Common use of Administration and Amendment Clause in Contracts

Administration and Amendment. The Plan will be administered by the Compensation Committee. The Compensation Committee will have the authority to (a) determine the terms and conditions of any award under the Plan; (b) prescribe the form or forms of any instruments evidencing awards and any other instruments required under the Plan and to change such forms from time to time; (c) adopt, amend and rescind rules and regulations for the administration of the Plan; and (d) interpret the Plan and any award granted under the Plan and to decide any questions and settle all controversies and disputes that may arise in connection with the Plan or any award granted thereunder. Such determinations of the Compensation Committee will be conclusive and will bind all parties. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 9/26/05 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ CEO Date: , 200 This Borrowing Base Certificate (this “Certificate”) is given by PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), pursuant to subsection 4.2(d) of that certain Amended and Restated Credit Agreement dated as of January 11, 2006 among Borrower, Antares Capital Corporation, as agent (“Agent”), and the financial institutions party thereto as lenders (collectively, the “Lenders”), as such agreement may have been further amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The officer executing this Certificate is a Responsible Officer of Borrower and as such is duly authorized to execute and deliver this Certificate on behalf of Borrower. By executing this Certificate such officer hereby certifies to Agent and Lenders that:

Administration and Amendment. The Plan will be administered by the Compensation Committee. The Compensation Committee will have the authority to (a) determine the terms and conditions of any award under the Plan; (b) prescribe the form or forms of any instruments evidencing awards and any other instruments required under the Plan and to change such forms from time to time; (c) adopt, amend and rescind rules and regulations for the administration of the Plan; and (d) interpret the Plan and any award granted under the Plan and to decide any questions and settle all controversies and disputes that may arise in connection with the Plan or any award granted thereunder. Such determinations of the Compensation Committee will be conclusive and will bind all parties. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 9/26/05 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ CEO ▇▇▇▇▇▇▇▇▇▇ Cash Bonus Plan -3- Date: , 200 This Borrowing Base Certificate (this “Certificate”) is given by PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), pursuant to subsection 4.2(d) of that certain Amended and Restated Credit Agreement dated as of January 11, 2006 among Borrower, Antares Capital Corporation, as agent (“Agent”), and the financial institutions party thereto as lenders (collectively, the “Lenders”), as such agreement may have been further amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The officer executing this Certificate is a Responsible Officer of Borrower and as such is duly authorized to execute and deliver this Certificate on behalf of Borrower. By executing this Certificate such officer hereby certifies to Agent and Lenders that: