threatened breach of this letter agreement, you agree that the Company and any other JC Company, in addition to such other remedies that may be available at law or in equity, shall have the right to seek specific performance of the provisions of this letter agreement and shall have the right to seek an injunction without posting a bond from a court restraining such a breach or threatened breach, and you hereby waive the adequacy of a remedy at law as a defense to such relief.  You further agree that, if any restriction set forth in this letter agreement is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too great a range of activities, or in too broad a geographic area, then it shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area as to which it may be enforceable.

14.          This letter agreement shall be governed by and construed in accordance with the laws of the state of Georgia, without giving effect to its choice of law provisions.  Each party hereto irrevocably consents to the exclusive jurisdiction of the federal and state courts located in Fulton County, Georgia for all purposes in connection with any action or proceeding which arises out of or relates to this letter agreement.  This letter agreement amends and restates all the Prior Agreements and constitutes the entire agreement between the parties hereto and supersedes

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all prior understandings, whether oral or written.  This letter agreement may be executed in two or more counterparts and by facsimile or PDF, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  The invalidity or unenforceability of any provision of this letter agreement shall not render invalid or unenforceable any other provision hereof.  This letter agreement may not be modified or amended except by a writing duly executed and delivered by the parties hereto.  Neither this letter agreement nor any of the rights, interests, or obligations hereunder shall be assigned, in whole or in part, by any party hereto without the prior written consent of the other party hereto.

Please accept this offer of continued employment by signing below and returning a sign copy to me at your earliest convenience.

	Very truly yours,
	Jack Cooper Holdings Corp.
	By:	/s/ T. Michael Riggs
		Name: T. Michael Riggs
		Title: Chief Executive Officer
ACCEPTED AND AGREED TO AS OF
THE EFFECTIVE DATE:
/s/ Sarah Amico
Name: Sarah Amico

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Exhibit A

Confidential Separation Agreement and General Release

This Confidential Separation Agreement and General Release (this “Agreement”) is made and entered into as of the       day of           , 20    to be effective (subject to Section 14 (Revocation)) as of the Effective Date (as defined in Section 14 (Revocation)), by and between: (i)                , its divisions, subdivisions, subsidiaries, parents, affiliates, benefits plans, successors, and assigns (hereinafter collectively referred to as the “Company”); and (ii)                , an individual resident of the State of                 (hereinafter referred to as “Employee”).

W I T N E S S E T H:

WHEREAS, Employee has been employed by the Company pursuant to that certain Offer of Employment Letter, dated               (the “Offer Letter”);

WHEREAS, Employee’s employment with the Company has been terminated as of the Effective Date; and

WHEREAS, this Agreement sets forth the parties’ mutual understanding concerning the terms and conditions of the termination of Employee’s employment with the Company;

NOW, THEREFORE, in consideration of the premises, which are incorporated and made part of this Agreement, the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and Employee agree as follows:

1.Confidentiality.  Employee agrees not to disclose the terms of this Agreement, to avoid direct or indirect references (whether by his actions or his words) to the terms of this Agreement, not to initiate discussions, correspondence, or other communications regarding the terms of this Agreement, and not to show this Agreement to, or discuss its contents with, any person other than his spouse, his attorneys, his accountants, the Internal Revenue Service, the taxing authority of any state to which Employee is obligated to report income information, or such other persons with whom Employee may otherwise be required by law to communicate concerning this Agreement’s contents.  Employee understands and acknowledges that the foregoing is a material term of this Agreement.

2.Separation Payments.

(a)Subject to and conditioned upon the terms and conditions of this Agreement, the Company shall cause to be paid to Employee the following payments (the “Section 2 Payments”): [Describe payments to which Employee would be entitled based on Offer Letter and circumstances of termination.]

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(b)Employee understands and acknowledges that the payment of the Section 2 Payments shall be reported on an IRS Form W-2 and shall be subject to all deductions and withholdings required by law.

(c)Notwithstanding anything herein to the contrary, the Section 2 Payments are expressly subject to and conditioned upon Employee’s full and complete performance of all the conditions, agreements, and other obligations set forth in this Agreement.  Should Employee breach or fail to adhere to any of the provisions of this Agreement, then the Company’s obligation to make any of the outstanding Section 2 Payments shall completely cease and be otherwise completely excused and the Company shall be entitled to pursue all other remedies at law or in equity.

(d)Employee acknowledges and agrees that he would not have received the Section 2 Payments but for his execution of this Agreement and his full and complete performance of the provisions of this Agreement.

3.Termination of Employment.

(a)Employee and the Company agree that Employee’s termination of employment occurred effective as of the Effective Date.

(b)Employee acknowledges and agrees that, except for the Section 2 Payments, he shall not receive any compensation, bonuses, benefits, or other consideration from the Company in connection with his employment or termination therefrom, and he waives all rights to such payments from the Company.

(c)Employee agrees to waive any rights to reinstatement or to apply for reemployment with the Company (including, without limitation, any and all of its past, present, or future parent, subsidiary, or affiliated companies or divisions).  Employee acknowledges and agrees that any application for reinstatement or future employment with the Company (including, without limitation, any and all of its past, present, or future parent, subsidiary, or affiliated companies or divisions) will be considered void from its inception, and may be summarily rejected by the Company without explanation or liability.

(d)For the avoidance of doubt, the parties hereto acknowledge and agree that nothing in this Agreement (including, without limitation, Section 3(b) above and Section 5 (Release and Waiver of Claims) below) shall affect: (i) the terms and conditions or enforceability of that certain Amended and Restated Indemnification Agreement, dated May 19, 2014 and with a retroactive effective date of November 29, 2010, between Employee and Jack Cooper Holdings Corp., or similar indemnification rights in favor of Employee provided under any charters, bylaws, or other corporate governance documents; or (ii) the rights of Employee as a stockholder of any Releasee (as hereinafter defined), including, without limitation, any rights under any charters, bylaws, stockholders agreements, or other corporate governance documents affecting stockholders of Releasees.

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4.Protective Covenants.  Employee hereby acknowledges that: (a) Employee has had access to proprietary documents and information regarding the Company’s customers, suppliers, services, methods of operation, sales, pricing, and the specialized business needs of the Company’s customers and suppliers, which documents and information are highly confidential; and (b) the Company’s relationships with its financing sources, customers, suppliers, and employees are among the Company’s most important assets and business interests.  Because of this and in exchange for the consideration outlined herein, Employee acknowledges and agrees that Employee shall strictly observe and abide by the separate and independent restrictive covenants in the Offer Letter, including, without limitation, the covenants concerning non-compete, non-solicitation of customers, non-disclosure of Confidential Information (as defined in the Offer Letter), and assignment of inventions and ideas set forth in the Offer Letter.

5.Release and Waiver of Claims.

(a)Full Release and Waiver of All Claims.  As a material inducement to the Company to enter into this Agreement, Employee, on behalf of himself and his affiliates and their respective shareholders, LLC members, successors, assignees, directors, officers, LLC managers, employees, agents, representatives, attorneys, beneficiaries, heirs, personal representatives, and fiduciaries (collectively, the “Releasors”), hereby knowingly, voluntarily, irrevocably, unconditionally, and absolutely releases, waives, relinquishes, remises, acquits, and forever discharge the Company and each of the Company’s past, present, or future shareholders, LLC members, employees, representatives, attorneys, divisions, subdivisions, parent companies, subsidiaries, affiliates, agents, directors, officers, LLC managers, executives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with any of them (collectively, the “Releasees”) or any of them individually, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, losses, actions, causes of action, suits, rights, demands, debts, costs, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, whether known or unknown, absolute, accrued, contingent, or otherwise, which Releasors now have, have had, or may hereafter claim to have had against the Releasees by reason of any matter, act, omission, cause, or event that (i) has occurred up to the time of the Effective Date and (ii) relates to or arises from Employee’s employment with the Company or his separation therefrom (hereinafter collectively referred to as “Claim” or “Claims”).

Employee understands that this release and waiver includes, without limitation: (i) any and all Claims related or in any manner incidental to his employment with the Company and separation therefrom; (ii) any and all Claims and rights under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. §§ 2101 et seq., and any other federal, state, or local law, rule, or regulation relating to the employment relationship, each as amended; (iii) any and all Claims arising under the common law; (iv) any and all alleged breaches of duty arising out of any statute, contract, or tort, including, but not limited to, wrongful discharge or any action otherwise based on any policy or agreement; and (v) any and all possible or alleged Claims for back pay, bonuses, fringe or employee benefits, leaves of absence, interest, compensatory or punitive damages, salary, any other compensation,

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commissions, expenses, insurance, stock, stock options, or Claims arising out of any other terms and conditions of employment.

(b)No Filed or Pending Claims.  Employee represents and warrants that he has not filed and will not file any Claims against the Company or any other Releasee with any state, federal, or local agency or court based on any matter, act, omission, cause, or event that has occurred up to the Effective Date, nor does Employee have any pending request with the Company for leave, FMLA leave, or other benefit.

(c)No Assignment of Claims; Indemnification.  Employee represents and warrants that he has not assigned and will not assign to any other person, and that no other person is entitled to assert on his behalf, any above-referenced released Claims.  Employee further agrees that, if any such assignment has occurred, he shall indemnify and hold harmless the Releasees from and against any and all Claims that arise out of such assignment.

6.Covenant Not To Sue.  Employee hereby covenants and agrees that he will not file or permit to be filed on his behalf any action, suit, or administrative proceeding, or take any other action that seeks, to pursue or enforce any Claim which he has released herein.

7.Negotiated Agreement.  This Agreement shall not be construed against any party on the grounds that such party drafted this Agreement.  This Agreement shall be interpreted in accordance with the plain meaning of its terms, as though drafted equally by the parties, and not strictly for or against either of the parties hereto.

8.Survival of Security and Confidentiality Agreements.  Notwithstanding anything herein to the contrary and in addition to any agreements that Employee has signed with the Company concerning secrecy, security, new products, ideas, inventions, and confidential data (including, without limitation, the Offer Letter), which agreements shall remain in full force and effect and shall survive this Agreement, Employee agrees to return immediately to the Company and shall not take, copy, use, or reveal to any person in any form or manner, any documents or information which the Company deems confidential or proprietary, including, but not limited to, lists of customers or potential customers, financial information, business practices, business and strategic plans, and other similar confidential materials or information.

9.Non-Admission of Liability.  This Agreement shall not be deemed in any manner an admission, finding, or indication for any purpose whatsoever that the Company has acted contrary to law or violated the rights of Employee or any other person at any time.  Further, this Agreement shall not be construed in any manner as an admission by the Company that it is violating any law, policy, or procedure, or acted wrongfully with respect to Employee or any other person, or that Employee has any rights whatsoever against the Company.  Employee acknowledges that the Company specifically disclaims any liability to him arising from his employment relationship with the Company.

10.Offset.  Employee authorizes the Company to offset from the Section 2 Payments any amount(s) otherwise payable to him under this Agreement or otherwise, any amount(s) of any loans or advances not repaid by him, the replacement cost (as of the date of replacement) of

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any Company property not returned by him, and any amount of any other debt or obligation owed by him to the Company.

11.Severability.  Should any agreement provision (or subpart thereof) be declared or be determined by any court of competent jurisdiction to be wholly or partially illegal, invalid, or unenforceable, such provision (or subpart thereof) shall be severed from the remaining provisions (or subparts thereof), with any illegal or unenforceable provision (or subpart thereof) not affecting the remainder of this agreement, which shall continue at all times to be valid and enforceable.

12.Governing Law.  This Agreement shall be interpreted, enforced, and governed under the laws of the State of Georgia, without giving effect to its choice of law provisions.

13.Modification; Non-Waiver.  The terms of this Agreement may not be amended, modified, cancelled, terminated, or waived except by a written instrument executed by Employee and the Company, or in the case of waiver, the party to be charged with such waiver.  The failure of the Company to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right or remedies will not be construed as a waiver by the Company to assert or rely upon such provision, right, or remedy in that or any other instance.

14.Revocation.  Employee acknowledges and agrees that he has had twenty-one (21) calendar days from the date of receipt of this Agreement to sign and accept it.  The parties agree this Agreement shall not be effective until the expiration of seven (7) calendar days after it is executed by Employee if Employee has not revoked his acceptance hereof, and during that seven (7) day period Employee may revoke his acceptance of this Agreement.  If Employee chooses to revoke his acceptance of this Agreement, he must so notify the Company in writing, marked “Personal and Confidential,” delivered to the General Counsel at                        , no later than seven (7) calendar days after he signs this Agreement.  Employee acknowledges and agrees that, if not revoked, this Agreement shall become final and binding upon expiration of said seven (7) calendar day period and the “Effective Date” of this Agreement shall be the first day following said seven (7) day period (for example, if Employee executes this Agreement on August 1, 2015, and does not revoke his acceptance, the Effective Date will be August 8, 2015).

15.Employee Assurances.

(a)EMPLOYEE AFFIRMS THAT HE HAS CAREFULLY READ THIS ENTIRE AGREEMENT.  HE ATTESTS THAT HE POSSESSES SUFFICIENT EDUCATION AND/OR EXPERIENCE TO FULLY UNDERSTAND THE EXTENT AND IMPACT OF ITS PROVISIONS.

(b)EMPLOYEE ATTESTS THAT HE HAS BEEN AFFORDED THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR A PERIOD OF TWENTY-ONE (21) DAYS.  EMPLOYEE FURTHER ATTESTS THAT HE HAS BEEN ADVISED TO DISCUSS THIS AGREEMENT WITH AN ATTORNEY OF HIS CHOICE.

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(c)EMPLOYEE AFFIRMS THAT HE IS FULLY COMPETENT TO EXECUTE THIS AGREEMENT, AND THAT HE DOES SO VOLUNTARILY AND WITHOUT ANY COERCION, UNDUE INFLUENCE, THREAT, OR INTIMIDATION OR ANY KIND OR TYPE.

16.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute together one and the same Agreement.  Facsimile copies and photocopies of signatures shall be accepted as originals.

[Signatures Follow on Next Page]

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[Signature Page to Confidential Separation Agreement and General Release]

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as a sealed instrument to be effective as of the Effective Date.

EMPLOYEE:

Date:

COMPANY:

By:

Name:

Title:

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EX-10.14

Exhibit 10.14

JACK COOPER HOLDINGS CORP.

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT

This Amended and Restated Indemnification Agreement (this “Agreement”) is made as of May 19, 2014 to be retroactively effective as of November 29, 2010, by and between Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), and the person whose name, address, and position at the Company and/or any of the direct or indirect subsidiaries of the Company appear on the signature page hereto (“Indemnitee”).

RECITALS

A.The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company.

B.The Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company.

C.The Company’s Certificate of Incorporation (the “Certificate”) and the Company’s Bylaws (the “Bylaws”), each as amended and in effect on the date hereof, permit the Company to indemnify its officers and directors to the maximum extent permitted under the Delaware General Corporation Law (“DGCL”).

D.The Board of Directors of the Company has determined that it is in the best interests of the Company’s stockholders that the Company act to assure such persons that there will be increased certainty of such protection in the future.

E.It is reasonable, prudent, and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified.

F.The Company and Indemnitee entered into an Indemnification Agreement, dated November 29, 2010 (the “Prior Agreement”), and, consistent with the foregoing recitals, the Company and Indemnitee desire to amend and restate in its entirety the Prior Agreement.

AGREEMENT

NOW, THEREFORE, for and in consideration of the recitals (which are incorporated and made part of this Agreement), the sum of $10.00, in hand paid to the Company, the receipt, adequacy, and sufficiency of which is hereby expressly acknowledged by the Company, Indemnitee’s prior and future services as an officer and/or director of the Company, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby expressly acknowledged by the parties hereto, the Company and Indemnitee hereby covenant and agree as follows:

1.Service by the Indemnitee.

The Indemnitee agrees to serve and/or continue to serve as a director and/or officer of the Company and/or another Enterprise (as defined in Section 11), as applicable, faithfully and will discharge his or her duties and responsibilities to the best of his or her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Certificate, the Bylaws, other similar organizational document of another Enterprise, as applicable, the DGCL and any other applicable law in effect on the date of this Agreement and from time to time, or until his or earlier death, resignation, or removal.  The Indemnitee may, at any time and for any reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee and Indemnitee shall have no further obligation to serve.  Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or another Enterprise or as an officer or director of the Company or another Enterprise or affect the right of the Company or another Enterprise to terminate the Indemnitee’s employment at any time in the sole discretion of the Company or applicable Enterprise, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

2.Indemnification.

(a)Third Party Proceedings.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding (other than a Proceeding by or in the right of the Company, as provided in Section 2(b), below), against any and all Expenses, judgments, liabilities, damages, costs, fines, penalties, and amounts paid in settlement (including, without limitation, all interest, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, “Losses”) actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b)Action or Suit By or in the Right of the Company.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor against Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to

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the extent that the 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, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.

(c)Mandatory Payment of Expenses.  To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal without prejudice) in defense of any Proceeding referred to in Subsections (a) and (b) of this Section 2 or in defense of any claim, issue, or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection therewith.

(d)Advancement of Expenses.  To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in defending any Proceeding or any claim, issue, or matter therein (but not amounts actually paid in settlement of any such Proceeding) in advance of the final disposition of such Proceeding.  Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company; provided, however, that Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).  The Company may require that Indemnitee furnish an additional written statement(s) prior to each advancement of Expenses stating that Indemnitee undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company.  Any advances and undertakings to repay pursuant to this Section 2(d) shall be unsecured and interest free. The Company shall make advance payment of Expenses to Indemnitee, without regard to Indemnitee’s ability to repay the Expenses.

(e)Right to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the law and public policy of the State of Delaware.  Accordingly, the parties agree that Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company, or based on the advice of legal counsel for the Company, or is based on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, employee, agent or fiduciary of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 2(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

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3.Procedure.

(a)Notice/Cooperation by Indemnitee.  To obtain indemnification under this Agreement, Indemnitee shall submit a written request to the Company for indemnification hereunder.  The time at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion.  Notice to the Company shall be given as provided in Section 12 below.  In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee’s power. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a determination of Indemnitee’s entitlement to indemnification shall be made as provided in this Section 3.

(b)Authorization and Reviewing Party.

(i)Authorization.  Any indemnification under this Agreement (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct; provided, however, that no determination regarding entitlement to indemnification is required to be made in connection with the mandatory payment of Expenses under Section 2(c).

(ii)Reviewing Party.  The determination referenced in Section 3(b)(i) above shall be made, as selected by the Board of Directors, by either: (1) a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum; or (2) a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if all of the directors are parties to such action, suit, or proceeding, or if so requested by Indemnitee, an Independent Counsel (as defined in Section 11 below) in a written opinion addressed to the Board of Directors and Indemnitee; or (4) the vote of the stockholders owning at least a majority of the Company’s outstanding Voting Securities (as defined in Section 11 below).

(iii)Reviewing Party following Change of Control.  Notwithstanding Section 3(b)(ii) above, upon and following a Change of Control (as defined in Section 11 below) (other than a Change of Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification under this Agreement shall be determined by an Independent Counsel.

(iv)Any Independent Counsel, among other things, shall render its written opinion to the Company’s Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to abide by such opinion.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  Notwithstanding any other provision of this Agreement, the Company shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any,

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unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

(c)Timing.  Any determination pursuant to Section 3(b) above shall be made no later than thirty (30) days after receipt by the Company of the written request from Indemnitee requesting such indemnification pursuant to this Agreement. If a determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.

(d)Presumption of Entitlement and Effect of Certain Proceedings.

(i)In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  In the event that any legal proceedings are instituted by Indemnitee under this Agreement to secure a determination that Indemnitee should be indemnified under this Agreement, it is the parties’ intention that the question of Indemnitee’s right to indemnification shall be for the courts to decide, and neither the failure of the Company (including its Board of Directors, or any committee or subgroup of the Board of Directors, the Independent Counsel, or the Company’s stockholders) to have made a determination pursuant to Section 3(b) above that indemnification of Indemnitee is proper under the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination pursuant to Section 3(b) above that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(ii)If the Board of Directors or Independent Counsel (as the case may be) shall have failed to make a determination as to entitlement to indemnification under this Section 3 within thirty (30) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification or a prohibition of indemnification under applicable law; provided, however, that such thirty (30) day period may be extended (or any claim, issue, or matter therein) for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons, or entity making the determination in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto.

(e)Expenses. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company.  The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification

(f)Notice to Insurers.  If, at the time of the receipt of a request for indemnification

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pursuant to Section 3(a) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of any Proceeding giving rise to the request for indemnification to its insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter make all reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

4.Additional Indemnification Rights; Nonexclusivity.

(a)Scope.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Certificate, the Bylaws, or by statute.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Losses actually and reasonably incurred by him or her or on his or her behalf if, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company, or any other Enterprise, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including any Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Section 3 hereof) to be unlawful.

(b)Changes in Laws, Statutes or Rules.  In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Company’s obligations, under this Agreement.  In the event of any change in any applicable law, statute, or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(c)Nonexclusivity. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise, both as to action in Indemnitee’s official capacity and as to such action in another capacity while holding such office.  The indemnification and advancement of Expenses provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

5.Partial Indemnification; Contribution.

(a)If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses actually or reasonably incurred by

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Indemnitee in the investigation, defense, appeal, or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Losses to which Indemnitee is entitled.  Whether or not the indemnification provided in Sections 2 and 4 hereof is available, in respect of any threatened, pending, or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.  The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees, agents, or fiduciaries of the Company, or any subsidiary of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(b)Without diminishing or impairing the obligations of the Company set forth in the preceding Subsection 5(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Losses actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Losses, as well as any other equitable considerations.  The relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c)To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the Losses incurred by Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee in connection with such event(s)

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and/or transaction(s).  No contribution shall be made under this Section 5(c) on account of Indemnitee’s conduct that is finally determined (under the procedures and subject to the presumptions set forth in this Agreement) to be an act or omission not in good faith or involving intentional misconduct or a knowing violation of the law.

6.Mutual Acknowledgement.  Both the Company and Indemnitee acknowledge that in certain instances, the laws of the United States or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7.Liability Insurance.  To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents, or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under such policies.  Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance.

8.Exceptions.  Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)Excluded Acts or Omissions.  (i) To indemnify Indemnitee for Indemnitee’s acts, omissions, or transactions from which Indemnitee may not be indemnified under Section 102(b)(7) of the DGCL (or any successor thereto); or (ii) to indemnify Indemnitee for Indemnitee’s intentional acts or transactions in direct violation of the Company’s policies;

(b)Claims Initiated by Indemnitee.  To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Certificate or the Bylaws now or hereafter in effect, (ii) in specific cases, if the Board of Directors has approved the initiation or bringing of such Proceeding, or (iii) as otherwise required under Section 145 of the DGCL, or successor statute, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense payment, or insurance recovery, as the case may be;

(c)Lack of Good Faith.  To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(d)Insured Claims; No Duplicate Payments.  To indemnify Indemnitee or advance Expenses to the extent that Indemnitee has otherwise already actually received payment of such amounts directly from any third party, including, but not limited to, insurance companies under liability insurance maintained by the Company; or

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(e)Claims Under Section 16(b).  To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute.

9.Notification and Defense of Claim. Indemnitee agrees to notify the Company within a reasonable time of being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder.  Any failure by Indemnitee to so notify the Company will not relieve the Company of its advancement or indemnification obligations under this Agreement, unless and only if and to the extent the Company can establish that such omission to notify resulted in actual prejudice to it, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement.  A notice provided under this Section 9 shall not be construed as a request for indemnification pursuant to Section 3 or a request for advancement of Expenses under Section 2 of this Agreement.

Notwithstanding any other provision of this Agreement, with respect to any such Proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:

(a)The Company will be entitled to participate therein at its own expense.

(b)If Indemnitee is a participant in a Proceeding with any other Company directors or officers to whom the Company owes an indemnification obligation, the Company shall not be required to advance expenses for more than one law firm (and, if necessary, an additional law firm to act as local counsel)  to represent collectively Indemnitee and such other Company directors or officers in respect of the same matter unless Indemnitee concludes, in its sole discretion, that the representation of Indemnitee and such other Company directors or officers gives rise to an actual or potential conflict of interest.

(c)The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any Loss or burden on Indemnitee, including, without limitation, the entry of any contribution bar order, other bar order, or other similar order, decree, or stipulation pursuant to 15 U.S.C. § 78u-4 or any other foreign, federal, or state statute, regulation, rule, or law, unless such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee from all Losses on any matters that are the subject of such Proceeding.  The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

10.Spousal Indemnification.  The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the

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indemnification provided in this Agreement (even if Indemnitee did not remain married to him or her during the entire period of coverage) against any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations, and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatened Proceeding solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property, or property purported to have been transferred from the Indemnitee to his or her spouse (or former spouse).  The Indemnitee’s spouse or former spouse also shall be entitled to advancement of Expenses to the same extent that Indemnitee is entitled to advancement of Expenses herein.  The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose.

11.Construction of Certain Phrases.

(a)For purposes of this Agreement, references to the “Company” shall include, in addition to any resulting corporation, any successor corporation, and any new direct or indirect parent company, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agent, or fiduciary, so that if Indemnitee is or was a director, officer, employee, agent, or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent, or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b)For purposes of this Agreement, references to “any subsidiary of the Company” shall include any corporation, partnership, limited liability company, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company, association, or other business entity, a majority of the ownership interests therein is at the time owned or controlled, directly or indirectly, by the Company or one or more subsidiaries of that person or a combination thereof.

(c)For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as

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referred to in this Agreement.

(d)For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if the stockholders of the Company approve a merger or consolidation of the Company with or into any other corporation or entity (other than a merger or consolidation which would result in the Voting Securities (as defined below) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; provided, however, that following the Company’s registration of the offering of any securities of the Company under the Securities Act of 1933, as amended, and during such period as the Company shall be subject to the reporting requirements of the Exchange Act, a “Change of Control” shall also be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding Voting Securities (as defined below), increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

(e)For purposes of this Agreement, “Enterprise” shall mean the Company, any subsidiary of the Company, and any other corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, employee benefit plan or other Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, partner, managing member, fiduciary, employee, or agent.

(f)For purposes of this Agreement, “Expenses” shall include, without limitation, all attorneys’ and other advisors’ fees and expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements, or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, any threatened, pending, or completed Proceeding.

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(g)For purposes of this Agreement, “Independent Counsel” shall mean an attorney or firm of attorneys who shall not have performed services for the Company or Indemnitee within the last three (3) years and who shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).

(h)For purposes of this Agreement, “Proceeding” shall include any actual, threatened, pending, or completed claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, pending, or completed proceeding, whether brought by or in the right of the Company, by a third party, or otherwise and whether civil (including, without limitation, intentional or unintentional tort claims), criminal, administrative, or investigative in nature, in which Indemnitee was, is, may be, or will be involved as a party, witness, or otherwise, by reason of Indemnitee’s status as a director or officer of the Company, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, general partner, managing member, fiduciary, employee, or agent of any other Enterprise (in each case whether or not he or she is acting or serving in any such capacity or has such status at the time any Losses are incurred for which indemnification or advancement of Expenses can be provided under this Agreement), or any foreign equivalent of the foregoing.

(i)For purposes of this Agreement, “Voting Securities” mean shall mean any securities of the Company that vote generally in the election of directors.

12.Notice.  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed received: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by United States certified or first-class mail, with postage prepaid and addressed to the recipient, on the third (3rd) business day after the date postmarked; and (iii) if sent by overnight Federal Express delivery or any other nationally-recognized overnight delivery service, on the next business day after having been deposited for delivery.  Addresses for notice to either party are as shown on the signature page of this Agreement, or such other address as a party to this Agreement shall have furnished to the other party in writing.  All notices, requests, demands, or other communications under this Agreement addressed to the Company shall be directed to the attention of the Company’s Chief Executive Officer.

13.Remedies of Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3(c) of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 3(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware of Indemnitee’s entitlement to such indemnification and/or advancement of Expenses.  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

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(b)In the event that a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 3(b).

(c)If a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)In the event that Indemnitee, pursuant to this Section 13, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery.

(e)The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within twenty (20) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.

(f)In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee shall be entitled to advancement of Expenses, including, without limitation, for attorneys’ fees and disbursements reasonably incurred by the Indemnitee, in accordance with the terms set forth in Section 3(d) of this Agreement.

(g)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the applicable Proceeding.

14.Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights

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and to enable the Company effectively to bring suit to enforce such rights.

15.Effective Date.  The provisions of this Agreement shall cover any and all Proceedings whether now pending or hereafter commenced and shall be retroactive to cover any and all acts or omissions or alleged acts or omissions which heretofore have taken place.  The Company shall be liable under this Agreement, to the extent specified herein, for all acts and omissions of the Indemnitee while serving as a director and/or officer, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed during the term of the Indemnitee’s service to the Company.

16.Duration of Agreement; Binding Effect.

(a)This Agreement shall survive and continue even though the Indemnitee may have terminated his or her service as a director, officer, employee, agent, or fiduciary of the Company or as a director, officer, partner, employee, agent, or fiduciary of any other entity or Enterprise, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust, or other enterprise or by reason of any act or omission by the Indemnitee in any such capacity.

(b)This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated or merged, and shall inure to the benefit of the Indemnitee and his or her spouse, successors, assigns, heirs, devisees, executors, administrators, or other legal representatives.  The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.  Without limiting the foregoing and notwithstanding anything in this Agreement to the contrary, any corporation that becomes a direct or indirect parent company of the Company through any form of merger, consolidation, recapitalization, or similar transaction shall automatically become a joint and several obligor with the Company of the obligations owed to the Indemnitee under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(c)The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer and/or director of the Company or another Enterprise.

