Fourth Amendment to Note Purchase Agreement

THIS FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Fourth Amendment”) is entered into as of May 23, 2007 by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Company”), PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc. (“Holdings”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc . (“Panther Sub”), INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation (“Integres”), KEY TRANSPORTATION SERVICES, INC., a Texas corporation (“Integres Sub”; Company, Holdings, Panther Sub, Integres and Integres Sub are collectively referred to herein as the “Loan Parties” and each individually as a “Loan Party”), YORK STREET MEZZANINE PARTNERS L.P., YORK STREET MEZZANINE PARTNERS II, L.P., CUNA MUTUAL LIFE INSURANCE COMPANY, MEMBERS LIFE INSURANCE COMPANY, CUNA MUTUAL INSURANCE SOCIETY, CUMIS INSURANCE SOCIETY, INC. and the other lenders from time to time party to the Note Purchase Agreement (collectively, the “Lenders” and individually each a “Lender”).

WHEREAS, Company and the Lenders have entered into that certain Note Purchase Agreement dated as of January 11, 2006 (as the same has been and hereafter may be amended, modified, restated or otherwise supplemented from time to time, the “Note Purchase Agreement”);

WHEREAS, Company has requested that the Lenders agree to amend the Note Purchase Agreement in certain respects as set forth herein; and

WHEREAS, the Lenders are willing to make such amendments, in each case subject to the terms, conditions and other provisions hereof.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement.

2. Amendments. Subject to the conditions set forth below, and in reliance upon the representations and warranties of the Loan Parties set forth in the Note Purchase Agreement and in this Fourth Amendment, the Note Purchase Agreement is hereby amended as follows:

(a) Section 6.1 – Capital Expenditures. Section 6.1 of the Note Purchase Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor:

“6.1 Capital Expenditures. The Company and its Subsidiaries shall not make or commit to make Capital Expenditures for any fiscal year (or shorter

period) set forth below to exceed the amount set forth in the table below with respect to such fiscal year (or shorter period) :

“Capital Expenditures” shall be calculated in the manner set forth in Exhibit 4.2(b) .”

(b) Section 6.2 – Senior Leverage Ratio. Section 6.2 of the Note Purchase Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor:

“6.2 Senior Leverage Ratio. The Company shall not permit its Senior Leverage Ratio for the twelve month period ending on any date set forth below to be greater than the maximum ratio set forth in the table below opposite such date:

“Senior Leverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(c) Section 6.3 – Fixed Charge Coverage Ratio. Section 6.3 of the Note Purchase Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor:

“6.3 Fixed Charge Coverage Ratio. The Company shall not permit its Fixed Charge Coverage Ratio for the twelve month period ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date:

“Fixed Charge Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).”

(d) Section 6.4 – Interest Coverage Ratio. Section 6.4 of the Note Purchase Agreement is hereby amended by deleting such section in its entirety and substituting the following therefor :

“6.4 Interest Coverage Ratio. The Company shall not permit its Interest Coverage Ratio for the twelve month period ending on any date set forth below to be less than the minimum ratio set forth in the table below opposite such date :

“Interest Coverage Ratio” shall be calculated in the manner set forth in Exhibit 4 .2(b).”

(e) Annex A – Definitions. (i) The definition of “Permitted Acquisition” in Annex A of the Note Purchase Agreement is amended by deleting clause (f) and inserting in lieu thereof the following :

“(f) no more than $5,750,000 in the aggregate principal amount of Revolving Loans may be used during any calendar year and no more than $11,500,000 in the aggregate principal amount of Revolving Loans may be used during the term of the Senior Credit Agreement to consummate all such Acquisitions;”

(ii) The definition of “Senior Debt Principal Cap Amount” in Annex A of the Note Purchase Agreement hereby is amended by deleting the number 103,500,000.” and inserting in lieu thereof the number “111,262,500.”

