Roadrunner Transportation Services Holdings, Inc. (Form: S-1/A, Received: 09/11/2008 14:55:45)

As filed with the Securities and Exchange Commission on September 11, 2008

Registration No. 333-152504

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Roadrunner Transportation Services Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	4731	20-2454942

(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

4900 S. Pennsylvania Ave.

Cudahy, Wisconsin 53110

(414) 615-1500

(Address, Including Zip Code, and Telephone Number, Including Area Code,

of Registrant’s Principal Executive Offices)

Mark A. DiBlasi

President and Chief Executive Officer

Roadrunner Transportation Services Holdings, Inc.

4900 S. Pennsylvania Ave.

Cudahy, Wisconsin 53110

(414) 615-1500

(Name, Address Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Copies to:


Michael L. Kaplan, Esq. Brandon F. Lombardi, Esq. Greenberg Traurig, LLP 2375 East Camelback Road Phoenix, Arizona 85016 (602) 445-8000		Jay O. Rothman, Esq. Foley & Lardner LLP 777 East Wisconsin Ave. Milwaukee, Wisconsin 53202 (414) 271-2400

Approximate Date of Commencement of Proposed Sale to the Public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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, please 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(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 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.


	Large Accelerated Filer o	Accelerated Filer o	Non-Accelerated Filer þ	Smaller Reporting Company o

(Do not check if a smaller reporting company)

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 Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated , 2008.

Roadrunner Transportation Services Holdings, Inc.

Shares of Common Stock

We are selling shares of our common stock and the selling stockholders identified in this prospectus are selling an aggregate of shares. We will not receive any proceeds from the shares of our common stock sold by the selling stockholders.

Prior to this offering, there has been no public market for our common stock. We currently expect the initial public offering price of our common stock will be between $ and $ per share. We have applied to list our common stock on the Nasdaq Global Market under the symbol “RRTS.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 8 for a description of various risks you should consider in evaluating an investment in our common stock.


	Per Share	Total
Initial public offering price	$	$

Underwriting discount	$	$

Proceeds, before expenses, to us	$	$

Proceeds, before expenses, to selling stockholders	$	$

We have granted the underwriters a 30-day option to purchase up to an additional shares of our common stock to cover over-allotments, if any.

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

The underwriters expect to deliver the shares of our common stock to purchasers on or about , 2008.


Robert W. Baird & Co.	BB&T Capital Markets

, 2008.

Flexible and Responsive Supply-Chain Solutions Third-Party Logistics (3PL) / Transportation Management Solutions (TMS) Customized / Expedited Less-than-Truckload (LTL) Truckload (TL) Brokerage Parcel Intermodal Domestic / International Air Non-Asset Based Services We provide transportation and logistics services throughout the contiguous United States, Hawaii, Alaska, Mexico, Puerto Rico, and Canada LTL Delivery Agent TL Brokerage Location LTL Service Center North American Network

Table of Contents


	Page
Prospectus Summary		1
Risk Factors		8
Special Note Regarding Forward-Looking Statements		15
Use of Proceeds		16
Dividend Policy		16
Capitalization		17
Dilution		18
Unaudited Pro Forma Consolidated Financial Data		19
Selected Consolidated Financial and Other Data		24
Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Business		39
Management		52
Compensation Discussion and Analysis		55
Certain Relationships and Related Transactions		64
Principal and Selling Stockholders		67
Description of Capital Stock		69
Description of Indebtedness		73
Shares Eligible for Future Sale		76
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Our Common Stock		78
Underwriting		81
Legal Matters		83
Experts		83
Where You Can Find Additional Information		84
Index to Financial Statements		F-1
Form of Amended and Restated Certificate of Incorporation
Form of Amended and Restated Bylaws
Second Amended and Restated Stockholders' Agreement
Form of Opinion of Greenberg Traurig, LLP
Second Amended and Restated Credit Agreement
Amended and Restated Notes Purchase Agreement
Stock Purchase Agreement
Purchase Agreement
Lease Agreement
First Amendment to Lease Agreement
Amended and Restated Management and Consulting Agreement
Consent of Deloitte & Touche LLP
Consent of Deloitte & Touche LLP
Consent of Deloitte & Touche LLP
Consent of Deloitte & Touche LLP

No dealer, salesperson, or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus.

Through and including , 2008 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

MARKET AND INDUSTRY DATA AND FORECASTS

This prospectus includes estimates of market share and industry data and forecasts that we obtained from industry publications and surveys. Industry publications and surveys and forecasts generally state 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 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.

Prospectus Summary

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in our common stock. You should read this entire prospectus carefully, including “Risk Factors” and our financial statements and related notes.

Unless otherwise stated in this prospectus, the term “RRTS” means Roadrunner Transportation Services Holdings, Inc. and its subsidiaries; “GTS” means Group Transportation Services Holdings, Inc. and its subsidiaries; “GTS merger” means the merger of GTS with a wholly owned subsidiary of RRTS, which will occur simultaneously with the consummation of this offering and add third-party transportation management solutions to RRTS’ suite of services; references to “we,” “us,” or “our company” refer to Roadrunner Transportation Services Holdings, Inc. and its subsidiaries, giving effect to the GTS merger.

Unless otherwise indicated, all information in this prospectus reflects the GTS merger. The pro forma financial data in this prospectus are unaudited and reflect our historical results as adjusted to give pro forma effect to the GTS merger, this offering, and the redemption of our Series A preferred stock.

Our Business and Recent Developments

We are a leading non-asset based transportation and logistics services provider offering a full suite of solutions, including third-party logistics, less-than-truckload, truckload, parcel, intermodal (transporting a shipment by more than one mode, primarily via rail and truck), and domestic and international air. We utilize a broad third-party network of transportation providers to serve a diverse customer base in terms of end market focus and annual freight expenditures. Our third-party transportation providers consist of individuals or small teams that own or lease their own over-the-road transportation equipment and provide us with dedicated freight capacity, which we refer to as independent contractors (ICs), and asset-based, over-the-road transportation companies that provide us with freight capacity under non-exclusive contractual arrangements, which we refer to as purchased power. Across all transportation modes, from pickup to delivery, we leverage relationships with a diverse group of over 9,000 third-party carriers to provide scalable capacity and reliable, customized service to our more than 25,000 customers in North America. Although we service large national accounts, we primarily focus on small to mid-size shippers, which we believe represent an expansive and underserved market. We offer our customers value through customized transportation and logistics solutions, allowing them to reduce operating costs, redirect resources to core competencies, improve supply chain efficiency, and enhance customer service. Our business model is highly scalable and features a variable cost structure that requires minimal investment in transportation equipment and facilities. We believe that our non-asset based model enables us to generate strong free cash flows and attractive returns on our invested capital. Our proforma capital expenditures as a percentage of pro forma revenues was % in 2007, as discussed in “Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data” beginning on page 6.

Less-than-truckload (LTL) services involve the transport of consolidated freight of several shippers to multiple destinations on one vehicle. We believe that we are the largest non-asset based provider of LTL services in North America, based on revenue. Our LTL business achieved revenues of $361.8 million and $188.5 million for the year ended December 31, 2007 and the six months ended June 30, 2008, respectively, and operating income of $10.2 million and $5.4 million for the same periods. Within our LTL business, we operate 18 service centers throughout the United States and complement our service center network with over 215 delivery agents, which are independent companies that de-consolidate and deliver a portion of our LTL freight. Our LTL model allows for more direct transportation of freight from shipper to end user than does the traditional hub and spoke model employed by many other LTL service providers. With fewer handlings, consolidations, and de-consolidations per LTL shipment, we believe we are positioned to deliver freight more cost-efficiently, faster, and with fewer claims than many of our competitors.

Truckload (TL) brokerage involves the sale and management of transportation services related to the transport of a single shipper’s freight to a single destination. This includes locating a qualified TL carrier that can move the freight on schedule, negotiating favorable rates for our customers, and managing the entire process from pickup through delivery. We believe that we are among the 15 largest TL brokerage operations in North America, based on revenue. Our TL business achieved revenues of $176.3 million and $88.7 million for the year ended December 31, 2007 and the six months ended June 30, 2008, respectively, and operating income of $7.8 million and $3.4 million for the same periods. Within our TL brokerage business, we operate 12 company dispatch offices and augment our dispatch office network with an additional 24 brokerage agents, which are exclusive third parties that originate a portion of our TL brokerage revenues and receive a percentage of the net margin generated.

The addition of a third-party logistics provider and transportation management solutions offering to RRTS’ existing suite of services through the GTS merger allows us to offer our customers a “one-stop” transportation and logistics solution, including access to the most cost-effective and time-sensitive modes of transportation within our broad network. A third-party logistics (3PL) provider outsources customized transportation management solutions (TMS), which include the planning, implementation, and control of the efficient, effective transport and storage of freight and related information from pickup through delivery. As supply chain complexity has increased, the U.S. 3PL sector has grown at a 13.3% compound annual growth rate, or CAGR, from 1998 through 2007, according to Armstrong & Associates, a leading supply chain market research firm. GTS has capitalized on this trend and generated revenue growth at a CAGR of 24.8% from 2005 through 2007. With minimal integration requirements and a similar focus on small to

mid-size shippers, we believe that RRTS and GTS are well-positioned to realize synergies as a combined entity. Since February 2008, RRTS and GTS have been under common control and the management teams of both companies have developed a strong working relationship and are implementing a cohesive plan to enhance our collective growth initiatives.

According to the American Trucking Associations, or the ATA, beginning in the fourth quarter of 2006, the over-the-road freight sector began to experience year-over-year declines in tonnage, primarily reflecting a weakening freight environment in the U.S. construction, manufacturing, and retail sectors. During 2007, LTL tonnage at RRTS increased 4.5% over 2006, while LTL tonnage in the U.S. over-the-road freight sector declined 2.8% during the same period. Throughout this downturn, we have actively managed our LTL business by adding new customers and streamlining our cost structure to enhance our operating efficiency and improve margins. We believe our variable cost, non-asset based operating model serves as a competitive advantage and allows us to provide our customers with cost-effective transportation solutions regardless of broader economic conditions. We believe we are well-positioned for continued growth, profitability, and market share expansion in the event of a rebound in the over-the-road freight sector.

Our Competitive Strengths

We consider the following to be our principal competitive strengths:

Comprehensive Logistics and Transportation Management Solutions. We believe our broad offering of transportation and logistics services presents an attractive value proposition to shippers and allows us to manage their freight from dispatch through final delivery. Not only can we provide third-party transportation management solutions to shippers seeking to redirect resources to core competencies, improve service, and reduce costs, but we can also provide them access to the appropriate modes of transportation. We leverage our scalable, proprietary technology systems to manage our multi-modal nationwide network of service centers, delivery agents, dispatch offices, brokerage agents, ICs, and purchased power. As a result of our integrated offering, we believe we have a competitive advantage in terms of service, delivery time, and customized solutions. The key attributes of our service offerings include the following:


	n	Leading Non-Asset Based, Customized LTL Services. We believe we are the largest non-asset based provider of customized LTL services in North America, based on revenue. We believe our point-to-point LTL model allows us to offer faster transit times with lower incidence of damage and reduced fuel consumption, providing us with a distinct competitive advantage over asset-based LTL carriers employing the traditional hub and spoke model. In addition, we believe our variable cost structure and the utilization of our dedicated IC base positions us to maintain consistent operating margins, even during periods of economic decline.


	n	Leading TL Freight Brokerage Services. We believe we are among the 15 largest TL brokerage operations in North America, based on revenue, offering temperature-controlled, dry van, and flatbed services. While we serve a diverse customer base and provide a comprehensive TL solution, we specialize in the transport of refrigerated foods, poultry, and beverages. We believe this specialization provides consistent shipping volume year-over-year. Similar to our LTL services, we utilize our dedicated IC base in an effort to maintain consistent operating margins, even during periods of economic decline.


	n	Comprehensive Outsourced Transportation Management Solutions. Our TMS offering includes pricing, contract management, carrier selection, freight tracking, freight bill payment and audit, cost reporting and analysis, and dispatch. With a flexible operating model, scalable technology system, and access to a dynamic multi-modal carrier network, we believe we can tailor our services to each customer’s individual needs and desired level of outsourcing.

Flexible Operating Model. Because we utilize a broad network of purchased power, ICs, and other third-party transportation providers to transport our customers’ freight, our business is not characterized by the high level of fixed costs and required concentration on asset utilization that is common among many asset-based transportation providers. As a result, we are able to focus solely on providing quality service and specialized transportation and logistics solutions to our customers, which we believe provides a significant competitive advantage. Furthermore, with minimal investment in transportation equipment and facilities, we are better positioned to generate attractive returns on our invested capital and assets.

Focus on Serving a Diverse, Underserved Customer Landscape. We serve over 25,000 customers, with no single customer accounting for more than 2% of our 2007 pro forma revenue. In addition, we serve a diverse mix of end markets, with no industry sector accounting for more than 18% of our 2007 pro forma revenue. We concentrate primarily on small to mid-size shippers with annual transportation expenditures of less than $25 million, which we believe represents an underserved market. Our services are designed to satisfy these customers’ unique needs and desired level of integration. We believe our expansive target customer base presents attractive growth opportunities for each of our service offerings, given that many small to mid-size companies have not yet capitalized on the benefits of third-party transportation management.

Scalable Technology Systems. Our web-enabled technology is designed to serve our customers’ distinct logistics needs and provide them with cost-effective solutions and consistent service on a shipment-by-shipment basis. In addition to managing the physical movement of freight, we offer contract management, real-time shipment tracking, order processing, and automated data

exchange. Our technology also enables us to more efficiently manage our multi-modal capabilities and broad carrier network, and provides the scalability necessary to accommodate significant growth.

Experienced and Motivated Management Team. We have assembled an experienced and motivated management team, led by our chief executive officer, Mark A. DiBlasi. Mr. DiBlasi has over 29 years of industry experience and previously managed a $1.2 billion division of FedEx Ground, Inc., a division of FedEx Corporation. Our senior management team has an average of 24 years of industry experience leading high-growth logistics operations and draws on substantial knowledge gained from previous leadership positions at FedEx Ground, Inc., FedEx Global Logistics, Inc., DHL Exel Supply Chain, Yellow Transportation, Inc., and United Parcel Service, Inc.

Our Growth Strategies

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

Continue Expanding Customer Base. We intend to pursue greater market share across all of our service offerings by leveraging GTS’ network to provide greater LTL coverage throughout North America, geographically expanding our TL brokerage operation beyond its current footprint in the Eastern United States and Canada, and aggressively expanding GTS’ sales team and utilizing our 110-person LTL sales force to enhance the market reach and penetration of our TMS offering. We also believe the pool of potential customers will continue to grow as the benefits of third-party logistics and transportation management continue to be embraced by shippers. Additionally, a broader service offering through the GTS merger provides us with the opportunity to penetrate new customers seeking a “one-stop” transportation and logistics solution.

Increase Penetration with Existing Customers. With a more comprehensive service offering and an expanded network resulting from the GTS merger, we believe there are substantial cross-selling opportunities and the potential to capture a greater share of each customer’s annual transportation and logistics expenditures. Along with our planned cross-selling initiatives, we believe that macroeconomic factors will provide us with additional opportunities to further penetrate existing customers. During the current economic downturn, existing customers have generally reduced the number of shipments and pounds per shipment. We believe an economic rebound will result in increased revenue through greater shipping volume and improved load density, and will allow us to increase profits at a rate exceeding our revenue growth.

Continue Generating Operating Improvements. We believe our ongoing efforts to streamline our cost structure and improve operating efficiency will enhance our margins and improve customer service in the event industry conditions improve and overall freight capacity tightens. We have implemented a number of targeted initiatives to drive operating improvements, such as


	n	enhancing our real-time metrics to reduce operating expenses,

	n	increasing utilization of our flexible IC base,

	n	reducing per-mile costs,

	n	reducing dock handling costs,

	n	aggressively recouping increased fuel costs, and

	n	improving routing efficiency throughout our network.

We believe these initiatives will enable us to continue to enhance our competitive position, compel continued earnings growth, and further improve profitability.

Pursue Selective Acquisitions. The transportation and logistics industry is highly fragmented, consisting of many smaller, regional service providers covering particular shipping lanes and providing niche services. We built our LTL, TL brokerage, and TMS platforms by successfully completing and integrating accretive acquisitions. We intend to continue to pursue acquisitions that will complement our existing suite of services and extend our geographic reach. With a scalable, non-asset based business model, we believe we can execute our acquisition strategy with minimal investment in additional infrastructure and overhead. We do not currently have any specific acquisition under consideration and do not have any proposals or arrangements with respect to such a transaction.

Our History

Our principal strategy has been to develop a full-service transportation and logistics provider under a non-asset based structure through the integration and internal growth of complementary businesses. In March 2005, we acquired Dawes Transport, Inc., which we refer to as Dawes Transport, a non-asset based LTL provider primarily using a blend of purchased power and ICs. In June 2005, we acquired Roadrunner Freight Systems, Inc., which we refer to as Roadrunner Freight, a provider of LTL services similar to Dawes Transport in its business model, scale, and customer mix, but utilizing primarily purchased power.

In January 2006, Mark A. DiBlasi joined us as chief executive officer to lead the final integration of the two LTL businesses and the transformation of RRTS into a full-service transportation and logistics provider. In March 2007, we expanded our service offerings through the acquisition of Sargent Transportation Group, Inc. and related entities, providers of TL brokerage services, which we collectively refer to as Sargent.

GTS Merger

Simultaneous with the consummation of this offering, GTS will merge with and into a wholly owned subsidiary of RRTS. As a result of the GTS merger, the stockholders of GTS will become stockholders of RRTS. Upon consummation of the GTS merger, each share of GTS outstanding common stock will be exchanged for shares of RRTS common stock. The GTS merger, which is more fully described on page 64 of this prospectus in the section entitled “Certain Relationships and Related Transactions,” is conditioned upon the consummation of this offering and upon other conditions set forth in the merger agreement.

The following chart represents our business segments immediately following the consummation of the GTS merger.

Risk Factors

There are a number of risks and uncertainties that may affect our financial and operating performance. You should carefully consider the risks discussed in “Risk Factors” beginning on page 8 before investing in our common stock, which include but are not limited to the following:


	n	the competitive nature of the transportation industry;


	n	fluctuations in the price or availability of fuel;


	n	our ability to maintain the level of service that we currently provide to our customers;


	n	the ability of our carriers to meet our needs and expectations, and those of our customers;


	n	our reliance on ICs to provide transportation services to our customers;


	n	general economic, political, and other risks that are out of our control, including any prolonged delay in a recovery of the U.S. over-the-road freight sector;


	n	the limited experience of our senior management in managing a public company;


	n	seasonal fluctuations in our business; and


	n	our ability to maintain, enhance, or protect our proprietary technology systems.

Our Offices

We maintain our principal executive offices at 4900 S. Pennsylvania Ave., Cudahy, Wisconsin 53110. Our telephone number is (414) 615-1500. Our website is located at www.rrts.com. The information contained on our website or that can be accessed through our website does not constitute part of this prospectus.

The Offering

Common stock offered:


By us		shares

By the selling stockholders		shares

Total common stock offered		shares

Common stock to be outstanding after this offering		shares

Use of proceeds		We estimate that our net proceeds from this offering will be approximately $ million, assuming an initial public offering price of $ per share of common stock, the midpoint of the range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and estimated offering expenses. We intend to use approximately $ million of such net proceeds to prepay approximately $ under the RRTS credit facility, approximately $ of RRTS senior subordinated notes, and approximately $ under the GTS credit facility. In addition, we intend to use approximately (i) $4.1 million to pay a termination fee to affiliates of our two largest stockholders in connection with this offering and the termination of the management services agreement with these affiliates, (ii) $5.1 million to redeem our Series A preferred stock, including accrued and unpaid dividends, and (iii) $ million of remaining net proceeds for general corporate purposes, including to finance our working capital needs and for the potential acquisition of complementary businesses. See “Use of Proceeds.” We will not receive any proceeds from sales by the selling stockholders in this offering.

Nasdaq Global Market Symbol		RRTS

The number of shares of common stock to be outstanding after this offering is based upon our outstanding shares as of , 2008, including the issuance of shares of our common stock in connection with the GTS merger, and excludes the following:


	n	shares of common stock issuable upon the exercise of options outstanding at , 2008 with a weighted average exercise price of $ per share; and

	n	shares of common stock issuable upon the exercise of warrants outstanding at , 2008 with an exercise price of $ per share.

Unless otherwise noted, all information in this prospectus assumes no exercise of the underwriters’ over-allotment option and reflects (i) the GTS merger, (ii) the conversion of our Class A common stock and Class B common stock into a single class of common stock on a -for-one basis pursuant to an amendment to our certificate of incorporation, and (iii) the redemption of our Series A preferred stock for an aggregate of approximately $5.1 million, including accrued and unpaid dividends, all of which will be effected in connection with, and are conditioned upon, the consummation of this offering.

Summary Historical and Unaudited Pro Forma
Consolidated Financial and Other Data

The following table summarizes selected historical and pro forma consolidated financial and other data as of and for the periods indicated. You should read the following information together with the more detailed information contained in “Capitalization,” “Unaudited Pro Forma Consolidated Financial Data,” “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and the related notes included elsewhere in this prospectus.

The statement of operations data for RRTS for the period from February 22, 2005 (date of inception) to December 31, 2005, and for the years ended December 31, 2006 and 2007, are derived from our audited consolidated financial statements included in this prospectus. The statement of operations data for the six-month period ended June 30, 2008, and the balance sheet data as of June 30, 2008, have been derived from our unaudited consolidated financial statements. Our unaudited consolidated financial statements include adjustments, all of which are normal recurring adjustments, that we consider necessary for a fair presentation of our results for this unaudited period. The results of operations for the six-month period ended June 30, 2008 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2008.

All outstanding shares of Roadrunner Freight were acquired at the close of business on April 29, 2005. As such, the consolidated statement of operations data, consolidated balance sheet data, and other data include the results of Roadrunner Freight subsequent to the close of business on April 29, 2005. In addition, RRTS and Sargent have been under common control since October 4, 2006. As such, the consolidated statement of operations data, consolidated balance sheet data, and other data include the results of Sargent from October 4, 2006.

GTS completed the acquisition of Group Transportation Services, Inc., which we refer to as Group Transportation Services, and GTS Direct, LLC, which we refer to as GTS Direct, at the close of business on February 29, 2008, which we refer to as the GTS acquisition. GTS had no substantive operations from February 12, 2008 (date of inception) until it acquired Group Transportation Services and GTS Direct on February 29, 2008. Group Transportation Services and GTS Direct were under common control prior to the GTS acquisition and GTS is considered the successor entity to Group Transportation Services and GTS Direct for periods subsequent to the date of the GTS acquisition. The combined results of operations of Group Transportation Services and GTS Direct (predecessor entities) for the year ended December 31, 2007 and the period from January 1, 2008 through February 29, 2008, which are included in the unaudited pro forma consolidated financial data, are presented under the historical company basis. The consolidated results of operations of GTS (successor entity) for the period February 12, 2008 (date of inception) through June 30, 2008, and the balance sheet data as of June 30, 2008, are presented under the new company basis, using the purchase method of accounting.

The pro forma consolidated statement of operations data for the year ended December 31, 2007, and for the six-month period ended June 30, 2008, give effect to the GTS acquisition, the GTS merger, and this offering as if they had occurred on January 1, 2007. The pro forma consolidated balance sheet data as of June 30, 2008 give effect to the GTS acquisition, the GTS merger, and this offering, as if they had occurred on June 30, 2008. The pro forma adjustments are based upon information and assumptions that management of RRTS believes are reasonable; however, such adjustments are subject to change. RRTS’ management does not expect any final adjustments to be materially different from the preliminary amounts presented in this prospectus. The pro forma consolidated statements of operations data do not necessarily indicate the results that would have actually occurred if the GTS acquisition, the GTS merger, and this offering had occurred on January 1, 2007, or that may occur in the future.


(In thousands, except per share data)
	RRTS									Pro Forma			RRTS						Pro Forma
				Years Ended						Year Ended			Six Months						Six Months
	Feb. 22, 2005 -			Dec. 31,						Dec. 31,			Ended June 30,						Ended June 30,
	Dec. 31, 2005			2006			2007			2007			2007			2008			2008
										(unaudited)			(unaudited)			(unaudited)			(unaudited)

Consolidated Statement of Operations Data:
Revenues, net	$	250,950		$	399,441		$	538,007		$			$	261,168		$	276,802		$
Operating income		13,410			13,324			17,934						7,918			8,750				^(a)
Net income (loss) available to common stockholders		1,452			683			935						(302	)		1,334				^(a)

Earnings (loss) per share available to common stockholders:
Basic	$	17.22		$	7.73		$	9.24		$		^(b)	$	(2.98	)	$	13.18		$		^(b)
Diluted		17.22			7.73			9.23				^(b)		(2.98	)		13.08				^(b)

Weighted average common stock outstanding:
Basic		84,315			88,437			101,220				^(b)		101,220			101,220				^(b)
Diluted		84,315			88,437			101,354				^(b)		101,220			101,993				^(b)

Other Data:
Capital expenditures	$	1,531		$	1,052		$	1,867		$	1,943		$	429		$	289		$	369
Capital expenditures as a percentage of revenues ^(c)		0.6	%		0.3	%		0.3	%			%		0.2	%		0.1	%			%


	As of June 30, 2008
			Pro Forma
(In thousands)	Actual		as Adjusted
	(unaudited)

Consolidated Balance Sheet Data:
Cash	$	580
Total current assets		65,557
Property and equipment, net		5,040
Total assets		258,954
Total current liabilities		48,278
Current maturities of long-term debt		5,250
Total debt		101,225
Working capital		17,279
Mezzanine equity		1,765
Total stockholders’ investment		105,556


		(a) Includes a transaction bonus paid to GTS personnel as a result of the GTS acquisition in the amount of $3.6 million, which is a one-time, non-recurring charge.


		(b) Pro forma earnings (loss) per share available to common stockholders and weighted average common stock outstanding reflect (i) the reclassification of all outstanding classes of common stock into one class of common stock in a -for-one stock split; and (ii) the redemption of approximately $5.1 million of our Series A preferred stock, including accrued and unpaid dividends. Earnings (loss) per share available to common stockholders for all periods was computed in accordance with Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share (SFAS 128). See “Unaudited Pro Forma Consolidated Financial Data” beginning on page 19.


		(c) Our management uses capital expenditures as a percentage of revenues to evaluate our operating performance and measure the effectiveness of our non-asset based structure. We believe this financial measure is useful in evaluating the efficiency of our operating model compared to other companies in our industry.

Risk Factors

You should carefully consider the following risks and other information set forth in this prospectus before deciding to invest in shares of our common stock. If any of the events or developments described below actually occurs, our business, financial condition, and results of operations may suffer. In that case, the trading price of our common stock may decline and you could lose all or part of your investment.

Risks Related to Our Business

We operate in a highly competitive industry and, if we are unable to adequately address factors that may adversely affect our revenue and costs, our business could suffer.

Competition in the transportation services industry is intense. Increased competition may lead to revenue reductions, reduced profit margins, or a loss of market share, any one of which could harm our business. There are many factors that could impair our ability to maintain our current profitability, including the following:


	n	competition with other transportation services companies, some of which have a broader coverage network, a wider range of services, and greater capital resources than we do;

	n	reduction by our competitors of their freight rates to gain business, especially during times of declining growth rates in the economy, which reductions may limit our ability to maintain or increase freight rates, maintain our operating margins, or maintain significant growth in our business;

	n	solicitation by shippers of bids from multiple carriers for their shipping needs and the resulting depression of freight rates or loss of business to competitors;

	n	development of a technology system similar to ours by a competitor with sufficient financial resources and comparable experience in the transportation services industry; and

	n	establishment by our competitors of cooperative relationships to increase their ability to address shipper needs.

Fluctuations in the price or availability of fuel and limitations on our ability to collect fuel surcharges may adversely affect our results of operations.

We are subject to risks associated with fuel charges from our ICs and purchased power in our LTL and TL businesses. The tractors operated by our ICs and purchased power require large amounts of diesel fuel, and the availability and price of diesel fuel are subject to political, economic, and market factors that are outside of our control. For example, average weekly diesel fuel prices reached all-time highs ranging from $3.96 per gallon to $4.72 per gallon in the second quarter of 2008, compared with $2.77 per gallon to $2.88 per gallon in the second quarter of 2007, according to the U.S. Energy Information Administration. Our ICs and purchased power pass along the cost of diesel fuel to us, and we in turn attempt to pass along some or all of these costs to our customers through fuel surcharge revenue programs. There can be no assurance that our fuel surcharge revenue programs will be effective in the future. Market pressures may limit our ability to assess our fuel surcharges. At the request of our customers, we have at times temporarily capped the fuel surcharges at a fixed percentage pursuant to contractual arrangements that vary by customer. If fuel surcharge revenue programs, base freight rate increases, or other cost-recovery mechanisms do not offset our exposure to rising fuel costs, our results of operations could be adversely affected.

If we are unable to maintain the level of service we currently provide to our customers, our reputation may be damaged resulting in a loss of business.

We compete with other transportation providers based on reliability, delivery time, security, visibility, and personalized service. Our reputation is based on the level of customer service that we currently provide. If this level of service deteriorates, or if we are prevented from delivering on our services in a timely, reliable, safe, and secure manner, our reputation and business may suffer.

Our third-party carriers must meet our needs and expectations, and those of our customers, and their inability to do so could adversely affect our results of operations.

Our business depends to a large extent on our ability to provide consistent, high quality, technology-enabled transportation and logistics solutions. We do not own or control the transportation assets that deliver our customers’ freight, and we do not employ the people directly involved in delivering the freight. We rely on third parties to provide LTL, TL, parcel, intermodal, and domestic and international air services and to report certain information to us, including information relating to delivery status and freight claims. This reliance could cause delays in providing our customers with timely delivery of freight, important service data, and in the financial reporting of certain events, including recognizing revenue and recording claims. If

we are unable to secure sufficient transportation services to meet our customer commitments, or if any of the third parties we rely on do not meet our needs or expectations, or those of our customers, our results of operations could be adversely affected, and our customers could switch to our competitors temporarily or permanently.

Our reliance on ICs to provide transportation services to our customers could limit our expansion.

Our transportation services are conducted in part by ICs who are generally responsible for paying for their own equipment, fuel, and other operating costs. Our ICs are responsible for providing the tractors and trailers they use related to our business. Certain factors such as increases in fuel costs, insurance costs, and the cost of new and used tractors, as well as reduced financing sources available to ICs for the purchase of equipment, have combined to create a difficult operating environment for ICs. As a result of the current operating environment, turnover and bankruptcy among ICs in the over-the-road freight sector is high. Due to the limited pool of qualified ICs, the competition among carriers for their services is intense. If we are required to increase the amounts paid to ICs in order to obtain their services, our results of operations could be adversely affected to the extent increased expenses are not offset by higher freight rates. Additionally, our agreements with our ICs are terminable by either party upon short notice and without penalty. Consequently, we regularly need to recruit qualified ICs to replace those who have left our pool. If we are unable to retain our existing ICs or recruit new ICs, our results of operations and ability to expand could be adversely affected.

A decrease in levels of capacity in the over-the-road freight sector could have an adverse impact on our business.

We believe that, historically, the over-the-road freight sector has experienced levels of excess capacity. The current operating environment in the over-the-road freight sector resulting from an economic recession, rising fuel costs, and other economic factors is beginning to cause a reduction in capacity in the sector generally, and in our carrier network specifically, which could have an adverse impact on our ability to execute our business strategy and on our business.

If we are unable to expand the number of our sales representatives and brokerage agents, or if a significant number of our sales representatives and brokerage agents leave us, our ability to increase our revenue could be negatively impacted.

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

In addition, we must retain our current sales representatives and brokerage agents and properly incentivize them to obtain new customers and maintain existing customer relationships. If a significant number of our sales representatives and brokerage agents leave us, our revenue could be negatively impacted. A significant increase in the turnover rate among our current sales representatives and brokerage agents could also increase our recruiting costs and decrease our operating efficiency.

We may not be able to successfully execute our acquisition strategy, and any acquisitions that we undertake could be difficult to integrate, disrupt our business, dilute stockholder value, and adversely affect our results of operations.

We plan to increase our revenue and the market regions that we serve through the acquisition of complementary businesses. In the future, suitable acquisition candidates may not be available at purchase prices attractive to us. In pursuing acquisition opportunities, we will compete with other companies, some of which have greater financial and other resources than we do. We may not have available funds or common stock with a sufficient market price to complete a desired acquisition, or acquisition candidates may not be willing to receive our common stock in exchange for their businesses. If we are unable to secure sufficient funding for potential acquisitions, we may not be able to complete strategic acquisitions that we otherwise find advantageous. Further, if we make any future acquisitions, we could incur additional debt or assume contingent liabilities.

Consummation of strategic acquisitions involves numerous risks, including the following:


	n	failure of the acquired company to achieve anticipated revenues, earnings, or cash flows;

	n	assumption of liabilities that were not disclosed to us or that exceed our estimates;

	n	problems integrating the purchased operations with our own, which could result in substantial costs and delays or other operational, technical, or financial problems;

	n	potential compliance issues with regard to acquired companies that did not have adequate internal controls;

	n	diversion of management’s attention or other resources from our existing business;


	n	risks associated with entering markets in which we have limited prior experience; and

	n	potential loss of key employees and customers of the acquired company.

One or more significant claims, our failure to adequately reserve for such claims, or the cost of maintaining our insurance for such claims, could have an adverse effect on our results of operations.

We use the services of thousands of transportation companies and their drivers in connection with our transportation operations. From time to time, these drivers are involved in accidents, and goods carried by these drivers are lost or damaged, and the carriers may not have adequate insurance coverage. Such accidents usually result in equipment damage and, unfortunately, can also result in injuries or death. Although these drivers are not our employees and all of these drivers are ICs or work for third-party carriers, from time to time claims may be asserted against us for their actions or for our actions in retaining them. Claims against us may exceed the amount of our insurance coverage, or may not be covered by insurance at all. A material increase in the frequency or severity of accidents, claims for lost or damaged goods, liability claims, or workers’ compensation claims, or unfavorable resolutions of any such claims, could adversely affect our results of operations to the extent claims are not covered by our insurance or such losses exceed our reserves. Significant increases in insurance costs or the inability to purchase insurance as a result of these claims could also reduce our profitability and have an adverse effect on our results of operations.

A significant or prolonged economic downturn, particularly the current downturn in the over-the-road freight sector, or a substantial downturn in our customers’ business, could adversely affect our revenue and results of operations.