17.Third-Party Beneficiary.  The Independent Counsel and any spouse of an Indemnitee are express third-party beneficiaries of this Agreement, and may specifically enforce the Company’s obligations hereunder as though a party hereunder.

18.Choice of Law.  This Agreement shall be governed by and its provisions construed in

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accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof.

19.Consent to Exclusive Jurisdiction.  The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted, and continued only in the Court of Chancery of the State of Delaware, which shall be the exclusive and only proper forum for adjudicating such claim.

20.Integration and Entire Agreement; Succeeding Agreement.  This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings, and agreements relating to the subject matter hereof between the parties hereto.  Without limiting anything in the foregoing sentence, this Agreement amends and restates and supersedes the Prior Agreement in its entirety.

21.Amendment and Termination.  No amendment, modification, termination, waiver, or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

22.Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives, and assigns.

23.Severability.  Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court order or applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law or public policy, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

24.Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

25.Counterparts.  This Agreement may be executed in two or more counterparts and by facsimile (including in PDF form), each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

[Signatures Follow on Next Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Indemnification Agreement as of the date first above written.

		JACK COOPER HOLDINGS CORP.
		By:	/s/ Theo Ciupitu
			Signature of Authorized Signatory
		Theo Ciupitu, Executive VP
		Print Name and Title
		Address:		1100 Walnut Street
				Suite 2400
				Kansas City, MO 64106
AGREED TO AND ACCEPTED BY:
INDEMNITEE:
/s/ T. Michael Riggs
Signature
T. Michael Riggs
Print Name
Company
Position(s):	Director & Chairman
Address:	423 Lanesborough Drive
	Marietta, GA 30064

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EX-10.15

Exhibit 10.15

JACK COOPER HOLDINGS CORP.

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT

This Amended and Restated Indemnification Agreement (this “Agreement”) is made as of May 19, 2014 to be retroactively effective as of November 29, 2010, by and between Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), and the person whose name, address, and position at the Company and/or any of the direct or indirect subsidiaries of the Company appear on the signature page hereto (“Indemnitee”).

RECITALS

A.The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company.

B.The Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company.

C.The Company’s Certificate of Incorporation (the “Certificate”) and the Company’s Bylaws (the “Bylaws”), each as amended and in effect on the date hereof, permit the Company to indemnify its officers and directors to the maximum extent permitted under the Delaware General Corporation Law (“DGCL”).

D.The Board of Directors of the Company has determined that it is in the best interests of the Company’s stockholders that the Company act to assure such persons that there will be increased certainty of such protection in the future.

E.It is reasonable, prudent, and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified.

F.The Company and Indemnitee entered into an Indemnification Agreement, dated November 29, 2010 (the “Prior Agreement”), and, consistent with the foregoing recitals, the Company and Indemnitee desire to amend and restate in its entirety the Prior Agreement.

AGREEMENT

NOW, THEREFORE, for and in consideration of the recitals (which are incorporated and made part of this Agreement), the sum of $10.00, in hand paid to the Company, the receipt, adequacy, and sufficiency of which is hereby expressly acknowledged by the Company, Indemnitee’s prior and future services as an officer and/or director of the Company, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby expressly acknowledged by the parties hereto, the Company and Indemnitee hereby covenant and agree as follows:

1.Service by the Indemnitee.

The Indemnitee agrees to serve and/or continue to serve as a director and/or officer of the Company and/or another Enterprise (as defined in Section 11), as applicable, faithfully and will discharge his or her duties and responsibilities to the best of his or her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Certificate, the Bylaws, other similar organizational document of another Enterprise, as applicable, the DGCL and any other applicable law in effect on the date of this Agreement and from time to time, or until his or earlier death, resignation, or removal.  The Indemnitee may, at any time and for any reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee and Indemnitee shall have no further obligation to serve.  Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or another Enterprise or as an officer or director of the Company or another Enterprise or affect the right of the Company or another Enterprise to terminate the Indemnitee’s employment at any time in the sole discretion of the Company or applicable Enterprise, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

2.Indemnification.

(a)Third Party Proceedings.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding (other than a Proceeding by or in the right of the Company, as provided in Section 2(b), below), against any and all Expenses, judgments, liabilities, damages, costs, fines, penalties, and amounts paid in settlement (including, without limitation, all interest, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, “Losses”) actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b)Action or Suit By or in the Right of the Company.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor against Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to

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the extent that the 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, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.

(c)Mandatory Payment of Expenses.  To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal without prejudice) in defense of any Proceeding referred to in Subsections (a) and (b) of this Section 2 or in defense of any claim, issue, or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection therewith.

(d)Advancement of Expenses.  To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in defending any Proceeding or any claim, issue, or matter therein (but not amounts actually paid in settlement of any such Proceeding) in advance of the final disposition of such Proceeding.  Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company; provided, however, that Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).  The Company may require that Indemnitee furnish an additional written statement(s) prior to each advancement of Expenses stating that Indemnitee undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company.  Any advances and undertakings to repay pursuant to this Section 2(d) shall be unsecured and interest free. The Company shall make advance payment of Expenses to Indemnitee, without regard to Indemnitee’s ability to repay the Expenses.

(e)Right to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the law and public policy of the State of Delaware.  Accordingly, the parties agree that Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company, or based on the advice of legal counsel for the Company, or is based on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, employee, agent or fiduciary of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 2(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

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3.Procedure.

(a)Notice/Cooperation by Indemnitee.  To obtain indemnification under this Agreement, Indemnitee shall submit a written request to the Company for indemnification hereunder.  The time at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion.  Notice to the Company shall be given as provided in Section 12 below.  In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee’s power. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a determination of Indemnitee’s entitlement to indemnification shall be made as provided in this Section 3.

(b)Authorization and Reviewing Party.

(i)Authorization.  Any indemnification under this Agreement (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct; provided, however, that no determination regarding entitlement to indemnification is required to be made in connection with the mandatory payment of Expenses under Section 2(c).

(ii)Reviewing Party.  The determination referenced in Section 3(b)(i) above shall be made, as selected by the Board of Directors, by either: (1) a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum; or (2) a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if all of the directors are parties to such action, suit, or proceeding, or if so requested by Indemnitee, an Independent Counsel (as defined in Section 11 below) in a written opinion addressed to the Board of Directors and Indemnitee; or (4) the vote of the stockholders owning at least a majority of the Company’s outstanding Voting Securities (as defined in Section 11 below).

(iii)Reviewing Party following Change of Control.  Notwithstanding Section 3(b)(ii) above, upon and following a Change of Control (as defined in Section 11 below) (other than a Change of Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification under this Agreement shall be determined by an Independent Counsel.

(iv)Any Independent Counsel, among other things, shall render its written opinion to the Company’s Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to abide by such opinion.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  Notwithstanding any other provision of this Agreement, the Company shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any,

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unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

(c)Timing.  Any determination pursuant to Section 3(b) above shall be made no later than thirty (30) days after receipt by the Company of the written request from Indemnitee requesting such indemnification pursuant to this Agreement. If a determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.

(d)Presumption of Entitlement and Effect of Certain Proceedings.

(i)In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  In the event that any legal proceedings are instituted by Indemnitee under this Agreement to secure a determination that Indemnitee should be indemnified under this Agreement, it is the parties’ intention that the question of Indemnitee’s right to indemnification shall be for the courts to decide, and neither the failure of the Company (including its Board of Directors, or any committee or subgroup of the Board of Directors, the Independent Counsel, or the Company’s stockholders) to have made a determination pursuant to Section 3(b) above that indemnification of Indemnitee is proper under the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination pursuant to Section 3(b) above that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(ii)If the Board of Directors or Independent Counsel (as the case may be) shall have failed to make a determination as to entitlement to indemnification under this Section 3 within thirty (30) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification or a prohibition of indemnification under applicable law; provided, however, that such thirty (30) day period may be extended (or any claim, issue, or matter therein) for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons, or entity making the determination in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto.

(e)Expenses. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company.  The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification

(f)Notice to Insurers.  If, at the time of the receipt of a request for indemnification

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pursuant to Section 3(a) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of any Proceeding giving rise to the request for indemnification to its insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter make all reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

4.Additional Indemnification Rights; Nonexclusivity.

(a)Scope.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Certificate, the Bylaws, or by statute.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Losses actually and reasonably incurred by him or her or on his or her behalf if, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company, or any other Enterprise, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including any Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Section 3 hereof) to be unlawful.

(b)Changes in Laws, Statutes or Rules.  In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Company’s obligations, under this Agreement.  In the event of any change in any applicable law, statute, or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(c)Nonexclusivity. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise, both as to action in Indemnitee’s official capacity and as to such action in another capacity while holding such office.  The indemnification and advancement of Expenses provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

5.Partial Indemnification; Contribution.

(a)If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses actually or reasonably incurred by

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Indemnitee in the investigation, defense, appeal, or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Losses to which Indemnitee is entitled.  Whether or not the indemnification provided in Sections 2 and 4 hereof is available, in respect of any threatened, pending, or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.  The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees, agents, or fiduciaries of the Company, or any subsidiary of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(b)Without diminishing or impairing the obligations of the Company set forth in the preceding Subsection 5(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Losses actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Losses, as well as any other equitable considerations.  The relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c)To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the Losses incurred by Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee in connection with such event(s)

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and/or transaction(s).  No contribution shall be made under this Section 5(c) on account of Indemnitee’s conduct that is finally determined (under the procedures and subject to the presumptions set forth in this Agreement) to be an act or omission not in good faith or involving intentional misconduct or a knowing violation of the law.

6.Mutual Acknowledgement.  Both the Company and Indemnitee acknowledge that in certain instances, the laws of the United States or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7.Liability Insurance.  To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents, or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under such policies.  Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance.

8.Exceptions.  Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)Excluded Acts or Omissions.  (i) To indemnify Indemnitee for Indemnitee’s acts, omissions, or transactions from which Indemnitee may not be indemnified under Section 102(b)(7) of the DGCL (or any successor thereto); or (ii) to indemnify Indemnitee for Indemnitee’s intentional acts or transactions in direct violation of the Company’s policies;

(b)Claims Initiated by Indemnitee.  To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Certificate or the Bylaws now or hereafter in effect, (ii) in specific cases, if the Board of Directors has approved the initiation or bringing of such Proceeding, or (iii) as otherwise required under Section 145 of the DGCL, or successor statute, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense payment, or insurance recovery, as the case may be;

(c)Lack of Good Faith.  To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(d)Insured Claims; No Duplicate Payments.  To indemnify Indemnitee or advance Expenses to the extent that Indemnitee has otherwise already actually received payment of such amounts directly from any third party, including, but not limited to, insurance companies under liability insurance maintained by the Company; or

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(e)Claims Under Section 16(b).  To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute.

9.Notification and Defense of Claim. Indemnitee agrees to notify the Company within a reasonable time of being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder.  Any failure by Indemnitee to so notify the Company will not relieve the Company of its advancement or indemnification obligations under this Agreement, unless and only if and to the extent the Company can establish that such omission to notify resulted in actual prejudice to it, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement.  A notice provided under this Section 9 shall not be construed as a request for indemnification pursuant to Section 3 or a request for advancement of Expenses under Section 2 of this Agreement.

Notwithstanding any other provision of this Agreement, with respect to any such Proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:

(a)The Company will be entitled to participate therein at its own expense.

(b)If Indemnitee is a participant in a Proceeding with any other Company directors or officers to whom the Company owes an indemnification obligation, the Company shall not be required to advance expenses for more than one law firm (and, if necessary, an additional law firm to act as local counsel)  to represent collectively Indemnitee and such other Company directors or officers in respect of the same matter unless Indemnitee concludes, in its sole discretion, that the representation of Indemnitee and such other Company directors or officers gives rise to an actual or potential conflict of interest.

(c)The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any Loss or burden on Indemnitee, including, without limitation, the entry of any contribution bar order, other bar order, or other similar order, decree, or stipulation pursuant to 15 U.S.C. § 78u-4 or any other foreign, federal, or state statute, regulation, rule, or law, unless such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee from all Losses on any matters that are the subject of such Proceeding.  The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

10.Spousal Indemnification.  The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the

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indemnification provided in this Agreement (even if Indemnitee did not remain married to him or her during the entire period of coverage) against any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations, and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatened Proceeding solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property, or property purported to have been transferred from the Indemnitee to his or her spouse (or former spouse).  The Indemnitee’s spouse or former spouse also shall be entitled to advancement of Expenses to the same extent that Indemnitee is entitled to advancement of Expenses herein.  The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose.

11.Construction of Certain Phrases.

(a)For purposes of this Agreement, references to the “Company” shall include, in addition to any resulting corporation, any successor corporation, and any new direct or indirect parent company, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agent, or fiduciary, so that if Indemnitee is or was a director, officer, employee, agent, or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent, or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b)For purposes of this Agreement, references to “any subsidiary of the Company” shall include any corporation, partnership, limited liability company, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company, association, or other business entity, a majority of the ownership interests therein is at the time owned or controlled, directly or indirectly, by the Company or one or more subsidiaries of that person or a combination thereof.

(c)For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as

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referred to in this Agreement.

(d)For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if the stockholders of the Company approve a merger or consolidation of the Company with or into any other corporation or entity (other than a merger or consolidation which would result in the Voting Securities (as defined below) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; provided, however, that following the Company’s registration of the offering of any securities of the Company under the Securities Act of 1933, as amended, and during such period as the Company shall be subject to the reporting requirements of the Exchange Act, a “Change of Control” shall also be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding Voting Securities (as defined below), increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

(e)For purposes of this Agreement, “Enterprise” shall mean the Company, any subsidiary of the Company, and any other corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, employee benefit plan or other Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, partner, managing member, fiduciary, employee, or agent.

(f)For purposes of this Agreement, “Expenses” shall include, without limitation, all attorneys’ and other advisors’ fees and expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements, or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, any threatened, pending, or completed Proceeding.

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(g)For purposes of this Agreement, “Independent Counsel” shall mean an attorney or firm of attorneys who shall not have performed services for the Company or Indemnitee within the last three (3) years and who shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).

(h)For purposes of this Agreement, “Proceeding” shall include any actual, threatened, pending, or completed claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, pending, or completed proceeding, whether brought by or in the right of the Company, by a third party, or otherwise and whether civil (including, without limitation, intentional or unintentional tort claims), criminal, administrative, or investigative in nature, in which Indemnitee was, is, may be, or will be involved as a party, witness, or otherwise, by reason of Indemnitee’s status as a director or officer of the Company, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, general partner, managing member, fiduciary, employee, or agent of any other Enterprise (in each case whether or not he or she is acting or serving in any such capacity or has such status at the time any Losses are incurred for which indemnification or advancement of Expenses can be provided under this Agreement), or any foreign equivalent of the foregoing.

(i)For purposes of this Agreement, “Voting Securities” mean shall mean any securities of the Company that vote generally in the election of directors.

12.Notice.  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed received: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by United States certified or first-class mail, with postage prepaid and addressed to the recipient, on the third (3rd) business day after the date postmarked; and (iii) if sent by overnight Federal Express delivery or any other nationally-recognized overnight delivery service, on the next business day after having been deposited for delivery.  Addresses for notice to either party are as shown on the signature page of this Agreement, or such other address as a party to this Agreement shall have furnished to the other party in writing.  All notices, requests, demands, or other communications under this Agreement addressed to the Company shall be directed to the attention of the Company’s Chief Executive Officer.

13.Remedies of Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3(c) of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 3(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware of Indemnitee’s entitlement to such indemnification and/or advancement of Expenses.  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

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(b)In the event that a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 3(b).

(c)If a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)In the event that Indemnitee, pursuant to this Section 13, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery.

(e)The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within twenty (20) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.

(f)In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee shall be entitled to advancement of Expenses, including, without limitation, for attorneys’ fees and disbursements reasonably incurred by the Indemnitee, in accordance with the terms set forth in Section 3(d) of this Agreement.

(g)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the applicable Proceeding.

14.Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights

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and to enable the Company effectively to bring suit to enforce such rights.

15.Effective Date.  The provisions of this Agreement shall cover any and all Proceedings whether now pending or hereafter commenced and shall be retroactive to cover any and all acts or omissions or alleged acts or omissions which heretofore have taken place.  The Company shall be liable under this Agreement, to the extent specified herein, for all acts and omissions of the Indemnitee while serving as a director and/or officer, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed during the term of the Indemnitee’s service to the Company.

16.Duration of Agreement; Binding Effect.

(a)This Agreement shall survive and continue even though the Indemnitee may have terminated his or her service as a director, officer, employee, agent, or fiduciary of the Company or as a director, officer, partner, employee, agent, or fiduciary of any other entity or Enterprise, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust, or other enterprise or by reason of any act or omission by the Indemnitee in any such capacity.

(b)This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated or merged, and shall inure to the benefit of the Indemnitee and his or her spouse, successors, assigns, heirs, devisees, executors, administrators, or other legal representatives.  The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.  Without limiting the foregoing and notwithstanding anything in this Agreement to the contrary, any corporation that becomes a direct or indirect parent company of the Company through any form of merger, consolidation, recapitalization, or similar transaction shall automatically become a joint and several obligor with the Company of the obligations owed to the Indemnitee under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(c)The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer and/or director of the Company or another Enterprise.

17.Third-Party Beneficiary.  The Independent Counsel and any spouse of an Indemnitee are express third-party beneficiaries of this Agreement, and may specifically enforce the Company’s obligations hereunder as though a party hereunder.

18.Choice of Law.  This Agreement shall be governed by and its provisions construed in

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accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof.

19.Consent to Exclusive Jurisdiction.  The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted, and continued only in the Court of Chancery of the State of Delaware, which shall be the exclusive and only proper forum for adjudicating such claim.

20.Integration and Entire Agreement; Succeeding Agreement.  This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings, and agreements relating to the subject matter hereof between the parties hereto.  Without limiting anything in the foregoing sentence, this Agreement amends and restates and supersedes the Prior Agreement in its entirety.

21.Amendment and Termination.  No amendment, modification, termination, waiver, or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

22.Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives, and assigns.

23.Severability.  Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court order or applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law or public policy, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

24.Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

25.Counterparts.  This Agreement may be executed in two or more counterparts and by facsimile (including in PDF form), each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

[Signatures Follow on Next Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Indemnification Agreement as of the date first above written.

		JACK COOPER HOLDINGS CORP.
		By:	/s/ Theo Ciupitu
			Signature of Authorized Signatory
		Theo Ciupitu, Executive VP
		Print Name and Title
		Address:		1100 Walnut Street
				Suite 2400
				Kansas City, MO 64106
AGREED TO AND ACCEPTED BY:
INDEMNITEE:
/s/ Michael S. Testman
Signature
Michael S. Testman
Print Name
Company
Position(s):	CFO & Director
Address:	10307 N. Saline Ave
	Kansas City, MO 64154

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EX-10.16

Exhibit 10.16

JACK COOPER HOLDINGS CORP.

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT

This Amended and Restated Indemnification Agreement (this “Agreement”) is made as of May 19, 2014 to be retroactively effective as of November 29, 2010, by and between Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), and the person whose name, address, and position at the Company and/or any of the direct or indirect subsidiaries of the Company appear on the signature page hereto (“Indemnitee”).

RECITALS

A.The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company.

B.The Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company.

C.The Company’s Certificate of Incorporation (the “Certificate”) and the Company’s Bylaws (the “Bylaws”), each as amended and in effect on the date hereof, permit the Company to indemnify its officers and directors to the maximum extent permitted under the Delaware General Corporation Law (“DGCL”).

D.The Board of Directors of the Company has determined that it is in the best interests of the Company’s stockholders that the Company act to assure such persons that there will be increased certainty of such protection in the future.

E.It is reasonable, prudent, and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified.

F.The Company and Indemnitee entered into an Indemnification Agreement, dated November 29, 2010 (the “Prior Agreement”), and, consistent with the foregoing recitals, the Company and Indemnitee desire to amend and restate in its entirety the Prior Agreement.

AGREEMENT

NOW, THEREFORE, for and in consideration of the recitals (which are incorporated and made part of this Agreement), the sum of $10.00, in hand paid to the Company, the receipt, adequacy, and sufficiency of which is hereby expressly acknowledged by the Company, Indemnitee’s prior and future services as an officer and/or director of the Company, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby expressly acknowledged by the parties hereto, the Company and Indemnitee hereby covenant and agree as follows:

1.Service by the Indemnitee.

The Indemnitee agrees to serve and/or continue to serve as a director and/or officer of the Company and/or another Enterprise (as defined in Section 11), as applicable, faithfully and will discharge his or her duties and responsibilities to the best of his or her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Certificate, the Bylaws, other similar organizational document of another Enterprise, as applicable, the DGCL and any other applicable law in effect on the date of this Agreement and from time to time, or until his or earlier death, resignation, or removal.  The Indemnitee may, at any time and for any reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee and Indemnitee shall have no further obligation to serve.  Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or another Enterprise or as an officer or director of the Company or another Enterprise or affect the right of the Company or another Enterprise to terminate the Indemnitee’s employment at any time in the sole discretion of the Company or applicable Enterprise, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

2.Indemnification.

(a)Third Party Proceedings.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding (other than a Proceeding by or in the right of the Company, as provided in Section 2(b), below), against any and all Expenses, judgments, liabilities, damages, costs, fines, penalties, and amounts paid in settlement (including, without limitation, all interest, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, “Losses”) actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b)Action or Suit By or in the Right of the Company.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor against Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to

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the extent that the 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, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.

(c)Mandatory Payment of Expenses.  To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal without prejudice) in defense of any Proceeding referred to in Subsections (a) and (b) of this Section 2 or in defense of any claim, issue, or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection therewith.

(d)Advancement of Expenses.  To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in defending any Proceeding or any claim, issue, or matter therein (but not amounts actually paid in settlement of any such Proceeding) in advance of the final disposition of such Proceeding.  Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company; provided, however, that Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).  The Company may require that Indemnitee furnish an additional written statement(s) prior to each advancement of Expenses stating that Indemnitee undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company.  Any advances and undertakings to repay pursuant to this Section 2(d) shall be unsecured and interest free. The Company shall make advance payment of Expenses to Indemnitee, without regard to Indemnitee’s ability to repay the Expenses.

(e)Right to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the law and public policy of the State of Delaware.  Accordingly, the parties agree that Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company, or based on the advice of legal counsel for the Company, or is based on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, employee, agent or fiduciary of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 2(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

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3.Procedure.

(a)Notice/Cooperation by Indemnitee.  To obtain indemnification under this Agreement, Indemnitee shall submit a written request to the Company for indemnification hereunder.  The time at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion.  Notice to the Company shall be given as provided in Section 12 below.  In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee’s power. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a determination of Indemnitee’s entitlement to indemnification shall be made as provided in this Section 3.

(b)Authorization and Reviewing Party.

(i)Authorization.  Any indemnification under this Agreement (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct; provided, however, that no determination regarding entitlement to indemnification is required to be made in connection with the mandatory payment of Expenses under Section 2(c).

(ii)Reviewing Party.  The determination referenced in Section 3(b)(i) above shall be made, as selected by the Board of Directors, by either: (1) a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum; or (2) a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if all of the directors are parties to such action, suit, or proceeding, or if so requested by Indemnitee, an Independent Counsel (as defined in Section 11 below) in a written opinion addressed to the Board of Directors and Indemnitee; or (4) the vote of the stockholders owning at least a majority of the Company’s outstanding Voting Securities (as defined in Section 11 below).

(iii)Reviewing Party following Change of Control.  Notwithstanding Section 3(b)(ii) above, upon and following a Change of Control (as defined in Section 11 below) (other than a Change of Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification under this Agreement shall be determined by an Independent Counsel.

(iv)Any Independent Counsel, among other things, shall render its written opinion to the Company’s Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to abide by such opinion.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  Notwithstanding any other provision of this Agreement, the Company shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any,

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unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

(c)Timing.  Any determination pursuant to Section 3(b) above shall be made no later than thirty (30) days after receipt by the Company of the written request from Indemnitee requesting such indemnification pursuant to this Agreement. If a determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.

(d)Presumption of Entitlement and Effect of Certain Proceedings.

(i)In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  In the event that any legal proceedings are instituted by Indemnitee under this Agreement to secure a determination that Indemnitee should be indemnified under this Agreement, it is the parties’ intention that the question of Indemnitee’s right to indemnification shall be for the courts to decide, and neither the failure of the Company (including its Board of Directors, or any committee or subgroup of the Board of Directors, the Independent Counsel, or the Company’s stockholders) to have made a determination pursuant to Section 3(b) above that indemnification of Indemnitee is proper under the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination pursuant to Section 3(b) above that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(ii)If the Board of Directors or Independent Counsel (as the case may be) shall have failed to make a determination as to entitlement to indemnification under this Section 3 within thirty (30) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification or a prohibition of indemnification under applicable law; provided, however, that such thirty (30) day period may be extended (or any claim, issue, or matter therein) for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons, or entity making the determination in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto.

(e)Expenses. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company.  The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification

(f)Notice to Insurers.  If, at the time of the receipt of a request for indemnification

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pursuant to Section 3(a) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of any Proceeding giving rise to the request for indemnification to its insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter make all reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

4.Additional Indemnification Rights; Nonexclusivity.

(a)Scope.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Certificate, the Bylaws, or by statute.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Losses actually and reasonably incurred by him or her or on his or her behalf if, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company, or any other Enterprise, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including any Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Section 3 hereof) to be unlawful.

(b)Changes in Laws, Statutes or Rules.  In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Company’s obligations, under this Agreement.  In the event of any change in any applicable law, statute, or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(c)Nonexclusivity. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise, both as to action in Indemnitee’s official capacity and as to such action in another capacity while holding such office.  The indemnification and advancement of Expenses provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

5.Partial Indemnification; Contribution.

(a)If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses actually or reasonably incurred by

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Indemnitee in the investigation, defense, appeal, or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Losses to which Indemnitee is entitled.  Whether or not the indemnification provided in Sections 2 and 4 hereof is available, in respect of any threatened, pending, or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.  The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees, agents, or fiduciaries of the Company, or any subsidiary of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(b)Without diminishing or impairing the obligations of the Company set forth in the preceding Subsection 5(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Losses actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Losses, as well as any other equitable considerations.  The relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c)To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the Losses incurred by Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee in connection with such event(s) 

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and/or transaction(s).  No contribution shall be made under this Section 5(c) on account of Indemnitee’s conduct that is finally determined (under the procedures and subject to the presumptions set forth in this Agreement) to be an act or omission not in good faith or involving intentional misconduct or a knowing violation of the law.

6.Mutual Acknowledgement.  Both the Company and Indemnitee acknowledge that in certain instances, the laws of the United States or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7.Liability Insurance.  To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents, or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under such policies.  Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance.

8.Exceptions.  Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)Excluded Acts or Omissions.  (i) To indemnify Indemnitee for Indemnitee’s acts, omissions, or transactions from which Indemnitee may not be indemnified under Section 102(b)(7) of the DGCL (or any successor thereto); or (ii) to indemnify Indemnitee for Indemnitee’s intentional acts or transactions in direct violation of the Company’s policies;

(b)Claims Initiated by Indemnitee.  To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Certificate or the Bylaws now or hereafter in effect, (ii) in specific cases, if the Board of Directors has approved the initiation or bringing of such Proceeding, or (iii) as otherwise required under Section 145 of the DGCL, or successor statute, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense payment, or insurance recovery, as the case may be;

(c)Lack of Good Faith.  To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(d)Insured Claims; No Duplicate Payments.  To indemnify Indemnitee or advance Expenses to the extent that Indemnitee has otherwise already actually received payment of such amounts directly from any third party, including, but not limited to, insurance companies under liability insurance maintained by the Company; or

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(e)Claims Under Section 16(b).  To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute.

9.Notification and Defense of Claim. Indemnitee agrees to notify the Company within a reasonable time of being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder.  Any failure by Indemnitee to so notify the Company will not relieve the Company of its advancement or indemnification obligations under this Agreement, unless and only if and to the extent the Company can establish that such omission to notify resulted in actual prejudice to it, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement.  A notice provided under this Section 9 shall not be construed as a request for indemnification pursuant to Section 3 or a request for advancement of Expenses under Section 2 of this Agreement.

Notwithstanding any other provision of this Agreement, with respect to any such Proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:

(a)The Company will be entitled to participate therein at its own expense.

(b)If Indemnitee is a participant in a Proceeding with any other Company directors or officers to whom the Company owes an indemnification obligation, the Company shall not be required to advance expenses for more than one law firm (and, if necessary, an additional law firm to act as local counsel)  to represent collectively Indemnitee and such other Company directors or officers in respect of the same matter unless Indemnitee concludes, in its sole discretion, that the representation of Indemnitee and such other Company directors or officers gives rise to an actual or potential conflict of interest.

(c)The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any Loss or burden on Indemnitee, including, without limitation, the entry of any contribution bar order, other bar order, or other similar order, decree, or stipulation pursuant to 15 U.S.C. § 78u-4 or any other foreign, federal, or state statute, regulation, rule, or law, unless such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee from all Losses on any matters that are the subject of such Proceeding.  The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

10.Spousal Indemnification.  The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the

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indemnification provided in this Agreement (even if Indemnitee did not remain married to him or her during the entire period of coverage) against any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations, and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatened Proceeding solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property, or property purported to have been transferred from the Indemnitee to his or her spouse (or former spouse).  The Indemnitee’s spouse or former spouse also shall be entitled to advancement of Expenses to the same extent that Indemnitee is entitled to advancement of Expenses herein.  The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose.

11.Construction of Certain Phrases.

(a)For purposes of this Agreement, references to the “Company” shall include, in addition to any resulting corporation, any successor corporation, and any new direct or indirect parent company, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agent, or fiduciary, so that if Indemnitee is or was a director, officer, employee, agent, or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent, or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b)For purposes of this Agreement, references to “any subsidiary of the Company” shall include any corporation, partnership, limited liability company, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company, association, or other business entity, a majority of the ownership interests therein is at the time owned or controlled, directly or indirectly, by the Company or one or more subsidiaries of that person or a combination thereof.

(c)For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as

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referred to in this Agreement.

(d)For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if the stockholders of the Company approve a merger or consolidation of the Company with or into any other corporation or entity (other than a merger or consolidation which would result in the Voting Securities (as defined below) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; provided, however, that following the Company’s registration of the offering of any securities of the Company under the Securities Act of 1933, as amended, and during such period as the Company shall be subject to the reporting requirements of the Exchange Act, a “Change of Control” shall also be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding Voting Securities (as defined below), increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

(e)For purposes of this Agreement, “Enterprise” shall mean the Company, any subsidiary of the Company, and any other corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, employee benefit plan or other Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, partner, managing member, fiduciary, employee, or agent.

(f)For purposes of this Agreement, “Expenses” shall include, without limitation, all attorneys’ and other advisors’ fees and expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements, or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, any threatened, pending, or completed Proceeding.

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(g)For purposes of this Agreement, “Independent Counsel” shall mean an attorney or firm of attorneys who shall not have performed services for the Company or Indemnitee within the last three (3) years and who shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).

(h)For purposes of this Agreement, “Proceeding” shall include any actual, threatened, pending, or completed claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, pending, or completed proceeding, whether brought by or in the right of the Company, by a third party, or otherwise and whether civil (including, without limitation, intentional or unintentional tort claims), criminal, administrative, or investigative in nature, in which Indemnitee was, is, may be, or will be involved as a party, witness, or otherwise, by reason of Indemnitee’s status as a director or officer of the Company, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, general partner, managing member, fiduciary, employee, or agent of any other Enterprise (in each case whether or not he or she is acting or serving in any such capacity or has such status at the time any Losses are incurred for which indemnification or advancement of Expenses can be provided under this Agreement), or any foreign equivalent of the foregoing.

(i)For purposes of this Agreement, “Voting Securities” mean shall mean any securities of the Company that vote generally in the election of directors.

12.Notice.  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed received: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by United States certified or first-class mail, with postage prepaid and addressed to the recipient, on the third (3rd) business day after the date postmarked; and (iii) if sent by overnight Federal Express delivery or any other nationally-recognized overnight delivery service, on the next business day after having been deposited for delivery.  Addresses for notice to either party are as shown on the signature page of this Agreement, or such other address as a party to this Agreement shall have furnished to the other party in writing.  All notices, requests, demands, or other communications under this Agreement addressed to the Company shall be directed to the attention of the Company’s Chief Executive Officer.

13.Remedies of Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3(c) of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 3(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware of Indemnitee’s entitlement to such indemnification and/or advancement of Expenses.  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

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(b)In the event that a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 3(b).

(c)If a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)In the event that Indemnitee, pursuant to this Section 13, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery.

(e)The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within twenty (20) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.

(f)In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee shall be entitled to advancement of Expenses, including, without limitation, for attorneys’ fees and disbursements reasonably incurred by the Indemnitee, in accordance with the terms set forth in Section 3(d) of this Agreement.

(g)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the applicable Proceeding.

14.Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights

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and to enable the Company effectively to bring suit to enforce such rights.

15.Effective Date.  The provisions of this Agreement shall cover any and all Proceedings whether now pending or hereafter commenced and shall be retroactive to cover any and all acts or omissions or alleged acts or omissions which heretofore have taken place.  The Company shall be liable under this Agreement, to the extent specified herein, for all acts and omissions of the Indemnitee while serving as a director and/or officer, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed during the term of the Indemnitee’s service to the Company.

16.Duration of Agreement; Binding Effect.

(a)This Agreement shall survive and continue even though the Indemnitee may have terminated his or her service as a director, officer, employee, agent, or fiduciary of the Company or as a director, officer, partner, employee, agent, or fiduciary of any other entity or Enterprise, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust, or other enterprise or by reason of any act or omission by the Indemnitee in any such capacity.

(b)This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated or merged, and shall inure to the benefit of the Indemnitee and his or her spouse, successors, assigns, heirs, devisees, executors, administrators, or other legal representatives.  The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.  Without limiting the foregoing and notwithstanding anything in this Agreement to the contrary, any corporation that becomes a direct or indirect parent company of the Company through any form of merger, consolidation, recapitalization, or similar transaction shall automatically become a joint and several obligor with the Company of the obligations owed to the Indemnitee under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(c)The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer and/or director of the Company or another Enterprise.

17.Third-Party Beneficiary.  The Independent Counsel and any spouse of an Indemnitee are express third-party beneficiaries of this Agreement, and may specifically enforce the Company’s obligations hereunder as though a party hereunder.

18.Choice of Law.  This Agreement shall be governed by and its provisions construed in

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accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof.

19.Consent to Exclusive Jurisdiction.  The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted, and continued only in the Court of Chancery of the State of Delaware, which shall be the exclusive and only proper forum for adjudicating such claim.

20.Integration and Entire Agreement; Succeeding Agreement.  This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings, and agreements relating to the subject matter hereof between the parties hereto.  Without limiting anything in the foregoing sentence, this Agreement amends and restates and supersedes the Prior Agreement in its entirety.

21.Amendment and Termination.  No amendment, modification, termination, waiver, or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

22.Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives, and assigns.

23.Severability.  Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court order or applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law or public policy, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

24.Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

25.Counterparts.  This Agreement may be executed in two or more counterparts and by facsimile (including in PDF form), each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

[Signatures Follow on Next Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Indemnification Agreement as of the date first above written.

		JACK COOPER HOLDINGS CORP.
		By:	/s/ T. Michael Riggs
			Signature of Authorized Signatory
		T. Michael Riggs
		Print Name and Title
		Address:		630 Kennesaw Due West Rd.
				Kennesaw, GA 30152
AGREED TO AND ACCEPTED BY:
INDEMNITEE:
/s/ Theo Ciupitu
Signature
Theo Ciupitu
Print Name
Company
Position(s):	Executive VP, General Counsel, and Secretary
Address:	270 17th St NW
	#4605
	Atlanta, GA 30363

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EX-10.17

Exhibit 10.17

JACK COOPER HOLDINGS CORP.

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT

This Amended and Restated Indemnification Agreement (this “Agreement”) is made as of May 19, 2014 to be retroactively effective as of November 29, 2010, by and between Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), and the person whose name, address, and position at the Company and/or any of the direct or indirect subsidiaries of the Company appear on the signature page hereto (“Indemnitee”).

RECITALS

A.The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company.

B.The Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company.

C.The Company’s Certificate of Incorporation (the “Certificate”) and the Company’s Bylaws (the “Bylaws”), each as amended and in effect on the date hereof, permit the Company to indemnify its officers and directors to the maximum extent permitted under the Delaware General Corporation Law (“DGCL”).

D.The Board of Directors of the Company has determined that it is in the best interests of the Company’s stockholders that the Company act to assure such persons that there will be increased certainty of such protection in the future.

E.It is reasonable, prudent, and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified.

F.The Company and Indemnitee entered into an Indemnification Agreement, dated November 29, 2010 (the “Prior Agreement”), and, consistent with the foregoing recitals, the Company and Indemnitee desire to amend and restate in its entirety the Prior Agreement.

AGREEMENT

NOW, THEREFORE, for and in consideration of the recitals (which are incorporated and made part of this Agreement), the sum of $10.00, in hand paid to the Company, the receipt, adequacy, and sufficiency of which is hereby expressly acknowledged by the Company, Indemnitee’s prior and future services as an officer and/or director of the Company, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby expressly acknowledged by the parties hereto, the Company and Indemnitee hereby covenant and agree as follows:

1.Service by the Indemnitee.

The Indemnitee agrees to serve and/or continue to serve as a director and/or officer of the Company and/or another Enterprise (as defined in Section 11), as applicable, faithfully and will discharge his or her duties and responsibilities to the best of his or her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Certificate, the Bylaws, other similar organizational document of another Enterprise, as applicable, the DGCL and any other applicable law in effect on the date of this Agreement and from time to time, or until his or earlier death, resignation, or removal.  The Indemnitee may, at any time and for any reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee and Indemnitee shall have no further obligation to serve.  Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or another Enterprise or as an officer or director of the Company or another Enterprise or affect the right of the Company or another Enterprise to terminate the Indemnitee’s employment at any time in the sole discretion of the Company or applicable Enterprise, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

2.Indemnification.

(a)Third Party Proceedings.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding (other than a Proceeding by or in the right of the Company, as provided in Section 2(b), below), against any and all Expenses, judgments, liabilities, damages, costs, fines, penalties, and amounts paid in settlement (including, without limitation, all interest, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, “Losses”) actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b)Action or Suit By or in the Right of the Company.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor against Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to

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the extent that the 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, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.

(c)Mandatory Payment of Expenses.  To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal without prejudice) in defense of any Proceeding referred to in Subsections (a) and (b) of this Section 2 or in defense of any claim, issue, or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection therewith.

(d)Advancement of Expenses.  To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in defending any Proceeding or any claim, issue, or matter therein (but not amounts actually paid in settlement of any such Proceeding) in advance of the final disposition of such Proceeding.  Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company; provided, however, that Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).  The Company may require that Indemnitee furnish an additional written statement(s) prior to each advancement of Expenses stating that Indemnitee undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company.  Any advances and undertakings to repay pursuant to this Section 2(d) shall be unsecured and interest free. The Company shall make advance payment of Expenses to Indemnitee, without regard to Indemnitee’s ability to repay the Expenses.

(e)Right to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the law and public policy of the State of Delaware.  Accordingly, the parties agree that Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company, or based on the advice of legal counsel for the Company, or is based on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, employee, agent or fiduciary of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 2(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

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3.Procedure.

(a)Notice/Cooperation by Indemnitee.  To obtain indemnification under this Agreement, Indemnitee shall submit a written request to the Company for indemnification hereunder.  The time at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion.  Notice to the Company shall be given as provided in Section 12 below.  In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee’s power. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a determination of Indemnitee’s entitlement to indemnification shall be made as provided in this Section 3.

(b)Authorization and Reviewing Party.

(i)Authorization.  Any indemnification under this Agreement (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct; provided, however, that no determination regarding entitlement to indemnification is required to be made in connection with the mandatory payment of Expenses under Section 2(c).

(ii)Reviewing Party.  The determination referenced in Section 3(b)(i) above shall be made, as selected by the Board of Directors, by either: (1) a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum; or (2) a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if all of the directors are parties to such action, suit, or proceeding, or if so requested by Indemnitee, an Independent Counsel (as defined in Section 11 below) in a written opinion addressed to the Board of Directors and Indemnitee; or (4) the vote of the stockholders owning at least a majority of the Company’s outstanding Voting Securities (as defined in Section 11 below).

(iii)Reviewing Party following Change of Control.  Notwithstanding Section 3(b)(ii) above, upon and following a Change of Control (as defined in Section 11 below) (other than a Change of Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification under this Agreement shall be determined by an Independent Counsel.

(iv)Any Independent Counsel, among other things, shall render its written opinion to the Company’s Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to abide by such opinion.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  Notwithstanding any other provision of this Agreement, the Company shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any,

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unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

(c)Timing.  Any determination pursuant to Section 3(b) above shall be made no later than thirty (30) days after receipt by the Company of the written request from Indemnitee requesting such indemnification pursuant to this Agreement. If a determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.

(d)Presumption of Entitlement and Effect of Certain Proceedings.

(i)In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  In the event that any legal proceedings are instituted by Indemnitee under this Agreement to secure a determination that Indemnitee should be indemnified under this Agreement, it is the parties’ intention that the question of Indemnitee’s right to indemnification shall be for the courts to decide, and neither the failure of the Company (including its Board of Directors, or any committee or subgroup of the Board of Directors, the Independent Counsel, or the Company’s stockholders) to have made a determination pursuant to Section 3(b) above that indemnification of Indemnitee is proper under the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination pursuant to Section 3(b) above that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(ii)If the Board of Directors or Independent Counsel (as the case may be) shall have failed to make a determination as to entitlement to indemnification under this Section 3 within thirty (30) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification or a prohibition of indemnification under applicable law; provided, however, that such thirty (30) day period may be extended (or any claim, issue, or matter therein) for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons, or entity making the determination in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto.

(e)Expenses. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company.  The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification

(f)Notice to Insurers.  If, at the time of the receipt of a request for indemnification

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pursuant to Section 3(a) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of any Proceeding giving rise to the request for indemnification to its insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter make all reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

4.Additional Indemnification Rights; Nonexclusivity.

(a)Scope.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Certificate, the Bylaws, or by statute.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Losses actually and reasonably incurred by him or her or on his or her behalf if, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company, or any other Enterprise, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including any Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Section 3 hereof) to be unlawful.

(b)Changes in Laws, Statutes or Rules.  In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Company’s obligations, under this Agreement.  In the event of any change in any applicable law, statute, or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(c)Nonexclusivity. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise, both as to action in Indemnitee’s official capacity and as to such action in another capacity while holding such office.  The indemnification and advancement of Expenses provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

5.Partial Indemnification; Contribution.

(a)If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses actually or reasonably incurred by

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Indemnitee in the investigation, defense, appeal, or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Losses to which Indemnitee is entitled.  Whether or not the indemnification provided in Sections 2 and 4 hereof is available, in respect of any threatened, pending, or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.  The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees, agents, or fiduciaries of the Company, or any subsidiary of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(b)Without diminishing or impairing the obligations of the Company set forth in the preceding Subsection 5(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Losses actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Losses, as well as any other equitable considerations.  The relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c)To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the Losses incurred by Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee in connection with such event(s) 

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and/or transaction(s).  No contribution shall be made under this Section 5(c) on account of Indemnitee’s conduct that is finally determined (under the procedures and subject to the presumptions set forth in this Agreement) to be an act or omission not in good faith or involving intentional misconduct or a knowing violation of the law.

6.Mutual Acknowledgement.  Both the Company and Indemnitee acknowledge that in certain instances, the laws of the United States or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7.Liability Insurance.  To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents, or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under such policies.  Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance.

8.Exceptions.  Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)Excluded Acts or Omissions.  (i) To indemnify Indemnitee for Indemnitee’s acts, omissions, or transactions from which Indemnitee may not be indemnified under Section 102(b)(7) of the DGCL (or any successor thereto); or (ii) to indemnify Indemnitee for Indemnitee’s intentional acts or transactions in direct violation of the Company’s policies;

(b)Claims Initiated by Indemnitee.  To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Certificate or the Bylaws now or hereafter in effect, (ii) in specific cases, if the Board of Directors has approved the initiation or bringing of such Proceeding, or (iii) as otherwise required under Section 145 of the DGCL, or successor statute, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense payment, or insurance recovery, as the case may be;

(c)Lack of Good Faith.  To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(d)Insured Claims; No Duplicate Payments.  To indemnify Indemnitee or advance Expenses to the extent that Indemnitee has otherwise already actually received payment of such amounts directly from any third party, including, but not limited to, insurance companies under liability insurance maintained by the Company; or

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(e)Claims Under Section 16(b).  To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute.

9.Notification and Defense of Claim. Indemnitee agrees to notify the Company within a reasonable time of being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder.  Any failure by Indemnitee to so notify the Company will not relieve the Company of its advancement or indemnification obligations under this Agreement, unless and only if and to the extent the Company can establish that such omission to notify resulted in actual prejudice to it, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement.  A notice provided under this Section 9 shall not be construed as a request for indemnification pursuant to Section 3 or a request for advancement of Expenses under Section 2 of this Agreement.

Notwithstanding any other provision of this Agreement, with respect to any such Proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:

(a)The Company will be entitled to participate therein at its own expense.

(b)If Indemnitee is a participant in a Proceeding with any other Company directors or officers to whom the Company owes an indemnification obligation, the Company shall not be required to advance expenses for more than one law firm (and, if necessary, an additional law firm to act as local counsel)  to represent collectively Indemnitee and such other Company directors or officers in respect of the same matter unless Indemnitee concludes, in its sole discretion, that the representation of Indemnitee and such other Company directors or officers gives rise to an actual or potential conflict of interest.

(c)The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any Loss or burden on Indemnitee, including, without limitation, the entry of any contribution bar order, other bar order, or other similar order, decree, or stipulation pursuant to 15 U.S.C. § 78u-4 or any other foreign, federal, or state statute, regulation, rule, or law, unless such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee from all Losses on any matters that are the subject of such Proceeding.  The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

10.Spousal Indemnification.  The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the

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indemnification provided in this Agreement (even if Indemnitee did not remain married to him or her during the entire period of coverage) against any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations, and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatened Proceeding solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property, or property purported to have been transferred from the Indemnitee to his or her spouse (or former spouse).  The Indemnitee’s spouse or former spouse also shall be entitled to advancement of Expenses to the same extent that Indemnitee is entitled to advancement of Expenses herein.  The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose.

11.Construction of Certain Phrases.

(a)For purposes of this Agreement, references to the “Company” shall include, in addition to any resulting corporation, any successor corporation, and any new direct or indirect parent company, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agent, or fiduciary, so that if Indemnitee is or was a director, officer, employee, agent, or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent, or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b)For purposes of this Agreement, references to “any subsidiary of the Company” shall include any corporation, partnership, limited liability company, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company, association, or other business entity, a majority of the ownership interests therein is at the time owned or controlled, directly or indirectly, by the Company or one or more subsidiaries of that person or a combination thereof.

(c)For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as

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referred to in this Agreement.

(d)For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if the stockholders of the Company approve a merger or consolidation of the Company with or into any other corporation or entity (other than a merger or consolidation which would result in the Voting Securities (as defined below) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; provided, however, that following the Company’s registration of the offering of any securities of the Company under the Securities Act of 1933, as amended, and during such period as the Company shall be subject to the reporting requirements of the Exchange Act, a “Change of Control” shall also be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding Voting Securities (as defined below), increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

(e)For purposes of this Agreement, “Enterprise” shall mean the Company, any subsidiary of the Company, and any other corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, employee benefit plan or other Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, partner, managing member, fiduciary, employee, or agent.

(f)For purposes of this Agreement, “Expenses” shall include, without limitation, all attorneys’ and other advisors’ fees and expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements, or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, any threatened, pending, or completed Proceeding.

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(g)For purposes of this Agreement, “Independent Counsel” shall mean an attorney or firm of attorneys who shall not have performed services for the Company or Indemnitee within the last three (3) years and who shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).

(h)For purposes of this Agreement, “Proceeding” shall include any actual, threatened, pending, or completed claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, pending, or completed proceeding, whether brought by or in the right of the Company, by a third party, or otherwise and whether civil (including, without limitation, intentional or unintentional tort claims), criminal, administrative, or investigative in nature, in which Indemnitee was, is, may be, or will be involved as a party, witness, or otherwise, by reason of Indemnitee’s status as a director or officer of the Company, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, general partner, managing member, fiduciary, employee, or agent of any other Enterprise (in each case whether or not he or she is acting or serving in any such capacity or has such status at the time any Losses are incurred for which indemnification or advancement of Expenses can be provided under this Agreement), or any foreign equivalent of the foregoing.

(i)For purposes of this Agreement, “Voting Securities” mean shall mean any securities of the Company that vote generally in the election of directors.

12.Notice.  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed received: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by United States certified or first-class mail, with postage prepaid and addressed to the recipient, on the third (3rd) business day after the date postmarked; and (iii) if sent by overnight Federal Express delivery or any other nationally-recognized overnight delivery service, on the next business day after having been deposited for delivery.  Addresses for notice to either party are as shown on the signature page of this Agreement, or such other address as a party to this Agreement shall have furnished to the other party in writing.  All notices, requests, demands, or other communications under this Agreement addressed to the Company shall be directed to the attention of the Company’s Chief Executive Officer.

13.Remedies of Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3(c) of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 3(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware of Indemnitee’s entitlement to such indemnification and/or advancement of Expenses.  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

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(b)In the event that a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 3(b).

(c)If a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)In the event that Indemnitee, pursuant to this Section 13, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery.

(e)The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within twenty (20) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.

(f)In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee shall be entitled to advancement of Expenses, including, without limitation, for attorneys’ fees and disbursements reasonably incurred by the Indemnitee, in accordance with the terms set forth in Section 3(d) of this Agreement.

(g)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the applicable Proceeding.

14.Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights

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and to enable the Company effectively to bring suit to enforce such rights.

15.Effective Date.  The provisions of this Agreement shall cover any and all Proceedings whether now pending or hereafter commenced and shall be retroactive to cover any and all acts or omissions or alleged acts or omissions which heretofore have taken place.  The Company shall be liable under this Agreement, to the extent specified herein, for all acts and omissions of the Indemnitee while serving as a director and/or officer, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed during the term of the Indemnitee’s service to the Company.

16.Duration of Agreement; Binding Effect.

(a)This Agreement shall survive and continue even though the Indemnitee may have terminated his or her service as a director, officer, employee, agent, or fiduciary of the Company or as a director, officer, partner, employee, agent, or fiduciary of any other entity or Enterprise, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust, or other enterprise or by reason of any act or omission by the Indemnitee in any such capacity.

(b)This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated or merged, and shall inure to the benefit of the Indemnitee and his or her spouse, successors, assigns, heirs, devisees, executors, administrators, or other legal representatives.  The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.  Without limiting the foregoing and notwithstanding anything in this Agreement to the contrary, any corporation that becomes a direct or indirect parent company of the Company through any form of merger, consolidation, recapitalization, or similar transaction shall automatically become a joint and several obligor with the Company of the obligations owed to the Indemnitee under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(c)The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer and/or director of the Company or another Enterprise.

17.Third-Party Beneficiary.  The Independent Counsel and any spouse of an Indemnitee are express third-party beneficiaries of this Agreement, and may specifically enforce the Company’s obligations hereunder as though a party hereunder.

18.Choice of Law.  This Agreement shall be governed by and its provisions construed in

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accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof.

19.Consent to Exclusive Jurisdiction.  The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted, and continued only in the Court of Chancery of the State of Delaware, which shall be the exclusive and only proper forum for adjudicating such claim.

20.Integration and Entire Agreement; Succeeding Agreement.  This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings, and agreements relating to the subject matter hereof between the parties hereto.  Without limiting anything in the foregoing sentence, this Agreement amends and restates and supersedes the Prior Agreement in its entirety.

21.Amendment and Termination.  No amendment, modification, termination, waiver, or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

22.Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives, and assigns.

23.Severability.  Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court order or applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law or public policy, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

24.Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

25.Counterparts.  This Agreement may be executed in two or more counterparts and by facsimile (including in PDF form), each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

[Signatures Follow on Next Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Indemnification Agreement as of the date first above written.

		JACK COOPER HOLDINGS CORP.
		By:	/s/ Theo Ciupitu
			Signature of Authorized Signatory
		Theo Ciupitu, Executive VP
		Print Name and Title
		Address:		1100 Walnut Street
				Suite 2400
				Kansas City, MO 64106
AGREED TO AND ACCEPTED BY:
INDEMNITEE:
/s/ John J. Schickel, Jr.
Signature
John J. Schickel, Jr.
Print Name
	Director, Jack Cooper Holdings Corp.
Company	Director, Jack Cooper Logistics, LLC
Position(s):	Director, Auto Export Shipping, Inc.
Address:	835 Ponte Vedra Blvd
	Ponte Vedra Beach, FL 32082

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EX-10.18

Exhibit 10.18

JACK COOPER HOLDINGS CORP.

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT

This Amended and Restated Indemnification Agreement (this “Agreement”) is made as of May 19, 2014 to be retroactively effective as of November 29, 2010, by and between Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), and the person whose name, address, and position at the Company and/or any of the direct or indirect subsidiaries of the Company appear on the signature page hereto (“Indemnitee”).

RECITALS

A.            The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company.

B.            The Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company.

C.            The Company’s Certificate of Incorporation (the “Certificate”) and the Company’s Bylaws (the “Bylaws”), each as amended and in effect on the date hereof, permit the Company to indemnify its officers and directors to the maximum extent permitted under the Delaware General Corporation Law (“DGCL”).

D.            The Board of Directors of the Company has determined that it is in the best interests of the Company’s stockholders that the Company act to assure such persons that there will be increased certainty of such protection in the future.

E.            It is reasonable, prudent, and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified.

F.            The Company and Indemnitee entered into an Indemnification Agreement, dated November 29, 2010 (the “Prior Agreement”), and, consistent with the foregoing recitals, the Company and Indemnitee desire to amend and restate in its entirety the Prior Agreement.

AGREEMENT

NOW, THEREFORE, for and in consideration of the recitals (which are incorporated and made part of this Agreement), the sum of $10.00, in hand paid to the Company, the receipt, adequacy, and sufficiency of which is hereby expressly acknowledged by the Company, Indemnitee’s prior and future services as an officer and/or director of the Company, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby expressly acknowledged by the parties hereto, the Company and Indemnitee hereby covenant and agree as follows:

1.             Service by the Indemnitee.

The Indemnitee agrees to serve and/or continue to serve as a director and/or officer of the Company and/or another Enterprise (as defined in Section 11), as applicable, faithfully and will discharge his or her duties and responsibilities to the best of his or her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Certificate, the Bylaws, other similar organizational document of another Enterprise, as applicable, the DGCL and any other applicable law in effect on the date of this Agreement and from time to time, or until his or earlier death, resignation, or removal.  The Indemnitee may, at any time and for any reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee and Indemnitee shall have no further obligation to serve.  Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or another Enterprise or as an officer or  director of the Company or another Enterprise or affect the right of the Company or another Enterprise to terminate the Indemnitee’s employment at any time in the sole discretion of the Company or applicable Enterprise, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

2.             Indemnification.

(a)           Third Party Proceedings.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding (other than a Proceeding by or in the right of the Company, as provided in Section 2(b), below), against any and all Expenses, judgments, liabilities, damages, costs, fines, penalties, and amounts paid in settlement (including, without limitation, all interest, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, “Losses”) actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b)           Action or Suit By or in the Right of the Company.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor against Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to

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the extent that the 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, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.

(c)           Mandatory Payment of Expenses.  To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal without prejudice) in defense of any Proceeding referred to in Subsections (a) and (b) of this Section 2 or in defense of any claim, issue, or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection therewith.

(d)           Advancement of Expenses.  To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in defending any Proceeding or any claim, issue, or matter therein (but not amounts actually paid in settlement of any such Proceeding) in advance of the final disposition of such Proceeding.  Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company; provided, however, that Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).  The Company may require that Indemnitee furnish an additional written statement(s) prior to each advancement of Expenses stating that Indemnitee undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company.  Any advances and undertakings to repay pursuant to this Section 2(d) shall be unsecured and interest free. The Company shall make advance payment of Expenses to Indemnitee, without regard to Indemnitee’s ability to repay the Expenses.

(e)           Right to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the law and public policy of the State of Delaware.  Accordingly, the parties agree that Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company, or based on the advice of legal counsel for the Company, or is based on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, employee, agent or fiduciary of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 2(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

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3.             Procedure.

(a)           Notice/Cooperation by Indemnitee.  To obtain indemnification under this Agreement, Indemnitee shall submit a written request to the Company for indemnification hereunder.  The time at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion.   Notice to the Company shall be given as provided in Section 12 below.  In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee’s power. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a determination of Indemnitee’s entitlement to indemnification shall be made as provided in this Section 3.

(b)           Authorization and Reviewing Party.

(i)                 Authorization.   Any indemnification under this Agreement (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct; provided, however, that no determination regarding entitlement to indemnification is required to be made in connection with the mandatory payment of Expenses under Section 2(c).

(ii)                Reviewing Party.  The determination referenced in Section 3(b)(i) above shall be made, as selected by the Board of Directors, by either: (1) a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum; or (2) a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if all of the directors are parties to such action, suit, or proceeding, or if so requested by Indemnitee, an Independent Counsel (as defined in Section 11 below) in a written opinion addressed to the Board of Directors and Indemnitee; or (4) the vote of the stockholders owning at least a majority of the Company’s outstanding Voting Securities (as defined in Section 11 below).

(iii)               Reviewing Party following Change of Control.  Notwithstanding Section 3(b)(ii) above, upon and following a Change of Control (as defined in Section 11 below) (other than a Change of Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification under this Agreement shall be determined by an Independent Counsel.

(iv)               Any Independent Counsel, among other things, shall render its written opinion to the Company’s Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to abide by such opinion.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  Notwithstanding any other provision of this Agreement, the Company shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any,

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unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

(c)           Timing.  Any determination pursuant to Section 3(b) above shall be made no later than thirty (30) days after receipt by the Company of the written request from Indemnitee requesting such indemnification pursuant to this Agreement. If a determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.

(d)           Presumption of Entitlement and Effect of Certain Proceedings.

(i)                 In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  In the event that any legal proceedings are instituted by Indemnitee under this Agreement to secure a determination that Indemnitee should be indemnified under this Agreement, it is the parties’ intention that the question of Indemnitee’s right to indemnification shall be for the courts to decide, and neither the failure of the Company (including its Board of Directors, or any committee or subgroup of the Board of Directors, the Independent Counsel, or the Company’s stockholders) to have made a determination pursuant to Section 3(b) above that indemnification of Indemnitee is proper under the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination pursuant to Section 3(b) above that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(ii)                If the Board of Directors or Independent Counsel (as the case may be) shall have failed to make a determination as to entitlement to indemnification under this Section 3 within thirty (30) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification or a prohibition of indemnification under applicable law; provided, however, that such thirty (30) day period may be extended (or any claim, issue, or matter therein) for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons, or entity making the determination in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto.

(e)           Expenses. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company.  The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification

(f)            Notice to Insurers.  If, at the time of the receipt of a request for indemnification

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pursuant to Section 3(a) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of any Proceeding giving rise to the request for indemnification to its insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter make all reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

4.             Additional Indemnification Rights; Nonexclusivity.

(a)           Scope.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Certificate, the Bylaws, or by statute.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Losses actually and reasonably incurred by him or her or on his or her behalf if, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company, or any other Enterprise, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including any Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Section 3 hereof) to be unlawful.

(b)           Changes in Laws, Statutes or Rules.  In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Company’s obligations, under this Agreement.  In the event of any change in any applicable law, statute, or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(c)           Nonexclusivity. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise, both as to action in Indemnitee’s official capacity and as to such action in another capacity while holding such office.  The indemnification and advancement of Expenses provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

5.             Partial Indemnification; Contribution.

(a)           If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses actually or reasonably incurred by

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Indemnitee in the investigation, defense, appeal, or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Losses to which Indemnitee is entitled.  Whether or not the indemnification provided in Sections 2 and 4 hereof is available, in respect of any threatened, pending, or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.  The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees, agents, or fiduciaries of the Company, or any subsidiary of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(b)           Without diminishing or impairing the obligations of the Company set forth in the preceding Subsection 5(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Losses actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Losses, as well as any other equitable considerations.  The relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c)           To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the Losses incurred by Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee in connection with such event(s) 

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and/or transaction(s).  No contribution shall be made under this Section 5(c) on account of Indemnitee’s conduct that is finally determined (under the procedures and subject to the presumptions set forth in this Agreement) to be an act or omission not in good faith or involving intentional misconduct or a knowing violation of the law.

6.             Mutual Acknowledgement.  Both the Company and Indemnitee acknowledge that in certain instances, the laws of the United States or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7.             Liability Insurance.  To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents, or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under such policies.  Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance.

8.             Exceptions.  Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)           Excluded Acts or Omissions.  (i) To indemnify Indemnitee for Indemnitee’s acts, omissions, or transactions from which Indemnitee may not be indemnified under Section 102(b)(7) of the DGCL (or any successor thereto); or (ii) to indemnify Indemnitee for Indemnitee’s intentional acts or transactions in direct violation of the Company’s policies;

(b)           Claims Initiated by Indemnitee.  To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Certificate or the Bylaws now or hereafter in effect, (ii) in specific cases, if the Board of Directors has approved the initiation or bringing of such Proceeding, or (iii) as otherwise required under Section 145 of the DGCL, or successor statute, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense payment, or insurance recovery, as the case may be;

(c)           Lack of Good Faith.  To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(d)           Insured Claims; No Duplicate Payments.  To indemnify Indemnitee or advance Expenses to the extent that Indemnitee has otherwise already actually received payment of such amounts directly from any third party, including, but not limited to, insurance companies under liability insurance maintained by the Company; or

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(e)           Claims Under Section 16(b).  To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute.

9.             Notification and Defense of Claim. Indemnitee agrees to notify the Company within a reasonable time of being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder.  Any failure by Indemnitee to so notify the Company will not relieve the Company of its advancement or indemnification obligations under this Agreement, unless and only if and to the extent the Company can establish that such omission to notify resulted in actual prejudice to it, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement.  A notice provided under this Section 9 shall not be construed as a request for indemnification pursuant to Section 3 or a request for advancement of Expenses under Section 2 of this Agreement.

Notwithstanding any other provision of this Agreement, with respect to any such Proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:

(a)           The Company will be entitled to participate therein at its own expense.

(b)           If Indemnitee is a participant in a Proceeding with any other Company directors or officers to whom the Company owes an indemnification obligation, the Company shall not be required to advance expenses for more than one law firm (and, if necessary, an additional law firm to act as local counsel)  to represent collectively Indemnitee and such other Company directors or officers in respect of the same matter unless Indemnitee concludes, in its sole discretion, that the representation of Indemnitee and such other Company directors or officers gives rise to an actual or potential conflict of interest.

(c)           The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any Loss or burden on Indemnitee, including, without limitation, the entry of any contribution bar order, other bar order, or other similar order, decree, or stipulation pursuant to 15 U.S.C. § 78u-4 or any other foreign, federal, or state statute, regulation, rule, or law, unless such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee from all Losses on any matters that are the subject of such Proceeding.  The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

10.          Spousal Indemnification.  The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the

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indemnification provided in this Agreement (even if Indemnitee did not remain married to him or her during the entire period of coverage) against any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations, and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatened Proceeding solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property, or property purported to have been transferred from the Indemnitee to his or her spouse (or former spouse).  The Indemnitee’s spouse or former spouse also shall be entitled to advancement of Expenses to the same extent that Indemnitee is entitled to advancement of Expenses herein.  The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose.

11.          Construction of Certain Phrases.

(a)           For purposes of this Agreement, references to the “Company” shall include, in addition to any resulting corporation, any successor corporation, and any new direct or indirect parent company, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agent, or fiduciary, so that if Indemnitee is or was a director, officer, employee, agent, or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent, or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b)           For purposes of this Agreement, references to “any subsidiary of the Company” shall include any corporation, partnership, limited liability company, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company, association, or other business entity, a majority of the ownership interests therein is at the time owned or controlled, directly or indirectly, by the Company or one or more subsidiaries of that person or a combination thereof.

(c)           For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as

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referred to in this Agreement.

(d)           For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if the stockholders of the Company approve a merger or consolidation of the Company with or into any other corporation or entity (other than a merger or consolidation which would result in the Voting Securities (as defined below) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; provided, however, that following the Company’s registration of the offering of any securities of the Company under the Securities Act of 1933, as amended, and during such period as the Company shall be subject to the reporting requirements of the Exchange Act, a “Change of Control” shall also be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding Voting Securities (as defined below), increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

(e)           For purposes of this Agreement, “Enterprise” shall mean the Company, any subsidiary of the Company, and any other corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, employee benefit plan or other Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, partner, managing member, fiduciary, employee, or agent.

(f)            For purposes of this Agreement, “Expenses” shall include, without limitation, all attorneys’ and other advisors’ fees and expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements, or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, any threatened, pending, or completed Proceeding.

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(g)           For purposes of this Agreement, “Independent Counsel” shall mean an attorney or firm of attorneys who shall not have performed services for the Company or Indemnitee within the last three (3) years and who shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).

(h)           For purposes of this Agreement, “Proceeding” shall include any actual, threatened, pending, or completed claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, pending, or completed proceeding, whether brought by or in the right of the Company, by a third party, or otherwise and whether civil (including, without limitation, intentional or unintentional tort claims), criminal, administrative, or investigative in nature, in which Indemnitee was, is, may be, or will be involved as a party, witness, or otherwise, by reason of Indemnitee’s status as a director or officer of the Company, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, general partner, managing member, fiduciary, employee, or agent of any other Enterprise (in each case whether or not he or she is acting or serving in any such capacity or has such status at the time any Losses are incurred for which indemnification or advancement of Expenses can be provided under this Agreement), or any foreign equivalent of the foregoing.

(i)            For purposes of this Agreement, “Voting Securities” mean shall mean any securities of the Company that vote generally in the election of directors.

12.          Notice.  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed received: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by United States certified or first-class mail, with postage prepaid and addressed to the recipient, on the third (3rd) business day after the date postmarked; and (iii) if sent by overnight Federal Express delivery or any other nationally-recognized overnight delivery service, on the next business day after having been deposited for delivery.  Addresses for notice to either party are as shown on the signature page of this Agreement, or such other address as a party to this Agreement shall have furnished to the other party in writing.  All notices, requests, demands, or other communications under this Agreement addressed to the Company shall be directed to the attention of the Company’s Chief Executive Officer.

13.          Remedies of Indemnitee.

(a)           In the event that (i) a determination is made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3(c) of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 3(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware of Indemnitee’s entitlement to such indemnification and/or advancement of Expenses.  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

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(b)           In the event that a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 3(b).

(c)           If a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)           In the event that Indemnitee, pursuant to this Section 13, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery.

(e)           The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within twenty (20) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.

(f)            In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee shall be entitled to advancement of Expenses, including, without limitation, for attorneys’ fees and disbursements reasonably incurred by the Indemnitee, in accordance with the terms set forth in Section 3(d) of this Agreement.

(g)           Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the applicable Proceeding.

14.          Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights

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and to enable the Company effectively to bring suit to enforce such rights.

15.          Effective Date.  The provisions of this Agreement shall cover any and all Proceedings whether now pending or hereafter commenced and shall be retroactive to cover any and all acts or omissions or alleged acts or omissions which heretofore have taken place.  The Company shall be liable under this Agreement, to the extent specified herein, for all acts and omissions of the Indemnitee while serving as a director and/or officer, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed during the term of the Indemnitee’s service to the Company.

16.          Duration of Agreement; Binding Effect.

(a)           This Agreement shall survive and continue even though the Indemnitee may have terminated his or her service as a director, officer, employee, agent, or fiduciary of the Company or as a director, officer, partner, employee, agent, or fiduciary of any other entity or Enterprise, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust, or other enterprise or by reason of any act or omission by the Indemnitee in any such capacity.

(b)           This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated or merged, and shall inure to the benefit of the Indemnitee and his or her spouse, successors, assigns, heirs, devisees, executors, administrators, or other legal representatives.  The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.  Without limiting the foregoing and notwithstanding anything in this Agreement to the contrary, any corporation that becomes a direct or indirect parent company of the Company through any form of merger, consolidation, recapitalization, or similar transaction shall automatically become a joint and several obligor with the Company of the obligations owed to the Indemnitee under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(c)           The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer and/or director of the Company or another Enterprise.

17.          Third-Party Beneficiary.  The Independent Counsel and any spouse of an Indemnitee are express third-party beneficiaries of this Agreement, and may specifically enforce the Company’s obligations hereunder as though a party hereunder.

18.          Choice of Law.  This Agreement shall be governed by and its provisions construed in

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accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof.

19.          Consent to Exclusive Jurisdiction.  The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted, and continued only in the Court of Chancery of the State of Delaware, which shall be the exclusive and only proper forum for adjudicating such claim.

20.          Integration and Entire Agreement; Succeeding Agreement.  This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings, and agreements relating to the subject matter hereof between the parties hereto.  Without limiting anything in the foregoing sentence, this Agreement amends and restates and supersedes the Prior Agreement in its entirety.

21.          Amendment and Termination.  No amendment, modification, termination, waiver, or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

22.          Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives, and assigns.

23.          Severability.  Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court order or applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law or public policy, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

24.          Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

25.          Counterparts.  This Agreement may be executed in two or more counterparts and by facsimile (including in PDF form), each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

[Signatures Follow on Next Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Indemnification Agreement as of the date first above written.

		JACK COOPER HOLDINGS CORP.
		By:	/s/ Theo Ciupitu
			Signature of Authorized Signatory
		Theo Ciupitu, Executive VP
		Print Name and Title
		Address:		1100 Walnut Street
				Suite 2400
				Kansas City, MO 64106
AGREED TO AND ACCEPTED BY:
INDEMNITEE:
/s/ Kirk Ferguson
Signature
Kirk Ferguson
Print Name
Company
Position(s):	Director
Address:	114 Mercer Street #4
	New York, NY 10012

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EX-10.19

Exhibit 10.19

JACK COOPER HOLDINGS CORP.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made as of May 19, 2014 to be retroactively effective as of June 7, 2011, by and between Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), and the person whose name, address, and position at the Company and/or any of the direct or indirect subsidiaries of the Company appear on the signature page hereto (“Indemnitee”).

RECITALS

A.            The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company.

B.            The Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company.

C.            The Company’s Certificate of Incorporation (the “Certificate”) and the Company’s Bylaws (the “Bylaws”), each as amended and in effect on the date hereof, permit the Company to indemnify its officers and directors to the maximum extent permitted under the Delaware General Corporation Law (“DGCL”).

D.            The Board of Directors of the Company has determined that it is in the best interests of the Company’s stockholders that the Company act to assure such persons that there will be increased certainty of such protection in the future.

E.            It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified.

AGREEMENT

NOW, THEREFORE, for and in consideration of the recitals (which are incorporated and made part of this Agreement), the sum of $10.00, in hand paid to the Company, the receipt, adequacy, and sufficiency of which is hereby expressly acknowledged by the Company, Indemnitee’s prior and future services as an officer and/or director of the Company, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby expressly acknowledged by the parties hereto, the Company and Indemnitee hereby covenant and agree as follows:

1.             Service by the Indemnitee.

The Indemnitee agrees to serve and/or continue to serve as a director and/or officer of the Company and/or another Enterprise (as defined in Section 11), as applicable, faithfully and will discharge his or her duties and responsibilities to the best of his or her ability so long as the

Indemnitee is duly elected or qualified in accordance with the provisions of the Certificate, the Bylaws, other similar organizational document of another Enterprise, as applicable, the DGCL and any other applicable law in effect on the date of this Agreement and from time to time, or until his or earlier death, resignation, or removal.  The Indemnitee may, at any time and for any reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee and Indemnitee shall have no further obligation to serve.  Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or another Enterprise or as an officer or  director of the Company or another Enterprise or affect the right of the Company or another Enterprise to terminate the Indemnitee’s employment at any time in the sole discretion of the Company or applicable Enterprise, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

2.             Indemnification.

(a)           Third Party Proceedings.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding (other than a Proceeding by or in the right of the Company, as provided in Section 2(b), below), against any and all Expenses, judgments, liabilities, damages, costs, fines, penalties, and amounts paid in settlement (including, without limitation, all interest, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, “Losses”) actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b)           Action or Suit By or in the Right of the Company.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor against Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the 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, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.

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(c)           Mandatory Payment of Expenses.  To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal without prejudice) in defense of any Proceeding referred to in Subsections (a) and (b) of this Section 2 or in defense of any claim, issue, or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection therewith.

(d)           Advancement of Expenses.  To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in defending any Proceeding or any claim, issue, or matter therein (but not amounts actually paid in settlement of any such Proceeding) in advance of the final disposition of such Proceeding.  Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company; provided, however, that Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).  The Company may require that Indemnitee furnish an additional written statement(s) prior to each advancement of Expenses stating that Indemnitee undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company.  Any advances and undertakings to repay pursuant to this Section 2(d) shall be unsecured and interest free. The Company shall make advance payment of Expenses to Indemnitee, without regard to Indemnitee’s ability to repay the Expenses.

(e)           Right to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the law and public policy of the State of Delaware.  Accordingly, the parties agree that Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company, or based on the advice of legal counsel for the Company, or is based on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, employee, agent or fiduciary of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 2(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

3.             Procedure.

(a)           Notice/Cooperation by Indemnitee.  To obtain indemnification under this Agreement, Indemnitee shall submit a written request to the Company for indemnification hereunder.  The time at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion.   Notice to the Company shall

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be given as provided in Section 12 below.  In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee’s power. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a determination of Indemnitee’s entitlement to indemnification shall be made as provided in this Section 3.

(b)           Authorization and Reviewing Party.

(i)                 Authorization.   Any indemnification under this Agreement (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct; provided, however, that no determination regarding entitlement to indemnification is required to be made in connection with the mandatory payment of Expenses under Section 2(c).

(ii)                Reviewing Party.  The determination referenced in Section 3(b)(i) above shall be made, as selected by the Board of Directors, by either: (1) a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum; or (2) a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if all of the directors are parties to such action, suit, or proceeding, or if so requested by Indemnitee, an Independent Counsel (as defined in Section 11 below) in a written opinion addressed to the Board of Directors and Indemnitee; or (4) the vote of the stockholders owning at least a majority of the Company’s outstanding Voting Securities (as defined in Section 11 below).

(iii)               Reviewing Party following Change of Control.  Notwithstanding Section 3(b)(ii) above, upon and following a Change of Control (as defined in Section 11 below) (other than a Change of Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification under this Agreement shall be determined by an Independent Counsel.

(iv)               Any Independent Counsel, among other things, shall render its written opinion to the Company’s Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to abide by such opinion.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  Notwithstanding any other provision of this Agreement, the Company shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any, unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising

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under this Agreement.

(c)           Timing.  Any determination pursuant to Section 3(b) above shall be made no later than thirty (30) days after receipt by the Company of the written request from Indemnitee requesting such indemnification pursuant to this Agreement. If a determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.

(d)           Presumption of Entitlement and Effect of Certain Proceedings.

(i)                 In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  In the event that any legal proceedings are instituted by Indemnitee under this Agreement to secure a determination that Indemnitee should be indemnified under this Agreement, it is the parties’ intention that the question of Indemnitee’s right to indemnification shall be for the courts to decide, and neither the failure of the Company (including its Board of Directors, or any committee or subgroup of the Board of Directors, the Independent Counsel, or the Company’s stockholders) to have made a determination pursuant to Section 3(b) above that indemnification of Indemnitee is proper under the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination pursuant to Section 3(b) above that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(ii)                If the Board of Directors or Independent Counsel (as the case may be) shall have failed to make a determination as to entitlement to indemnification under this Section 3 within thirty (30) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification or a prohibition of indemnification under applicable law; provided, however, that such thirty (30) day period may be extended (or any claim, issue, or matter therein) for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons, or entity making the determination in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto.

(e)           Expenses. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company.  The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification

(f)            Notice to Insurers.  If, at the time of the receipt of a request for indemnification pursuant to Section 3(a) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of any Proceeding giving rise to the request for indemnification to its insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter make all reasonable efforts to cause such insurers to pay,

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on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

4.             Additional Indemnification Rights; Nonexclusivity.

(a)           Scope.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Certificate, the Bylaws, or by statute.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Losses actually and reasonably incurred by him or her or on his or her behalf if, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company, or any other Enterprise, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including any Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Section 3 hereof) to be unlawful.

(b)           Changes in Laws, Statutes or Rules.  In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Company’s obligations, under this Agreement.  In the event of any change in any applicable law, statute, or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(c)           Nonexclusivity. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise, both as to action in Indemnitee’s official capacity and as to such action in another capacity while holding such office.  The indemnification and advancement of Expenses provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

5.             Partial Indemnification; Contribution.

(a)           If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses actually or reasonably incurred by Indemnitee in the investigation, defense, appeal, or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Losses to which Indemnitee is entitled.  Whether or not the indemnification provided in Sections 2 and 4 hereof is available, in respect of any threatened,

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pending, or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.  The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees, agents, or fiduciaries of the Company, or any subsidiary of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(b)           Without diminishing or impairing the obligations of the Company set forth in the preceding Subsection 5(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Losses actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Losses, as well as any other equitable considerations.  The relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c)           To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the Losses incurred by Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee in connection with such event(s) and/or transaction(s).  No contribution shall be made under this Section 5(c) on account of Indemnitee’s conduct that is finally determined (under the procedures and subject to the presumptions set forth in this Agreement) to be an act or omission not in good faith or involving intentional misconduct or a knowing violation of the law.

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6.             Mutual Acknowledgement.  Both the Company and Indemnitee acknowledge that in certain instances, the laws of the United States or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7.             Liability Insurance.  To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents, or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under such policies.  Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance.

8.             Exceptions.  Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)           Excluded Acts or Omissions.  (i) To indemnify Indemnitee for Indemnitee’s acts, omissions, or transactions from which Indemnitee may not be indemnified under Section 102(b)(7) of the DGCL (or any successor thereto); or (ii) to indemnify Indemnitee for Indemnitee’s intentional acts or transactions in direct violation of the Company’s policies;

(b)           Claims Initiated by Indemnitee.  To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Certificate or the Bylaws now or hereafter in effect, (ii) in specific cases, if the Board of Directors has approved the initiation or bringing of such Proceeding, or (iii) as otherwise required under Section 145 of the DGCL, or successor statute, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense payment, or insurance recovery, as the case may be;

(c)           Lack of Good Faith.  To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(d)           Insured Claims; No Duplicate Payments.  To indemnify Indemnitee or advance Expenses to the extent that Indemnitee has otherwise already actually received payment of such amounts directly from any third party, including, but not limited to, insurance companies under liability insurance maintained by the Company; or

(e)           Claims Under Section 16(b).  To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute.

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9.             Notification and Defense of Claim. Indemnitee agrees to notify the Company within a reasonable time of being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder.  Any failure by Indemnitee to so notify the Company will not relieve the Company of its advancement or indemnification obligations under this Agreement, unless and only if and to the extent the Company can establish that such omission to notify resulted in actual prejudice to it, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement.  A notice provided under this Section 9 shall not be construed as a request for indemnification pursuant to Section 3 or a request for advancement of Expenses under Section 2 of this Agreement.

Notwithstanding any other provision of this Agreement, with respect to any such Proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:

(a)           The Company will be entitled to participate therein at its own expense.

(b)           If Indemnitee is a participant in a Proceeding with any other Company directors or officers to whom the Company owes an indemnification obligation, the Company shall not be required to advance expenses for more than one law firm (and, if necessary, an additional law firm to act as local counsel)  to represent collectively Indemnitee and such other Company directors or officers in respect of the same matter unless Indemnitee concludes, in its sole discretion, that the representation of Indemnitee and such other Company directors or officers gives rise to an actual or potential conflict of interest.

(c)           The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any Loss or burden on Indemnitee, including, without limitation, the entry of any contribution bar order, other bar order, or other similar order, decree, or stipulation pursuant to 15 U.S.C. § 78u-4 or any other foreign, federal, or state statute, regulation, rule, or law, unless such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee from all Losses on any matters that are the subject of such Proceeding.  The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

10.          Spousal Indemnification.  The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee did not remain married to him or her during the entire period of coverage) against any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations, and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatened Proceeding solely by reason of his or her

9

status as Indemnitee’s spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property, or property purported to have been transferred from the Indemnitee to his or her spouse (or former spouse).  The Indemnitee’s spouse or former spouse also shall be entitled to advancement of Expenses to the same extent that Indemnitee is entitled to advancement of Expenses herein.  The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose.

11.          Construction of Certain Phrases.

(a)           For purposes of this Agreement, references to the “Company” shall include, in addition to any resulting corporation, any successor corporation, and any new direct or indirect parent company, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agent, or fiduciary, so that if Indemnitee is or was a director, officer, employee, agent, or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent, or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b)           For purposes of this Agreement, references to “any subsidiary of the Company” shall include any corporation, partnership, limited liability company, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company, association, or other business entity, a majority of the ownership interests therein is at the time owned or controlled, directly or indirectly, by the Company or one or more subsidiaries of that person or a combination thereof.

(c)           For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(d)           For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if the stockholders of the Company approve a merger or consolidation of the Company

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with or into any other corporation or entity (other than a merger or consolidation which would result in the Voting Securities (as defined below) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; provided, however, that following the Company’s registration of the offering of any securities of the Company under the Securities Act of 1933, as amended, and during such period as the Company shall be subject to the reporting requirements of the Exchange Act, a “Change of Control” shall also be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding Voting Securities (as defined below), increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

(e)           For purposes of this Agreement, “Enterprise” shall mean the Company, any subsidiary of the Company, and any other corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, employee benefit plan or other Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, partner, managing member, fiduciary, employee, or agent.

(f)            For purposes of this Agreement, “Expenses” shall include, without limitation, all attorneys’ and other advisors’ fees and expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements, or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, any threatened, pending, or completed Proceeding.

(g)           For purposes of this Agreement, “Independent Counsel” shall mean an attorney or firm of attorneys who shall not have performed services for the Company or Indemnitee within the last three (3) years and who shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).

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(h)           For purposes of this Agreement, “Proceeding” shall include any actual, threatened, pending, or completed claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, pending, or completed proceeding, whether brought by or in the right of the Company, by a third party, or otherwise and whether civil (including, without limitation, intentional or unintentional tort claims), criminal, administrative, or investigative in nature, in which Indemnitee was, is, may be, or will be involved as a party, witness, or otherwise, by reason of Indemnitee’s status as a director or officer of the Company, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, general partner, managing member, fiduciary, employee, or agent of any other Enterprise (in each case whether or not he or she is acting or serving in any such capacity or has such status at the time any Losses are incurred for which indemnification or advancement of Expenses can be provided under this Agreement), or any foreign equivalent of the foregoing.

(i)            For purposes of this Agreement, “Voting Securities” mean shall mean any securities of the Company that vote generally in the election of directors.

12.          Notice.  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed received: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by United States certified or first-class mail, with postage prepaid and addressed to the recipient, on the third (3rd) business day after the date postmarked; and (iii) if sent by overnight Federal Express delivery or any other nationally-recognized overnight delivery service, on the next business day after having been deposited for delivery.  Addresses for notice to either party are as shown on the signature page of this Agreement, or such other address as a party to this Agreement shall have furnished to the other party in writing.  All notices, requests, demands, or other communications under this Agreement addressed to the Company shall be directed to the attention of the Company’s Chief Executive Officer.

13.          Remedies of Indemnitee.

(a)           In the event that (i) a determination is made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3(c) of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 3(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware of Indemnitee’s entitlement to such indemnification and/or advancement of Expenses.  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b)           In the event that a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under

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Section 3(b).

(c)           If a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)           In the event that Indemnitee, pursuant to this Section 13, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery.

(e)           The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within twenty (20) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.

(f)            In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee shall be entitled to advancement of Expenses, including, without limitation, for attorneys’ fees and disbursements reasonably incurred by the Indemnitee, in accordance with the terms set forth in Section 3(d) of this Agreement.

(g)           Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the applicable Proceeding.

14.          Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

15.          Effective Date.  The provisions of this Agreement shall cover any and all Proceedings whether now pending or hereafter commenced and shall be retroactive to cover any and all acts

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or omissions or alleged acts or omissions which heretofore have taken place.  The Company shall be liable under this Agreement, to the extent specified herein, for all acts and omissions of the Indemnitee while serving as a director and/or officer, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed during the term of the Indemnitee’s service to the Company.

16.          Duration of Agreement; Binding Effect.

(a)           This Agreement shall survive and continue even though the Indemnitee may have terminated his or her service as a director, officer, employee, agent, or fiduciary of the Company or as a director, officer, partner, employee, agent, or fiduciary of any other entity or Enterprise, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust, or other enterprise or by reason of any act or omission by the Indemnitee in any such capacity.

(b)           This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated or merged, and shall inure to the benefit of the Indemnitee and his or her spouse, successors, assigns, heirs, devisees, executors, administrators, or other legal representatives.  The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.  Without limiting the foregoing and notwithstanding anything in this Agreement to the contrary, any corporation that becomes a direct or indirect parent company of the Company through any form of merger, consolidation, recapitalization, or similar transaction shall automatically become a joint and several obligor with the Company of the obligations owed to the Indemnitee under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(c)           The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer and/or director of the Company or another Enterprise.

17.          Third-Party Beneficiary.  The Independent Counsel and any spouse of an Indemnitee are express third-party beneficiaries of this Agreement, and may specifically enforce the Company’s obligations hereunder as though a party hereunder.

18.          Choice of Law.  This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof.

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19.          Consent to Exclusive Jurisdiction.  The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted, and continued only in the Court of Chancery of the State of Delaware, which shall be the exclusive and only proper forum for adjudicating such claim.

20.          Integration and Entire Agreement.  This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings, and agreements relating to the subject matter hereof between the parties hereto.

21.          Amendment and Termination.  No amendment, modification, termination, waiver, or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

22.          Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives, and assigns.

23.          Severability.  Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court order or applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law or public policy, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

24.          Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

25.          Counterparts.  This Agreement may be executed in two or more counterparts and by facsimile (including in PDF form), each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

[Signatures Follow on Next Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first above written.

		JACK COOPER HOLDINGS CORP.
		By:	/s/ Theo Ciupitu
			Signature of Authorized Signatory
		Theo Ciupitu
		Print Name and Title
		Address:		1100 Walnut St., Suite 2400
				Kansas City, MO 64106
AGREED TO AND ACCEPTED BY:
INDEMNITEE:
/s/ Sarah Lynn Riggs Amico
Signature
Sarah Lynn Riggs Amico
Print Name
Company
Position(s):	Executive Vice President
Address:	82 Lewellen Drive NW
	Marietta, GA 30064

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EX-10.20

Exhibit 10.20

JACK COOPER HOLDINGS CORP.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made as of May 19, 2014 to be retroactively effective as of June 7, 2011, by and between Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), and the person whose name, address, and position at the Company and/or any of the direct or indirect subsidiaries of the Company appear on the signature page hereto (“Indemnitee”).