(f) Annex A – Definitions. Annex A of the Note Purchase Agreement hereby is further amended by inserting the following defined terms therein in appropriate alphabetical order:

““Fourth Amendment” means the Fourth Amendment to Note Purchase Agreement dated as of the Fourth Amendment Effective Date among Holdings, the Company, Panther Sub, Integres, Integres Sub and the Lenders.”

3. Conditions Precedent. The effectiveness of this Fourth Amendment is subject to the following conditions precedent:

(a) the execution and delivery of this Fourth Amendment by each of the Loan Parties, and the Majority Purchasers;

(b) delivery to the Lenders of the Reaffirmation of and Amendment to Subordination Agreement by and among Lenders, Antares Capital Corporation and the Loan Parties;

(c) the use by the Company of a portion of the proceeds of the Fourth Amendment Term Loan (as defined in the Senior Credit Agreement) to repay in full the aggregate principal amount of the Revolving Loans outstanding as of the Fourth Amendment Effective Date;

(d) the payment of all fees and expenses of the Lenders, including, the fees and expenses of Goodwin Procter LLP; and

(e) receipt by the Lenders of evidence in form and substance reasonably satisfactory to the Majority Purchasers of the corresponding amendments to the Senior Credit Agreement.

4. Representations and Warranties. Each Loan Party, jointly and severally, hereby represents and warrants to the Lenders as follows:

(a) Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;

(b) Such Loan Party has the power and authority to execute, deliver and perform its obligations under this Fourth Amendment, and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing;

(c) the execution, delivery and performance by such Loan Party of this Fourth Amendment, and each other document, agreement and instrument executed by such Loan Party in connection with each of the foregoing have been duly authorized by all necessary action;

(d) this Fourth Amendment, and each other document, agreement and instrument

executed by such Loan Party in connection with each of the foregoing constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability; and

5. No Waiver. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Note Purchase Agreement or any of the other Senior Subordinated Debt Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Lenders reserve all rights, privileges and remedies under the Senior Subordinated Debt Documents. The Note Purchase Agreement and the other Senior Subordinated Debt Documents remain unmodified and in full force and effect.

6. References. Any reference to the Note Purchase Agreement contained in any document, instrument or agreement executed in connection with the Note Purchase Agreement, including, without limitation, any Senior Subordinated Debt Document, shall be deemed to be a reference to the Note Purchase Agreement as modified by this Fourth Amendment.

7. Counterparts. This Fourth Amendment may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be executed by one or more of the parties to this Fourth Amendment and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

8. Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of Company and each other Loan Party and their successors and assigns and the Lenders and their successors and assigns.

9. Further Assurances. Each Loan Party hereby agrees from time to time, as and when requested by the Lenders, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as or Lenders may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Fourth Amendment.

10. GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

11. Severability. Wherever possible, each provision of this Fourth Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Fourth Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Fourth Amendment.

12. Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Senior Subordinated Debt Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Senior Subordinated Debt Document as security for or otherwise guaranteed the Obligations under or with respect to the Senior Subordinated Debt Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations . Each of the Loan Parties hereby consents to this Fourth Amendment and acknowledges that each of the Senior Subordinated Debt Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as specifically provided hereunder, the execution of this Fourth Amendment shall not operate as a waiver of any right, power or remedy of the Lenders, constitute a waiver of any provision of any of the Senior Subordinated Debt Documents or serve to effect a novation of the Obligations.

IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the date set forth above .


LENDERS:

YORK STREET MEZZANINE PARTNERS, L.P.

By:		York Street Capital Partners, L.L.C., its general partner

By:		/s/ Robert M. Golding
Name:		Robert M. Golding
Title:		Managing Director

YORK STREET MEZZANINE PARTNERS II, L.P.

By:		York Street Capital Partners II, L.L.C., its general partner

By:		/s/ Robert M. Golding
Name:		Robert M. Golding
Title:		Managing Director


CUNA MUTUAL INSURANCE SOCIETY

By:		/s/ John Petchler
Name:		John Petchler
Title:		Managing Director - Investments

CUMIS INSURANCE SOCIETY, INC.