The over-the-road freight sector has historically experienced cyclical fluctuations in financial results due to, among other things, economic recession, downturns in business cycles, increasing costs and taxes, fluctuations in energy prices, price increases by carriers, changes in regulatory standards, license and registration fees, interest rate fluctuations, and other economic factors beyond our control. All of these factors could increase the operating costs of a vehicle and impact capacity levels in the over-the-road freight sector. Carriers may charge higher prices to cover higher operating expenses, and our operating income may decrease if we are unable to pass through to our customers the full amount of higher purchased transportation costs. Additionally, economic conditions may adversely affect our customers, their need for our services, or their ability to pay for our services. If the current economic downturn causes a reduction in the volume of freight shipped by our customers, our results of operations could be adversely affected.

Our executive officers and key personnel are important to our business, and these officers and personnel may not remain with us in the future.

We depend substantially on the efforts and abilities of our senior management. Our success will depend, in part, on our ability to retain our current management and to attract and retain qualified personnel in the future. Competition for senior management is intense, and we may not be able to retain our management team or attract additional qualified personnel. The loss of a member of senior management would require our remaining executive officers to divert immediate and substantial attention to fulfilling the duties of the departing executive and to seeking a replacement. The inability to adequately fill vacancies in our senior executive positions on a timely basis could adversely affect our ability to implement our business strategy, which could negatively impact our results of operations.

Seasonal sales fluctuations and weather conditions could have an adverse impact on our results of operations.

The transportation industry is subject to seasonal sales fluctuations as shipments generally are lower during and after the winter holiday season. The productivity of our carriers historically decreases during the winter season because companies have the tendency to reduce their shipments during that time and inclement weather can impede operations. At the same time, our operating expenses could increase because harsh weather can lead to increased accident frequency rates and increased claims. If we were to experience lower-than-expected revenue during any such period, our expenses may not be offset, which could have an adverse impact on our results of operations.

The cost of compliance with, liability for violations of, or modifications to existing or future governmental regulations could adversely affect our business and results of operations.

Our operations are subject to certain federal, state, and local regulatory requirements. These regulations and requirements are subject to change based on new legislation and regulatory initiatives, which could affect the economics of the transportation industry by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services. The U.S. Department of Transportation, or the DOT, and its agencies, such as the Federal Motor Carrier Safety Administration, and various state and local agencies exercise broad powers over our business, generally governing such activities as authorization to engage in motor carrier operations, freight forwarding, and freight brokerage operations, as well as regulating safety. As a motor carrier authorized by the DOT, we must comply with the safety and fitness

regulations promulgated by the DOT, including those relating to drug and alcohol testing, driver qualification, and hours-of-service. There also are regulations specifically relating to the trucking industry, including testing and specifications of equipment, product handling requirements, and hazardous material requirements. In addition, we must comply with certain safety, insurance, and bonding requirements promulgated by the DOT and various state agencies. Compliance with existing, new, or more stringent measures could disrupt or impede the timing of our deliveries and our ability to satisfy the needs of our customers. In addition, we may experience an increase in operating costs, such as security costs, as a result of governmental regulations that have been and will be adopted in response to terrorist activities and potential terrorist activities. The cost of compliance with existing or future measures could adversely affect our results of operations. Further, we could become subject to liabilities as a result of a failure to comply with applicable regulations.

Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.

From time to time, we arrange for the movement of hazardous materials at the request of our customers. As a result, we are subject to various environmental laws and regulations relating to the handling, transport, and disposal of hazardous materials. If our customers or carriers are involved in an accident involving hazardous materials, or if we are found to be in violation of applicable laws or regulations, we could be subject to substantial fines or penalties, remediation costs, or civil and criminal liability, any of which could have an adverse effect on our business and results of operations. In addition, current and future laws and regulations relating to carbon emissions and the effects of global warming can be expected to have a significant impact on the transportation sector generally and the operations and profitability of some of our carriers in particular, which could adversely affect our business and results of operations.

If our ICs are deemed by regulators to be employees, our business and results of operations could be adversely affected.

Tax and other regulatory authorities have in the past sought to assert that independent contractors in the trucking industry are employees rather than independent contractors. There can be no assurance that these authorities will not successfully assert this position or that tax laws and other laws that consider these persons independent contractors will not change. If our ICs are determined to be our employees, we would incur additional exposure under federal and state tax, workers’ compensation, unemployment benefits, labor, employment, and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings. Our business model relies on the fact that our ICs are independent contractors and not deemed to be our employees, and exposure to any of the above factors could have an adverse effect on our business and results of operation.

If we are unable to maintain and enhance our proprietary technology systems, demand for our services and our revenue could decrease.

Our business relies heavily on our proprietary technology systems to track and store externally and internally generated market data, analyze the capabilities of our carrier network, and recommend cost-effective carriers in the appropriate transportation mode. To keep pace with changing technologies and customer demands, we must correctly interpret and address market trends and enhance the features and functionality of our proprietary technology systems in response to these trends. We may be unable to implement the appropriate features and functionality of our technology systems in a timely and cost-effective manner, which could result in decreased demand for our services and a corresponding decrease in our revenue.

We may be required to incur substantial expenses and resources in defending intellectual property litigation against us.

Our use of our proprietary technology systems could be challenged by claims that such use infringes, misappropriates, or otherwise violates the intellectual property rights of third parties. We do not currently have any patent protection with respect to our technology systems and cannot be certain that our technologies do not and will not infringe issued patents or other proprietary rights of others. Any claim, with or without merit, could result in significant litigation costs and diversion of resources, and could require us to enter into royalty and licensing agreements, all of which could have an adverse effect on our business. We may not be able to obtain such licenses on commercially reasonable terms, or at all, and the terms of any offered licenses may not be acceptable to us. If forced to cease using such intellectual property, we may not be able to develop or obtain alternative technologies. Accordingly, an adverse determination in a judicial or administrative proceeding or failure to obtain necessary licenses could prevent us from offering the affected services to our customers, which could have an adverse effect on our business and results of operations.

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

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

Our senior management has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

Our senior management has limited experience managing a publicly traded company and limited experience complying with the increasingly complex laws pertaining to public companies. Obligations associated with being a public company will require substantial attention from our senior management and partially divert their attention away from the day-to-day management of our business, which could adversely impact our operations.

We will incur increased costs as a result of being a public company.

As a public company, we will incur significant legal, accounting, and other administrative expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, as well as rules of the Securities and Exchange Commission and the Nasdaq Stock Market, impose significant corporate governance practices on public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time consuming and costly. In addition, we will incur additional costs associated with our public company reporting requirements. We also expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

If we fail to maintain adequate internal control over financial reporting in accordance with Section 404 of Sarbanes-Oxley or to prevent or detect material misstatements in our annual or interim consolidated financial statements in the future, it could result in inaccurate financial reporting, sanctions, or securities litigation, or could otherwise harm our business.

As a public company, we will be required to comply with the standards adopted by the Public Company Accounting Oversight Board in compliance with the requirements of Section 404 of Sarbanes-Oxley regarding internal control over financial reporting. Prior to becoming a public company, we are not required to be compliant with the requirements of Section 404. The process of becoming compliant with Section 404 may divert internal resources and will take a significant amount of time and effort to complete. We may experience higher than anticipated operating expenses, as well as increased independent auditor fees during the implementation of these changes and thereafter. We are required to be compliant under Section 404 by the end of fiscal 2009, and at that time our management will be required to deliver a report that assesses the effectiveness of our internal control over financial reporting, and we will be required to deliver an attestation report of our auditors on our management’s assessment of our internal controls. Completing documentation of our internal control system and financial processes, remediation of control deficiencies, and management testing of internal controls will require substantial effort by us. We cannot assure you that we will be able to complete the required management assessment by our reporting deadline. Failure to implement these changes in a timely, effective or efficient manner could harm our operations, financial reporting or financial results, and could result in our being unable to obtain an unqualified report on internal controls from our independent auditors.

Our independent auditors identified a material weakness in our internal control over financial reporting with respect to our accounting close and financial reporting processes. Our independent auditors noted that we lack sufficient personnel with an appropriate level of knowledge and experience in the SEC financial reporting and technical accounting requirements we will face as a public company.

We are developing a remediation plan. In connection with our remediation efforts, we expect to assess our internal financial control and accounting resources and hire additional employees as necessary, including a director of financial reporting. In addition, we intend to establish formal technical accounting training for tax, accounting and financial reporting

personnel, and ensure the technical proficiency of the audit committee we are establishing in connection with this offering to oversee our financial reporting function.

If the steps we intend to take do not remediate this material weakness in a timely manner, we will not be able to conclude that we have and maintain effective internal control over financial reporting, and our independent registered accounting firm may not be able to issue an unqualified report on the effectiveness of our internal control over financial reporting. As a result, our ability to report our financial results on a timely and accurate basis may be adversely affected, we may be subject to sanctions or investigation by regulatory authorities, including the SEC or the Nasdaq Stock Market, and investors may lose confidence in our financial information, which in turn could adversely affect the market price of our common stock.

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

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

Risks Related to this Offering

The market price for our common stock may be volatile, and you may not be able to sell our stock at a favorable price or at all.

Before this offering, there has been no public market for our common stock. An active public market for our common stock may not develop or be sustained after this offering. The price of our common stock in any such market may be higher or lower than the price you pay in this offering. If you purchase shares of common stock in this offering, you will pay a price that was not established in a competitive market. Rather, you will pay the price that we negotiated with the representatives of the underwriters. Many factors could cause the market price of our common stock to rise and fall, including the following:


	n	the gain or loss of customers;

	n	introductions of new pricing policies by us or by our competitors;

	n	variations in our quarterly results;

	n	announcements of technological innovations by us or by our competitors;

	n	acquisitions or strategic alliances by us or by our competitors;

	n	recruitment or departure of key personnel;

	n	changes in the estimates of our operating performance or changes in recommendations by any securities analysts that follow our stock; and

	n	market conditions in our industry, the industries our customers serve, and the economy as a whole.

In addition, public announcements by our competitors concerning, among other things, their performance, accounting practices, or legal problems could cause the market price of our common stock to decline regardless of our actual operating performance.

Our current principal stockholders will continue to have significant influence over us after this offering, and they could delay, deter, or prevent a change of control or other business combination or otherwise cause us to take action with which you might not agree.

Upon the closing of this offering, investment funds affiliated with Thayer | Hidden Creek Partners, L.L.C., collectively referred to in this prospectus as Thayer | Hidden Creek, will together beneficially own approximately % of our outstanding common stock and Eos Partners, L.P. and affiliated investment funds, referred to in this prospectus as Eos, will together beneficially own approximately % of our outstanding common stock. In addition, four of our eight directors immediately following this offering will be affiliated with Thayer | Hidden Creek. As a result, these stockholders will have significant influence over the election of our board of directors and our decision to enter into any corporate transaction and may have the ability to prevent any transaction that requires the approval of stockholders, regardless of whether or not other stockholders believe that such a transaction is in their own best interests. Such concentration of voting power could have the

effect of delaying, deterring, or preventing a change of control or other business combination that might otherwise be beneficial to our stockholders or could limit the price that some investors might be willing to pay in the future for shares of our common stock. The interests of these stockholders may not always coincide with our interests as a company or the interests of our other stockholders. Accordingly, these stockholders could cause us to enter into transactions or agreements that you would not approve or make decisions with which you may disagree.

The large number of shares eligible for public sale could depress the market price for our common stock.

The market price for our common stock could decline as a result of sales of a large number of shares of our common stock in the market after this offering, and the perception that these sales could occur may depress the market price. Based on shares outstanding as of , 2008, we will have outstanding shares of common stock after this offering. Of these shares, the common stock sold in this offering will be freely tradable, except for any shares purchased by our “affiliates” as defined in Rule 144 under the Securities Act of 1933, as amended. Substantially all of the remaining shares of common stock will be subject to 180-day lock-up agreements with the underwriters. After the 180-day lock-up period, these shares may be sold in the public market, subject to prior registration or qualification for an exemption from registration, including, in the case of shares held by affiliates, compliance with volume restrictions.

Any time after we are eligible to register our common stock on a Form S-3 registration statement under the Securities Act or if we propose to file a registration statement under the Securities Act for any underwritten sale of shares of any of our equity securities, certain of our stockholders will be entitled to require us to register our securities owned by them for public sale. Sales of common stock as restrictions end or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

You will incur immediate and substantial dilution in your investment because our earlier investors paid substantially less than the initial public offering price when they purchased their shares.

If you purchase shares in this offering, you will incur immediate and substantial dilution in net tangible book value per share because the price that you pay will be substantially greater than the net tangible book value per share of the shares acquired. This dilution arises because our earlier investors paid substantially less than the initial public offering price when they purchased their shares of common stock. In addition, there will be options and warrants to purchase shares of common stock outstanding upon the completion of this offering that have exercise prices below the initial public offering price. To the extent such options or warrants are exercised in the future, there may be further dilution to new investors.

Provisions in our certificate of incorporation, our bylaws, and Delaware law could make it more difficult for a third party to acquire us, discourage a takeover, and adversely affect existing stockholders.

Our certificate of incorporation, our bylaws, and the Delaware General Corporation Law contain provisions that may make it more difficult or delay attempts by others to obtain control of our company, even when these attempts may be in the best interests of stockholders. These include provisions limiting the stockholders’ powers to remove directors or take action by written consent instead of at a stockholders’ meeting. Our certificate of incorporation also authorizes our board of directors, without stockholder approval, to issue one or more series of preferred stock, which could have voting and conversion rights that adversely affect or dilute the voting power of the holders of common stock. In addition, our certificate of incorporation provides for our board to be divided into three classes, serving staggered terms. The classified board provision could have the effect of discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us. Delaware law also imposes conditions on the voting of “control shares” and on certain business combination transactions with “interested stockholders.”

These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which stockholders might otherwise receive a premium for their shares over then current market prices. These provisions may also limit the ability of stockholders to approve transactions that they may deem to be in their best interests.

Special Note Regarding Forward-Looking Statements

The statements and information contained in this prospectus that are not purely historical are forward-looking statements. Forward-looking statements include statements regarding our “expectations,” “anticipation,” “intentions,” “beliefs,” or “strategies” regarding the future. Forward-looking statements also include statements regarding revenue, margins, expenses, and earnings analysis for 2008 and thereafter; potential acquisitions or strategic alliances; and liquidity and anticipated cash needs and availability. All forward-looking statements included in this prospectus are based on information available to us as of the date of this prospectus, and we assume no obligation to update any such forward-looking statements. Our actual results could differ materially from the forward-looking statements. Among the factors that could cause actual results to differ materially are the factors discussed under “Risk Factors,” which include, but are not limited to, the following:


	n	the competitive nature of the transportation industry;

	n	fluctuations in the price or availability of fuel;

	n	our ability to maintain the level of service that we currently provide to our customers;

	n	the ability of our carriers to meet our needs and expectations, and those of our customers;

	n	our reliance on ICs to provide transportation services to our customers;

	n	fluctuations in the levels of capacity in the over-the-road freight sector;

	n	our ability to attract and retain sales representatives and brokerage agents;

	n	our ability to successfully execute our acquisition strategy;

	n	the effects of auto liability, general liability, and workers’ compensation claims;


	n	general economic, political, and other risks that are out of our control, including any prolonged delay in a recovery of the U.S. over-the-road freight sector;


	n	our reliance on our executive officers and key personnel;

	n	seasonal fluctuations in our business;

	n	the costs associated with being a public company and our ability to comply with the internal control and financial reporting obligations of the SEC and Sarbanes-Oxley;

	n	the effects of governmental and environmental regulations; and

	n	our ability to maintain, enhance, or protect our proprietary technology systems.

See the section entitled “Risk Factors” for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. These factors and the other risk factors described in this prospectus are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us.

Use of Proceeds

Assuming an initial public offering price of $ per share, we estimate that we will receive net proceeds of $ million after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use approximately $ million of the net proceeds of this offering to prepay an aggregate of $ million of the $ million of outstanding debt under the RRTS credit facility and approximately $ million to prepay the RRTS senior subordinated notes and accrued interest. In addition, we intend to use approximately $ million of the net proceeds of this offering to prepay an aggregate of $ million of outstanding debt under the GTS credit facility.

The RRTS credit facility consists of a term loan facility of $40.0 million, of which approximately $33.5 million was outstanding as of June 30, 2008, and a five-year revolving credit facility of up to $50.0 million in revolving credit loans, letters of credit, and swingline loans, of which approximately $29.7 million was outstanding as of June 30, 2008. The RRTS senior subordinated notes were issued in an aggregate principal amount of approximately $36.4 million and have a maturity date of September 15, 2012. As of June 30, 2008, there was approximately $38.1 million in aggregate principal amount of RRTS senior subordinated notes outstanding. The GTS credit facility consists of a term loan facility of $8.0 million, of which approximately $7.8 million was outstanding as of June 30, 2008, and a five-year revolving credit facility of up to $3.0 million, none of which was outstanding as of June 30, 2008.

In addition to the purposes described above, we intend to use approximately (i) $5.1 million of the net proceeds from this offering to redeem our shares of Series A preferred stock, including accrued and unpaid dividends, and (ii) $4.1 million to pay a termination fee upon completion of this offering to affiliates of our two largest stockholders in connection with the termination of the management services agreement with these affiliates. See “Certain Relationships and Related Transactions.”

We intend to use the remaining net proceeds of approximately $ for general corporate purposes, including to finance our working capital needs and to fund potential future acquisitions of complementary businesses. As of the date of this prospectus, we have no binding commitment or agreement relating to any acquisition or investment.

Pending the uses described above, we will retain broad discretion in the allocation of any remaining proceeds from this offering and plan to invest such remaining proceeds, if any, in interest-bearing securities.

We will not receive any of the net proceeds from the sale of shares of common stock by the selling stockholders, which are estimated to be approximately $ million. See “Principal and Selling Stockholders.”