RECITALS

A.            The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company.

B.            The Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company.

C.            The Company’s Certificate of Incorporation (the “Certificate”) and the Company’s Bylaws (the “Bylaws”), each as amended and in effect on the date hereof, permit the Company to indemnify its officers and directors to the maximum extent permitted under the Delaware General Corporation Law (“DGCL”).

D.            The Board of Directors of the Company has determined that it is in the best interests of the Company’s stockholders that the Company act to assure such persons that there will be increased certainty of such protection in the future.

E.            It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified.

AGREEMENT

NOW, THEREFORE, for and in consideration of the recitals (which are incorporated and made part of this Agreement), the sum of $10.00, in hand paid to the Company, the receipt, adequacy, and sufficiency of which is hereby expressly acknowledged by the Company, Indemnitee’s prior and future services as an officer and/or director of the Company, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby expressly acknowledged by the parties hereto, the Company and Indemnitee hereby covenant and agree as follows:

1.             Service by the Indemnitee.

The Indemnitee agrees to serve and/or continue to serve as a director and/or officer of the Company and/or another Enterprise (as defined in Section 11), as applicable, faithfully and will discharge his or her duties and responsibilities to the best of his or her ability so long as the

Indemnitee is duly elected or qualified in accordance with the provisions of the Certificate, the Bylaws, other similar organizational document of another Enterprise, as applicable, the DGCL and any other applicable law in effect on the date of this Agreement and from time to time, or until his or earlier death, resignation, or removal.  The Indemnitee may, at any time and for any reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee and Indemnitee shall have no further obligation to serve.  Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or another Enterprise or as an officer or  director of the Company or another Enterprise or affect the right of the Company or another Enterprise to terminate the Indemnitee’s employment at any time in the sole discretion of the Company or applicable Enterprise, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

2.             Indemnification.

(a)           Third Party Proceedings.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding (other than a Proceeding by or in the right of the Company, as provided in Section 2(b), below), against any and all Expenses, judgments, liabilities, damages, costs, fines, penalties, and amounts paid in settlement (including, without limitation, all interest, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, “Losses”) actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b)           Action or Suit By or in the Right of the Company.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor against Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the 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, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.

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(c)           Mandatory Payment of Expenses.  To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal without prejudice) in defense of any Proceeding referred to in Subsections (a) and (b) of this Section 2 or in defense of any claim, issue, or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection therewith.

(d)           Advancement of Expenses.  To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in defending any Proceeding or any claim, issue, or matter therein (but not amounts actually paid in settlement of any such Proceeding) in advance of the final disposition of such Proceeding.  Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company; provided, however, that Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).  The Company may require that Indemnitee furnish an additional written statement(s) prior to each advancement of Expenses stating that Indemnitee undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company.  Any advances and undertakings to repay pursuant to this Section 2(d) shall be unsecured and interest free. The Company shall make advance payment of Expenses to Indemnitee, without regard to Indemnitee’s ability to repay the Expenses.

(e)           Right to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the law and public policy of the State of Delaware.  Accordingly, the parties agree that Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company, or based on the advice of legal counsel for the Company, or is based on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, employee, agent or fiduciary of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 2(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

3.             Procedure.

(a)           Notice/Cooperation by Indemnitee.  To obtain indemnification under this Agreement, Indemnitee shall submit a written request to the Company for indemnification hereunder.  The time at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion.   Notice to the Company shall

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be given as provided in Section 12 below.  In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee’s power. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a determination of Indemnitee’s entitlement to indemnification shall be made as provided in this Section 3.

(b)           Authorization and Reviewing Party.

(i)            Authorization.   Any indemnification under this Agreement (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct; provided, however, that no determination regarding entitlement to indemnification is required to be made in connection with the mandatory payment of Expenses under Section 2(c).

(ii)           Reviewing Party.  The determination referenced in Section 3(b)(i) above shall be made, as selected by the Board of Directors, by either: (1) a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum; or (2) a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if all of the directors are parties to such action, suit, or proceeding, or if so requested by Indemnitee, an Independent Counsel (as defined in Section 11 below) in a written opinion addressed to the Board of Directors and Indemnitee; or (4) the vote of the stockholders owning at least a majority of the Company’s outstanding Voting Securities (as defined in Section 11 below).

(iii)          Reviewing Party following Change of Control.  Notwithstanding Section 3(b)(ii) above, upon and following a Change of Control (as defined in Section 11 below) (other than a Change of Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification under this Agreement shall be determined by an Independent Counsel.

(iv)          Any Independent Counsel, among other things, shall render its written opinion to the Company’s Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to abide by such opinion.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  Notwithstanding any other provision of this Agreement, the Company shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any, unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising

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under this Agreement.

(c)           Timing.  Any determination pursuant to Section 3(b) above shall be made no later than thirty (30) days after receipt by the Company of the written request from Indemnitee requesting such indemnification pursuant to this Agreement. If a determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.

(d)           Presumption of Entitlement and Effect of Certain Proceedings.

(i)            In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  In the event that any legal proceedings are instituted by Indemnitee under this Agreement to secure a determination that Indemnitee should be indemnified under this Agreement, it is the parties’ intention that the question of Indemnitee’s right to indemnification shall be for the courts to decide, and neither the failure of the Company (including its Board of Directors, or any committee or subgroup of the Board of Directors, the Independent Counsel, or the Company’s stockholders) to have made a determination pursuant to Section 3(b) above that indemnification of Indemnitee is proper under the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination pursuant to Section 3(b) above that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(ii)           If the Board of Directors or Independent Counsel (as the case may be) shall have failed to make a determination as to entitlement to indemnification under this Section 3 within thirty (30) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification or a prohibition of indemnification under applicable law; provided, however, that such thirty (30) day period may be extended (or any claim, issue, or matter therein) for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons, or entity making the determination in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto.

(e)           Expenses. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company.  The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification

(f)            Notice to Insurers.  If, at the time of the receipt of a request for indemnification pursuant to Section 3(a) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of any Proceeding giving rise to the request for indemnification to its insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter make all reasonable efforts to cause such insurers to pay,

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on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

4.             Additional Indemnification Rights; Nonexclusivity.

(a)           Scope.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Certificate, the Bylaws, or by statute.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Losses actually and reasonably incurred by him or her or on his or her behalf if, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company, or any other Enterprise, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including any Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Section 3 hereof) to be unlawful.

(b)           Changes in Laws, Statutes or Rules.  In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Company’s obligations, under this Agreement.  In the event of any change in any applicable law, statute, or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(c)           Nonexclusivity. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise, both as to action in Indemnitee’s official capacity and as to such action in another capacity while holding such office.  The indemnification and advancement of Expenses provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

5.             Partial Indemnification; Contribution.

(a)           If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses actually or reasonably incurred by Indemnitee in the investigation, defense, appeal, or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Losses to which Indemnitee is entitled.  Whether or not the indemnification provided in Sections 2 and 4 hereof is available, in respect of any threatened,

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pending, or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.  The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees, agents, or fiduciaries of the Company, or any subsidiary of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(b)           Without diminishing or impairing the obligations of the Company set forth in the preceding Subsection 5(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Losses actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Losses, as well as any other equitable considerations.  The relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c)           To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the Losses incurred by Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee in connection with such event(s) and/or transaction(s).  No contribution shall be made under this Section 5(c) on account of Indemnitee’s conduct that is finally determined (under the procedures and subject to the presumptions set forth in this Agreement) to be an act or omission not in good faith or involving intentional misconduct or a knowing violation of the law.

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6.             Mutual Acknowledgement.  Both the Company and Indemnitee acknowledge that in certain instances, the laws of the United States or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7.             Liability Insurance.  To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents, or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under such policies.  Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance.

8.             Exceptions.  Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)           Excluded Acts or Omissions.  (i) To indemnify Indemnitee for Indemnitee’s acts, omissions, or transactions from which Indemnitee may not be indemnified under Section 102(b)(7) of the DGCL (or any successor thereto); or (ii) to indemnify Indemnitee for Indemnitee’s intentional acts or transactions in direct violation of the Company’s policies;

(b)           Claims Initiated by Indemnitee.  To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Certificate or the Bylaws now or hereafter in effect, (ii) in specific cases, if the Board of Directors has approved the initiation or bringing of such Proceeding, or (iii) as otherwise required under Section 145 of the DGCL, or successor statute, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense payment, or insurance recovery, as the case may be;

(c)           Lack of Good Faith.  To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(d)           Insured Claims; No Duplicate Payments.  To indemnify Indemnitee or advance Expenses to the extent that Indemnitee has otherwise already actually received payment of such amounts directly from any third party, including, but not limited to, insurance companies under liability insurance maintained by the Company; or

(e)           Claims Under Section 16(b).  To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute.

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9.             Notification and Defense of Claim. Indemnitee agrees to notify the Company within a reasonable time of being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder.  Any failure by Indemnitee to so notify the Company will not relieve the Company of its advancement or indemnification obligations under this Agreement, unless and only if and to the extent the Company can establish that such omission to notify resulted in actual prejudice to it, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement.  A notice provided under this Section 9 shall not be construed as a request for indemnification pursuant to Section 3 or a request for advancement of Expenses under Section 2 of this Agreement.

Notwithstanding any other provision of this Agreement, with respect to any such Proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:

(a)           The Company will be entitled to participate therein at its own expense.

(b)           If Indemnitee is a participant in a Proceeding with any other Company directors or officers to whom the Company owes an indemnification obligation, the Company shall not be required to advance expenses for more than one law firm (and, if necessary, an additional law firm to act as local counsel)  to represent collectively Indemnitee and such other Company directors or officers in respect of the same matter unless Indemnitee concludes, in its sole discretion, that the representation of Indemnitee and such other Company directors or officers gives rise to an actual or potential conflict of interest.

(c)           The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any Loss or burden on Indemnitee, including, without limitation, the entry of any contribution bar order, other bar order, or other similar order, decree, or stipulation pursuant to 15 U.S.C. § 78u-4 or any other foreign, federal, or state statute, regulation, rule, or law, unless such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee from all Losses on any matters that are the subject of such Proceeding.  The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

10.          Spousal Indemnification.  The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee did not remain married to him or her during the entire period of coverage) against any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations, and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatened Proceeding solely by reason of his or her

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status as Indemnitee’s spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property, or property purported to have been transferred from the Indemnitee to his or her spouse (or former spouse).  The Indemnitee’s spouse or former spouse also shall be entitled to advancement of Expenses to the same extent that Indemnitee is entitled to advancement of Expenses herein.  The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose.

11.          Construction of Certain Phrases.

(a)           For purposes of this Agreement, references to the “Company” shall include, in addition to any resulting corporation, any successor corporation, and any new direct or indirect parent company, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agent, or fiduciary, so that if Indemnitee is or was a director, officer, employee, agent, or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent, or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b)           For purposes of this Agreement, references to “any subsidiary of the Company” shall include any corporation, partnership, limited liability company, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company, association, or other business entity, a majority of the ownership interests therein is at the time owned or controlled, directly or indirectly, by the Company or one or more subsidiaries of that person or a combination thereof.

(c)           For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(d)           For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if the stockholders of the Company approve a merger or consolidation of the Company

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with or into any other corporation or entity (other than a merger or consolidation which would result in the Voting Securities (as defined below) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; provided, however, that following the Company’s registration of the offering of any securities of the Company under the Securities Act of 1933, as amended, and during such period as the Company shall be subject to the reporting requirements of the Exchange Act, a “Change of Control” shall also be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding Voting Securities (as defined below), increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

(e)           For purposes of this Agreement, “Enterprise” shall mean the Company, any subsidiary of the Company, and any other corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, employee benefit plan or other Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, partner, managing member, fiduciary, employee, or agent.

(f)            For purposes of this Agreement, “Expenses” shall include, without limitation, all attorneys’ and other advisors’ fees and expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements, or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, any threatened, pending, or completed Proceeding.

(g)           For purposes of this Agreement, “Independent Counsel” shall mean an attorney or firm of attorneys who shall not have performed services for the Company or Indemnitee within the last three (3) years and who shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).

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(h)           For purposes of this Agreement, “Proceeding” shall include any actual, threatened, pending, or completed claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, pending, or completed proceeding, whether brought by or in the right of the Company, by a third party, or otherwise and whether civil (including, without limitation, intentional or unintentional tort claims), criminal, administrative, or investigative in nature, in which Indemnitee was, is, may be, or will be involved as a party, witness, or otherwise, by reason of Indemnitee’s status as a director or officer of the Company, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, general partner, managing member, fiduciary, employee, or agent of any other Enterprise (in each case whether or not he or she is acting or serving in any such capacity or has such status at the time any Losses are incurred for which indemnification or advancement of Expenses can be provided under this Agreement), or any foreign equivalent of the foregoing.

(i)            For purposes of this Agreement, “Voting Securities” mean shall mean any securities of the Company that vote generally in the election of directors.

12.          Notice.  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed received: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by United States certified or first-class mail, with postage prepaid and addressed to the recipient, on the third (3rd) business day after the date postmarked; and (iii) if sent by overnight Federal Express delivery or any other nationally-recognized overnight delivery service, on the next business day after having been deposited for delivery.  Addresses for notice to either party are as shown on the signature page of this Agreement, or such other address as a party to this Agreement shall have furnished to the other party in writing.  All notices, requests, demands, or other communications under this Agreement addressed to the Company shall be directed to the attention of the Company’s Chief Executive Officer.

13.          Remedies of Indemnitee.

(a)           In the event that (i) a determination is made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3(c) of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 3(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware of Indemnitee’s entitlement to such indemnification and/or advancement of Expenses.  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b)           In the event that a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under

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Section 3(b).

(c)           If a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)           In the event that Indemnitee, pursuant to this Section 13, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery.

(e)           The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within twenty (20) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.

(f)            In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee shall be entitled to advancement of Expenses, including, without limitation, for attorneys’ fees and disbursements reasonably incurred by the Indemnitee, in accordance with the terms set forth in Section 3(d) of this Agreement.

(g)           Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the applicable Proceeding.

14.          Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

15.          Effective Date.  The provisions of this Agreement shall cover any and all Proceedings whether now pending or hereafter commenced and shall be retroactive to cover any and all acts

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or omissions or alleged acts or omissions which heretofore have taken place.  The Company shall be liable under this Agreement, to the extent specified herein, for all acts and omissions of the Indemnitee while serving as a director and/or officer, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed during the term of the Indemnitee’s service to the Company.

16.          Duration of Agreement; Binding Effect.

(a)           This Agreement shall survive and continue even though the Indemnitee may have terminated his or her service as a director, officer, employee, agent, or fiduciary of the Company or as a director, officer, partner, employee, agent, or fiduciary of any other entity or Enterprise, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust, or other enterprise or by reason of any act or omission by the Indemnitee in any such capacity.

(b)           This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated or merged, and shall inure to the benefit of the Indemnitee and his or her spouse, successors, assigns, heirs, devisees, executors, administrators, or other legal representatives.  The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.  Without limiting the foregoing and notwithstanding anything in this Agreement to the contrary, any corporation that becomes a direct or indirect parent company of the Company through any form of merger, consolidation, recapitalization, or similar transaction shall automatically become a joint and several obligor with the Company of the obligations owed to the Indemnitee under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(c)           The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer and/or director of the Company or another Enterprise.

17.          Third-Party Beneficiary.  The Independent Counsel and any spouse of an Indemnitee are express third-party beneficiaries of this Agreement, and may specifically enforce the Company’s obligations hereunder as though a party hereunder.

18.          Choice of Law.  This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof.

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19.          Consent to Exclusive Jurisdiction.  The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted, and continued only in the Court of Chancery of the State of Delaware, which shall be the exclusive and only proper forum for adjudicating such claim.

20.          Integration and Entire Agreement.  This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings, and agreements relating to the subject matter hereof between the parties hereto.

21.          Amendment and Termination.  No amendment, modification, termination, waiver, or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

22.          Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives, and assigns.

23.          Severability.  Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court order or applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law or public policy, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

24.          Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

25.          Counterparts.  This Agreement may be executed in two or more counterparts and by facsimile (including in PDF form), each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

[Signatures Follow on Next Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first above written.

		JACK COOPER HOLDINGS CORP.
		By:	/s/ Theo Ciupitu
			Signature of Authorized Signatory
		Theo Ciupitu
		Print Name and Title
		Address:		1100 Walnut St., Suite 2400
				Kansas City, MO 64106
AGREED TO AND ACCEPTED BY:
INDEMNITEE:
/s/ Samuel L. Torrence
Signature
Samuel L. Torrence
Print Name
Company	Audit Committee Chair
Position(s):	Governance & Nominating Committee Member
Address:	5475 Northwood Drive
	Center Valley, PA 18034

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EX-10.21

Exhibit 10.21

JACK COOPER HOLDINGS CORP.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made as of May 19, 2014 to be retroactively effective as of June 7, 2011, by and between Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), and the person whose name, address, and position at the Company and/or any of the direct or indirect subsidiaries of the Company appear on the signature page hereto (“Indemnitee”).

RECITALS

A.The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company.

B.The Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company.

C.The Company’s Certificate of Incorporation (the “Certificate”) and the Company’s Bylaws (the “Bylaws”), each as amended and in effect on the date hereof, permit the Company to indemnify its officers and directors to the maximum extent permitted under the Delaware General Corporation Law (“DGCL”).

D.The Board of Directors of the Company has determined that it is in the best interests of the Company’s stockholders that the Company act to assure such persons that there will be increased certainty of such protection in the future.

E.It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified.

AGREEMENT

NOW, THEREFORE, for and in consideration of the recitals (which are incorporated and made part of this Agreement), the sum of $10.00, in hand paid to the Company, the receipt, adequacy, and sufficiency of which is hereby expressly acknowledged by the Company, Indemnitee’s prior and future services as an officer and/or director of the Company, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby expressly acknowledged by the parties hereto, the Company and Indemnitee hereby covenant and agree as follows:

1.Service by the Indemnitee.

The Indemnitee agrees to serve and/or continue to serve as a director and/or officer of the Company and/or another Enterprise (as defined in Section 11), as applicable, faithfully and will discharge his or her duties and responsibilities to the best of his or her ability so long as the

Indemnitee is duly elected or qualified in accordance with the provisions of the Certificate, the Bylaws, other similar organizational document of another Enterprise, as applicable, the DGCL and any other applicable law in effect on the date of this Agreement and from time to time, or until his or earlier death, resignation, or removal.  The Indemnitee may, at any time and for any reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee and Indemnitee shall have no further obligation to serve.  Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or another Enterprise or as an officer or director of the Company or another Enterprise or affect the right of the Company or another Enterprise to terminate the Indemnitee’s employment at any time in the sole discretion of the Company or applicable Enterprise, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

2.Indemnification.

(a)Third Party Proceedings.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding (other than a Proceeding by or in the right of the Company, as provided in Section 2(b), below), against any and all Expenses, judgments, liabilities, damages, costs, fines, penalties, and amounts paid in settlement (including, without limitation, all interest, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, “Losses”) actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b)Action or Suit By or in the Right of the Company.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor against Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the 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, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.

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(c)Mandatory Payment of Expenses.  To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal without prejudice) in defense of any Proceeding referred to in Subsections (a) and (b) of this Section 2 or in defense of any claim, issue, or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection therewith.

(d)Advancement of Expenses.  To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in defending any Proceeding or any claim, issue, or matter therein (but not amounts actually paid in settlement of any such Proceeding) in advance of the final disposition of such Proceeding.  Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company; provided, however, that Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).  The Company may require that Indemnitee furnish an additional written statement(s) prior to each advancement of Expenses stating that Indemnitee undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company.  Any advances and undertakings to repay pursuant to this Section 2(d) shall be unsecured and interest free. The Company shall make advance payment of Expenses to Indemnitee, without regard to Indemnitee’s ability to repay the Expenses.

(e)Right to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the law and public policy of the State of Delaware.  Accordingly, the parties agree that Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company, or based on the advice of legal counsel for the Company, or is based on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, employee, agent or fiduciary of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 2(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

3.Procedure.

(a)Notice/Cooperation by Indemnitee.  To obtain indemnification under this Agreement, Indemnitee shall submit a written request to the Company for indemnification hereunder.  The time at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion.  Notice to the Company shall

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be given as provided in Section 12 below.  In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee’s power. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a determination of Indemnitee’s entitlement to indemnification shall be made as provided in this Section 3.

(b)Authorization and Reviewing Party.

(i)Authorization.  Any indemnification under this Agreement (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct; provided, however, that no determination regarding entitlement to indemnification is required to be made in connection with the mandatory payment of Expenses under Section 2(c).

(ii)Reviewing Party.  The determination referenced in Section 3(b)(i) above shall be made, as selected by the Board of Directors, by either: (1) a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum; or (2) a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if all of the directors are parties to such action, suit, or proceeding, or if so requested by Indemnitee, an Independent Counsel (as defined in Section 11 below) in a written opinion addressed to the Board of Directors and Indemnitee; or (4) the vote of the stockholders owning at least a majority of the Company’s outstanding Voting Securities (as defined in Section 11 below).

(iii)Reviewing Party following Change of Control.  Notwithstanding Section 3(b)(ii) above, upon and following a Change of Control (as defined in Section 11 below) (other than a Change of Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification under this Agreement shall be determined by an Independent Counsel.

(iv)Any Independent Counsel, among other things, shall render its written opinion to the Company’s Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to abide by such opinion.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  Notwithstanding any other provision of this Agreement, the Company shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any, unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising

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under this Agreement.

(c)Timing.  Any determination pursuant to Section 3(b) above shall be made no later than thirty (30) days after receipt by the Company of the written request from Indemnitee requesting such indemnification pursuant to this Agreement. If a determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.

(d)Presumption of Entitlement and Effect of Certain Proceedings.

(i)In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  In the event that any legal proceedings are instituted by Indemnitee under this Agreement to secure a determination that Indemnitee should be indemnified under this Agreement, it is the parties’ intention that the question of Indemnitee’s right to indemnification shall be for the courts to decide, and neither the failure of the Company (including its Board of Directors, or any committee or subgroup of the Board of Directors, the Independent Counsel, or the Company’s stockholders) to have made a determination pursuant to Section 3(b) above that indemnification of Indemnitee is proper under the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination pursuant to Section 3(b) above that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(ii)If the Board of Directors or Independent Counsel (as the case may be) shall have failed to make a determination as to entitlement to indemnification under this Section 3 within thirty (30) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification or a prohibition of indemnification under applicable law; provided, however, that such thirty (30) day period may be extended (or any claim, issue, or matter therein) for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons, or entity making the determination in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto.

(e)Expenses. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company.  The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification

(f)Notice to Insurers.  If, at the time of the receipt of a request for indemnification pursuant to Section 3(a) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of any Proceeding giving rise to the request for indemnification to its insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter make all reasonable efforts to cause such insurers to pay,

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on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

4.Additional Indemnification Rights; Nonexclusivity.

(a)Scope.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Certificate, the Bylaws, or by statute.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Losses actually and reasonably incurred by him or her or on his or her behalf if, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company, or any other Enterprise, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including any Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Section 3 hereof) to be unlawful.

(b)Changes in Laws, Statutes or Rules.  In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Company’s obligations, under this Agreement.  In the event of any change in any applicable law, statute, or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(c)Nonexclusivity. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise, both as to action in Indemnitee’s official capacity and as to such action in another capacity while holding such office.  The indemnification and advancement of Expenses provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

5.Partial Indemnification; Contribution.

(a)If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses actually or reasonably incurred by Indemnitee in the investigation, defense, appeal, or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Losses to which Indemnitee is entitled.  Whether or not the indemnification provided in Sections 2 and 4 hereof is available, in respect of any threatened,

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pending, or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.  The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees, agents, or fiduciaries of the Company, or any subsidiary of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(b)Without diminishing or impairing the obligations of the Company set forth in the preceding Subsection 5(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Losses actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Losses, as well as any other equitable considerations.  The relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c)To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the Losses incurred by Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee in connection with such event(s) and/or transaction(s).  No contribution shall be made under this Section 5(c) on account of Indemnitee’s conduct that is finally determined (under the procedures and subject to the presumptions set forth in this Agreement) to be an act or omission not in good faith or involving intentional misconduct or a knowing violation of the law.

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6.Mutual Acknowledgement.  Both the Company and Indemnitee acknowledge that in certain instances, the laws of the United States or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7.Liability Insurance.  To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents, or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under such policies.  Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance.

8.Exceptions.  Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)Excluded Acts or Omissions.  (i) To indemnify Indemnitee for Indemnitee’s acts, omissions, or transactions from which Indemnitee may not be indemnified under Section 102(b)(7) of the DGCL (or any successor thereto); or (ii) to indemnify Indemnitee for Indemnitee’s intentional acts or transactions in direct violation of the Company’s policies;

(b)Claims Initiated by Indemnitee.  To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Certificate or the Bylaws now or hereafter in effect, (ii) in specific cases, if the Board of Directors has approved the initiation or bringing of such Proceeding, or (iii) as otherwise required under Section 145 of the DGCL, or successor statute, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense payment, or insurance recovery, as the case may be;

(c)Lack of Good Faith.  To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(d)Insured Claims; No Duplicate Payments.  To indemnify Indemnitee or advance Expenses to the extent that Indemnitee has otherwise already actually received payment of such amounts directly from any third party, including, but not limited to, insurance companies under liability insurance maintained by the Company; or

(e)Claims Under Section 16(b).  To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute.

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9.Notification and Defense of Claim. Indemnitee agrees to notify the Company within a reasonable time of being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder.  Any failure by Indemnitee to so notify the Company will not relieve the Company of its advancement or indemnification obligations under this Agreement, unless and only if and to the extent the Company can establish that such omission to notify resulted in actual prejudice to it, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement.  A notice provided under this Section 9 shall not be construed as a request for indemnification pursuant to Section 3 or a request for advancement of Expenses under Section 2 of this Agreement.

Notwithstanding any other provision of this Agreement, with respect to any such Proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:

(a)The Company will be entitled to participate therein at its own expense.

(b)If Indemnitee is a participant in a Proceeding with any other Company directors or officers to whom the Company owes an indemnification obligation, the Company shall not be required to advance expenses for more than one law firm (and, if necessary, an additional law firm to act as local counsel) to represent collectively Indemnitee and such other Company directors or officers in respect of the same matter unless Indemnitee concludes, in its sole discretion, that the representation of Indemnitee and such other Company directors or officers gives rise to an actual or potential conflict of interest.

(c)The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any Loss or burden on Indemnitee, including, without limitation, the entry of any contribution bar order, other bar order, or other similar order, decree, or stipulation pursuant to 15 U.S.C. § 78u-4 or any other foreign, federal, or state statute, regulation, rule, or law, unless such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee from all Losses on any matters that are the subject of such Proceeding.  The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

10.Spousal Indemnification.  The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee did not remain married to him or her during the entire period of coverage) against any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations, and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatened Proceeding solely by reason of his or her

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status as Indemnitee’s spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property, or property purported to have been transferred from the Indemnitee to his or her spouse (or former spouse).  The Indemnitee’s spouse or former spouse also shall be entitled to advancement of Expenses to the same extent that Indemnitee is entitled to advancement of Expenses herein.  The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose.

11.Construction of Certain Phrases.

(a)For purposes of this Agreement, references to the “Company” shall include, in addition to any resulting corporation, any successor corporation, and any new direct or indirect parent company, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agent, or fiduciary, so that if Indemnitee is or was a director, officer, employee, agent, or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent, or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b)For purposes of this Agreement, references to “any subsidiary of the Company” shall include any corporation, partnership, limited liability company, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company, association, or other business entity, a majority of the ownership interests therein is at the time owned or controlled, directly or indirectly, by the Company or one or more subsidiaries of that person or a combination thereof.

(c)For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(d)For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if the stockholders of the Company approve a merger or consolidation of the Company

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with or into any other corporation or entity (other than a merger or consolidation which would result in the Voting Securities (as defined below) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; provided, however, that following the Company’s registration of the offering of any securities of the Company under the Securities Act of 1933, as amended, and during such period as the Company shall be subject to the reporting requirements of the Exchange Act, a “Change of Control” shall also be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding Voting Securities (as defined below), increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

(e)For purposes of this Agreement, “Enterprise” shall mean the Company, any subsidiary of the Company, and any other corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, employee benefit plan or other Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, partner, managing member, fiduciary, employee, or agent.

(f)For purposes of this Agreement, “Expenses” shall include, without limitation, all attorneys’ and other advisors’ fees and expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements, or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, any threatened, pending, or completed Proceeding.

(g)For purposes of this Agreement, “Independent Counsel” shall mean an attorney or firm of attorneys who shall not have performed services for the Company or Indemnitee within the last three (3) years and who shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).

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(h)For purposes of this Agreement, “Proceeding” shall include any actual, threatened, pending, or completed claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, pending, or completed proceeding, whether brought by or in the right of the Company, by a third party, or otherwise and whether civil (including, without limitation, intentional or unintentional tort claims), criminal, administrative, or investigative in nature, in which Indemnitee was, is, may be, or will be involved as a party, witness, or otherwise, by reason of Indemnitee’s status as a director or officer of the Company, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, general partner, managing member, fiduciary, employee, or agent of any other Enterprise (in each case whether or not he or she is acting or serving in any such capacity or has such status at the time any Losses are incurred for which indemnification or advancement of Expenses can be provided under this Agreement), or any foreign equivalent of the foregoing.