By:		/s/ John Petchler
Name:		John Petchler
Title:		Managing Director - Investments

MEMBERS LIFE INSURANCE COMPANY

By:		/s/ John Petchler
Name:		John Petchler
Title:		Managing Director - Investments

CUNA MUTUAL LIFE INSURANCE COMPANY

By:		/s/ John Petchler
Name:		John Petchler
Title:		Managing Director - Investments


Fiscal Period	Capital Expenditure Limitation
For the fiscal year ending December 31, 2006	$	3,450,000

For the fiscal year ending December 31, 2007	$	3,162,500

For the fiscal year ending December 31, 2008 and for each fiscal year thereafter	$	2,875,000


Date		Maximum Senior Leverage Ratio
March 31, 2006		4.03 to 1.00
June 30, 2006		4.03 to 1.00
September 30, 2006		4.03 to 1.00
December 31, 2006		4.03 to 1.00

March 31, 2007		3.85 to 1.00
June 30, 2007		4.03 to 1.00
September 30, 2007		4.03 to 1.00
December 31, 2007		4.03 to 1.00

March 31, 2008		3.74 to 1.00
June 30, 2008		3.45 to 1.00
September 30, 2008		3.45 to 1.00
December 31, 2008		3.16 to 1.00

March 31, 2009		2.59 to 1.00
June 30, 2009		2.30 to 1.00
September 30, 2009		2.30 to 1.00


		Minimum Fixed Charge Ratio
Date		Minimum Fixed Charge Ratio
March 31, 2006		.96 to 1 .00
June 30, 2006		.96 to 1 .00
September 30, 2006		.96 to 1 .00
December 31, 2006		.96 to 1 .00

March 31, 2007		.96 to 1 .00
June 30, 2007		.96 to 1 .00
September 30, 2007		.96 to 1 .00
December 31, 2007		.96 to 1 .00

March 31, 2008		1.00 to 1 .00
June 30, 2008		1.00 to 1 .00
September 30, 2008		1.00 to 1 .00
December 31, 2008		1.00 to 1 .00

March 31, 2009		1.00 to 1 .00
June 30, 2009		1.00 to 1 .00
September 30, 2009		1.00 to 1 .00
December 31, 2009 and the last day of each fiscal quarter thereafter		1.04 to 1 .00


Date		Minimum Interest Coverage Ratio
March 31, 2006		1.96 to 1.00
June 30, 2006		1.96 to 1.00
September 30, 2006		2.04 to 1.00
December 31, 2006		2.09 to 1.00

March 31, 2007		2.13 to 1.00
June 30, 2007		1.96 to 1.00
September 30, 2007		1.96 to 1.00
December 31, 2007		1.96 to 1.00

March 31, 2008		1.96 to 1.00
June 30, 2008		2.04 to 1.00
September 30, 2008		2.04 to 1.00
December 31, 2008		2.17 to 1.00

March 31, 2009		2.39 to 1.00
June 30, 2009		2.61 to 1.00
September 30, 2009		2.61 to 1.00

December 31, 2009 and the last day of each fiscal quarter thereafter		2.83 to 1.00


COMPANY:		HOLDINGS:

PANTHER II TRANSPORTATION, INC., an Ohio corporation		PANTHER EXPEDITED SERVICES, INC., a Delaware corporation f/k/a PTHR Holdings, Inc.

By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	CFO

PANTHER SUB:		INTEGRES:

PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc.		INTEGRES GLOBAL LOGISTICS, INC., a Delaware corporation

By:	/s/ Roy Showman	By:	/s/ Roy Showman
Name:	Roy Showman	Name:	Roy Showman
Title:	CFO	Title:	Chairman

INTEGRES SUS:

KEY TRANSPORTATION SERVICES, INC., a Texas corporation

By:	/s/ Roy Showman
Name:	Roy Showman
Title:	Chairman