Dividend Policy

Historically, we have not paid dividends on our common stock, and we currently do not intend to pay any dividends on our common stock after the completion of this offering. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Payments of any cash dividends in the future will depend on our financial condition, results of operations, and capital requirements as well as other factors deemed relevant by our board of directors. Our current debt agreements prohibit us from paying dividends without the consent of our lenders.

Capitalization

The following table sets forth our capitalization at June 30, 2008 and as adjusted to reflect (1) the sale of the shares of common stock offered by us in this offering at an assumed initial public offering price of $ per share, after deducting estimated underwriting discounts and offering expenses and giving effect to our application of the estimated net proceeds; (2) the GTS merger; (3) the conversion of all of our currently outstanding shares of Class A common stock and Class B common stock into newly authorized shares of common stock on a -for-one basis; and (4) the redemption of our Series A preferred stock for approximately $5.1 million, including accrued and unpaid dividends, all of which are conditioned upon, and will occur immediately prior to or simultaneously with, the consummation of this offering.


(unaudited, in thousands)	As of June 30, 2008
	Actual		As Adjusted

Debt:
RRTS credit facility	$	63,150	$
RRTS senior subordinated notes		38,075

Total debt		101,225

Preferred stock subject to mandatory redemption , $.01 par value; 5,000 shares authorized; 5,000 shares issued and outstanding, actual and as adjusted		5,000

Redeemable common stock: Class A common stock $.01 par value; 1,765 shares issued and outstanding		1,765

Stockholders’ investment ^(a) :
Class A common stock, $.01 par value; 97,563 shares issued and outstanding, actual; shares issued and outstanding, as adjusted		1
Class B common stock, $.01 par value; 2,000 shares authorized; 1,892 shares issued and outstanding, actual; shares issued and outstanding, as adjusted		–
Newly issued common stock, $.01 par value; 100,000,000 shares authorized; no shares issued and outstanding, actual; shares issued and outstanding, as adjusted		–
Additional paid-in capital		101,151
Retained earnings		4,404

Total stockholders’ investment		105,556

Total capitalization	$	213,546	$


(a)		The number of shares of common stock excludes shares issuable upon exercise of options outstanding at June 30, 2008 with a weighted average exercise price of $ per share, and shares issuable upon exercise of warrants outstanding at June 30, 2008 with an exercise price of $ per share.

Please read the capitalization table together with the sections of this prospectus entitled “Unaudited Pro Forma Consolidated Financial Data,” “Selected Consolidated Financial and Other Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus.

Dilution

Our pro forma net tangible book value as of June 30, 2008 was approximately $ million, or $ per share of common stock. Pro forma net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the pro forma aggregate number of shares of our common stock outstanding. Pro forma outstanding shares of common stock as of June 30, 2008 gives retroactive effect to (1) the proposed modification of our capital structure in connection with this offering to, among other things, convert our Class A common stock and Class B common stock into a single class of common stock on a -for-one basis; (2) the redemption of our Series A preferred stock; and (3) the GTS merger.

Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma net tangible book value per share of our common stock immediately after completion of this offering. After giving effect to our sale of shares at an assumed initial public offering price of $ per share and after deducting estimated underwriting discounts and our estimated offering expenses, our adjusted pro forma net tangible book value at June 30, 2008 would have been approximately $ million, or $ per share. This represents an immediate increase in net tangible book value of $ per share to existing stockholders and an immediate dilution in net tangible book value of $ per share to purchasers of shares in this offering. The following table illustrates this per share dilution:


Initial public offering price per share		$
Pro forma net tangible book value per share as of June 30, 2008	$
Increase per share attributable to new investors

Adjusted pro forma net tangible book value per share after the offering

Dilution per share to new investors		$

The following table summarizes on a pro forma basis as of June 30, 2008, the differences between the number of shares purchased from us, the total consideration paid to us, and the average price per share paid by existing stockholders and by the new investors at an assumed initial public offering price of $ per share, before deducting the estimated underwriting discounts and commissions and estimated expenses of this offering.


	Shares Purchased				Total Consideration				Average Price
	Number	Percent			Amount	Percent			Per Share

Existing stockholders				%	$			%	$
New investors				%				%

Total			100.0	%			100.0	%	$

If the underwriters’ over-allotment option is exercised in full, the number of shares held by new investors will increase to shares, or % of the total number of shares of common stock to be outstanding after this offering.

In the discussion and tables above, we assume no exercise of outstanding options to purchase shares of our common stock at a weighted average exercise price of $ per share, and no exercise of outstanding warrants to purchase shares of our common stock at an exercise price of $ per share. The issuance of common stock in connection with the exercise of these options and warrants will result in further dilution to new investors.

Unaudited Pro Forma Consolidated Financial Data

The following unaudited pro forma consolidated financial data reflect our historical results as adjusted to give pro forma effect to the GTS acquisition, the GTS merger, this offering, and the redemption of our Series A preferred stock. The adjustments are described in the notes to the unaudited pro forma consolidated financial data. The unaudited pro forma consolidated financial data exclude adjustments to reflect one-time, non-recurring charges that are expected to occur as a result of the GTS acquisition, GTS merger, this offering, and the redemption of our Series A preferred stock, which are described in the notes to the Unaudited Pro Forma Consolidated Financial Data.

Consistent with the provisions of SFAS No. 141, Business Combinations (SFAS 141), transfers of net assets or exchanges of equity interests between entities under common control do not constitute business combinations. Upon consummation of the GTS merger, each share of GTS’ outstanding common stock will be exchanged for shares of RRTS common stock. Because RRTS and GTS will have had the same control group immediately before and after the GTS merger, which will take place simultaneous with the consummation of this offering, the GTS merger has been presented as a combination of entities under common control on a historical cost basis in a manner similar to a pooling of interests. In accordance with SFAS 141, all intercompany balances and transactions related to the GTS merger have been eliminated in consolidation.

The unaudited pro forma consolidated balance sheet data have been prepared to give effect to the GTS acquisition, the GTS merger, the conversion of our Class A common stock and Class B common stock into a single class of common stock on a -for-one basis, the redemption of our Series A preferred stock, and the receipt and application of assumed proceeds received by us in this offering, as if each had occurred on June 30, 2008. The GTS balance sheet as of June 30, 2008 is presented under the new company basis, which has been accounted for using the purchase method of accounting.

The unaudited pro forma consolidated statement of operations data for the year ended December 31, 2007 and the six months ended June 30, 2008 have been prepared to give effect to the GTS acquisition, the GTS merger, the conversion of our Class A common stock and Class B common stock into a single class of common stock on a -for-one basis, the redemption of our Series A preferred stock, and the receipt and application of assumed net proceeds received by us in this offering, as if each had occurred on January 1, 2007. The combined results of operations of Group Transportation Services and GTS Direct (predecessor entities) for the year ended December 31, 2007 and the period from January 1, 2008 through February 29, 2008 is presented under the historical company basis. The consolidated results of operations of GTS (successor entity) for the period February 12, 2008 (date of inception) through June 30, 2008 is presented under the new company basis, which has been accounted for using the purchase method of accounting.

The unaudited pro forma consolidated financial data have been prepared in accordance with the rules and regulations of the SEC and are provided for comparison and analysis purposes only. The unaudited pro forma consolidated financial data should not be considered indicative of actual results that would have been achieved had the GTS acquisition, the GTS merger, and this offering actually been consummated on the dates indicated. The unaudited pro forma consolidated financial data do not purport to be indicative or to forecast what our balance sheet data, results of operations, cash flows, or other data will be as of any future date or for any future period. A number of factors may affect our results. See “Special Note Regarding Forward-Looking Statements” and “Risk Factors.”

The pro forma adjustments are based on preliminary estimates and currently available information and assumptions that we believe are reasonable. RRTS’ management does not expect any final adjustments to be materially different from the preliminary amounts presented in this prospectus. The final allocation of shares of common stock to be offered by us and the selling stockholders in this offering may affect the pro forma adjustments. The notes to the unaudited pro forma consolidated balance sheet data and consolidated statement of operations data provide a detailed discussion of how such adjustments were derived and presented herein. The following data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Consolidated Financial and Other Data,” and the consolidated financial statements and related notes thereto included elsewhere in this prospectus.

Roadrunner Transportation Services Holdings, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of June 30, 2008


					Merger			Offering
(In thousands, except per share data)					Pro Forma			Pro Forma		Pro Forma
	RRTS		GTS		Adjustments			Adjustments		Consolidated

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	580	$	542	$	–		$	^(b)(c)(d)	$
Accounts receivable, net		56,158		3,324		(45	) ^(a)
Deferred income taxes		2,285		–		–
Prepaid expenses and other current assets		6,534		34		–

Total current assets		65,557		3,900		(45	)

PROPERTY AND EQUIPMENT, net		5,040		2,758		–
OTHER ASSETS:
Goodwill		185,096		23,248		–
Other noncurrent assets		3,261		883		–

Total other assets		188,357		24,131		–

TOTAL ASSETS	$	258,954	$	30,789	$	(45	)	$		$

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
Current maturities of long-term debt	$	5,250	$	820	$	–		$	^(c)	$
Accounts payable		34,295		3,198		(45	) ^(a)
Accrued expenses and other liabilities		8,733		1,805		–			^(d)

Total current liabilities		48,278		5,823		(45	)
LONG-TERM DEBT, net of current maturities		95,975		6,980		–			^(c)
OTHER LONG-TERM LIABILITIES		2,380		1,166		–
PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION		5,000		–		–			^(d)

Total liabilities		151,633		13,969		(45	)

REDEEMABLE COMMON STOCK		1,765		–		–
STOCKHOLDERS’ INVESTMENT:
Common stock		101,152		16,676		–			^(b)
Retained earnings		4,404		144		–

Total stockholders’ investment		105,556		16,820		–

TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ INVESTMENT	$	258,954	$	30,789	$	(45	)	$		$

See Notes to Unaudited Pro Forma Consolidated Financial Data

Roadrunner Transportation Services Holdings, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2007


(In thousands, except per share data)
					Merger			Offering
			GTS		Pro Forma			Pro Forma		Pro Forma
	RRTS		Pre-acquisition		Adjustments			Adjustments		Consolidated

Revenues, net	$	538,007	$	27,473	$	(518	) ^(a)	$		$
Purchased transportation costs		425,568		20,959		(518	) ^(a)
Personnel and related benefits		55,354		3,031		–
Other operating expenses		37,311		1,157		–			^(e)
Depreciation and amortization		1,840		304		440	^(f)

Operating income (loss)		17,934		2,022		(440	)
Interest expense		13,937		181		736	^(g)		^(h)
Loss on early extinguishment of debt		1,608		–		–

Income (loss) before provision for income taxes		2,389		1,841		(1,176	)
Provision for (benefit from) income taxes		1,294		–		(470	) ⁽ⁱ⁾		⁽ⁱ⁾

Net income (loss) before preferred dividends		1,095		1,841		(706	)
Preferred dividends		160		–		–			^(d)

Net income (loss) available to common stockholders	$	935	$	1,841	$	(706	)	$		$

Earnings (loss) per share available to common stockholders:
Basic										$
Diluted										$

Weighted average common stock outstanding:
Basic											^(j)
Diluted											^(j)

See Notes to Unaudited Pro Forma Consolidated Financial Data

Roadrunner Transportation Services Holdings, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Six Months Ended June 30, 2008


(In thousands, except per share data)								Merger			Offering
			GTS					Pro Forma			Pro Forma			Pro Forma
	RRTS		Pre-acquisition			Post-acquisition		Adjustments			Adjustments			Consolidated

Revenues, net	$	276,802	$	4,302		$	10,442	$	(224	) ^(a)	$			$
Purchased transportation costs		222,011		3,249			8,049		(224	) ^(a)
Personnel and related benefits		27,588		4,093	^(k)		1,220
Other operating expenses		17,469		295			501					^(e	⁾
Depreciation and amortization		984		45			208		73	^(f)

Operating income		8,750		(3,380	)		464		(73	)
Interest expense		6,298		29			241		144	^(g)		^(h	⁾
Income (loss) before provision for income taxes		2,452		(3,409	)		223		(217	)
Provision for (benefit from) income taxes		1,018		–			79		(87	) ⁽ⁱ⁾			⁽ⁱ⁾

Net income (loss) before preferred dividends		1,434		(3,409	)		144		(130	)
Preferred dividends		100		–			–		–			^(d	⁾

Net income (loss) available to common stockholders	$	1,334	$	(3,409	)	$	144	$	(130	)	$			$

Earnings (loss) per share available to common stockholders:
Basic														$
Diluted														$

Weighted average common stock outstanding:
Basic															^(j)
Diluted															^(j)

See Notes to Unaudited Pro Forma Consolidated Financial Data

Roadrunner Transportation Services Holdings, Inc.

Notes to Unaudited Pro Forma Consolidated Financial Data

(in thousands, except share data)


(a)	Reflects an adjustment for intercompany eliminations.

(b)	Reflects an adjustment to apply assumed net proceeds of approximately $ million from this offering for the purposes of this pro forma data.

(c)	Reflects the repayment of obligations under the RRTS credit facility, the repayment of obligations under the GTS credit facility, and the redemption of RRTS’ senior subordinated notes.


(d)	Reflects an adjustment associated with the redemption of 5,000 shares of Series A preferred stock and the payment of accrued dividends thereon which, for pro forma purposes, is conditioned solely upon the consummation of this offering.

(e)

Reflects an adjustment to eliminate the historical management fee paid by RRTS. The management agreement will be terminated upon consummation of this offering and no management fees will be paid thereafter. In connection with this offering, we will pay an aggregate of $4.1 million to Thayer | Hidden Creek Management and Eos Management related to the termination of the management and consulting agreement. This amount is a one-time, non-recurring charge that is not reflected in the “Unaudited Pro Forma Consolidated Financial Data.” For more information, see “Certain Relationships and Related Transactions — Management and Consulting Agreements.”

(f)

Reflects the increase in depreciation and amortization expense as a result of the GTS acquisition due to the preliminary February 29, 2008 GTS purchase price allocation which resulted in (1) an increase in depreciation expense resulting from the step up of a technology system depreciated on a straight-line basis over a five-year period, and (2) the amortization of identifiable intangibles using the straight-line method over an estimated useful life of five years, as follows:


			Six Months
	Year Ended		Ended
	December 31,		June 30,
	2007		2008

Depreciation of GTS’ technology system	$	300	$	150
Amortization of GTS’ customer relationship		140		70
Less: Historical amount recorded		–		(147	)

Pro forma adjustment	$	440	$	73

(g)

GTS had no debt outstanding prior to the GTS acquisition. The purchase price of the GTS acquisition was $24.1 million, which was financed with proceeds from the sale of common stock by GTS of $13.4 million, a $3.2 million non-cash issuance of stock, and borrowings under the GTS credit facility of $8.0 million. This pro forma adjustment reflects an adjustment to record interest expense on the incremental debt of $8.0 million, assuming the debt was issued under the RRTS credit facility, at an interest rate of 9.2% for the year ended December 31, 2007 and 7.9% for the six months ended June 30, 2008, as if the GTS merger had occurred on January 1, 2007, as follows:


			Six Months
	Year Ended		Ended
	December 31,		June 30,
	2007		2008

Total pro forma interest expense on incremental borrowings of $8.0 million	$	736	$	314
Less: Historical interest expense recorded under the GTS credit facility		–		(170	)

Pro forma adjustment	$	736	$	144


(h)	Reflects an adjustment to record a reduction in interest expense from a reduction in net borrowings at a weighted average interest rate of 9.2%, the rate in effect at December 31, 2007.

(i)	Reflects an adjustment to record income tax expense at the estimated statutory tax rate of 40%.

(j)	Number of shares include only those shares of common stock whose proceeds are sufficient to execute the transactions as described in “Use of Proceeds.”


(k)	Includes a transaction bonus paid to GTS personnel in connection with the GTS acquisition in the amount of $3.6 million, which is a one-time, non-recurring charge.

Selected Consolidated Financial and Other Data

The following table sets forth selected consolidated financial and other data as of and for the periods indicated. You should read the following information together with the more detailed information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

We acquired all outstanding shares of Dawes Transport at the close of business on March 31, 2005. As such, the periods ending on or before March 31, 2005 are herein referred to as the Predecessor periods. The periods beginning after March 31, 2005 are herein referred to as the Successor periods. The consolidated statements of operations and other data for the years ended December 31, 2003 and 2004, and for the period from January 1, 2005 to March 31, 2005, and the consolidated balance sheet data as of December 31, 2003 and 2004 (which are not included in this prospectus), are derived from Dawes Transport financial statements. The consolidated statements of operations and other data for the period February 22, 2005 (date of inception) to December 31, 2005, and for the years ended December 31, 2006 and 2007, and the consolidated balance sheet data as of December 31, 2006 and 2007, are derived from the Successor’s audited consolidated financial statements included in this prospectus. There were no substantive operations from February 22, 2005 (date of inception) until the acquisition of Dawes Transport on March 31, 2005. The consolidated statements of operations data for the six months ended June 30, 2007 and 2008 and the consolidated balance sheet data as of June 30, 2007 and 2008 have been derived from our unaudited consolidated financial statements. Our selected consolidated financial and other data as of and for the six months ended June 30, 2008 do not include data for GTS. Our unaudited consolidated financial statements include all adjustments, all of which are normal recurring adjustments, that we consider necessary for a fair presentation of our results for these unaudited periods. The results of operations for the six months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2008.

All outstanding shares of Roadrunner Freight were acquired at the close of business on April 29, 2005 by our controlling stockholder through Thayer LTL Holding Corp., referred to as THC. On June 3, 2005, THC was merged into RRTS. As such, because we were under common control with Roadrunner Freight as of April 29, 2005, the statement of operations, consolidated balance sheet, and other data for the Successor periods include the results of Roadrunner Freight subsequent to the close of business on April 29, 2005.

In addition, on October 4, 2006, our controlling stockholder, through Sargent Transportation Group, Inc., referred to as STG, acquired all of the outstanding capital stock of a group of companies collectively referred to as Sargent. On March 14, 2007, STG was merged into RRTS. As such, because we were under common control with Sargent as of October 4, 2006, the statements of operations, consolidated balance sheet, and other data for the Successor periods include the results of Sargent from October 4, 2006.


(In thousands, except per share data)	Predecessor									Successor
																			Six Months
	Years Ended Dec. 31,						Jan. 1, 2005 -			Feb. 22, 2005 -			Years Ended Dec. 31,						Ended June 30,
	2003			2004			Mar. 31, 2005			Dec. 31, 2005			2006			2007			2007			2008
																			(unaudited)

Consolidated Statement of Operations Data:
Revenues, net	$	158,496		$	181,544		$	43,428		$	250,950		$	399,441		$	538,007		$	261,168		$	276,802
Purchased transportation costs		108,685			126,366			30,225			180,920			302,296			425,568			206,592			222,011
Personnel and related expenses		25,226			27,549			12,197			33,138			49,716			55,354			26,871			27,588
Other operating expenses		17,163			18,507			4,957			22,280			33,033			37,311			18,915			17,469
Depreciation and amortization		703			697			145			556			1,072			1,840			872			984
Restructuring expense		–			–			–			646			–			–			–			–

Operating income (loss)		6,719			8,425			(4,096	)		13,410			13,324			17,934			7,918			8,750
Interest expense		935			1,009			288			7,529			11,457			13,937			6,835			6,298
Loss on early extinguishment of debt		–			–			–			3,239			–			1,608			1,608			–

Income (loss) before provision for (benefit from) income taxes		5,784			7,416			(4,384	)		2,642			1,867			2,389			(525	)		2,452
Provision for (benefit from) income taxes		174			263			–			1,190			1,184			1,294			(283	)		1,018

Net income (loss) before preferred dividends		5,610			7,153			(4,384	)		1,452			683			1,095			(242	)		1,434
Preferred dividends		–			–			–			–			–			160			60			100

Net income (loss) available to common stockholders	$	5,610		$	7,153		$	(4,384	)	$	1,452		$	683		$	935		$	(302	)	$	1,334

Earnings (loss) per share available to common stockholders:
Basic	$	1,051.89		$	1,341.49		$	(822.05	)	$	17.22		$	7.73		$	9.24		$	(2.98	)	$	13.18
Diluted		1,051.89			1,341.49			(822.05	)		17.22			7.73			9.23			(2.98	)		13.08
Weighted average common stock outstanding:
Basic		5,333			5,333			5,333			84,315			88,437			101,220			101,220			101,220
Diluted		5,333			5,333			5,333			84,315			88,437			101,354			101,220			101,993
Consolidated Balance Sheet Data (at end of period):
Working capital	$	(7,234	)	$	(11,811	)	$	(19,220	)	$	7,171		$	19,946		$	15,539		$	22,393		$	17,279
Total assets		35,370			38,438			34,738			206,066			259,711			255,880			260,134			258,954
Total debt		7,334			2,628			10,993			93,122			116,306			102,420			111,046			101,225
Mezzanine equity ^(b)		–			–			–			2,150			1,865			1,765			1,765			1,765
Total stockholders’ investment ^(b)		1,261			1,384			(3,321	)		84,036			102,317			103,870			102,002			105,556
Other Data:
EBITDA ^(a)	$	7,422		$	9,122		$	(3,951	)	$	10,727		$	14,396		$	18,166		$	7,182		$	9,734
Capital expenditures		496			710			144			1,531			1,052			1,867			429			289
Net cash provided by (used in) operating activities		7,951			9,196			(6,820	)		9,119			9,516			12,470			2,210			2,368
Net cash provided by (used in) investing activities		(787	)		(904	)		(159	)		(179,638	)		(41,857	)		(3,187	)		(1,778	)		(738	)
Net cash provided by (used in) financing activities		(7,773	)		(8,210	)		7,030			171,627			34,285			(11,535	)		(2,155	)		(1,850	)


(a)		EBITDA represents earnings before interest, taxes, depreciation, and amortization. Our management uses EBITDA as a supplemental measure in evaluating our operating performance and when determining executive incentive compensation. Our management believes that EBITDA is useful to investors in evaluating our operating performance compared to other companies in our industry because it assists in analyzing and benchmarking the performance and value of our business. The calculation of EBITDA eliminates the effects of financing, income taxes, and the accounting effects of capital spending. These items may vary for different companies for reasons unrelated to the overall operating performance of a company’s business. EBITDA is not a financial measure presented in accordance with U.S. generally accepted accounting principles, or GAAP. Although our management uses EBITDA as a financial measure to assess the performance of our business compared to that of others in our industry, EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:


	n	EBITDA does not reflect our cash expenditures, future requirements for capital expenditures, or contractual commitments;

	n	EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

	n	EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debts;


	n	although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and


	n	other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered a measure 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 only supplementally. See the consolidated statements of cash flows included in our consolidated financial statements included elsewhere in this prospectus. The following is a reconciliation of net income (loss) before preferred dividends to EBITDA.


(In thousands)	Predecessor							Successor
														Six Months
	Years Ended Dec. 31,				Jan. 1, 2005 -			Feb. 22, 2005 -		Years Ended Dec. 31,				Ended June 30,
	2003		2004		Mar. 31, 2005			Dec. 31, 2005		2006		2007		2007			2008
														(unaudited)

Net income (loss) before preferred dividends	$	5,610	$	7,153	$	(4,384	)	$	1,452	$	683	$	1,095	$	(242	)	$	1,434
Plus: Provision for income taxes		174		263		–			1,190		1,184		1,294		(283	)		1,018
Plus: Interest expense		935		1,009		288			7,529		11,457		13,937		6,835			6,298
Plus: Depreciation and amortization		703		697		145			556		1,072		1,840		872			984

EBITDA	$	7,422	$	9,122	$	(3,951	)	$	10,727	$	14,396	$	18,166	$	7,182		$	9,734


The following charges are non-recurring, but have not been added to net income (loss) before preferred dividends in the calculation of EBITDA above.


(In thousands)	Predecessor							Successor
	Years Ended									Years Ended				Six Months
	Dec. 31,				Jan. 1, 2005 -			Feb. 22, 2005 -		Dec. 31,				Ended June 30,
	2003		2004		Mar. 31, 2005			Dec. 31, 2005		2006		2007		2007			2008
														(unaudited)

Loss on early extinguishment of debt	$	–	$	–	$	–		$	3,239	$	–	$	1,608	$	1,608		$	–
Restructuring expense		–		–		–			646		–		–		–			–


(b)		We have corrected the presentation of Class A common stock that may be subject to redemption by reclassifying these shares from permanent equity to mezzanine equity. See Note 14 to the RRTS 2007 Consolidated Financial Statements for more information.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis in conjunction with the information set forth under “Selected Consolidated Financial and Other Data” and our consolidated financial statements and the notes to those statements included elsewhere in this prospectus. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources, and other non-historical statements in this discussion are forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under “Risk Factors.” Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Company Overview

We are a leading non-asset based transportation and logistics services provider offering a full suite of solutions, including third-party logistics, customized and expedited LTL, TL, parcel, intermodal, and domestic and international air. We utilize a broad third-party network of transportation providers, comprised of ICs and purchased power, to serve a diverse customer base in terms of end market focus and annual freight expenditures. Although we service large national accounts, we primarily focus on small to mid-size shippers, which we believe represent an expansive and underserved market. We offer our customers value through customized transportation and logistics solutions, allowing them to reduce operating costs, redirect resources to core competencies, improve supply chain efficiency, and enhance customer service. Our business model is highly scalable and features a variable cost structure that requires minimal investment in transportation equipment and facilities, which enables us to generate strong free cash flows and attractive returns on our invested capital.

Because the GTS merger will not occur until the consummation of this offering, our discussion and analysis of financial condition and results of operations will include only a discussion of our LTL and TL brokerage businesses.

Our LTL business, which accounted for 67% of our 2007 revenues, involves the pickup, consolidation, linehaul, de-consolidation, and delivery of LTL shipments to most destinations in the contiguous United States, Hawaii, Alaska, Mexico, Puerto Rico, and parts of Canada. With a network of 18 leased service centers and over 215 third-party delivery agents, we employ a point-to-point LTL model that we believe represents a competitive advantage over the traditional hub and spoke LTL model in terms of faster transit times, lower incidence of damage, and reduced fuel consumption.

Within our TL brokerage business, which accounted for 33% of our 2007 revenues, we arrange the pickup and delivery of TL freight through our network of 12 company dispatch offices and 24 independent brokerage agents located throughout the United States and Canada. We offer temperature-controlled, dry van, and flatbed services and specialize in the transport of refrigerated foods, poultry, and beverages. We believe this specialization provides consistent shipping volume year-over-year.

We believe our success principally depends on our ability to generate revenues through our network of sales personnel and independent brokerage agents and to deliver freight safely, on time, and cost-effectively. Customer shipping demand and over-the-road freight tonnage levels, which are subject to overall economic conditions, ultimately drive increases or decreases in revenues. Our ability to operate profitably and generate cash is also impacted by over-the-road freight capacity, pricing dynamics, customer mix, and our ability to manage costs, including fluctuations in fuel costs, effectively. Within our LTL business, we typically generate revenues by charging our customers a flat or per-mile rate to haul their freight. This amount is typically comprised of a base rate and fuel surcharge. Within our TL brokerage business, we typically charge a flat rate negotiated on each load.

We incur costs that are directly related to the transportation of freight, including purchased transportation costs and commissions paid to our brokerage agents. We also incur indirect costs associated with the transportation of freight that include other operating costs, such as insurance and claims. In addition, we incur personnel-related costs and other operating expenses, collectively discussed herein as other operating expenses, essential to administering our operations. We continually monitor all components of our cost structure and establish annual budgets which, in general, are used to benchmark costs incurred on a monthly basis.

Purchased transportation costs within our LTL business represent amounts we pay to ICs or purchased power providers and are generally contractually agreed-upon rates. Purchased transportation costs within our TL brokerage business are typically based on negotiated rates for each load hauled. We pay commissions to our brokerage agents based on percentages of revenues generated. Purchased transportation costs are the largest component of our cost structure and are generally higher as a percentage of revenues within our TL brokerage business than within our LTL business. On a consolidated basis, purchased transportation costs typically increase or decrease in proportion to revenues.

Our ability to maintain or grow existing tonnage levels is impacted by overall economic conditions, shipping demand, and over-the-road freight capacity in North America, as well as by our ability to offer a competitive solution in terms of pricing, safety, and on-time delivery. We have experienced significant fluctuations in year-over-year tonnage levels in recent years.

The industry pricing environment also impacts our operating performance. Our LTL pricing is typically measured by billed revenue per hundredweight and is dictated primarily by factors such as average shipment size, shipment frequency and consistency, average length of haul, freight density, and customer and geographic mix. Pricing within our TL brokerage business generally has fewer influential factors than pricing within our LTL business, but is also typically driven by shipment frequency and consistency, average length of haul, and customer and geographic mix. The pricing environment for both our LTL and TL operations generally becomes more competitive during periods of lower market tonnage levels and increased capacity within the over-the-road freight sector.

The transportation industry is dependent upon the availability of adequate fuel supplies. We have experienced significantly higher fuel prices in the first half of 2008 compared to the same period in 2007. Our LTL business typically charges a fuel surcharge based on changes in diesel fuel prices compared to a national index. Although revenues from fuel surcharges generally more than offset increases in fuel costs, other operating costs have been, and may continue to be, impacted by fluctuating fuel prices. The total impact of higher energy prices on other nonfuel-related expenses is difficult to ascertain. We cannot predict future fuel price fluctuations, the impact of higher energy prices on other cost elements, recoverability of higher fuel costs through fuel surcharges, and the effect of fuel surcharges on our overall rate structure or the total price that we will receive from our customers. Depending on the changes in the fuel rates and the impact on costs in other fuel- and energy-related areas, operating margins could be impacted. Whether fuel prices fluctuate or remain constant, our operating income may be adversely affected if competitive pressures limit our ability to recover fuel surcharges. The operating income of our TL brokerage business is not impacted directly by changes in fuel rates as we are able to pass through fuel costs to our customers.

Significant Transactions

On February 22, 2005, Thayer | Hidden Creek formed Dawes Holding Corporation, which acquired, at the close of business on March 31, 2005, all of the outstanding capital stock of Dawes Transport, a non-asset based LTL provider primarily serving shipping lanes between the Midwest and West Coast using a blend of purchased power and ICs. The purchase price, net of cash acquired of $0.4 million, was $85.6 million. The purchase price, including financing fees of $2.4 million, was financed with proceeds of $42.4 million from the sale of our common stock and borrowings under credit facilities of $46.0 million. Our 2005 results of operations include the results of Dawes Transport beginning February 22, 2005 (date of inception). There were no substantive operations from date of inception until the acquisition of Dawes Transport on March 31, 2005.

On April 29, 2005, a company sponsored by Thayer | Hidden Creek acquired all of the capital stock of Roadrunner Freight, a provider of LTL services similar to Dawes Transport in scale and customer mix, but utilizing primarily purchased power. The purchase price, net of cash acquired of $0.8 million, was $92.6 million. The purchase price, including financing fees of $1.4 million, was financed with proceeds of $42.2 million from the sale of common stock of the purchaser and borrowings under credit facilities of $52.6 million. Our 2005 results of operations include the results of Roadrunner Freight beginning April 30, 2005.

On June 3, 2005, the parent holding company of Roadrunner Freight was merged with and into us. As a result, Dawes Transport and Roadrunner Freight became our wholly owned subsidiaries as of the merger date. Concurrently with the merger, we and our subsidiaries entered into financing agreements, the proceeds of which were used to retire amounts outstanding under the former credit facilities of Dawes Transport and Roadrunner Freight existing or entered into at the time of their respective acquisitions.

Financial information presented for periods prior to March 31, 2005 were prepared using Dawes Transport’s historical basis of accounting and are designated as Predecessor periods. As a result of the application of purchase accounting, the RRTS balances and amounts presented after March 31, 2005 are not comparable with those of the Predecessor.

On October 4, 2006, Sargent was acquired by a company sponsored by Thayer | Hidden Creek. Sargent is a TL brokerage operation serving shipping lanes throughout the Eastern United States and Canada. The aggregate purchase price of Sargent, net of cash acquired of $2.2 million and before impact of any contingent earnout consideration, was $46.2 million. The purchase price, including financing fees of $0.9 million, was financed with proceeds of $16.9 million from the sale of common stock of the purchaser, borrowings under credit facilities of $26.5 million, and a subordinated note payable to the former owners of Sargent of $5.0 million. In addition to the cash paid at closing, the former owners of Sargent could receive a contingent payment equal to the amount by which Sargent’s earnings before income taxes, depreciation, and amortization exceeds $8.0 million for each of 2006, 2007, 2008, and 2009.

On March 14, 2007, Sargent merged with and into us. At the time of the merger, each share of Sargent common stock was converted into two-tenths of a share of our Class A common stock. In addition, 10-year warrants to purchase an aggregate of 15,198 shares of our Class A common stock at a purchase price of $2,000 per share were issued to the existing stockholders of Sargent. In connection with the merger, all $5.0 million of subordinated notes payable to the former owners of Sargent was converted into $5.0 million of preferred stock.

Our 2006 results of operations include Dawes Transport and Roadrunner Freight results from January 1, 2006 through December 31, 2006 and Sargent’s results from October 4, 2006 through December 31, 2006.

On February 29, 2008, GTS acquired all of the outstanding capital stock of Group Transportation Services and all of the outstanding membership units of GTS Direct. The purchase price was $24.1 million, which was comprised of $20.9 million of cash and 3,200 shares of GTS common stock with an estimated fair value of $3.2 million. Simultaneous with the consummation this offering, GTS will be merged into a wholly owned subsidiary of RRTS. In addition to the cash paid at closing, the former owner of Group Transportation Services and GTS Direct could receive up to an additional $3.5 million in cash contingent upon the achievement of certain levels of earnings before interest, taxes, depreciation and amortization and management fees by Group Transportation Services and GTS Direct beginning with the calendar year ending December 31, 2008.

Results of Operations

The following table sets forth RRTS’ consolidated statement of operations data for the periods presented.