(i)For purposes of this Agreement, “Voting Securities” mean shall mean any securities of the Company that vote generally in the election of directors.

12.Notice.  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed received: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by United States certified or first-class mail, with postage prepaid and addressed to the recipient, on the third (3rd) business day after the date postmarked; and (iii) if sent by overnight Federal Express delivery or any other nationally-recognized overnight delivery service, on the next business day after having been deposited for delivery.  Addresses for notice to either party are as shown on the signature page of this Agreement, or such other address as a party to this Agreement shall have furnished to the other party in writing.  All notices, requests, demands, or other communications under this Agreement addressed to the Company shall be directed to the attention of the Company’s Chief Executive Officer.

13.Remedies of Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3(c) of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 3(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware of Indemnitee’s entitlement to such indemnification and/or advancement of Expenses.  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b)In the event that a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under

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Section 3(b).

(c)If a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)In the event that Indemnitee, pursuant to this Section 13, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery.

(e)The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within twenty (20) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.

(f)In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee shall be entitled to advancement of Expenses, including, without limitation, for attorneys’ fees and disbursements reasonably incurred by the Indemnitee, in accordance with the terms set forth in Section 3(d) of this Agreement.

(g)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the applicable Proceeding.

14.Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

15.Effective Date.  The provisions of this Agreement shall cover any and all Proceedings whether now pending or hereafter commenced and shall be retroactive to cover any and all acts

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or omissions or alleged acts or omissions which heretofore have taken place.  The Company shall be liable under this Agreement, to the extent specified herein, for all acts and omissions of the Indemnitee while serving as a director and/or officer, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed during the term of the Indemnitee’s service to the Company.

16.Duration of Agreement; Binding Effect.

(a)This Agreement shall survive and continue even though the Indemnitee may have terminated his or her service as a director, officer, employee, agent, or fiduciary of the Company or as a director, officer, partner, employee, agent, or fiduciary of any other entity or Enterprise, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust, or other enterprise or by reason of any act or omission by the Indemnitee in any such capacity.

(b)This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated or merged, and shall inure to the benefit of the Indemnitee and his or her spouse, successors, assigns, heirs, devisees, executors, administrators, or other legal representatives.  The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.  Without limiting the foregoing and notwithstanding anything in this Agreement to the contrary, any corporation that becomes a direct or indirect parent company of the Company through any form of merger, consolidation, recapitalization, or similar transaction shall automatically become a joint and several obligor with the Company of the obligations owed to the Indemnitee under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(c)The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer and/or director of the Company or another Enterprise.

17.Third-Party Beneficiary.  The Independent Counsel and any spouse of an Indemnitee are express third-party beneficiaries of this Agreement, and may specifically enforce the Company’s obligations hereunder as though a party hereunder.

18.Choice of Law.  This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof.

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19.Consent to Exclusive Jurisdiction.  The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted, and continued only in the Court of Chancery of the State of Delaware, which shall be the exclusive and only proper forum for adjudicating such claim.

20.Integration and Entire Agreement.  This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings, and agreements relating to the subject matter hereof between the parties hereto.

21.Amendment and Termination.  No amendment, modification, termination, waiver, or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

22.Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives, and assigns.

23.Severability.  Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court order or applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law or public policy, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

24.Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

25.Counterparts.  This Agreement may be executed in two or more counterparts and by facsimile (including in PDF form), each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

[Signatures Follow on Next Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first above written.

			JACK COOPER HOLDINGS CORP.
			By:	/s/ Theo Ciupitu
				Signature of Authorized Signatory
			Theo Ciupitu, Executive VP
			Print Name and Title
			Address:		1100 Walnut St., Suite 2400
					Kansas City, MO 64106
AGREED TO AND ACCEPTED BY:
INDEMNITEE:
/s/ Kevin McHugh
Signature
Kevin McHugh
Print Name
Company Position(s):		Director
Address:	329 Bentleyville Road
	Chagrin Falls, OH 44022

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EX-10.22

Exhibit 10.22

JACK COOPER HOLDINGS CORP.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made as of May 19, 2014 to be retroactively effective as of August 19, 2011, by and between Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), and the person whose name, address, and position at the Company and/or any of the direct or indirect subsidiaries of the Company appear on the signature page hereto (“Indemnitee”).

RECITALS

A.The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company.

B.The Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company.

C.The Company’s Certificate of Incorporation (the “Certificate”) and the Company’s Bylaws (the “Bylaws”), each as amended and in effect on the date hereof, permit the Company to indemnify its officers and directors to the maximum extent permitted under the Delaware General Corporation Law (“DGCL”).

D.The Board of Directors of the Company has determined that it is in the best interests of the Company’s stockholders that the Company act to assure such persons that there will be increased certainty of such protection in the future.

E.It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified.

AGREEMENT

NOW, THEREFORE, for and in consideration of the recitals (which are incorporated and made part of this Agreement), the sum of $10.00, in hand paid to the Company, the receipt, adequacy, and sufficiency of which is hereby expressly acknowledged by the Company, Indemnitee’s prior and future services as an officer and/or director of the Company, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby expressly acknowledged by the parties hereto, the Company and Indemnitee hereby covenant and agree as follows:

1.Service by the Indemnitee.

The Indemnitee agrees to serve and/or continue to serve as a director and/or officer of the Company and/or another Enterprise (as defined in Section 11), as applicable, faithfully and will discharge his or her duties and responsibilities to the best of his or her ability so long as the

Indemnitee is duly elected or qualified in accordance with the provisions of the Certificate, the Bylaws, other similar organizational document of another Enterprise, as applicable, the DGCL and any other applicable law in effect on the date of this Agreement and from time to time, or until his or earlier death, resignation, or removal.  The Indemnitee may, at any time and for any reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee and Indemnitee shall have no further obligation to serve.  Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or another Enterprise or as an officer or director of the Company or another Enterprise or affect the right of the Company or another Enterprise to terminate the Indemnitee’s employment at any time in the sole discretion of the Company or applicable Enterprise, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

2.Indemnification.

(a)Third Party Proceedings.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding (other than a Proceeding by or in the right of the Company, as provided in Section 2(b), below), against any and all Expenses, judgments, liabilities, damages, costs, fines, penalties, and amounts paid in settlement (including, without limitation, all interest, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, “Losses”) actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b)Action or Suit By or in the Right of the Company.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor against Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the 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, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.

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(c)Mandatory Payment of Expenses.  To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal without prejudice) in defense of any Proceeding referred to in Subsections (a) and (b) of this Section 2 or in defense of any claim, issue, or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection therewith.

(d)Advancement of Expenses.  To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in defending any Proceeding or any claim, issue, or matter therein (but not amounts actually paid in settlement of any such Proceeding) in advance of the final disposition of such Proceeding.  Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company; provided, however, that Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).  The Company may require that Indemnitee furnish an additional written statement(s) prior to each advancement of Expenses stating that Indemnitee undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company.  Any advances and undertakings to repay pursuant to this Section 2(d) shall be unsecured and interest free. The Company shall make advance payment of Expenses to Indemnitee, without regard to Indemnitee’s ability to repay the Expenses.

(e)Right to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the law and public policy of the State of Delaware.  Accordingly, the parties agree that Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company, or based on the advice of legal counsel for the Company, or is based on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, employee, agent or fiduciary of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 2(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

3.Procedure.

(a)Notice/Cooperation by Indemnitee.  To obtain indemnification under this Agreement, Indemnitee shall submit a written request to the Company for indemnification hereunder.  The time at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion.  Notice to the Company shall

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be given as provided in Section 12 below.  In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee’s power. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a determination of Indemnitee’s entitlement to indemnification shall be made as provided in this Section 3.

(b)Authorization and Reviewing Party.

(i)Authorization.  Any indemnification under this Agreement (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct; provided, however, that no determination regarding entitlement to indemnification is required to be made in connection with the mandatory payment of Expenses under Section 2(c).

(ii)Reviewing Party.  The determination referenced in Section 3(b)(i) above shall be made, as selected by the Board of Directors, by either: (1) a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum; or (2) a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if all of the directors are parties to such action, suit, or proceeding, or if so requested by Indemnitee, an Independent Counsel (as defined in Section 11 below) in a written opinion addressed to the Board of Directors and Indemnitee; or (4) the vote of the stockholders owning at least a majority of the Company’s outstanding Voting Securities (as defined in Section 11 below).

(iii)Reviewing Party following Change of Control.  Notwithstanding Section 3(b)(ii) above, upon and following a Change of Control (as defined in Section 11 below) (other than a Change of Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification under this Agreement shall be determined by an Independent Counsel.

(iv)Any Independent Counsel, among other things, shall render its written opinion to the Company’s Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to abide by such opinion.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  Notwithstanding any other provision of this Agreement, the Company shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any, unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising

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under this Agreement.

(c)Timing.  Any determination pursuant to Section 3(b) above shall be made no later than thirty (30) days after receipt by the Company of the written request from Indemnitee requesting such indemnification pursuant to this Agreement. If a determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.

(d)Presumption of Entitlement and Effect of Certain Proceedings.

(i)In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  In the event that any legal proceedings are instituted by Indemnitee under this Agreement to secure a determination that Indemnitee should be indemnified under this Agreement, it is the parties’ intention that the question of Indemnitee’s right to indemnification shall be for the courts to decide, and neither the failure of the Company (including its Board of Directors, or any committee or subgroup of the Board of Directors, the Independent Counsel, or the Company’s stockholders) to have made a determination pursuant to Section 3(b) above that indemnification of Indemnitee is proper under the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination pursuant to Section 3(b) above that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(ii)If the Board of Directors or Independent Counsel (as the case may be) shall have failed to make a determination as to entitlement to indemnification under this Section 3 within thirty (30) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification or a prohibition of indemnification under applicable law; provided, however, that such thirty (30) day period may be extended (or any claim, issue, or matter therein) for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons, or entity making the determination in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto.

(e)Expenses. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company.  The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification

(f)Notice to Insurers.  If, at the time of the receipt of a request for indemnification pursuant to Section 3(a) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of any Proceeding giving rise to the request for indemnification to its insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter make all reasonable efforts to cause such insurers to pay,

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on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

4.Additional Indemnification Rights; Nonexclusivity.

(a)Scope.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Certificate, the Bylaws, or by statute.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Losses actually and reasonably incurred by him or her or on his or her behalf if, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company, or any other Enterprise, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including any Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Section 3 hereof) to be unlawful.

(b)Changes in Laws, Statutes or Rules.  In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Company’s obligations, under this Agreement.  In the event of any change in any applicable law, statute, or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(c)Nonexclusivity. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise, both as to action in Indemnitee’s official capacity and as to such action in another capacity while holding such office.  The indemnification and advancement of Expenses provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

5.Partial Indemnification; Contribution.

(a)If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses actually or reasonably incurred by Indemnitee in the investigation, defense, appeal, or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Losses to which Indemnitee is entitled.  Whether or not the indemnification provided in Sections 2 and 4 hereof is available, in respect of any threatened,

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pending, or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.  The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees, agents, or fiduciaries of the Company, or any subsidiary of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(b)Without diminishing or impairing the obligations of the Company set forth in the preceding Subsection 5(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Losses actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Losses, as well as any other equitable considerations.  The relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c)To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the Losses incurred by Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee in connection with such event(s) and/or transaction(s).  No contribution shall be made under this Section 5(c) on account of Indemnitee’s conduct that is finally determined (under the procedures and subject to the presumptions set forth in this Agreement) to be an act or omission not in good faith or involving intentional misconduct or a knowing violation of the law.

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6.Mutual Acknowledgement.  Both the Company and Indemnitee acknowledge that in certain instances, the laws of the United States or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7.Liability Insurance.  To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents, or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under such policies.  Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance.

8.Exceptions.  Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)Excluded Acts or Omissions.  (i) To indemnify Indemnitee for Indemnitee’s acts, omissions, or transactions from which Indemnitee may not be indemnified under Section 102(b)(7) of the DGCL (or any successor thereto); or (ii) to indemnify Indemnitee for Indemnitee’s intentional acts or transactions in direct violation of the Company’s policies;

(b)Claims Initiated by Indemnitee.  To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Certificate or the Bylaws now or hereafter in effect, (ii) in specific cases, if the Board of Directors has approved the initiation or bringing of such Proceeding, or (iii) as otherwise required under Section 145 of the DGCL, or successor statute, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense payment, or insurance recovery, as the case may be;

(c)Lack of Good Faith.  To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(d)Insured Claims; No Duplicate Payments.  To indemnify Indemnitee or advance Expenses to the extent that Indemnitee has otherwise already actually received payment of such amounts directly from any third party, including, but not limited to, insurance companies under liability insurance maintained by the Company; or

(e)Claims Under Section 16(b).  To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute.

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9.Notification and Defense of Claim. Indemnitee agrees to notify the Company within a reasonable time of being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder.  Any failure by Indemnitee to so notify the Company will not relieve the Company of its advancement or indemnification obligations under this Agreement, unless and only if and to the extent the Company can establish that such omission to notify resulted in actual prejudice to it, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement.  A notice provided under this Section 9 shall not be construed as a request for indemnification pursuant to Section 3 or a request for advancement of Expenses under Section 2 of this Agreement.

Notwithstanding any other provision of this Agreement, with respect to any such Proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:

(a)The Company will be entitled to participate therein at its own expense.

(b)If Indemnitee is a participant in a Proceeding with any other Company directors or officers to whom the Company owes an indemnification obligation, the Company shall not be required to advance expenses for more than one law firm (and, if necessary, an additional law firm to act as local counsel) to represent collectively Indemnitee and such other Company directors or officers in respect of the same matter unless Indemnitee concludes, in its sole discretion, that the representation of Indemnitee and such other Company directors or officers gives rise to an actual or potential conflict of interest.

(c)The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any Loss or burden on Indemnitee, including, without limitation, the entry of any contribution bar order, other bar order, or other similar order, decree, or stipulation pursuant to 15 U.S.C. § 78u-4 or any other foreign, federal, or state statute, regulation, rule, or law, unless such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee from all Losses on any matters that are the subject of such Proceeding.  The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

10.Spousal Indemnification.  The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee did not remain married to him or her during the entire period of coverage) against any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations, and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatened Proceeding solely by reason of his or her

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status as Indemnitee’s spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property, or property purported to have been transferred from the Indemnitee to his or her spouse (or former spouse).  The Indemnitee’s spouse or former spouse also shall be entitled to advancement of Expenses to the same extent that Indemnitee is entitled to advancement of Expenses herein.  The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose.

11.Construction of Certain Phrases.

(a)For purposes of this Agreement, references to the “Company” shall include, in addition to any resulting corporation, any successor corporation, and any new direct or indirect parent company, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agent, or fiduciary, so that if Indemnitee is or was a director, officer, employee, agent, or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent, or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b)For purposes of this Agreement, references to “any subsidiary of the Company” shall include any corporation, partnership, limited liability company, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company, association, or other business entity, a majority of the ownership interests therein is at the time owned or controlled, directly or indirectly, by the Company or one or more subsidiaries of that person or a combination thereof.

(c)For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(d)For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if the stockholders of the Company approve a merger or consolidation of the Company

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with or into any other corporation or entity (other than a merger or consolidation which would result in the Voting Securities (as defined below) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; provided, however, that following the Company’s registration of the offering of any securities of the Company under the Securities Act of 1933, as amended, and during such period as the Company shall be subject to the reporting requirements of the Exchange Act, a “Change of Control” shall also be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding Voting Securities (as defined below), increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

(e)For purposes of this Agreement, “Enterprise” shall mean the Company, any subsidiary of the Company, and any other corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, employee benefit plan or other Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, partner, managing member, fiduciary, employee, or agent.

(f)For purposes of this Agreement, “Expenses” shall include, without limitation, all attorneys’ and other advisors’ fees and expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements, or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, any threatened, pending, or completed Proceeding.

(g)For purposes of this Agreement, “Independent Counsel” shall mean an attorney or firm of attorneys who shall not have performed services for the Company or Indemnitee within the last three (3) years and who shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).

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(h)For purposes of this Agreement, “Proceeding” shall include any actual, threatened, pending, or completed claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, pending, or completed proceeding, whether brought by or in the right of the Company, by a third party, or otherwise and whether civil (including, without limitation, intentional or unintentional tort claims), criminal, administrative, or investigative in nature, in which Indemnitee was, is, may be, or will be involved as a party, witness, or otherwise, by reason of Indemnitee’s status as a director or officer of the Company, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, general partner, managing member, fiduciary, employee, or agent of any other Enterprise (in each case whether or not he or she is acting or serving in any such capacity or has such status at the time any Losses are incurred for which indemnification or advancement of Expenses can be provided under this Agreement), or any foreign equivalent of the foregoing.

(i)For purposes of this Agreement, “Voting Securities” mean shall mean any securities of the Company that vote generally in the election of directors.

12.Notice.  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed received: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by United States certified or first-class mail, with postage prepaid and addressed to the recipient, on the third (3rd) business day after the date postmarked; and (iii) if sent by overnight Federal Express delivery or any other nationally-recognized overnight delivery service, on the next business day after having been deposited for delivery.  Addresses for notice to either party are as shown on the signature page of this Agreement, or such other address as a party to this Agreement shall have furnished to the other party in writing.  All notices, requests, demands, or other communications under this Agreement addressed to the Company shall be directed to the attention of the Company’s Chief Executive Officer.

13.Remedies of Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3(c) of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 3(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware of Indemnitee’s entitlement to such indemnification and/or advancement of Expenses.  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b)In the event that a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under

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Section 3(b).

(c)If a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)In the event that Indemnitee, pursuant to this Section 13, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery.

(e)The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within twenty (20) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.

(f)In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee shall be entitled to advancement of Expenses, including, without limitation, for attorneys’ fees and disbursements reasonably incurred by the Indemnitee, in accordance with the terms set forth in Section 3(d) of this Agreement.

(g)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the applicable Proceeding.

14.Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

15.Effective Date.  The provisions of this Agreement shall cover any and all Proceedings whether now pending or hereafter commenced and shall be retroactive to cover any and all acts

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or omissions or alleged acts or omissions which heretofore have taken place.  The Company shall be liable under this Agreement, to the extent specified herein, for all acts and omissions of the Indemnitee while serving as a director and/or officer, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed during the term of the Indemnitee’s service to the Company.

16.Duration of Agreement; Binding Effect.

(a)This Agreement shall survive and continue even though the Indemnitee may have terminated his or her service as a director, officer, employee, agent, or fiduciary of the Company or as a director, officer, partner, employee, agent, or fiduciary of any other entity or Enterprise, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust, or other enterprise or by reason of any act or omission by the Indemnitee in any such capacity.

(b)This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated or merged, and shall inure to the benefit of the Indemnitee and his or her spouse, successors, assigns, heirs, devisees, executors, administrators, or other legal representatives.  The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.  Without limiting the foregoing and notwithstanding anything in this Agreement to the contrary, any corporation that becomes a direct or indirect parent company of the Company through any form of merger, consolidation, recapitalization, or similar transaction shall automatically become a joint and several obligor with the Company of the obligations owed to the Indemnitee under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(c)The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer and/or director of the Company or another Enterprise.

17.Third-Party Beneficiary.  The Independent Counsel and any spouse of an Indemnitee are express third-party beneficiaries of this Agreement, and may specifically enforce the Company’s obligations hereunder as though a party hereunder.

18.Choice of Law.  This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof.

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19.Consent to Exclusive Jurisdiction.  The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted, and continued only in the Court of Chancery of the State of Delaware, which shall be the exclusive and only proper forum for adjudicating such claim.

20.Integration and Entire Agreement.  This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings, and agreements relating to the subject matter hereof between the parties hereto.

21.Amendment and Termination.  No amendment, modification, termination, waiver, or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

22.Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives, and assigns.

23.Severability.  Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court order or applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law or public policy, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

24.Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

25.Counterparts.  This Agreement may be executed in two or more counterparts and by facsimile (including in PDF form), each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

[Signatures Follow on Next Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first above written.

		JACK COOPER HOLDINGS CORP.
		By:	/s/ Theo Ciupitu
			Signature of Authorized Signatory
		Theo Ciupitu, Executive VP
		Print Name and Title
		Address:		1100 Walnut St., Suite 2400
				Kansas City, MO 64106
AGREED TO AND ACCEPTED BY:
INDEMNITEE:
/s/ James N. Chapman
Signature
James N. Chapman
Print Name
Company Position(s):	Director
Address:	14 Alpine Road
	Greenwich, CT 06830

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EX-10.23

Exhibit 10.23

JACK COOPER HOLDINGS CORP.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made as of August 31, 2014 to be retroactively effective as of August 1, 2011, by and between Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), and the person whose name, address and position at the Company and/or any of the direct or indirect subsidiaries of the Company appear on the signature page hereto (“Indemnitee”).

RECITALS

A.The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company.

B.The Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company.

C.The Company’s Certificate of Incorporation (the “Certificate”) and the Company’s Bylaws (the “Bylaws”), each as amended and in effect on the date hereof, permit the Company to indemnify its officers and directors to the maximum extent permitted under the Delaware General Corporation Law (“DGCL”).

D.The Board of Directors of the Company has determined that it is in the best interests of the Company’s stockholders that the Company act to assure such persons that there will be increased certainty of such protection in the future.

E.It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified.

AGREEMENT

NOW, THEREFORE, for and in consideration of the recitals (which are incorporated and made part of this Agreement), the sum of $10.00, in hand paid to the Company, the receipt, adequacy, and sufficiency of which is hereby expressly acknowledged by the Company, Indemnitee’s prior and future services as an officer and/or director of the Company, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby expressly acknowledged by the parties hereto, the Company and Indemnitee hereby covenant and agree as follows:

1.Service by the Indemnitee.

The Indemnitee agrees to serve and/or continue to serve as a director and/or officer of the Company and/or another Enterprise (as defined in Section 11), as applicable, faithfully and will discharge his or her duties and responsibilities to the best of his or her ability so long as the

Indemnitee is duly elected or qualified in accordance with the provisions of the Certificate, the Bylaws, other similar organizational document of another Enterprise, as applicable, the DGCL and any other applicable law in effect on the date of this Agreement and from time to time, or until his or earlier death, resignation, or removal.  The Indemnitee may, at any time and for any reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee and Indemnitee shall have no further obligation to serve.  Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or another Enterprise or as an officer or director of the Company or another Enterprise or affect the right of the Company or another Enterprise to terminate the Indemnitee’s employment at any time in the sole discretion of the Company or applicable Enterprise, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

2.Indemnification.

(a)Third Party Proceedings.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding (other than a Proceeding by or in the right of the Company, as provided in Section 2(b), below), against any and all Expenses, judgments, liabilities, damages, costs, fines, penalties, and amounts paid in settlement (including, without limitation, all interest, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, “Losses”) actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b)Action or Suit By or in the Right of the Company.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor against Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the 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, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.

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(c)Mandatory Payment of Expenses.  To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal without prejudice) in defense of any Proceeding referred to in Subsections (a) and (b) of this Section 2 or in defense of any claim, issue, or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection therewith.

(d)Advancement of Expenses.  To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in defending any Proceeding or any claim, issue, or matter therein (but not amounts actually paid in settlement of any such Proceeding) in advance of the final disposition of such Proceeding.  Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company; provided, however, that Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).  The Company may require that Indemnitee furnish an additional written statement(s) prior to each advancement of Expenses stating that Indemnitee undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company.  Any advances and undertakings to repay pursuant to this Section 2(d) shall be unsecured and interest free. The Company shall make advance payment of Expenses to Indemnitee, without regard to Indemnitee’s ability to repay the Expenses.

(e)Right to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the law and public policy of the State of Delaware.  Accordingly, the parties agree that Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company, or based on the advice of legal counsel for the Company, or is based on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, employee, agent or fiduciary of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 2(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

3.Procedure.

(a)Notice/Cooperation by Indemnitee.  To obtain indemnification under this Agreement, Indemnitee shall submit a written request to the Company for indemnification hereunder.  The time at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion.  Notice to the Company shall

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be given as provided in Section 12 below.  In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee’s power. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a determination of Indemnitee’s entitlement to indemnification shall be made as provided in this Section 3.

(b)Authorization and Reviewing Party.

(i)Authorization.  Any indemnification under this Agreement (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct; provided, however, that no determination regarding entitlement to indemnification is required to be made in connection with the mandatory payment of Expenses under Section 2(c).

(ii)Reviewing Party.  The determination referenced in Section 3(b)(i) above shall be made, as selected by the Board of Directors, by either: (1) a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum; or (2) a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if all of the directors are parties to such action, suit, or proceeding, or if so requested by Indemnitee, an Independent Counsel (as defined in Section 11 below) in a written opinion addressed to the Board of Directors and Indemnitee; or (4) the vote of the stockholders owning at least a majority of the Company’s outstanding Voting Securities (as defined in Section 11 below).

(iii)Reviewing Party following Change of Control.  Notwithstanding Section 3(b)(ii) above, upon and following a Change of Control (as defined in Section 11 below) (other than a Change of Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification under this Agreement shall be determined by an Independent Counsel.

(iv)Any Independent Counsel, among other things, shall render its written opinion to the Company’s Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to abide by such opinion.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  Notwithstanding any other provision of this Agreement, the Company shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any, unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising

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under this Agreement.

(c)Timing.  Any determination pursuant to Section 3(b) above shall be made no later than thirty (30) days after receipt by the Company of the written request from Indemnitee requesting such indemnification pursuant to this Agreement. If a determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.

(d)Presumption of Entitlement and Effect of Certain Proceedings.

(i)In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  In the event that any legal proceedings are instituted by Indemnitee under this Agreement to secure a determination that Indemnitee should be indemnified under this Agreement, it is the parties’ intention that the question of Indemnitee’s right to indemnification shall be for the courts to decide, and neither the failure of the Company (including its Board of Directors, or any committee or subgroup of the Board of Directors, the Independent Counsel, or the Company’s stockholders) to have made a determination pursuant to Section 3(b) above that indemnification of Indemnitee is proper under the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination pursuant to Section 3(b) above that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(ii)If the Board of Directors or Independent Counsel (as the case may be) shall have failed to make a determination as to entitlement to indemnification under this Section 3 within thirty (30) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification or a prohibition of indemnification under applicable law; provided, however, that such thirty (30) day period may be extended (or any claim, issue, or matter therein) for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons, or entity making the determination in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto.

(e)Expenses. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company.  The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification

(f)Notice to Insurers.  If, at the time of the receipt of a request for indemnification pursuant to Section 3(a) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of any Proceeding giving rise to the request for indemnification to its insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter make all reasonable efforts to cause such insurers to pay,

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on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

4.Additional Indemnification Rights; Nonexclusivity.

(a)Scope.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Certificate, the Bylaws, or by statute.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Losses actually and reasonably incurred by him or her or on his or her behalf if, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company, or any other Enterprise, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including any Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Section 3 hereof) to be unlawful.

(b)Changes in Laws, Statutes or Rules.  In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Company’s obligations, under this Agreement.  In the event of any change in any applicable law, statute, or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(c)Nonexclusivity. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise, both as to action in Indemnitee’s official capacity and as to such action in another capacity while holding such office.  The indemnification and advancement of Expenses provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

5.Partial Indemnification; Contribution.

(a)If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses actually or reasonably incurred by Indemnitee in the investigation, defense, appeal, or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Losses to which Indemnitee is entitled.  Whether or not the indemnification provided in Sections 2 and 4 hereof is available, in respect of any threatened,

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pending, or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.  The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees, agents, or fiduciaries of the Company, or any subsidiary of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(b)Without diminishing or impairing the obligations of the Company set forth in the preceding Subsection 5(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Losses actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Losses, as well as any other equitable considerations.  The relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c)To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the Losses incurred by Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee in connection with such event(s) and/or transaction(s).  No contribution shall be made under this Section 5(c) on account of Indemnitee’s conduct that is finally determined (under the procedures and subject to the presumptions set forth in this Agreement) to be an act or omission not in good faith or involving intentional misconduct or a knowing violation of the law.

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6.Mutual Acknowledgement.  Both the Company and Indemnitee acknowledge that in certain instances, the laws of the United States or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7.Liability Insurance.  To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents, or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under such policies.  Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance.

8.Exceptions.  Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)Excluded Acts or Omissions.  (i) To indemnify Indemnitee for Indemnitee’s acts, omissions, or transactions from which Indemnitee may not be indemnified under Section 102(b)(7) of the DGCL (or any successor thereto); or (ii) to indemnify Indemnitee for Indemnitee’s intentional acts or transactions in direct violation of the Company’s policies;

(b)Claims Initiated by Indemnitee.  To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Certificate or the Bylaws now or hereafter in effect, (ii) in specific cases, if the Board of Directors has approved the initiation or bringing of such Proceeding, or (iii) as otherwise required under Section 145 of the DGCL, or successor statute, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense payment, or insurance recovery, as the case may be;

(c)Lack of Good Faith.  To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(d)Insured Claims; No Duplicate Payments.  To indemnify Indemnitee or advance Expenses to the extent that Indemnitee has otherwise already actually received payment of such amounts directly from any third party, including, but not limited to, insurance companies under liability insurance maintained by the Company; or

(e)Claims Under Section 16(b).  To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute.

