MASTER REAFFIRMATION AGREEMENTSecurity Agreement • June 2nd, 2006 • Panther Expedited Services, Inc. • New York
This MASTER REAFFIRMATION AGREEMENT (this “Agreement”) is made as of this 11th day of January, 2006, by and among PTHR HOLDINGS, INC., a Delaware corporation (the “Holdings”), PANTHER II TRANSPORTATION, INC., an Ohio corporation (the “Borrower”), PANTHER II, INC., an Ohio corporation f/k/a Sokolowski, Inc. (“Panther Sub”; Holdings, Borrower and Panther Sub are each referred to herein individually as an “Obligor” and together as the “Obligors”) and ANTARES CAPITAL CORPORATION, a Delaware corporation, as agent (“Agent”) for the Lenders party to the Amended and Restated Credit Agreement described below. All capitalized terms used but not elsewhere defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Credit Agreement.
AGREEMENTAgreement • June 2nd, 2006 • Panther Expedited Services, Inc. • Ohio
AGREEMENT by and between Panther II Transportation, Inc. (the “Company”), an Ohio corporation with its principal place of business at Seville, Ohio, and John J. Sliter, of Medina, Ohio (the “Executive”), effective as of the 27th day of July, 2005.
CONTRIBUTION AND SHARE PURCHASE AGREEMENT by and among PANTHER II TRANSPORTATION, INC. PTHR HOLDINGS, INC. PANTHER ACQUISITION, INC. and THE SHAREHOLDERS NAMED HEREIN Dated as of May 22, 2005Contribution and Share Purchase Agreement • June 2nd, 2006 • Panther Expedited Services, Inc. • New York
This CONTRIBUTION AND SHARE PURCHASE AGREEMENT (“Agreement”) is made and entered into this 22nd day of May, 2005, by and among Panther II Transportation, Inc., an Ohio corporation (the “Company”), PTHR Holdings, Inc. a Delaware corporation (“Holdings”), Panther Acquisition, Inc., an Ohio corporation (the “Purchaser”) and Ellen A. Amato, as trustee of the Amato FLIT Trust U/A/D 12/31/03 (the “Amato FLIT”), Craig T. Amato (“Amato”), individually and as trustee of the 1999 Craig T. Amato Grantor Retained Annuity Trust (the “GRAT” and together with the Amato FLIT, the “Amato Trusts”) and Daniel K. Sokolowski (“Sokolowski”), individually and as trustee of the Daniel K. Sokolowski Revocable Trust U/A/D 2/16/98 (the “Sokolowski Revocable Trust”) (Amato, the Amato Trusts, Sokolowski and the Sokolowski Revocable Trust are sometimes collectively referred to herein as the “Shareholders”).
90,000,000 CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 11, 2006 by and among PANTHER II TRANSPORTATION, INC., as the Borrower, ANTARES CAPITAL CORPORATION, for itself, as a Lender, and as Agent for all Lenders, GE CAPITAL...Credit Agreement • June 2nd, 2006 • Panther Expedited Services, Inc. • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of January 11, 2006, by and among PANTHER II TRANSPORTATION, INC., an Ohio corporation (the “Borrower”), ANTARES CAPITAL CORPORATION, a Delaware corporation, as agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and such other Lenders.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • June 2nd, 2006 • Panther Expedited Services, Inc.
WHEREAS, Grantor, as Borrower, has entered into an Amended and Restated Credit Agreement dated as of January 11, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with Antares Capital Corporation, as agent (“Agent”) for the benefit of all financial institutions that from time to time become lenders under the Credit Agreement (collectively, the “Lenders”), and as a Lender, providing for extensions of credit and other financial accommodations to be made to Borrower by Lenders; and
STOCKHOLDERS AGREEMENT among PTHR HOLDINGS, INC. and THE STOCKHOLDERS PARTY HERETO Dated as of June 10, 2005Stockholders Agreement • June 2nd, 2006 • Panther Expedited Services, Inc. • New York