(In thousands)	Predecessor			Successor
										Six Months Ended
	Jan. 1, 2005 -			Feb. 22, 2005 -		Years Ended Dec. 31,				June 30,
	Mar. 31, 2005			Dec. 31, 2005		2006		2007		2007			2008
										(unaudited)

Revenues, net	$	43,428		$	250,950	$	399,441	$	538,007	$	261,168		$	276,802
Purchased transportation costs		30,225			180,920		302,296		425,568		206,592			222,011
Personnel and related benefits		12,197			33,138		49,716		55,354		26,871			27,588
Other operating expenses		4,957			22,280		33,033		37,311		18,915			17,469
Depreciation and amortization		145			556		1,072		1,840		872			984
Restructuring expense		–			646		–		–		–			–

Operating income (loss)		(4,096	)		13,410		13,324		17,934		7,918			8,750
Interest expense		288			7,529		11,457		13,937		6,835			6,298
Loss on early extinguishment of debt		–			3,239		–		1,608		1,608			–

Income (loss) before provision for (benefit from) income taxes		(4,384	)		2,642		1,867		2,389		(525	)		2,452
Provision for (benefit from) income taxes		–			1,190		1,184		1,294		(283	)		1,018

Net income (loss) before preferred dividends		(4,384	)		1,452		683		1,095		(242	)		1,434
Preferred dividends		–			–		–		160		60			100

Net income (loss) available to common stockholders	$	(4,384	)	$	1,452	$	683	$	935	$	(302	)	$	1,334

Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

Revenues

Revenues increased by $15.6 million, or 6.0%, to $276.8 million during the six months ended June 30, 2008 from $261.2 million during the six months ended June 30, 2007. Despite continued weakness in the over-the-road freight sector and difficult weather conditions, revenues within our LTL business increased by $13.5 million, or 7.7%, to $188.5 million during the six months ended June 30, 2008 from $175.0 million during the six months ended June 30, 2007. This growth is due in part to a 5.1% tonnage increase primarily associated with net new business and a 7.3% increase in revenues related to rising fuel costs and related fuel surcharges. Our TL brokerage business also achieved revenue growth of $2.5 million, or 2.9%, to $88.7 million during the six months ended June 30, 2008 from $86.2 million during the six months ended June 30, 2007. This increase is primarily the result of net new business and price increases related to fuel.

Purchased Transportation Costs

Purchased transportation costs increased by $15.4 million, or 7.5%, to $222.0 million during the six months ended June 30, 2008 from $206.6 million during the six months ended June 30, 2007. This is due in part to an increase in purchased transportation costs within our LTL business of $13.2 million, or 10.2%, to $143.0 million during the six months ended June 30, 2008 from $129.8 million during the six months ended June 30, 2007. As a percentage of LTL revenues, this represents an increase to 75.9% from 74.1%. This is primarily the result of increased fuel costs paid to carriers and pricing pressures, partially offset by improvements from tonnage increases and continued emphasis on building fuller, more cost-efficient loads. Within our TL brokerage business, purchased transportation costs increased by $2.5 million, or 3.3%, to $79.3 million during the six months ended June 30, 2008 from $76.8 million during the six months ended June 30, 2007. As a percentage of TL brokerage revenues, this represents an increase to 89.5% from 89.2%. This increase is primarily attributable to rising fuel costs and pricing pressure due to competition resulting from excess capacity within the truckload sector.

Other Operating Expenses

Other operating expenses decreased by $0.7 million, or 1.6%, to $45.1 million during the six months ended June 30, 2008 from $45.8 million during the six months ended June 30, 2007. Within our LTL business, other operating expenses decreased by $0.8 million, or 1.9%, to $39.4 million during the six months ended June 30, 2008 from $40.2 million during the six months ended June 30, 2007. As a percentage of LTL revenues, this represents an improvement to 20.9% during the six months ended June 30, 2008 from 23.0% during the six months ended June 30, 2007. This is primarily a result of improvements in operating efficiency, partially offset by higher costs associated with handling increased tonnage. Within our TL brokerage business, other operating expenses were $5.6 million during both the six months ended June 30, 2008 and the six months ended June 30, 2007. As a percentage of TL brokerage revenues, this represents a modest improvement to 6.4% during the six months ended June 30, 2008 from 6.5% during the six months ended June 30, 2007. This is primarily attributable to increased operating efficiency gained through revenue growth.

Depreciation and Amortization

Depreciation and amortization increased to $1.0 million during the six months ended June 30, 2008 from $0.9 million during the six months ended June 30, 2007. Within our LTL business, depreciation and amortization increased to $0.7 million during the six months ended June 30, 2008 from $0.6 million during the six months ended June 30, 2007 due to higher capital expenditures in the second half of 2007. Within our TL brokerage business, depreciation and amortization was $0.3 million during both the six months ended June 30, 2008 and the six months ended June 30, 2007.

Operating Income

Operating income increased by $0.9 million, or 10.5%, to $8.8 million during the six months ended June 30, 2008 from $7.9 million during the six months ended June 30, 2007. As a percentage of revenues, operating income increased to 3.2% during the six months ended June 30, 2008 from 3.0% during the six months ended June 30, 2007. Within our LTL business, operating income increased by $0.9 million, or 18.6%, to $5.4 million during the six months ended June 30, 2008 from $4.5 million during the six months ended June 30, 2007. As a percentage of LTL revenues, this represents a modest improvement to 2.8% during the six months ended June 30, 2008 from 2.6% during the six months ended June 30, 2007. Within our TL brokerage business, operating income was $3.4 million during both the six months ended June 30, 2008 and the six months ended June 30, 2007. As a percentage of TL brokerage revenues, this represents a modest decline to 3.8% during the six months ended June 30, 2008 from 4.0% during the six months ended June 30, 2007. On a consolidated basis, the improvement in operating income as a percentage of revenues reflects the increase in revenues that outpaced the combined increase in purchased transportation costs, other operating expenses, and depreciation and amortization.

Interest Expense and Loss on Early Extinguishment of Debt

Interest expense decreased by $0.5 million, or 7.9%, to $6.3 million during the six months ended June 30, 2008 from $6.8 million during the six months ended June 30, 2007. This decrease is due to lower average debt balances and interest rates during the six months ended June 30, 2008.

Loss on early extinguishment of debt was $1.6 million during the six months ended June 30, 2007 and was related to the refinancing on March 14, 2007 in conjunction with RRTS’ merger with Sargent.

Income Tax

Income tax provision was $1.0 million during the six months ended June 30, 2008 compared to a tax benefit of $0.3 million during the six months ended June 30, 2007. The effective income tax rate was 41.5% during the six months

ended June 30, 2008 compared to 53.9% during the six months ended June 30, 2007. The effective income tax rate in each period exceeds the federal statutory rate of 35% primarily due to the impact of permanent items, the largest of which is meals and entertainment and the relative size of such permanent items compared to our pre-tax book income.

Net Income (Loss) Available to Common Stockholders

Net income increased by $1.6 million to $1.3 million during the six months ended June 30, 2008 from a loss of $0.3 million during the six months ended June 30, 2007.

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

Revenues

Revenues increased by $138.6 million, or 34.7%, to $538.0 million during 2007 from $399.4 million during 2006. Of this increase, $148.8 million is related to the inclusion of Sargent’s results for a full year in 2007 compared to three months in 2006, offset by a $19.9 million decline in TL brokerage revenues. This is primarily due to the closure of two brokerage agents and market tonnage declines. Despite declines in over-the-road freight tonnage and a competitive pricing environment, LTL revenues increased by $9.8 million. This increase was primarily due to net new business awards.

Purchased Transportation Costs

Purchased transportation costs increased by $123.3 million, or 40.8%, to $425.6 million during 2007 from $302.3 million during 2006. Of this increase, $133.0 million is related to the inclusion of Sargent’s results for a full year in 2007 compared to three months in 2006, offset by a $18.3 million decrease in TL brokerage purchased transportation costs. As a percentage of TL brokerage revenues, this decrease represents a modest improvement to 88.9% from 89.2%. This primarily results from the elimination of two brokerage agents. LTL purchased transportation costs increased by $8.7 million year-over-year, and increased modestly as a percentage of LTL revenues to 74.3% from 73.9%. Increases in fuel costs paid to carriers and lower freight density were partially offset by targeted cost reduction initiatives implemented during 2007 to streamline our cost structure and position us well for a market rebound. These initiatives included increasing our recruitment and utilization of ICs where more cost-effective, improving carrier selection tools within our technology system, renegotiating more favorable contracts with delivery agents, and increasing the number of deliveries direct to end users and through our service centers.

Other Operating Expenses

Other operating expenses increased by $10.0 million, or 12.0%, to $92.7 million during 2007 from $82.7 million during 2006. $8.8 million of this increase is related to the inclusion of Sargent’s results for a full year in 2007 compared to three months in 2006. Other operating expenses within our LTL business increased by $1.2 million over prior year levels but declined as a percentage of LTL revenues to 22.5% from 22.8%. This is primarily as a result of increased operating efficiency and savings under a consolidated insurance program.

Depreciation and Amortization

Depreciation and amortization increased by $0.7 million, or 71.6%, to $1.8 million in 2007 from $1.1 million in 2006. Of this increase, $0.2 million is related to the inclusion of Sargent’s results for a full year in 2007 compared to three months in 2006, in addition to a $0.4 million increase in TL brokerage depreciation and amortization. As a percentage of TL brokerage revenues, the $0.4 million increase in depreciation and amortization represents an increase to 0.4% from 0.1%. The increase is primarily attributable to amortization expense of $0.5 million recorded in 2007 related to Sargent’s customer relationship intangible asset. Within our LTL business, depreciation and amortization increased by $0.2 million to $1.2 million in 2007 from $1.0 million in 2006. As a percentage of LTL revenues, depreciation and amortization was 0.3% for both 2007 and 2006.

Operating Income

Operating income increased by $4.6 million, or 34.6%, to $17.9 million during 2007 from $13.3 million during 2006. As a percentage of revenue, operating income was 3.3% for both periods. Of the $4.6 million increase, $6.8 million is related to the inclusion of Sargent’s results for a full year in 2007 compared to three months in 2006, offset by a $1.9 million decrease in TL brokerage operating income. As a percentage of TL brokerage revenues, this decrease represents a decline to 4.4% during the six months ended June 30, 2006 from 4.9% during the six months ended June 30, 2007. LTL operating income declined by $0.3 million year-over-year, and declined modestly as a percentage of LTL revenues to 2.8% during the six months ended June 30, 2006 from 3.0% during the six months ended June 30, 2007.

Interest Expense and Loss on Early Extinguishment of Debt

Interest expense increased by $2.4 million, or 21.6%, to $13.9 million during 2007 from $11.5 million during 2006. This increase is primarily related to the inclusion of Sargent’s results for a full year in 2007 compared to three months in 2006.

Loss on early extinguishment of debt of $1.6 million during 2007 relates to the refinancing on March 14, 2007 in conjunction with our merger with Sargent.

Income Tax

Income tax provision was $1.3 million during 2007 compared to $1.2 million during 2006. The effective tax rate was 58.0% during the year ended December 31, 2007 compared to 63.4% for the year ended December 31, 2006. The effective income tax rate in each year exceeds the federal statutory rate of 35.0% primarily due to state and Canadian income taxes and due to the impact of permanent items, the largest of which is meals and entertainment.

Net Income Available to Common Stockholders

Net income increased by $0.2 million to $0.9 million during 2007 from $0.7 million during 2006.

Year Ended December 31, 2006 Compared to the Period from February 22, 2005 to December 31, 2005

Revenues

Revenues increased by $148.4 million, or 59.2%, to $399.4 million during 2006 from $251.0 million during the period from February 22, 2005 to December 31, 2005. Of this growth, $92.2 million is attributable to the inclusion of a full year of our results in 2006 compared to nine months in 2005, and $47.4 million of the increase is related to the inclusion of three months of Sargent’s results in 2006. These increases are partially enhanced by more favorable pricing and net new business. Predecessor revenues for the Predecessor period were $43.4 million.

Purchased Transportation Costs

Purchased transportation costs increased by $121.4 million, or 67.1%, to $302.3 million during 2006 from $180.9 million during the period from February 22, 2005 to December 31, 2005. Of this increase, $65.1 million is attributable to the inclusion of a full year of our results in 2006 compared to nine months in 2005, $42.0 million of this increase is related to the inclusion of three months of Sargent’s results in 2006, and the remaining increase is primarily due to record TL volumes, a shortage of drivers, and a legislative change in driver hours of service that caused a tightening in truck capacity and an increase in our purchased power rates. Predecessor purchased transportation costs for the Predecessor period were $30.2 million.

Other Operating Expenses

Other operating expenses increased by $27.3 million, or 49.3%, to $82.7 million during 2006 from $55.4 million during the period from February 22, 2005 to December 31, 2005. Of this increase, $31.4 million is attributable to the inclusion of a full year of our results in 2006 compared to nine months in 2005, and $2.5 million of the increase is due to the inclusion of three months of Sargent results in 2006. These increases were partially offset by cost synergies realized through a reduction in headcount, consolidation of back office requirements, and the closure of certain leased facilities. Predecessor other operating expenses were $17.2 million for the Predecessor period.

Depreciation and Amortization

Depreciation and amortization increased by $0.5 million, or 92.8%, to $1.1 million during 2006 from $0.6 million during the period from February 22, 2005 to December 31, 2005. Nearly all of this increase is attributable to the inclusion of a full year of our results in 2006 compared to nine months in 2005. Predecessor recorded $0.1 million of depreciation and amortization during the Predecessor period.

Restructuring Expense

Restructuring expense was $0.6 million during the period from February 22, 2005 to December 31, 2005 and relates to expenses incurred in connection with the merger of Roadrunner Freight into us on June 3, 2005.

Operating Income

Operating income declined by $0.1 million, or 0.6%, to $13.3 million during 2006 from $13.4 million during the period from February 22, 2005 to December 31, 2005. Of this decline, $4.8 million is attributable to the inclusion of a full year of our results in 2006 compared to nine months in 2005, offset by the addition of $2.8 million related to the inclusion of three months of Sargent’s results in 2006 and a $1.9 million increase in LTL operating income. Predecessor reported an operating loss of $4.1 million for the Predecessor period.

Interest Expense and Loss on Early Extinguishment of Debt

Interest expense increased by $4.0 million, or 52.2%, to $11.5 million during 2006 from $7.5 million during the period from February 22, 2005 to December 31, 2005. This increase is primarily related to the financing arrangements entered into in conjunction with RRTS’ acquisition of Dawes Transport and merger of Roadrunner Freight into RRTS on June 3, 2005.

Loss on early extinguishment of debt was $3.2 million during the period from February 22, 2005 to December 31, 2005 related to the financing arrangements entered into in conjunction with our acquisition of Dawes Transport and the merger of Roadrunner Freight into us on June 3, 2005.

Income Tax

Income tax expense was $1.2 million during both 2006 and the period from February 22, 2005 to December 31, 2005. The effective income tax rate was 63.4% during the year ended December 31, 2006 compared to 45.0% during the period from February 22, 2005 to December 31, 2005. The effective income tax rate in each period exceeds the federal statutory rate of 35% primarily due to the impact of permanent items, the largest of which is meals and entertainment, and the relative size of such permanent items compared to our pre tax book income.

Net Income

Net income declined by $0.8 million to $0.7 million during 2006 from $1.5 million during the period from February 22, 2005 to December 31, 2005.

Liquidity and Capital Resources

We have historically generated cash from operations, which has enabled us to fund our organic growth and reduce our indebtedness. As of June 30, 2008, we had $0.6 million in cash and cash equivalents, $17.3 million in working capital, and $17.0 million of availability under the RRTS revolving credit facility.

Cash Provided by (Used in) Operating Activities

Cash provided by operating activities was $2.4 million during the six months ended June 30, 2008, compared to cash provided of $2.2 million during the six months ended June 30, 2007. The difference results primarily from growth in net income.

Cash provided by operating activities was $12.5 million during 2007, compared to cash provided of $9.5 million during 2006. The difference results primarily from growth in net income and larger non-cash expenses incurred during 2007 compared to 2006.

Cash provided by operating activities was $12.5 million during 2006, compared to $9.1 million during the period from February 22, 2005 through December 31, 2005. This was primarily a result of the inclusion of our results for a full year in 2006 compared to nine months in 2005, and the inclusion of Sargent’s results for three months in 2006.

Cash Used in Investing Activities

Cash used in investing activities was $0.7 million during the six months ended June 30, 2008, compared to cash used of $1.8 million during the six months ended June 30, 2007. The decrease in cash used resulted from a $0.4 million Sargent earnout payment made during the six months ended June 30, 2008 compared to $1.3 million during the same period in 2007, in addition to a decline in capital expenditures to $0.3 million during the six months ended June 30, 2008 from $0.4 million during the same period in 2007.

Cash used in investing activities was $3.2 million during 2007 compared to cash used of $41.9 million during 2006. The difference relates primarily to $41.2 million of cash used related to the acquisition of Sargent on October 4, 2006.

Cash used in investing activities was $41.9 million during 2006 compared to cash used of $179.6 million during the period from February 22, 2005 through December 31, 2005. The difference relates primarily to the acquisition of Sargent in 2006, our acquisition of Dawes Transport on March 31, 2005 for $85.6 million, net of cash acquired of $0.4 million, and the acquisition of Roadrunner Freight on April 29, 2005 for $92.6 million, net of cash acquired of $0.8 million.

Cash Provided by (Used in) Financing Activities

During the six months ended June 30, 2008, cash used in financing activities was $1.9 million compared to cash used in financing activities of $2.2 million during the six months ended June 30, 2007. The difference results primarily from the financing arrangements entered into in conjunction with our merger with Sargent on March 14, 2007 and a larger repayment of debt during the three months ended June 30, 2008 compared to the three months ended June 30, 2007.

Cash used in financing activities was $11.5 million during 2007 compared to cash provided of $34.3 million during 2006. The difference results primarily to bank financing received in connection with the acquisition of Sargent on October 4, 2006.

Cash provided by financing activities was $34.3 million during 2006 compared to cash provided of $171.6 million during the period from February 22, 2005 to December 31, 2005. The difference primarily results from the relative size of the financing requirements between the acquisitions of Dawes Transport and Roadrunner Freight in 2005, and the acquisition of Sargent in 2006.