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9.Notification and Defense of Claim. Indemnitee agrees to notify the Company within a reasonable time of being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder.  Any failure by Indemnitee to so notify the Company will not relieve the Company of its advancement or indemnification obligations under this Agreement, unless and only if and to the extent the Company can establish that such omission to notify resulted in actual prejudice to it, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement.  A notice provided under this Section 9 shall not be construed as a request for indemnification pursuant to Section 3 or a request for advancement of Expenses under Section 2 of this Agreement.

Notwithstanding any other provision of this Agreement, with respect to any such Proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:

(a)The Company will be entitled to participate therein at its own expense.

(b)If Indemnitee is a participant in a Proceeding with any other Company directors or officers to whom the Company owes an indemnification obligation, the Company shall not be required to advance expenses for more than one law firm (and, if necessary, an additional law firm to act as local counsel)  to represent collectively Indemnitee and such other Company directors or officers in respect of the same matter unless Indemnitee concludes, in its sole discretion, that the representation of Indemnitee and such other Company directors or officers gives rise to an actual or potential conflict of interest.

(c)The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any Loss or burden on Indemnitee, including, without limitation, the entry of any contribution bar order, other bar order, or other similar order, decree, or stipulation pursuant to 15 U.S.C. § 78u-4 or any other foreign, federal, or state statute, regulation, rule, or law, unless such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee from all Losses on any matters that are the subject of such Proceeding.  The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

10.Spousal Indemnification.  The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee did not remain married to him or her during the entire period of coverage) against any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations, and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatened Proceeding solely by reason of his or her

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status as Indemnitee’s spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property, or property purported to have been transferred from the Indemnitee to his or her spouse (or former spouse).  The Indemnitee’s spouse or former spouse also shall be entitled to advancement of Expenses to the same extent that Indemnitee is entitled to advancement of Expenses herein.  The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose.

11.Construction of Certain Phrases.

(a)For purposes of this Agreement, references to the “Company” shall include, in addition to any resulting corporation, any successor corporation, and any new direct or indirect parent company, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agent, or fiduciary, so that if Indemnitee is or was a director, officer, employee, agent, or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent, or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b)For purposes of this Agreement, references to “any subsidiary of the Company” shall include any corporation, partnership, limited liability company, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company, association, or other business entity, a majority of the ownership interests therein is at the time owned or controlled, directly or indirectly, by the Company or one or more subsidiaries of that person or a combination thereof.

(c)For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(d)For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if the stockholders of the Company approve a merger or consolidation of the Company

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with or into any other corporation or entity (other than a merger or consolidation which would result in the Voting Securities (as defined below) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; provided, however, that following the Company’s registration of the offering of any securities of the Company under the Securities Act of 1933, as amended, and during such period as the Company shall be subject to the reporting requirements of the Exchange Act, a “Change of Control” shall also be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding Voting Securities (as defined below), increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

(e)For purposes of this Agreement, “Enterprise” shall mean the Company, any subsidiary of the Company, and any other corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, employee benefit plan or other Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, partner, managing member, fiduciary, employee, or agent.

(f)For purposes of this Agreement, “Expenses” shall include, without limitation, all attorneys’ and other advisors’ fees and expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements, or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, any threatened, pending, or completed Proceeding.

(g)For purposes of this Agreement, “Independent Counsel” shall mean an attorney or firm of attorneys who shall not have performed services for the Company or Indemnitee within the last three (3) years and who shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).

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(h)For purposes of this Agreement, “Proceeding” shall include any actual, threatened, pending, or completed claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, pending, or completed proceeding, whether brought by or in the right of the Company, by a third party, or otherwise and whether civil (including, without limitation, intentional or unintentional tort claims), criminal, administrative, or investigative in nature, in which Indemnitee was, is, may be, or will be involved as a party, witness, or otherwise, by reason of Indemnitee’s status as a director or officer of the Company, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, general partner, managing member, fiduciary, employee, or agent of any other Enterprise (in each case whether or not he or she is acting or serving in any such capacity or has such status at the time any Losses are incurred for which indemnification or advancement of Expenses can be provided under this Agreement), or any foreign equivalent of the foregoing.

(i)For purposes of this Agreement, “Voting Securities” mean shall mean any securities of the Company that vote generally in the election of directors.

12.Notice.  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed received: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by United States certified or first-class mail, with postage prepaid and addressed to the recipient, on the third (3rd) business day after the date postmarked; and (iii) if sent by overnight Federal Express delivery or any other nationally-recognized overnight delivery service, on the next business day after having been deposited for delivery.  Addresses for notice to either party are as shown on the signature page of this Agreement, or such other address as a party to this Agreement shall have furnished to the other party in writing.  All notices, requests, demands, or other communications under this Agreement addressed to the Company shall be directed to the attention of the Company’s Chief Executive Officer.

13.Remedies of Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3(c) of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 3(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware of Indemnitee’s entitlement to such indemnification and/or advancement of Expenses.  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b)In the event that a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under

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Section 3(b).

(c)If a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)In the event that Indemnitee, pursuant to this Section 13, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery.

(e)The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within twenty (20) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.

(f)In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee shall be entitled to advancement of Expenses, including, without limitation, for attorneys’ fees and disbursements reasonably incurred by the Indemnitee, in accordance with the terms set forth in Section 3(d) of this Agreement.

(g)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the applicable Proceeding.

14.Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

15.Effective Date.  The provisions of this Agreement shall cover any and all Proceedings whether now pending or hereafter commenced and shall be retroactive to cover any and all acts

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or omissions or alleged acts or omissions which heretofore have taken place.  The Company shall be liable under this Agreement, to the extent specified herein, for all acts and omissions of the Indemnitee while serving as a director and/or officer, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed during the term of the Indemnitee’s service to the Company.

16.Duration of Agreement; Binding Effect.

(a)This Agreement shall survive and continue even though the Indemnitee may have terminated his or her service as a director, officer, employee, agent, or fiduciary of the Company or as a director, officer, partner, employee, agent, or fiduciary of any other entity or Enterprise, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust, or other enterprise or by reason of any act or omission by the Indemnitee in any such capacity.

(b)This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated or merged, and shall inure to the benefit of the Indemnitee and his or her spouse, successors, assigns, heirs, devisees, executors, administrators, or other legal representatives.  The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.  Without limiting the foregoing and notwithstanding anything in this Agreement to the contrary, any corporation that becomes a direct or indirect parent company of the Company through any form of merger, consolidation, recapitalization, or similar transaction shall automatically become a joint and several obligor with the Company of the obligations owed to the Indemnitee under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(c)The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer and/or director of the Company or another Enterprise.

17.Third-Party Beneficiary.  The Independent Counsel and any spouse of an Indemnitee are express third-party beneficiaries of this Agreement, and may specifically enforce the Company’s obligations hereunder as though a party hereunder.

18.Choice of Law.  This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof.

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19.Consent to Exclusive Jurisdiction.  The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted, and continued only in the Court of Chancery of the State of Delaware, which shall be the exclusive and only proper forum for adjudicating such claim.

20.Integration and Entire Agreement.  This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings, and agreements relating to the subject matter hereof between the parties hereto.

21.Amendment and Termination.  No amendment, modification, termination, waiver, or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

22.Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives, and assigns.

23.Severability.  Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court order or applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law or public policy, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

24.Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

25.Counterparts.  This Agreement may be executed in two or more counterparts and by facsimile (including in PDF form), each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

[Signatures Follow on Next Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first above written.

		JACK COOPER HOLDINGS CORP.
		By:	/s/ Theo Ciupitu
			Signature of Authorized Signatory
		Theo Ciupitu, Executive Vice President
		Print Name and Title
		Address:		1100 Walnut Street
				Suite 2400
				Kansas City, MO 64106
AGREED TO AND ACCEPTED BY:
INDEMNITEE:
/s/ Edrienne Brandon
Signature
Edrienne Brandon
Print Name
Company
Position(s):	Director
Address:	3525 Del Mar Heights Road
	#700
	San Diego, CA 92130

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EX-10.24

Exhibit 10.24

JACK COOPER HOLDINGS CORP.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made as of August 31, 2014 to be retroactively effective as of August 1, 2011, by and between Jack Cooper Holdings Corp., a Delaware corporation (the “Company”), and the person whose name, address and position at the Company and/or any of the direct or indirect subsidiaries of the Company appear on the signature page hereto (“Indemnitee”).

RECITALS

A.The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company.

B.The Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company.

C.The Company’s Certificate of Incorporation (the “Certificate”) and the Company’s Bylaws (the “Bylaws”), each as amended and in effect on the date hereof, permit the Company to indemnify its officers and directors to the maximum extent permitted under the Delaware General Corporation Law (“DGCL”).

D.The Board of Directors of the Company has determined that it is in the best interests of the Company’s stockholders that the Company act to assure such persons that there will be increased certainty of such protection in the future.

E.It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified.

AGREEMENT

NOW, THEREFORE, for and in consideration of the recitals (which are incorporated and made part of this Agreement), the sum of $10.00, in hand paid to the Company, the receipt, adequacy, and sufficiency of which is hereby expressly acknowledged by the Company, Indemnitee’s prior and future services as an officer and/or director of the Company, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby expressly acknowledged by the parties hereto, the Company and Indemnitee hereby covenant and agree as follows:

1.Service by the Indemnitee.

The Indemnitee agrees to serve and/or continue to serve as a director and/or officer of the Company and/or another Enterprise (as defined in Section 11), as applicable, faithfully and will discharge his or her duties and responsibilities to the best of his or her ability so long as the

Indemnitee is duly elected or qualified in accordance with the provisions of the Certificate, the Bylaws, other similar organizational document of another Enterprise, as applicable, the DGCL and any other applicable law in effect on the date of this Agreement and from time to time, or until his or earlier death, resignation, or removal.  The Indemnitee may, at any time and for any reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee and Indemnitee shall have no further obligation to serve.  Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or another Enterprise or as an officer or director of the Company or another Enterprise or affect the right of the Company or another Enterprise to terminate the Indemnitee’s employment at any time in the sole discretion of the Company or applicable Enterprise, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

2.Indemnification.

(a)Third Party Proceedings.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding (other than a Proceeding by or in the right of the Company, as provided in Section 2(b), below), against any and all Expenses, judgments, liabilities, damages, costs, fines, penalties, and amounts paid in settlement (including, without limitation, all interest, assessments, and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, “Losses”) actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b)Action or Suit By or in the Right of the Company.  The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor against Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the 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, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.

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(c)Mandatory Payment of Expenses.  To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal without prejudice) in defense of any Proceeding referred to in Subsections (a) and (b) of this Section 2 or in defense of any claim, issue, or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection therewith.

(d)Advancement of Expenses.  To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee. The Company shall pay all Expenses incurred by Indemnitee in defending any Proceeding or any claim, issue, or matter therein (but not amounts actually paid in settlement of any such Proceeding) in advance of the final disposition of such Proceeding.  Indemnitee hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company; provided, however, that Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).  The Company may require that Indemnitee furnish an additional written statement(s) prior to each advancement of Expenses stating that Indemnitee undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company.  Any advances and undertakings to repay pursuant to this Section 2(d) shall be unsecured and interest free. The Company shall make advance payment of Expenses to Indemnitee, without regard to Indemnitee’s ability to repay the Expenses.

(e)Right to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the law and public policy of the State of Delaware.  Accordingly, the parties agree that Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the officers of the Company, or based on the advice of legal counsel for the Company, or is based on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, employee, agent or fiduciary of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 2(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

3.Procedure.

(a)Notice/Cooperation by Indemnitee.  To obtain indemnification under this Agreement, Indemnitee shall submit a written request to the Company for indemnification hereunder.  The time at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion.  Notice to the Company shall

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be given as provided in Section 12 below.  In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee’s power. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a determination of Indemnitee’s entitlement to indemnification shall be made as provided in this Section 3.

(b)Authorization and Reviewing Party.

(i)Authorization.  Any indemnification under this Agreement (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct; provided, however, that no determination regarding entitlement to indemnification is required to be made in connection with the mandatory payment of Expenses under Section 2(c).

(ii)Reviewing Party.  The determination referenced in Section 3(b)(i) above shall be made, as selected by the Board of Directors, by either: (1) a majority vote of the directors who are not parties to such action, suit, or proceeding, even though less than a quorum; or (2) a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if all of the directors are parties to such action, suit, or proceeding, or if so requested by Indemnitee, an Independent Counsel (as defined in Section 11 below) in a written opinion addressed to the Board of Directors and Indemnitee; or (4) the vote of the stockholders owning at least a majority of the Company’s outstanding Voting Securities (as defined in Section 11 below).

(iii)Reviewing Party following Change of Control.  Notwithstanding Section 3(b)(ii) above, upon and following a Change of Control (as defined in Section 11 below) (other than a Change of Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change of Control) the rights of Indemnitee to indemnification under this Agreement shall be determined by an Independent Counsel.

(iv)Any Independent Counsel, among other things, shall render its written opinion to the Company’s Board of Directors and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law and the Company agrees to abide by such opinion.  The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  Notwithstanding any other provision of this Agreement, the Company shall not be required to pay the fees and expenses of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall be the Independent Counsel for any or all other Indemnitees, if any, unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising

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under this Agreement.

(c)Timing.  Any determination pursuant to Section 3(b) above shall be made no later than thirty (30) days after receipt by the Company of the written request from Indemnitee requesting such indemnification pursuant to this Agreement. If a determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.

(d)Presumption of Entitlement and Effect of Certain Proceedings.

(i)In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  In the event that any legal proceedings are instituted by Indemnitee under this Agreement to secure a determination that Indemnitee should be indemnified under this Agreement, it is the parties’ intention that the question of Indemnitee’s right to indemnification shall be for the courts to decide, and neither the failure of the Company (including its Board of Directors, or any committee or subgroup of the Board of Directors, the Independent Counsel, or the Company’s stockholders) to have made a determination pursuant to Section 3(b) above that indemnification of Indemnitee is proper under the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination pursuant to Section 3(b) above that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(ii)If the Board of Directors or Independent Counsel (as the case may be) shall have failed to make a determination as to entitlement to indemnification under this Section 3 within thirty (30) days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification or a prohibition of indemnification under applicable law; provided, however, that such thirty (30) day period may be extended (or any claim, issue, or matter therein) for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons, or entity making the determination in good faith requires such additional time for obtaining or evaluating documentation and/or information relating thereto.

(e)Expenses. Any Expenses incurred by the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company.  The Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to indemnification

(f)Notice to Insurers.  If, at the time of the receipt of a request for indemnification pursuant to Section 3(a) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of any Proceeding giving rise to the request for indemnification to its insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter make all reasonable efforts to cause such insurers to pay,

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on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

4.Additional Indemnification Rights; Nonexclusivity.

(a)Scope.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Certificate, the Bylaws, or by statute.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Losses actually and reasonably incurred by him or her or on his or her behalf if, by reason of the fact that Indemnitee is or was a director, officer, employee, agent, or fiduciary of the Company, or any other Enterprise, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including any Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Section 3 hereof) to be unlawful.

(b)Changes in Laws, Statutes or Rules.  In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and Company’s obligations, under this Agreement.  In the event of any change in any applicable law, statute, or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(c)Nonexclusivity. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate, the Bylaws, any agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise, both as to action in Indemnitee’s official capacity and as to such action in another capacity while holding such office.  The indemnification and advancement of Expenses provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

5.Partial Indemnification; Contribution.

(a)If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses actually or reasonably incurred by Indemnitee in the investigation, defense, appeal, or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Losses to which Indemnitee is entitled.  Whether or not the indemnification provided in Sections 2 and 4 hereof is available, in respect of any threatened,

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pending, or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.  The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, employees, agents, or fiduciaries of the Company, or any subsidiary of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(b)Without diminishing or impairing the obligations of the Company set forth in the preceding Subsection 5(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Losses actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Losses, as well as any other equitable considerations.  The relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c)To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the Losses incurred by Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee in connection with such event(s) and/or transaction(s).  No contribution shall be made under this Section 5(c) on account of Indemnitee’s conduct that is finally determined (under the procedures and subject to the presumptions set forth in this Agreement) to be an act or omission not in good faith or involving intentional misconduct or a knowing violation of the law.

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6.Mutual Acknowledgement.  Both the Company and Indemnitee acknowledge that in certain instances, the laws of the United States or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise.  Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

7.Liability Insurance.  To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents, or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the maximum extent of the coverage available for any director, officer, employee, agent, or fiduciary under such policies.  Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance.

8.Exceptions.  Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)Excluded Acts or Omissions.  (i) To indemnify Indemnitee for Indemnitee’s acts, omissions, or transactions from which Indemnitee may not be indemnified under Section 102(b)(7) of the DGCL (or any successor thereto); or (ii) to indemnify Indemnitee for Indemnitee’s intentional acts or transactions in direct violation of the Company’s policies;

(b)Claims Initiated by Indemnitee.  To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Certificate or the Bylaws now or hereafter in effect, (ii) in specific cases, if the Board of Directors has approved the initiation or bringing of such Proceeding, or (iii) as otherwise required under Section 145 of the DGCL, or successor statute, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance Expense payment, or insurance recovery, as the case may be;

(c)Lack of Good Faith.  To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(d)Insured Claims; No Duplicate Payments.  To indemnify Indemnitee or advance Expenses to the extent that Indemnitee has otherwise already actually received payment of such amounts directly from any third party, including, but not limited to, insurance companies under liability insurance maintained by the Company; or

(e)Claims Under Section 16(b).  To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute.

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9.Notification and Defense of Claim. Indemnitee agrees to notify the Company within a reasonable time of being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder.  Any failure by Indemnitee to so notify the Company will not relieve the Company of its advancement or indemnification obligations under this Agreement, unless and only if and to the extent the Company can establish that such omission to notify resulted in actual prejudice to it, and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify Indemnitee otherwise than under this Agreement.  A notice provided under this Section 9 shall not be construed as a request for indemnification pursuant to Section 3 or a request for advancement of Expenses under Section 2 of this Agreement.

Notwithstanding any other provision of this Agreement, with respect to any such Proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof:

(a)The Company will be entitled to participate therein at its own expense.

(b)If Indemnitee is a participant in a Proceeding with any other Company directors or officers to whom the Company owes an indemnification obligation, the Company shall not be required to advance expenses for more than one law firm (and, if necessary, an additional law firm to act as local counsel)  to represent collectively Indemnitee and such other Company directors or officers in respect of the same matter unless Indemnitee concludes, in its sole discretion, that the representation of Indemnitee and such other Company directors or officers gives rise to an actual or potential conflict of interest.

(c)The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any Loss or burden on Indemnitee, including, without limitation, the entry of any contribution bar order, other bar order, or other similar order, decree, or stipulation pursuant to 15 U.S.C. § 78u-4 or any other foreign, federal, or state statute, regulation, rule, or law, unless such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee from all Losses on any matters that are the subject of such Proceeding.  The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

10.Spousal Indemnification.  The Company will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee did not remain married to him or her during the entire period of coverage) against any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations, and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatened Proceeding solely by reason of his or her

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status as Indemnitee’s spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property, or property purported to have been transferred from the Indemnitee to his or her spouse (or former spouse).  The Indemnitee’s spouse or former spouse also shall be entitled to advancement of Expenses to the same extent that Indemnitee is entitled to advancement of Expenses herein.  The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose.

11.Construction of Certain Phrases.

(a)For purposes of this Agreement, references to the “Company” shall include, in addition to any resulting corporation, any successor corporation, and any new direct or indirect parent company, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agent, or fiduciary, so that if Indemnitee is or was a director, officer, employee, agent, or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent, or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b)For purposes of this Agreement, references to “any subsidiary of the Company” shall include any corporation, partnership, limited liability company, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof, or (ii) if a partnership, limited liability company, association, or other business entity, a majority of the ownership interests therein is at the time owned or controlled, directly or indirectly, by the Company or one or more subsidiaries of that person or a combination thereof.

(c)For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(d)For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if the stockholders of the Company approve a merger or consolidation of the Company

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with or into any other corporation or entity (other than a merger or consolidation which would result in the Voting Securities (as defined below) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; provided, however, that following the Company’s registration of the offering of any securities of the Company under the Securities Act of 1933, as amended, and during such period as the Company shall be subject to the reporting requirements of the Exchange Act, a “Change of Control” shall also be deemed to have occurred if: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s then outstanding Voting Securities (as defined below), increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person, or (B) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

(e)For purposes of this Agreement, “Enterprise” shall mean the Company, any subsidiary of the Company, and any other corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, employee benefit plan or other Enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, partner, managing member, fiduciary, employee, or agent.

(f)For purposes of this Agreement, “Expenses” shall include, without limitation, all attorneys’ and other advisors’ fees and expenses, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements, or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, any threatened, pending, or completed Proceeding.

(g)For purposes of this Agreement, “Independent Counsel” shall mean an attorney or firm of attorneys who shall not have performed services for the Company or Indemnitee within the last three (3) years and who shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned, or delayed).

11

(h)For purposes of this Agreement, “Proceeding” shall include any actual, threatened, pending, or completed claim, demand, action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, pending, or completed proceeding, whether brought by or in the right of the Company, by a third party, or otherwise and whether civil (including, without limitation, intentional or unintentional tort claims), criminal, administrative, or investigative in nature, in which Indemnitee was, is, may be, or will be involved as a party, witness, or otherwise, by reason of Indemnitee’s status as a director or officer of the Company, by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, general partner, managing member, fiduciary, employee, or agent of any other Enterprise (in each case whether or not he or she is acting or serving in any such capacity or has such status at the time any Losses are incurred for which indemnification or advancement of Expenses can be provided under this Agreement), or any foreign equivalent of the foregoing.

(i)For purposes of this Agreement, “Voting Securities” mean shall mean any securities of the Company that vote generally in the election of directors.

12.Notice.  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed received: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by United States certified or first-class mail, with postage prepaid and addressed to the recipient, on the third (3rd) business day after the date postmarked; and (iii) if sent by overnight Federal Express delivery or any other nationally-recognized overnight delivery service, on the next business day after having been deposited for delivery.  Addresses for notice to either party are as shown on the signature page of this Agreement, or such other address as a party to this Agreement shall have furnished to the other party in writing.  All notices, requests, demands, or other communications under this Agreement addressed to the Company shall be directed to the attention of the Company’s Chief Executive Officer.

13.Remedies of Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 3(c) of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 3(b) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware of Indemnitee’s entitlement to such indemnification and/or advancement of Expenses.  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b)In the event that a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under

12

Section 3(b).

(c)If a determination shall have been made pursuant to Section 3(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)In the event that Indemnitee, pursuant to this Section 13, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery.

(e)The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within twenty (20) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.

(f)In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee shall be entitled to advancement of Expenses, including, without limitation, for attorneys’ fees and disbursements reasonably incurred by the Indemnitee, in accordance with the terms set forth in Section 3(d) of this Agreement.

(g)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the applicable Proceeding.

14.Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

15.Effective Date.  The provisions of this Agreement shall cover any and all Proceedings whether now pending or hereafter commenced and shall be retroactive to cover any and all acts

13

or omissions or alleged acts or omissions which heretofore have taken place.  The Company shall be liable under this Agreement, to the extent specified herein, for all acts and omissions of the Indemnitee while serving as a director and/or officer, notwithstanding the termination of the Indemnitee’s service, if such act was performed or omitted to be performed during the term of the Indemnitee’s service to the Company.

16.Duration of Agreement; Binding Effect.

(a)This Agreement shall survive and continue even though the Indemnitee may have terminated his or her service as a director, officer, employee, agent, or fiduciary of the Company or as a director, officer, partner, employee, agent, or fiduciary of any other entity or Enterprise, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust, or other enterprise or by reason of any act or omission by the Indemnitee in any such capacity.

(b)This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated or merged, and shall inure to the benefit of the Indemnitee and his or her spouse, successors, assigns, heirs, devisees, executors, administrators, or other legal representatives.  The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Company and the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.  Without limiting the foregoing and notwithstanding anything in this Agreement to the contrary, any corporation that becomes a direct or indirect parent company of the Company through any form of merger, consolidation, recapitalization, or similar transaction shall automatically become a joint and several obligor with the Company of the obligations owed to the Indemnitee under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(c)The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer and/or director of the Company or another Enterprise.

17.Third-Party Beneficiary.  The Independent Counsel and any spouse of an Indemnitee are express third-party beneficiaries of this Agreement, and may specifically enforce the Company’s obligations hereunder as though a party hereunder.

18.Choice of Law.  This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof.

14

19.Consent to Exclusive Jurisdiction.  The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted, and continued only in the Court of Chancery of the State of Delaware, which shall be the exclusive and only proper forum for adjudicating such claim.

20.Integration and Entire Agreement.  This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings, and agreements relating to the subject matter hereof between the parties hereto.

21.Amendment and Termination.  No amendment, modification, termination, waiver, or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

22.Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives, and assigns.

23.Severability.  Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court order or applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law or public policy, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

24.Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

25.Counterparts.  This Agreement may be executed in two or more counterparts and by facsimile (including in PDF form), each of which shall constitute an original, but all of which together shall constitute one and the same instrument.

[Signatures Follow on Next Page]

15

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first above written.

		JACK COOPER HOLDINGS CORP.
		By:	/s/ Theo Ciupitu
			Signature of Authorized Signatory
		Theo Ciupitu, Executive Vice President
		Print Name and Title
		Address:		1100 Walnut Street
				Suite 2400
				Kansas City, MO 64106
AGREED TO AND ACCEPTED BY:
INDEMNITEE:
/s/ Gerry Czarnecki
Signature
Gerry Czarnecki
Print Name
Company
Position(s):	Director
Address:	636 Francersca Lane
	Boca Raton, FL 33487

16

EX-12.1

Exhibit 12.1

JACK COOPER  HOLDINGS CORP.

Computation of Ratio of Earnings to Fixed Charges

(Unaudited)

	Years Ended December 31,
(in thousands)	2015			2014			2013			2012			2011
Earnings:
Loss before income taxes	$	(68,887	)	$	(61,515	)	$	(53,273	)	$	(5,491	)	$	(26,242	)
Less:
Net loss (income)attributable to noncontrolling interests	—			—			—			417			(44		)
Add:
Fixed charges	51,639			47,228			63,287			30,400			26,233
Total Earnings:	$	(17,248	)	$	(14,287	)	$	10,014		$	25,326		$	(53	)
Fixed Charges:
Interest Expense	46,984			41,499			59,631			26,762			23,303
Approximation of interest in rental expense	4,655			5,729			3,656			3,638			2,930
Total Fixed Charges:	$	51,639		$	47,228		$	63,287		$	30,400		$	26,233
Ratio of Earnings to Fixed Charges (a)	N/A			N/A			0.16			0.83			N/A

We computed the ratio of earnings to fixed charges by dividing earnings by the sum of our fixed charges. For purposes of computing this ratio, “earnings” calculated in accordance with Item 503(d) of Regulation S-K consisted of (i) net loss before income taxes less (ii) net loss (income) attributable to non-controlling interest plus (iii) fixed charges. “Fixed charges” calculated in accordance with Item 503(d) of regulation S-K consisted of interest on all indebtedness, amortization of debt expense, plus an approximation of interest in rental expense. For purposes of this calculation, management estimates approximately one-third of rent expense consists of interest expense.

(a)       Earnings were insufficient to cover fixed charges by $68.9 million, $61.5 million and $26.3 million for the years ended December 31, 2015, 2014 and 2011 respectively.

EX-21.1

Exhibit 21.1

Subsidiaries of Jack Cooper Enterprises, Inc.

Jack Cooper Holdings Corp.

Jack Cooper Transport Company, Inc.

Pacific Motor Trucking Company

Auto Handling Corporation

Jack Cooper Specialized Transport, Inc.

Jack Cooper Logistics, LLC

Auto Export Shipping, Inc.

Axis Logistic Services, Inc.,

Jack Cooper CT Services, Inc.

Jack Cooper Rail and Shuttle, Inc.

Jack Cooper Transport Canada, Inc.

Jack Cooper Canada GP 1 Inc.

Jack Cooper Canada 1 Limited Partnership

Jack Cooper Canada GP 2 Inc.

Jack Cooper Canada 2 Limited Partnership

JCSV I, LLC

JCSV II, LLC

JCSV III, LLC.

JCSV Dutch B.V.

JCSV Dutch CoöperatiefU.A.

JCSV Dutch 1 C.V.

JCSC Netherlands 2 C.V.

JCH Mexico, S. de R.L. de C.V.

AXIS Operadora Hermosillo SA,

AXISOperadora Mexico SA,

AXIS Operadora Guadalajara SA,

AXIS Operadora Monterrey SA,

AXIS Logistica SRL

Areta SRL

AXIS Traslados SRL

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Jack Cooper Holdings Corp.:

We consent to the use of our report dated March 17, 2016, except for Notes 5 and 16, which are as of April 11, 2016, with respect to the consolidated balance sheets of Jack Cooper Holdings Corp. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive loss, cash flows, and stockholders’ deficit for each of the years in the three-year period ended December 31, 2015, included herein, and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Kansas City, Missouri
April 11, 2016

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated July 31, 2014 with respect to the consolidated financial statements of Allied Systems Holdings, Inc., included in the Registration Statement on Form S-4 of Jack Cooper Holdings Corp. We consent to the inclusion of said report in the Registration Statement and Prospectus of Jack Cooper Holdings Corp. on Form S-4, and to the use of our name as it appears under the caption “Experts”.