Credit Facilities

On March 14, 2007, RRTS entered into an amended and restated credit agreement, referred to as the RRTS credit facility, which is secured by all of RRTS’ assets. The RRTS credit facility includes a $50.0 million revolving credit facility and a $40.0 million term note. The revolving credit facility and the term note mature in 2012. Availability under the revolving credit facility is subject to a borrowing base of eligible accounts receivable, as defined in the credit agreement. Interest is payable quarterly at LIBOR plus an applicable margin or, at RRTS’ option, prime plus an applicable margin. Principal is payable in quarterly installments ranging from $1.3 million per quarter in 2008 to $1.8 million per quarter through December 31, 2011. A final payment of $12.5 million is due in 2012. The revolving credit facility also provides for the issuance of up to $6.0 million in letters of credit. As of June 30, 2008, RRTS had approximately $63.2 million outstanding under the RRTS credit facility. As of June 30, 2008, approximately $33.5 million was outstanding under the term loan and $29.7 million was outstanding under the revolving credit facility. In addition, RRTS had approximately $3.3 million of letters of credit outstanding as of June 30, 2008. The RRTS credit facility also includes covenants that require RRTS to, among other things, maintain a specified fixed charge coverage ratio. RRTS was in compliance with all debt covenants as of June 30, 2008. See “Description of Indebtedness” on page 73 for a more detailed description of the RRTS credit facility.

We intend to prepay all $ of the term loan outstanding as of the consummation of this offering and $ of the revolving credit facility with a portion of the net proceeds of this offering. See “Use of Proceeds.”

Subordinated Debt

The RRTS senior subordinated notes were issued in an aggregate principal amount at maturity of approximately $36.4 million and will mature on September 15, 2012. The RRTS senior subordinated notes include cash interest of 12% plus a deferred margin, payable quarterly, that is treated as deferred interest and is added to the principal balance of the note each quarter. The deferred interest ranges from 2.0% to 5.5% depending on RRTS’ total leverage calculation, payable at maturity in 2012. As of June 30, 2008, there were $38.1 million in aggregate principal amount of senior subordinated notes outstanding. We intend to prepay all of the outstanding subordinated notes with a portion of the net proceeds of this offering. See “Use of Proceeds.”

Anticipated Uses of Cash

We anticipate that our operating expenses and planned capital expenditures will constitute a material use of cash, and we expect to use available cash to acquire or make strategic investments in complementary businesses, to pay down debt, and for working capital and other general corporate purposes. We also expect to use available cash to make any earnout payments due to the former owners of Sargent, Group Transportation Services, and GTS Direct. The former owners of Sargent could receive a contingent payment equal to the amount by which Sargent’s earnings before income taxes, depreciation, and amortization exceeds $8.0 million for each of 2007, 2008, 2009, and 2010. The former owner of Group Transportation Services and GTS Direct could receive up to $3.5 million in cash contingent upon the achievement of certain levels of earnings before interest, taxes, depreciation and amortization and management fees by Group Transportation Services and GTS Direct beginning with the calendar year ending December 31, 2008. We currently expect to use up to approximately $3.0 million for capital expenditures through the end of 2009. We also expect that we will use up to approximately $15.0 million through the end of 2009 to fund working capital requirements. We expect the use of cash for

working capital purposes will be offset by net income in addition to non-cash expenses recorded within the statement of operations.

Although we can provide no assurances, we believe that the net proceeds from this offering, together with our available cash and cash equivalents and amounts available under our credit agreement, should be sufficient to meet our cash and operating requirements for the next twelve months. Thereafter, we may find it necessary to obtain additional equity or debt financing. In the event additional financing is required, we may not be able to raise it on acceptable terms or at all.

Contractual Obligations

As of December 31, 2007, we had the following contractual obligations:


(In thousands)	Payments Due by Period
			Less
			than 1		1-3		3-5		More than
	Total		Year		Years		Years		5 Years

Long-term debt	$	154,679	$	15,456	$	31,481	$	107,742	$	–
Capital leases		–		–		–		–		–
Operating leases		32,860		6,168		9,404		6,760		10,528
Preferred stock		5,000		–		–		–		5,000

Total	$	192,539	$	21,624	$	40,885	$	114,502	$	15,528

Contractual obligations for long-term debt include required principal and interest payments on the RRTS credit facility and RRTS senior subordinated notes. The interest rates on these long-term debt obligations are variable and the amounts in the table represent payments on the RRTS credit facility and RRTS senior subordinated notes assuming rates of 9.2% and 16.0%, respectively, as were in effect on December 31, 2007.

Borrowings under the RRTS credit facility bear interest at a floating rate and may be maintained as alternate base rate loans or as LIBOR rate loans. Alternate base rate loans bear interest at (i) the Federal Funds Rate plus 0.5%, and (ii) the prime rate, plus the applicable base rate margin, which margin is 1% to 2.5%. LIBOR rate loans bear interest at the LIBOR rate, as described in the RRTS credit facility, plus the applicable LIBOR rate margin, which margin is 2.5% to 4%. The RRTS senior subordinated notes include cash interest of 12% plus a deferred margin that is treated as payment of deferred interest and is added to the principal balance of the notes each quarter. The payment deferred interest ranges from 2.0% to 5.5% depending on RRTS’ total leverage calculation.

The table does not reflect our planned repayment of $ million of the RRTS credit facility and all of the RRTS senior subordinated notes with the proceeds of this offering, and our planned redemption of our Series A preferred stock for approximately $5.1 million, including accrued and unpaid interest. See “Use of Proceeds.”

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, other than operating leases as disclosed in the table of Contractual obligations.

Seasonality

The transportation industry is subject to seasonal sales fluctuations as shipments generally are lower during and immediately after the winter holiday season because shippers generally tend to reduce the number of shipments during that time. In addition, inclement weather can impede operations and increase operating expenses because harsh weather can lead to increased accident frequency and increased claims.

Effects of Inflation

We believe that, for the periods presented, inflation has not had a material effect on our operating results as inflationary increases in fuel and labor costs have generally been offset through fuel surcharges and price increases.

Quantitative and Qualitative Disclosures about Market Risk

Commodity Risk

In our LTL and TL businesses, our primary market risk centers on fluctuations in fuel prices, which can affect our profitability. Diesel fuel prices fluctuate significantly due to economic, political, and other factors beyond our control. Our ICs and purchased power pass along the cost of diesel fuel to us, and we in turn attempt to pass along some or all of these costs to our customers through fuel surcharge revenue programs. There can be no assurance that our fuel surcharge revenue programs will be effective in the future. Market pressures may limit our ability to pass along our fuel surcharges.

Interest Rate Risk

We have exposure to changes in interest rates on our revolving credit facility and term notes. The interest rate on these credit facilities fluctuates based on the prime rate or LIBOR plus an applicable margin. Assuming the $50.0 million revolving credit facility was fully drawn, a 1.0% increase in the borrowing rate would increase our annual interest expense by $0.5 million. We do not use derivative financial instruments for speculative trading purposes and are not engaged in any interest rate swap agreements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions. In certain circumstances, those estimates and assumptions can affect amounts reported in the accompanying financial statements and related footnotes. In preparing our financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. Application of the accounting policies described below involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. The following is a brief discussion of our critical accounting policies and estimates.

Goodwill and Other Intangibles

Goodwill represents the excess of purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets of a business acquired. Under SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142), goodwill is not amortized, but instead is tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. Goodwill is tested for impairment at least annually using a two-step process that begins with an estimation of the fair value at the “reporting unit” level. Our reporting units are our operating segments as this is the lowest level for which discrete financial information is prepared and regularly reviewed by management. The first step is a screen for potential impairment and the second measures the amount of the impairment, if any. No goodwill impairments were identified in 2007, 2006 or 2005.

We changed the date of our annual goodwill impairment test under SFAS 142 in 2007 from December 31 to July 1. The change in the annual impairment test date was made as July 1 better approximates our internal budgeting and forecasting process. We believe that the resulting change in accounting principle related to the annual testing date will not delay, accelerate, or avoid an impairment charge. We determined that the change in accounting principle related to the annual testing date is preferable under the circumstances and does not result in adjustments to our financial statements when applied retrospectively.

SFAS 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to the estimated residual values, and reviewed for the impairment whenever impairment indicators exist in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets . Our customer relationship intangible asset is being amortized straight-line over its five year useful life. As of June 30, 2008, the net book value of our intangible asset was $1.2 million.

Stock-Based Compensation

Effective January 1, 2006, we adopted SFAS No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)), using the modified prospective method of accounting, which requires that the fair value of unvested stock options be recognized in the income statement over the remaining vesting period. The grant date fair value of stock options, which have been awarded prior to the adoption of SFAS 123(R), was estimated based on a Black-Scholes option pricing model that utilizes several assumptions, including expected volatility, expected life, and a risk-free interest rate. Expected volatilities were estimated using

the historical share price volatility of publicly traded companies within the transportation and logistics sector as a surrogate for the expected volatility of our stock. The expected life of the option represents the period of time that options are estimated to remain outstanding. The risk-free interest rate for periods within the estimated life of the option was based on the U.S. Treasury rate in effect at the time of the grant for a note with a similar lifespan. As of June 30, 2008, we had $1.2 million of total unrecognized compensation cost related to non-vested options. This cost is expected to be recognized over a four-year period ending in April 2011. Prior to us adopting SFAS 123(R), as permitted under SFAS 123, Accounting for Stock-Based Compensation , we elected to measure and account for stock options using the intrinsic value based method of accounting as prescribed under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). Under the intrinsic value method of accounting, compensation cost is the excess, if any, of the estimated market price of the stock at grant date over the amount paid to acquire the stock.

Income Taxes

We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes (SFAS 109), which requires an asset and liability approach to financial accounting and reporting for income taxes. In accordance with SFAS 109, deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense (benefit) is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

At December 31, 2007, RRTS had $17.2 million of gross federal net operating losses, which were available to reduce federal income taxes in future years and expire in the years 2025 through 2028.

Effective January 1, 2007, we adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements in accordance with SFAS 109. FIN 48 prescribes a recognition threshold and measurement process for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under FIN 48, our policy is to record any interest and penalties as a component of the income tax provision. During 2007, related activity under FIN 48 was immaterial.

Revenue Recognition

We record revenue when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; delivery has occurred; and our obligation to fulfill a transaction is complete and collection of revenue is reasonably assured.

In accordance with Emerging Issues Task Force Issue 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent , we recognize revenue on a gross basis, as opposed to a net basis, because we bear the risks and benefits associated with revenue-generating activities by, among other things, (1) acting as a principal in the transaction, (2) establishing prices, (3) managing all aspects of the shipping process, and (4) taking the risk of loss for collection, delivery, and returns.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements , an amendment of ARB No. 51, Consolidated Financial Statements (SFAS 160). SFAS 160 establishes accounting and reporting guidance for a noncontrolling ownership interest in a subsidiary and deconsolidation of a subsidiary. The standard requires that a noncontrolling ownership interest in a subsidiary be reported as equity in the consolidated statement of financial position and any related net income attributable to the parent be presented on the face of the consolidated statement of income. SFAS 160 is effective as of the beginning of an entity’s first fiscal year that begins after December 15, 2008. We will be required to adopt SFAS 160 on January 1, 2009, and do not expect the standard to have a material effect on our financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS 141(R)), which replaces SFAS No. 141, Business Combinations (SFAS 141), and establishes principles and requirements for how an acquirer: (1) recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree; (2) recognizes and measures the goodwill acquired in a business combination or gain from a bargain purchase; and (3) determines what information to disclose. SFAS 141(R) is effective for business combinations in which the acquisition date is in the first fiscal year after December 15, 2008. We will be required to adopt SFAS 141(R) on January 1, 2009. We are currently evaluating the impact, if any, SFAS 141(R) will have on our financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We adopted this statement on January 1, 2008. The adoption of SFAS 157 did not have a material effect on our financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 expands the use of fair value accounting but does not affect existing standards which require assets or liabilities to be carried at fair value. Under SFAS 159, a company may elect to use fair value to measure accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees and issued debt. If the use of the fair value is elected, any upfront costs and fees related to the item must be recognized in earnings and cannot be deferred. The fair value election is irrevocable and generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair value. At the adoption date, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption of SFAS 159, changes in fair value are recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007 and therefore we adopted this statement on January 1, 2008. We have not elected to use fair value for measuring financial assets and financial liabilities.

Business

Introduction

We are a leading non-asset based transportation and logistics services provider offering a full suite of solutions, including third-party logistics, customized and expedited LTL, TL, parcel, intermodal, and domestic and international air. We utilize a broad third-party network of transportation providers, comprised of ICs and purchased power, to serve a diverse customer base in terms of end market focus and annual freight expenditures. Although we service large national accounts, we primarily focus on small to mid-size shippers, which we believe represent an expansive and underserved market. We offer our customers value through customized transportation and logistics solutions, allowing them to reduce operating costs, redirect resources to core competencies, improve supply chain efficiency, and enhance customer service. Our business model is highly scalable and features a variable cost structure that requires minimal investment in transportation equipment and facilities. We believe that our non-asset based model enables us to generate strong free cash flows and attractive returns on our invested capital.

According to the ATA, beginning in the fourth quarter of 2006, the over-the-road freight sector began to experience year-over-year declines in tonnage, primarily reflecting a weakening freight environment in the U.S. construction, manufacturing, and retail sectors. During 2007, LTL tonnage at RRTS increased 4.5% over 2006, while LTL tonnage in the U.S. over-the-road freight sector declined 2.8% during the same period. Throughout this downturn, we have actively managed our LTL business by adding significant new customers and streamlining our cost structure to enhance our operating efficiency and improve margins. We believe our variable cost, non-asset based operating model serves as a competitive advantage and allows us to provide our customers with cost-effective transportation solutions regardless of broader economic conditions. We believe we are well-positioned for continued growth, profitability, and market share expansion in the event of a rebound in the over-the-road freight sector.

Our History

We were formed in February 2005 for the purpose of acquiring Dawes Transport. Dawes Transport was established in Milwaukee, Wisconsin in 1981 to provide LTL service primarily between the Midwest and West Coast using a blend of purchased power and ICs. From 1997 to 2001, Dawes Transport acquired JBT Express, Team Express, and Phantom Express in order to geographically expand to other regions of the United States. Shortly thereafter, Roadrunner Freight, a provider of LTL services similar to Dawes Transport in scale and customer mix, but utilizing primarily purchased power, was acquired by a company sponsored by Thayer | Hidden Creek and other stockholders. In June 2005, the parent holding company of Roadrunner Freight was merged with and into us. As a result, Dawes Transport and Roadrunner Freight became our wholly owned subsidiaries as of the merger date. This resulted in RRTS, which we believe is the largest non-asset based provider of LTL services in North America, based on revenue.

In January 2006, Mark A. DiBlasi joined us as chief executive officer to lead the final integration of the two businesses and the transformation of RRTS into a full-service transportation and logistics provider. Our strategy throughout the transformation was to develop a comprehensive suite of services while maintaining a non-union, non-asset based structure. In October 2006, Sargent was acquired by a company sponsored by Thayer ï Hidden Creek. In March 2007, we expanded our service offerings through our merger with Sargent, a TL brokerage operation serving primarily the Eastern United States and Canada.

Our next objective was to identify and acquire a third-party transportation management solutions operation with a scalable technology system and management infrastructure capable of assimilating and enhancing our collective growth initiatives. In order to accommodate the timing and other considerations of GTS’ stockholder, Thayer | Hidden Creek, acting through GTS, acquired Group Transportation Services and GTS Direct in February 2008 with the intent of merging GTS with RRTS, which will occur simultaneously with the consummation of this offering. GTS is a rapidly growing provider of TMS solutions based in Hudson, Ohio, led by Michael Valentine and Paul Kithcart, both former executives of FedEx Global Logistics, Inc. With the addition of a TMS offering, we are able to provide shippers with a “one-stop” transportation and logistics solution, including access to the most cost-effective and time-sensitive modes of transportation within our broad network of third-party carriers. Since February 2008, the management teams of RRTS and GTS have developed a strong working relationship and are implementing a cohesive plan to enhance our collective growth initiatives.

Our Market Opportunity

The transportation and logistics industry involves the physical movement of goods using a variety of transportation modes and the exchange of information related to the flow, transportation, and storage of goods between points of origin and destination. The domestic transportation and logistics industry is an integral part of the U.S. supply chain and the broader economy, representing estimated annual spending of approximately $1.3 trillion in 2007, according to Armstrong & Associates.

Within the industry, transportation and logistics providers are generally categorized as “asset-based” or “non-asset based” depending on their ownership of transportation equipment and facilities. Many large transportation and logistics providers are asset-based and have significant capital expenditure and infrastructure requirements. As a result of their significant fixed cost bases, these companies are focused on maintaining high asset utilization in order to maximize returns on invested capital. Conversely, non-asset based providers maintain greater operational flexibility to adapt to changes in freight volumes because they own minimal transportation equipment and facilities and therefore have minimal capital expenditure and infrastructure requirements.

The U.S. domestic over-the-road freight sector has been experiencing a downturn that began in late 2006 and has continued into 2008. We believe our variable cost, non-asset based operating model serves as a competitive advantage in this market environment. We believe we are well-positioned for continued growth, profitability, and market share expansion in the event of a rebound in the over-the-road freight sector.

Industry Sectors

Third-Party Logistics

Third-party logistics providers offer transportation management and distribution services including the movement, storage, and assembly of inventory. From 1998 to 2007, the U.S. 3PL market has grown at a CAGR of approximately 13.3% and is projected to reach $150 billion in 2010, according to Armstrong & Associates. Only 16% of logistics expenditures by U.S. businesses were outsourced in 2007, according to Armstrong & Associates. We believe the market penetration of third-party logistics in the United States will continue to expand as companies increasingly redirect their resources to core competencies and outsource their transportation and logistics requirements.