/S/ Grant Thornton

Atlanta, Georgia

April 11, 2016

EX-23.6

Exhibit 23.6

CONSENT OF FREEDONIA CUSTOMER RESEARCH, A DIVISION OF MARKETRESEARCH.COM

Freedonia Customer Research, a division of MarketResearch.com (“Freedonia”) hereby consents to the references by Jack Cooper Holdings, Corp. (the “Company”) to Freedonia’s market and industry data and information from its report dated January 15, 2015, which data and information are cited in the Company’s Registration Statement on Form S-4 and any amendments thereto filed by the Company with the U.S. Securities and Exchange Commission (the “Registration Statement”) and to the use of Freedonia’s name in connection with the use of such data and information in the Registration Statement.  Freedonia also hereby consents to the filing of this consent as an exhibit to the Registration Statement.

FREEDONIA CUSTOMER RESEARCH, a division of MarketResearch.com
By:	/s/ Andrew Fauver
Name: Andrew Fauver
Title: President — Freedonia Customer Research, a division of MarketResearch.com
Date: April 11, 2016

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)  o

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Raymond S. Haverstock

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 466-6299

(Name, address and telephone number of agent for service)

JACK COOPER HOLDINGS CORP.

SEE TABLE OF ADDITIONAL REGISTRANTS ON FOLLOWING PAGE

(Issuer with respect to the Securities)

Delaware	26-4822446
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1100 Walnut Street, Suite 2400 Kansas City, Missouri	64106
(Address of Principal Executive Offices)	(Zip Code)

9.25% Senior Secured Notes Due 2020

Guarantees of 9.25% Senior Secured Notes Due 2020

(Title of the Indenture Securities)

TABLE OF ADDITIONAL REGISTRANTS

Exact name of Registrant as specified in its Charter*State or other

Jurisdiction of

Incorporation or

OrganizationI.R.S.

Employee

Identification

Number

Jack Cooper Specialized Transport, Inc.	Delaware	45 3178881
Auto Export Shipping, Inc.	New Jersey	22 3641346
Axis Logistic Services, Inc.	Delaware	46 4212904
Jack Cooper CT Services, Inc.	Delaware	46 4213523
Jack Cooper Rail and Shuttle, Inc.	Delaware	46 4217801
Auto Handling Corporation	Delaware	73 0934011
Jack Cooper Logistics, LLC	Delaware	27 4023433
Jack Cooper Transport Company, Inc.	Delaware	73 0493030
Pacific Motor Trucking Company	Missouri	73 1327203

*The address of the principal executive offices of all of the registrants is 1100 Walnut Street, Suite 2400, Kansas City, Missouri 64106.

2

FORM T-1

Item 1.GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1.A copy of the Articles of Association of the Trustee.*

2.A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.A copy of the existing bylaws of the Trustee.**

5.A copy of each Indenture referred to in Item 4.  Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.Report of Condition of the Trustee as of December 31, 2015 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR,  Registration Number 333-199863 filed on November 5, 2014.

3

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 31st of March, 2016.

By:	/s/ Raymond S. Haverstock
	Raymond S. Haverstock
	Vice President

4

Exhibit 2

5

Exhibit 3

6

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: March 31, 2016

By:	/s/ Raymond S. Haverstock
	Raymond S. Havertock
	Vice President

7

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2015

($000’s)

	12/31/2015
Assets
Cash and Balances Due From	$	11,116,460
Depository Institutions
Securities	105,221,515
Federal Funds	66,242
Loans & Lease Financing Receivables	259,137,459
Fixed Assets	4,356,531
Intangible Assets	13,140,000
Other Assets	24,420,027
Total Assets	$	417,458,234
Liabilities
Deposits	$	310,443,288
Fed Funds	1,617,316
Treasury Demand Notes	0
Trading Liabilities	989,983
Other Borrowed Money	46,198,790
Acceptances	0
Subordinated Notes and Debentures	3,150,000
Other Liabilities	12,012,892
Total Liabilities	$	374,412,269
Equity
Common and Preferred Stock	18,200
Surplus	14,266,400
Undivided Profits	27,904,230
Minority Interest in Subsidiaries	857,135
Total Equity Capital	$	43,045,965
Total Liabilities and Equity Capital	$	417,458,234

8

EX-99.1

Exhibit 99.1

JACK COOPER HOLDINGS CORP.

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

$375,000,000 AGGREGATE PRINCIPAL AMOUNT OF 9.25% SENIOR SECURED NOTES DUE 2020,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OF ITS OUTSTANDING 9.25% SENIOR SECURED NOTES DUE 2020 WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON       , 2016 (THE “EXPIRATION DATE”) UNLESS THE OFFER IS EXTENDED.  TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON       , 2016.

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

By Regular Mail, Registered Certified Mail, or
Overnight Courier or Hand Delivery:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attn: Specialized Finance

By Hand Delivery:
U.S. Bank National Association
60 Livingston Avenue
1st Floor - Bond Drop Window
St. Paul, Minnesota 55107

By Facsimile Transmission
(eligible institutions only):
(651) 466-7372

For Confirmation by
Telephone:
(800) 934-6802

For Information by Telephone:

The Exchange Agent at (800) 934-6802
or the Issuer at (770) 240-0145

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.  THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

This Letter of Transmittal is being furnished by Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”), and certain of the Issuer’s subsidiaries (each, a “Guarantor” and, collectively, the “Guarantors”), in connection with its offer to exchange its $375,000,000 aggregate principal amount 9.25% Senior Secured Notes due 2020 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 9.25% Senior Secured Notes due 2020 which have not been registered under the Securities Act (the “Original Notes”).  The Issuer has prepared and delivered to holders of the Original Notes a prospectus, dated           , 2016 (as it may be amended or supplemented from time to time, the “Prospectus”).  The Prospectus and this letter of transmittal (this “Letter of Transmittal”) together constitute the Issuer’s offer (the “Exchange Offer”).

The Original Notes are guaranteed (the “Old Guarantees”) by the Guarantors and the Exchange Notes will be guaranteed (the “New Guarantees”) by the Guarantors.  Under the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all

Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Original Notes for which such Exchange Notes are issued in the Exchange Offer.  Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Notes” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Original Notes” include the related Old Guarantees.

Holders of Original Notes should complete this Letter of Transmittal either if Original Notes are to be forwarded herewith or if tenders of Original Notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at the book-entry transfer facility specified by the holder pursuant to the procedures set forth in “The Exchange Offer—Procedures for Tendering” in the Prospectus and an “Agent’s Message” (as defined below) is not delivered.  If tender is being made by book-entry transfer, the holder must have an Agent’s Message delivered in lieu of this Letter of Transmittal.

Holders of Original Notes whose certificates for such Original Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis must tender their Original Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus.

Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Original Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Original Notes are held of record by The Depository Trust Company (“DTC”).

For each Original Note accepted for exchange, the holder of such Original Note will receive an Exchange Note having a principal amount equal to that of the surrendered Original Note.  The Exchange Notes will bear interest at a rate of 9.25% per annum from, and including,         .  Interest on the Exchange Notes will be payable semiannually in arrears on June 1 and December 1 of each year, beginning on           .  The Exchange Notes will mature on June 1, 2020.  The terms of the Exchange Notes are substantially identical to the terms of the Original Notes, except that the Exchange Notes have been registered under the Securities Act and are free of any obligation regarding registration.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM.  THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.  QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL or to the issuer at the telephone number on the front page of this letter of Transmittal.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Original Notes to which this Letter of Transmittal relates.  If the space provided below is inadequate, the certificate numbers and aggregate principal amounts of Original Notes should be listed on a separate signed schedule affixed hereto.

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All Tendering Holders Complete Box 1*:

Description of Original Notes Tendered Herewith

Name(s) and Address(es) of
Registered Holder(s) Certificate or
Registration Number(s)
of Original Notes** Aggregate Principal
Amount Represented
by Original Notes Aggregate Principal
Amount of Original
Notes Being
Tendered***

*If the space provided is inadequate, list the certificate numbers and principal amount of Original Notes on a separate signed schedule and attach the list to this Letter of Transmittal.

**Need not be completed by book-entry holders.

***The minimum permitted tender is $2,000 in principal amount.  All tenders must be in the amount of $2,000 or in integral multiples of $1,000 in excess thereof.  Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal amount represented by such Original Notes.  See instruction 2.

Box 2
Book—Entry Transfer

oCHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Holders of Original Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (“ATOP”), for which the transaction will be eligible.  DTC participants that are accepting the Exchange Offer must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC.  DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Original Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Original Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.  Each DTC participant transmitting an acceptance of the Exchange Offer through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal.  Delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message.  DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

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Box 3
Notice of Guaranteed Delivery
(See Instruction 1 below)

¨CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Name of Eligible Guarantor Institution that Guaranteed Delivery:

Date of Execution of Notice of Guaranteed Delivery:

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Box 4
Return of Non-Exchanged Original Notes
Tendered by Book-Entry Transfer

oCHECK HERE IF ORIGINAL NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED ORIGINAL NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

Box 5
Participating Broker-Dealer

oCHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ORIGINAL NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is acquiring the Exchange Notes in the ordinary course of business and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes.  If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.  A broker-dealer may not participate in the Exchange Offer with respect to Original Notes acquired other than as a result of market-making activities or other trading activities.  Any broker-dealer who purchased Original Notes from the Issuer to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

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Box 6
SPECIAL REGISTRATION INSTRUCTIONS
(See Instructions 4 and 5)

To be completed ONLY if certificates for the Original Notes are not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Original Notes whose name(s) appear(s) above.

Issue:	o Original Notes not tendered to:
	o Exchange Notes to:
Name(s):
	(Please Print or Type)
Address:
	(Include Zip Code)
Daytime Area Code and Telephone Number.
Taxpayer Identification or Social Security Number:

Box 7
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)

To be completed ONLY if certificates for the Original Notes not tendered and/or certificates for the Exchange Notes are to be sent in the name of someone other than the registered holder(s) of the Original Notes whose name(s) appear(s) above.

Issue:	o Original Notes not tendered to:
	o Exchange Notes to:
Name(s):
	(Please Print or Type)
Address:
	(Include Zip Code)
Daytime Area Code and Telephone Number.
Taxpayer Identification or Social Security Number:

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NOTE:  SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate principal amount of the Original Notes indicated above.  Subject to, and effective upon, the acceptance for exchange of all or any portion of the Original Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Original Notes as are being tendered herewith.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer in connection with the Exchange Offer) with respect to the tendered Original Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such Original Notes, or transfer ownership of such Original Notes on the account books maintained by the book-entry transfer facility specified by the holder(s) of the Original Notes, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuer, (2) present and deliver such Original Notes for transfer on the books of the Issuer and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Original Notes, all in accordance with the terms of the Exchange Offer.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Original Notes tendered hereby, (b) when such tendered Original Notes are accepted for exchange, the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Original Notes tendered for exchange are not subject to any adverse claims or proxies when accepted by the Issuer.  The undersigned hereby further represents that (a) any Exchange Notes acquired in exchange for Original Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, (b) neither the holder of such Original Notes nor any such other person, at the time of the commencement and consummation of the Exchange Offer, has entered into any arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (c) if the holder or any such other person is an “affiliate” of the Issuer within the meaning of Rule 405 of the Securities Act, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable to it, (d) if the holder or any such other person is not a broker-dealer, it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes, and (e) the undersigned is not acting on behalf of any persons or entities who cannot truthfully make the foregoing representations.  If the undersigned is a broker-dealer, the undersigned makes the representations to the Issuer that are described in the immediately following paragraph.  If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

The undersigned also acknowledges that the Exchange Offer is being made based on the Issuer’s understanding of interpretations of the staff of the Securities and Exchange Commission (the “SEC”) contained in Exxon Capital Holdings Corp., SEC no-action letter (available May 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (available June 5, 1991) and Shearman & Sterling, SEC no-action letter (available July 2, 1993), or similar no-action letters, that the Exchange Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such Exchange Notes directly from the Issuer for resale pursuant to Rule 144A under the

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Securities Act or any other available exemption under the Securities Act or any such holder that is an affiliate of the Issuer or an affiliate of any Guarantor within the meaning of Rule 405 of the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such Exchange Notes and has no arrangement or understanding with any person to participate in a distribution of such Exchange Notes.  If a holder of the Original Notes is an affiliate of the Issuer or an affiliate of any Guarantor, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (x) may not rely on the applicable interpretations of the staff of the SEC and (y) in the absence of an exception from the position stated immediately above, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes.  If the undersigned is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Original Notes, it represents that the Original Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a Prospectus in connection with any resale or transfer of such Exchange Notes; provided, however, that by so acknowledging and by delivering a Prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Original Notes or transfer ownership of such Original Notes on the account books maintained by the book-entry transfer facility.  The undersigned further agrees that acceptance of any and all validly tendered Original Notes by the Issuer and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuer of its obligations with respect to the undersigned under the Registration Rights Agreements, dated June 18, 2013 and November 7, 2013, among the Issuer, the guarantors named therein, Wells Fargo Securities, LLC and Barclays Capital Inc. (as amended, modified or supplemented as of the date hereof, the “Registration Rights Agreements”), and that the Issuer shall have no further obligations or liabilities thereunder with respect to the undersigned except as provided in Section 8 (indemnification) of such agreements.  The undersigned will comply with its obligations under the Registration Rights Agreements.

The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer—Conditions.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuer), as more particularly set forth in the Prospectus, the Issuer may not be required to exchange any of the Original Notes tendered hereby and, in such event, the Original Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer.  In addition, the Issuer may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offer—Conditions” occur.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, administrators, trustees in bankruptcy and legal representatives of the undersigned.  Tendered Original Notes may be withdrawn at any time prior to the Expiration Date in accordance with the procedures set forth in the terms of this Letter of Transmittal.

Unless otherwise indicated herein in the box entitled “Special Registration Instructions,” please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Original Notes for any Original Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the Original Notes, please credit the account indicated above.  Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions,” please send the Exchange Notes (and, if applicable, substitute certificates representing the Original Notes for any Original Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Original Notes Tendered Herewith.”

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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF ORIGINAL NOTES TENDERED HEREWITH” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX.

Box 8
TENDERING HOLDER(S) SIGN HERE
(Complete accompanying Form W-9)

Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Original Notes) of the Original Notes exactly as their name(s) appear(s) on the Original Notes hereby tendered or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith.  If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person.  See Instruction 4.

(Signature(s) of Holder(s))

Date:

Name(s):

   (Please Type or Print)

Capacity (full title):

Address:

   (Include Zip Code)

Daytime Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

GUARANTEE OF SIGNATURE(S)
(If Required—See Instruction 4)

Authorized Signature:

Date:

Name:

Title:

Name of Firm:

Address of Firm:

         (Include Zip Code)

Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

Please do not send certificates for Original Notes directly to the Issuer.  Your certificates for Original Notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent at the address set forth on the first page hereof.  The method of delivery of Original Notes, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent.  If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended.  In all cases, sufficient time should be allowed to ensure timely delivery.

1.Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

A holder of Original Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Original Notes) may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Original Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below or (iii) complying with the guaranteed delivery procedures described below.

Holders who wish to tender their Original Notes and (i) whose Original Notes are not immediately available or (ii) who cannot deliver their Original Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot comply with the book-entry transfer procedures on a timely basis, must tender their Original Notes pursuant to the guaranteed delivery procedure set forth in “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus and by completing Box 3.  Holders may tender their Original Notes if:  (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) the Exchange Agent receives (by facsimile transmission, mail or hand delivery), on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal that (a) sets forth the name and address of the holder of Original Notes, if applicable, the certificate number(s) of the Original Notes to be tendered and the principal amount of Original Notes tendered; (b) states that the tender is being made thereby; and (c) guarantees that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal, or a facsimile thereof, together with the Original Notes or a book-entry confirmation, and any other documents required by this Letter of Transmittal, will be deposited by the Eligible Guarantor Institution with the Exchange Agent; or (iii) the Exchange Agent receives a properly completed and executed Letter of Transmittal, or facsimile thereof and the certificate(s) representing all tendered Original Notes in proper form or a confirmation of book-entry transfer of the Original Notes into the Exchange Agent’s account at the appropriate book-entry transfer facility and all other documents required by this Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

Any Holder who wishes to tender Original Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Original Notes prior to the Expiration Date.  Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

No alternative, conditional, irregular or contingent tenders will be accepted.  Each tendering holder, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Original Notes for exchange.

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2.Partial Tenders; Withdrawals.

Tenders of Original Notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000 in excess thereof.  If less than the entire principal amount of Original Notes evidenced by a submitted certificate is tendered, the tendering holder(s) must fill in the aggregate principal amount of Original Notes tendered in the column entitled “Description of Original Notes Tendered Herewith” in Box 1 above.  A newly issued certificate for the Original Notes submitted but not tendered will be sent to such holder promptly after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal.  All Original Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise clearly indicated.  Original Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date, after which tenders of Original Notes are irrevocable.

To be effective with respect to the tender of Original Notes, a written notice of withdrawal (which may be by telegram, telex, facsimile or letter) must:  (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Issuer notifies the Exchange Agent that it has accepted the tender of Original Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Original Notes to be withdrawn; (iii) identify the Original Notes to be withdrawn (including the principal amount of such Original Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Original Notes and the principal amount of Original Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Original Notes exchanged; (v) specify the name in which any such Original Notes are to be registered, if different from that of the withdrawing holder; and (vi) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee).  The Exchange Agent will return the properly withdrawn Original Notes promptly following receipt of notice of withdrawal.  If Original Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Original Notes or otherwise comply with the book-entry transfer facility’s procedures.  All questions as to the validity, form and eligibility of notices of withdrawals, including time of receipt, will be determined by the Issuer, and such determination will be final and binding on all parties.

Any Original Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer.  Any Original Notes which have been tendered for exchange but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Original Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Original Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer.  Properly withdrawn Original Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer—Procedures for Tendering” in the Prospectus at any time prior to the Expiration Date.

Neither the Issuer, any affiliate or assigns of the Issuer, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

3.Beneficial Owner Instructions.

Only a holder of Original Notes (i.e., a person in whose name Original Notes are registered on the books of the registrar or, in the case of Original Notes held through book-entry, such book-entry transfer facility specified by the holder), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal.  Any beneficial owner of Original Notes who wishes to accept the Exchange Offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the “Instructions to Registered Holder from Beneficial Owner” form accompanying this Letter of Transmittal.

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4.Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Original Notes) of the Original Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the certificates (or on such security listing) without alteration, addition, enlargement or any change whatsoever.

If any of the Original Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Original Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Original Notes.

When this Letter of Transmittal is signed by the registered holder(s) of Original Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Original Notes) listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.  If, however, this Letter of Transmittal is signed by a person other than the registered holder(s) of the Original Notes listed or the Exchange Notes are to be issued, or any untendered Original Notes are to be reissued, to a person other than the registered holder(s) of the Original Notes, such Original Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Issuer and duly executed by the registered holder, in each case signed exactly as the name or names of the registered holder(s) appear(s) on the Original Notes and the signatures on such certificates must be guaranteed by an Eligible Guarantor Institution.  If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, submit proper evidence satisfactory to the Issuer, in their sole discretion, of such persons’ authority to so act.

Endorsements on certificates for the Original Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Original Notes are tendered:  (i) by a registered holder (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Original Notes) who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution.

5.Special Registration and Delivery Instructions.

Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or certificates for Original Notes not exchanged are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal.  In the case of issuance in a different name, the tax identification number or social security number of the person named must also be indicated.  A holder tendering the Original Notes by book-entry transfer may request that the Original Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.  See Box 4.

If no such instructions are given, the Exchange Notes (and any Original Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at the applicable book-entry transfer facility.

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6.Transfer Taxes.

The Issuer shall pay or cause to be paid all transfer taxes, if any, applicable to the transfer and exchange of the Original Notes for the Exchange Notes pursuant to the Exchange Offer.  If, however, the Exchange Notes are delivered to or issued in the name of a person other than the registered holder of the Original Notes tendered, or if a transfer tax is imposed for any reason other than the transfer and exchange of Original Notes to the Issuer or their order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder.  If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Original Notes listed in this Letter of Transmittal.

7.Waiver of Conditions.

The Issuer reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

8.Mutilated, Lost, Stolen or Destroyed Securities.

Any holder whose Original Notes have been mutilated, lost, stolen or destroyed, should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions.  The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s).  This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been completed.

9.No Conditional Tenders; No Notice of Irregularities.

No alternative, conditional, irregular or contingent tenders will be accepted.  All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.  The Issuer reserves the right, in its reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Original Notes.  The Issuer’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties.  Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within such time as the Issuer shall determine.  Although the Issuer intends to notify holders of defects or irregularities with respect to tenders of Original Notes, neither the Issuer, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification.  Tenders of Original Notes will not be deemed to have been made until such defects or irregularities have been cured or waived.  Any Original Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder promptly following the Expiration Date.

10.Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof or to the Issuer at the telephone number set forth on the first page hereof.

IMPORTANT:  THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF ORIGINAL NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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IMPORTANT TAX INFORMATION

Under current U.S. federal income tax law, a tendering holder whose Original Notes are accepted for exchange or other payee may be subject to backup withholding unless, in the case of a holder or other payee who is a U.S. Person (as defined in the enclosed “Form W-9”), such holder or other payee provides the Exchange Agent with either (i) such holder or other payee’s correct taxpayer identification number (“TIN”) on the Form W-9 attached hereto, certifying (A) that the TIN provided on Form W-9 is correct (or that such holder or other payee is awaiting a TIN), (B) that such holder or other payee is not subject to backup withholding because (x) such holder or other payee is exempt from backup withholding, (y) such holder or other payee has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified such holder or other payee that he or she is no longer subject to backup withholding and (C) that such holder or other payee is a U.S. Person; or (ii) an adequate basis for exemption from backup withholding.  If such holder of Original Notes or other payee is an individual, the TIN is such holder or other payee’s social security number.  If the Exchange Agent is not provided with the correct TIN, the holder of Original Notes or other payee may also be subject to certain penalties imposed by the Internal Revenue Service and any payments that are made to such holder or other payee may be subject to backup withholding (see the enclosed “Form W-9”).  Such payments generally will be subject to information reporting, even if the Exchange Agent is provided with a TIN.  A holder who does not have a TIN may check the “Awaiting TIN Certification” box located after Form W-9 if the surrendering holder of Original Notes or other payee has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future.  If the “Awaiting TIN Certification” box is checked, the holder of Original Notes or other payee must also complete the enclosed Certificate of Awaiting Taxpayer Identification Number in order to avoid backup withholding.  Notwithstanding that the “Awaiting TIN Certification” box is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent and, if the Exchange Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service.  The holder of Original Notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Original Notes.  If the Original Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Form W-9” for additional guidance on which number to report.

Certain persons (including, among others, certain non-U.S. Persons) are not subject to these backup withholding and reporting requirements.  Exempt U.S. Persons should indicate their exempt status on the Form W-9.  In order for a non-U.S. Person to qualify as an exempt recipient, the non-U.S. Person must submit a Form W-8BEN or W-8BEN-E (or other appropriate type of Internal Revenue Service Form W-8), signed under penalties of perjury, attesting to that non-U.S. Person’s exempt status.  A Form W-8BEN or W-8BEN-E (or other appropriate type of Internal Revenue Service Form W-8) can be obtained from the Exchange Agent.  Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the Exchange Agent is required to withhold 28% of any payments made to the holder of Original Notes or other payee.  Backup withholding is not an additional tax.  Rather, the amount of U.S. federal income tax withheld will be creditable against the U.S. federal income tax liability of a person subject to backup withholding.  If backup withholding results in an overpayment of U.S. federal income tax, a refund may be obtained from the Internal Revenue Service, provided the required information is timely furnished.  The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

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requester. Do not certain entities, not individuals; see Exempt payee code (if any) TIN on page 3. or Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. U.S. person  Date  General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following: • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Form W-9 (Rev. 12-2014) Cat. No. 10231X Sign Here Signature of Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Employer identification number – Part II Certification Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the send to the IRS. Print or type See Specific Instructions on page 2. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: Individual/sole proprietor or C Corporation S Corporation PartnershipTrust/estate single-member LLC Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)  Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. 4 Exemptions (codes apply only to instructions on page 3): Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) Other (see instructions)  5 Address (number, street, and apt. or suite no.) Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a Social security number – –

Page 2 Form W-9 (Rev. 12-2014) Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States: • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships above. What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Page 3 Form W-9 (Rev. 12-2014) Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3. Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.” Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. IF the payment is for . . . THEN the payment is exempt for . . . Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 52 Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4

Page 4 Form W-9 (Rev. 12-2014) Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester 3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2. *Note. Grantor also must provide a Form W-9 to trustee of trust. Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338). Visit IRS.gov to learn more about identity theft and how to reduce your risk. 1 Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. Circle the minor’s name and furnish the minor’s SSN. 2 For this type of account: Give name and SSN of: 1. Individual 2. Two or more individuals (joint account) 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 5. Sole proprietorship or disregarded entity owned by an individual 6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) The individual The actual owner of the account or, if combined funds, the first 1 individual on the account The minor2 The grantor-trustee The actual owner1 The owner3 The grantor* For this type of account: Give name and EIN of: 7. Disregarded entity not owned by an individual 8. A valid trust, estate, or pension trust 9. Corporation or LLC electing corporate status on Form 8832 or Form 2553 10. Association, club, religious, charitable, educational, or other tax-exempt organization 11. Partnership or multi-member LLC 12. A broker or registered nominee 13. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 14. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i) (B)) The owner Legal entity4 The corporation The organization The partnership The broker or nominee The public entity The trust

AWAITING TIN CERTIFICATION o

CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (1) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration office or (2) I intend to mail or deliver an application in the near future.  I understand that if I do not provide a Taxpayer Identification Number by the time of payment, all reportable cash payments payable to me thereafter will be subject to backup withholding.

Signature: Date:

NON-U.S. HOLDERS:  IN LIEU OF COMPLETING THE FORM W-9, EACH NON-U.S. HOLDER MUST SUBMIT THE APPLICABLE IRS FORM W-8 (SEE IMPORTANT TAX INFORMATION).

EX-99.2

Exhibit 99.2

JACK COOPER HOLDINGS CORP.

NOTICE OF GUARANTEED DELIVERY

OFFER TO EXCHANGE

$375,000,000 AGGREGATE PRINCIPAL AMOUNT OF 9.25% SENIOR SECURED NOTES DUE 2020, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
 FOR ANY AND ALL OF ITS OUTSTANDING 9.25% SENIOR SECURED NOTES DUE 2020 WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

This form, or one substantially equivalent hereto, must be used to accept the Exchange Offer made by Jack Cooper Holdings Corp., a Delaware corporation (the “Issuer”), and the Guarantors, pursuant to the Prospectus, dated             , 2015 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), if the certificates for the Original Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach U.S. Bank National Association (the “Exchange Agent”) prior to 5:00 P.M., New York City time, on the Expiration Date of the Exchange Offer.  Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to, and must be received by, the Exchange Agent as set forth below.  In addition, in order to utilize the guaranteed delivery procedures to tender the Original Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date of the Exchange Offer.  Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

By Regular Mail, Registered Certified Mail, or
Overnight Courier:

U.S. Bank National Association

60 Livingston Avenue

St. Paul, Minnesota 55107

Attn: Specialized Finance

By Hand Delivery:
60 Livingston Avenue

1st Floor — Bond Drop Window

St. Paul, Minnesota 55107

By Facsimile Transmission
(eligible institutions only):

(651) 466-7372

For Confirmation by Telephone:
(800) 934-6802

For Information by Telephone:
The Exchange Agent at (800) 934-6802

or the Issuer at (770) 240-0145

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures.  If a signature on a Letter of Transmittal is required to be guaranteed by an eligible guarantor institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space in Box 8 provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, receipt of which is hereby acknowledged, the undersigned hereby tenders to the Issuer the principal amount of Original Notes indicated below, pursuant to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus.

Certificate Number(s) (if known) of
Original Notes or
Account Number at Book-Entry
Transfer Facility Aggregate Principal
Amount
Represented by
Original Notes Aggregate Principal Amount
of
Original Notes Being
Tendered

PLEASE COMPLETE AND SIGN

All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and the undersigned’s obligations under this Notice of Guaranteed Delivery shall be binding upon the undersigned’s heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.

(Signature(s) of Record Holder(s))

(Please Type or Print Name(s) of Record Holder(s))

(Capacity of Signatory, if signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity. See Instruction 2 below.)

Date:                     , 2015

Address:                                                             
                                                                                                 (Zip Code)

(Daytime Area Code and Telephone No.)

o Check this Box if the Original Notes will be delivered by book-entry transfer to The Depository Trust Company.

Account Number:                                 

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s) “own(s)” the Original Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Original Notes complies with Rule 14e-4 under the Exchange Act and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Original Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Original Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

Name of Firm:
		(Authorized Signature)
Address:
			(Zip Code)
Area Code and Tel. No.:
Name:
	(Please Type or Print)
Title:

Date:                 , 2015

NOTE:DO NOT SEND ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.  ORIGINAL NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offer.  The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent.  Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured.  If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested.  In all cases, sufficient time should be allowed to assure timely delivery.  For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal.  No notice of Guaranteed Delivery should be sent to the Issuer.

2.Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Original Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Original Notes without alteration, addition, enlargement or any change whatsoever.  If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Original Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Original Notes without alteration, addition, enlargement or any change whatsoever.  If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Issuer, evidence satisfactory to the Issuer of its authority so to act must be submitted with this Notice of Guaranteed Delivery.

3.Questions and Requests for Assistance or Additional Copies.

Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof or the Issuer at the telephone number set forth on the cover hereof.  Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.