Over-the-Road Freight

According to the ATA, the U.S. over-the-road freight sector represented approximately $646 billion in revenue in 2006 and accounted for approximately 84% of domestic spending on freight transportation. The ATA estimates that U.S. over-the-road freight transportation will increase to over $1 trillion by 2018. The over-the-road freight sector includes both private fleets and “for-hire” carriers (ICs and purchased power). Private fleets consist of tractors and trailers owned and operated by shippers that move their own goods and, according to the ATA, accounted for approximately $288 billion of revenue in 2006. For-hire carriers transport freight belonging to others, including LTL and TL, and accounted for approximately $358 billion in revenue in 2006, according to the ATA.

LTL carriers specialize in consolidating shipments from multiple shippers into truckload quantities for delivery to multiple destinations. LTL carriers are traditionally divided into two segments – national and regional. National carriers typically focus on two-day or longer service across distances greater than 1,000 miles and often operate without time-definite delivery, while regional carriers typically offer time-definite delivery in less than two days. According to the ATA, the U.S. LTL market generated $48 billion of revenue in 2006.

TL carriers dedicate an entire trailer to one shipper from origin to destination and are categorized by the type of equipment they use to haul a shipper’s freight, such as temperature-controlled, dry van, tank, or flatbed trailers. According to the ATA, excluding private fleets, revenues in the U.S. TL segment were approximately $310 billion in 2006.

Industry Trends

We believe the following trends will continue to drive growth in the transportation and logistics industry:

Growing Demand for “One-Stop” Transportation and Logistics Service Providers

We believe that shippers are increasingly seeking “one-stop” transportation and logistics providers that can offer a comprehensive suite of services to meet all of their shipping needs. We believe shippers will continue to consolidate their vendor base to increase outsourcing efficiencies and focus on core competencies. As a result, we believe that transportation and logistics providers that offer broad geographic coverage and multiple modes of transportation in conjunction with technology-enabled solutions are positioned to gain market share from smaller providers that typically lack the scale, resources, and expertise to remain competitive.

Recognition of Outsourcing Efficiencies

We believe that companies are increasingly recognizing the potential cost savings, improved service, and increased financial returns gained from outsourcing repetitive and non-core activities to specialized third-party providers. By utilizing third-party transportation and logistics providers, companies can benefit from the specialists’ technology, achieve greater operational

flexibility, and redeploy resources to core operations. We believe this recognition is evidenced by the increased penetration of third-party logistics services from 6.2% of logistics expenditures in 1996 to 16% in 2007, according to Armstrong & Associates.

Increasing Demand for Customized Transportation and Logistics Solutions


	n	Complexity of Supply Chains. Companies are facing increasingly complex supply chains. Rapidly changing freight patterns, the proliferation of outsourced manufacturing and just-in-time inventory systems, increasingly demanding shipper fulfillment requirements, and pressures to reduce costs continue to support the demand for third-party transportation management.

	n	Demand for More Frequent, Smaller Deliveries. Companies are increasingly employing lean inventory management practices to reduce inventory carrying costs. As a result, they are demanding more frequent, smaller deliveries. We believe that by outsourcing transportation management to a specialized 3PL provider, companies are better positioned to maximize efficiency under a lean inventory system.

	n	Demand for Improved Customer Service. Shippers and end users are increasingly demanding total supply chain visibility and real-time transaction processing. By providing information regarding the status and location of goods in transit and verifying safe delivery, successful technology-enabled transportation and logistics providers allow clients to improve customer service.

Consolidation in the Highly Fragmented 3PL, LTL, and TL Sectors

The transportation and logistics industry is highly fragmented with no single third-party transportation and logistics provider accounting for more than 5% of the overall U.S. market, according to the Transportation Intermediaries Association. Given the large number of small industry participants we believe there is a significant opportunity for growth and consolidation, especially during periods of economic uncertainty. We also believe better-capitalized companies with scalable operating models, like us, will have significant opportunities to improve profit margins and gain market share as smaller, less flexible competitors exit our industry over time.

Our Competitive Strengths

We consider the following to be our principal competitive strengths:

Comprehensive Logistics and Transportation Management Solutions. We believe our broad offering of 3PL, customized and expedited LTL, TL, parcel, intermodal, and domestic and international air services presents an attractive “one-stop” value proposition to shippers. Not only can we provide third-party transportation management solutions to shippers seeking to redirect resources to core competencies, improve service, and reduce costs, but we can also provide them access to the appropriate modes of transportation and manage their freight from dispatch through final delivery. We can accommodate the diverse needs and preferred means of communication of shippers of varying sizes with any combination of services we offer. We leverage our scalable, proprietary technology systems to manage our multi-modal nationwide network of service centers, delivery agents, dispatch offices, brokerage agents, ICs, and purchased power. As a result of our integrated offering, we believe we have a competitive advantage in terms of service, delivery time, and customized solutions.

Flexible Operating Model. Because we utilize a broad network of purchased power, ICs, and other third-party transportation providers to transport our customers’ freight, our business is not characterized by the high level of fixed costs and required concentration on asset utilization that is common among many asset-based transportation providers. As a result, we are able to focus solely on providing customized transportation and logistics services to each of our customers, which we believe provides higher levels of satisfaction and represents a significant competitive advantage. Furthermore, our flexible operating model allows us to generate significant free cash flows and attractive returns on our invested capital and assets.

Focus on Serving a Diverse, Underserved Customer Landscape. We serve over 25,000 customers, with no single customer accounting for more than 2% of our 2007 pro forma revenue. In addition, we serve a diverse mix of end markets, with no industry sector accounting for more than 18% of our 2007 pro forma revenue. We concentrate primarily on small to mid-size shippers with annual transportation expenditures of less than $25 million, which we believe represents an under-served market. Our highly customized solution is designed to satisfy these customers’ unique needs and desired level of integration.

Scalable Technology Systems. We have invested significant resources to develop and continually enhance our scalable, proprietary technology systems. Our web-enabled technology is designed to serve our customers’ distinct logistics needs and provide them with cost-effective solutions and consistent service on a shipment-by-shipment basis. In addition to managing the physical movement of freight, we offer contract management, real-time shipment tracking, order processing, and

automated data exchange. Our technology also enables us to efficiently manage our multi-modal capabilities and broad carrier network, and provides the scalability necessary to accommodate significant growth.

Experienced and Motivated Management Team. We have been successful in attracting a knowledgeable and talented senior management team with an average of 24 years of industry experience and a complementary mix of operational and technical capabilities, sales and marketing experience, and financial management skills. Our management team is led by our chief executive officer, Mark A. DiBlasi. Mr. DiBlasi has over 29 years of industry experience and previously managed a $1.2 billion business unit of FedEx Ground, Inc., a division of FedEx Corporation. Our executives have experience leading high-growth logistics companies and/or business units such as FedEx Ground, Inc., FedEx Global Logistics, Inc., DHL Exel Supply Chain, Yellow Transportation, Inc., and United Parcel Service, Inc. Additionally, several members of our management team founded and ran their own transportation and logistics companies prior to joining us or being acquired by RRTS. We believe this provides us with an entrepreneurial culture and a team capable of executing our growth strategies.

Our Growth Strategies

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

Continue Expanding Customer Base. We intend to pursue geographic expansion in all of our service offerings. By leveraging GTS’ network, we will have greater LTL coverage throughout North America and be in a better position to accommodate all of a shipper’s transportation needs. We also intend to geographically expand our TL brokerage operation beyond its current footprint in the Eastern United States and Canada, and recently hired a vice president of business development to expand our network of brokerage agents and dispatch offices to accomplish this goal. Although GTS has achieved attractive historical growth with a small Midwest-based sales force, we began actively expanding its sales team in February 2008. In addition, we are utilizing our 110-person LTL sales force to enhance the market reach and penetration of our TMS offering. We also believe the pool of potential customers will continue to grow as the benefits of third-party transportation management continue to be recognized by shippers. Additionally, a broader menu of services better positions us to penetrate new customers seeking a “one-stop” transportation and logistics solution.

Increase Penetration with Existing Customers. With a broader offering of complementary services and expanded network resulting from the GTS merger, we believe there are substantial cross-selling opportunities and the potential to capture a greater share of each customer’s annual transportation and logistics expenditures. Along with our planned cross-selling initiatives, we believe that macroeconomic factors will provide us with additional opportunities to further penetrate existing customers. During the current economic downturn, existing customers have generally reduced the number of shipments and pounds per shipment. We believe an economic rebound would result in increased revenue through greater shipping volume and improved load density, and allow us to increase profits at a rate exceeding our revenue growth.

Continue Generating Operating Improvements. In the event of an improvement in industry conditions and tightening of overall freight capacity, we believe our ongoing efforts to streamline our cost structure will enhance margins. We have implemented a number of targeted initiatives to drive operating improvements, such as enhancing our real-time metrics in order to reduce operating expenses, increasing utilization of a flexible IC base, reducing per-mile costs, reducing dock handling costs, aggressively recouping increased fuel costs, and improving routing efficiency throughout our network. We believe these initiatives will enable us to further enhance our competitive position, drive continued earnings growth, and further improve profitability.

Pursue Selective Acquisitions. The transportation and logistics industry is highly fragmented, consisting of many smaller, regional service providers covering particular shipping lanes and providing niche services. We built our LTL, TL brokerage, and TMS platforms by successfully completing and integrating accretive acquisitions. We intend to continue to pursue acquisitions that will complement our existing suite of services and extend our geographic reach. Our LTL delivery agents also present an opportunity for growth via acquisition. If we decide to offer outbound LTL service from a new strategic location, we could potentially acquire one of our delivery agents and train them to manage local pick-up, consolidation, and linehaul dispatch using our technology systems. We believe we can execute our acquisition strategy with minimal investment in additional infrastructure and overhead. We do not currently have any specific acquisition under consideration and do not have any proposals or arrangements with respect to such a transaction.

Our Services

We are a leading non-asset based transportation services provider offering a full suite of customized transportation solutions with a primary focus on serving the specialized needs of small to mid-size shippers. Because we do not own the transportation equipment used to transport our customers’ freight, we are able to focus solely on providing quality service rather than on asset utilization. Our customers generally communicate their freight needs to one of our transportation specialists on a shipment-by-shipment basis via telephone, fax, Internet, e-mail, or electronic data interchange. We leverage

our propriety technology systems and a diverse group of over 9,000 third-party carriers to provide scalable capacity and reliable service to more than 25,000 customers in North America.

Less-than-Truckload

We believe we are the largest non-asset based provider of LTL transportation services in North America, based on revenue. We provide LTL service originating from points within approximately 150 miles of our service centers to most destinations in the contiguous United States, Hawaii, Alaska, Mexico, Puerto Rico, and parts of Canada. Through GTS’ network relationships, we have substantially expanded our coverage area and can now service points beyond those historically served by our service center locations. Within the contiguous United States, we offer national, long-haul service (1,000 miles or greater), inter-regional service (between 500 and 1,000 miles), and regional service (500 miles or less). We serve a diverse group of customers within a variety of industries, including retail, industrial, paper goods, manufacturing, food and beverage, health care, chemicals, computer hardware, and automotive.

As the diagram below illustrates, we utilize a point-to-point LTL model that is differentiated from the traditional, asset-based hub and spoke LTL model. Our model does not require intermediate handling at a break-bulk hub (a large terminal where freight is offloaded, sorted, and reloaded), which we believe represents a competitive advantage in terms of timeliness, lower incidence of damage, and reduced fuel consumption. For example, we can transport LTL freight from Cleveland, Ohio to Los Angeles, California without stopping at a break-bulk hub, while the same shipment traveling through a traditional hub and spoke LTL model would likely be unloaded and reloaded at break-bulk hubs in, for example, Akron, Ohio and Adelanto, California prior to reaching its destination.

Representative Asset-Based National Hub and Spoke LTL Model
versus Non-Asset Based National Point-to-Point LTL Model

Asset-based
national hub and spoke LTL model

Non-asset based
national point-to-point LTL model

We believe our model allows us to offer LTL average transit times more comparable to that of deferred airfreight service than to standard national LTL service, yet more cost-effective. Our LTL claims ratio (the ratio of damage claims to revenues including fuel surcharge) averaged 0.9% from 2005 through 2007. Key aspects of our LTL service offering include the following:


	n	Pickup. In order to stay as close as possible to our customers, we prefer to handle customer pick-ups whenever cost-effective. We generally pick up freight within 150 miles of one of our service centers, utilizing primarily city ICs. In 2007, we picked up approximately 87% of our customers’ LTL shipments, the remainder of which was handled by agents with whom we generally have long-standing relationships.

	n	Consolidation at Service Centers. Key to our model is a network of 18 service centers, as illustrated by the map below, that we lease in strategic markets throughout the United States. At these service centers, numerous smaller LTL shipments are unloaded, consolidated into truckload shipments, and loaded onto a linehaul unit scheduled for a


		destination city. In order to continually emphasize optimal load building and enhance operating margins, dock managers review nearly every load before it is dispatched from one of our service centers.


	n	Linehaul. Linehaul is the longest leg of the LTL shipment process. In dispatching a load, a linehaul coordinator at one of our service centers uses our proprietary technology to optimize cost-efficiency and service by assigning the load to the appropriate third-party transportation provider, either an IC or purchased power provider. In 2007, ICs handled approximately 44% of our linehaul volume, up from 36% in 2005. As industry-wide freight capacity tightens with an anticipated market rebound, we believe our recruitment and retention efforts will allow us to increase IC utilization in order to maintain service and cost stability.

	n	De-consolidation and Delivery. Within our unique model, linehaul shipments are transported to service centers, delivery agents, or direct to end users without stopping at a break-bulk hub, as is often necessary under the traditional, asset-based hub and spoke LTL model. This generally reduces physical handling and damage claims, and reduces delivery times by one to three days on average. In 2007, we delivered approximately 19% of LTL shipments through our service centers, 78% through our delivery agents, and 2% direct to end users.

	n	Benefits of a Delivery Agent Network. While many national asset-based LTL providers are encumbered by the fixed overhead associated with owning or leasing most or all of their de-consolidation and delivery facilities, we maintain our variable cost structure through the extensive use of delivery agents. As illustrated on the map below, we use over 215 delivery agents to complement our service center footprint and to provide cost-effective full state, national, and North American delivery coverage. Delivery agents also enhance our ability to handle special needs of the final consignee, such as scheduled deliveries and specialized delivery equipment.

LTL Service Center and Delivery Agent Network

We believe a rebound in the over-the-road freight sector would provide greater freight density and increased shipping volumes, thereby allowing us to build full trailer loads more quickly and deliver freight faster under our point-to-point model. We believe this will further distinguish our LTL service offering as even more comparable in speed to deferred airfreight service, leading to enhanced market share and improved operating margins.

Truckload Brokerage

We believe we are among the 15 largest TL brokerage operations in North America, based on revenue. We provide a comprehensive range of TL solutions for our customers by leveraging our broad base of over 7,500 third-party carriers who operate temperature-controlled, dry van, and/or flatbed capacity. While we serve a diverse customer base and provide a comprehensive TL solution, we specialize in the transport of refrigerated foods, poultry and beverages. We believe this specialization provides consistent shipping volume year-over-year. In addition to refrigerated shipments, we also provide a

variety of TL transportation solutions for dry goods ranging from paper products to steel, as well as flatbed service for larger industrial load requirements.

We arrange the pickup and delivery of TL freight either through our 12 company dispatch offices (operated by RRTS employees) or through our network of 24 independent brokerage agents. Our dispatch offices and brokerage agents are located primarily throughout the Eastern United States and Canada, as illustrated on the map below.

TL Dispatcher and Agent Network

Company Dispatchers. Our 46 company brokers, whom we refer to as dispatchers, not only engage in the routing and selection of our transportation providers, but also serve as our internal TL sales force, responsible for managing existing customer relationships and generating new customer relationships. Because the performance of these individuals is essential to our success, we offer attractive incentive-based compensation packages that we believe keep our dispatchers motivated, focused, and service-oriented.

We typically earn a margin ranging from 8-15% of the cost of a standard TL shipment. On shipments generated by one of our dispatchers, we retain 100% of this margin. This differs for shipments generated by our brokerage agents, to whom we pay a commission as described below.

Dispatch Office Expansion. We have traditionally expanded our dispatch operations based upon the need of our customers. Going forward, we plan to open new dispatch offices, particularly in geographic areas where we lack coverage of the local freight market. Importantly, opening a new dispatch office requires only a modest amount of capital; it usually involves leasing a small amount of office space and purchasing communication and information technology equipment. Typically the largest investment required is in working capital as we generate revenue growth from new customers. While the majority of growth within our dispatch operations has been organic, we will continue to evaluate selective acquisitions that would allow us to quickly penetrate new customers and geographic markets.

Independent Brokerage Agents. In addition to our dispatchers, we also maintain a network of independent brokerage agents that have partnered with us for a number of years. Brokerage agents complement our network of dispatch offices by bringing pre-existing customer relationships, new customer prospects, and/or access to new geographic markets. Furthermore, they typically provide immediate revenue and do not require us to invest in incremental overhead. Brokerage agents own or lease their own office space and pay for their own communications equipment, insurance, and any other costs associated with running their operation. We only invest in the working capital required to execute our quick pay strategy and pay a commission to our brokerage agents ranging from 40-60% of the margin we earn on a TL shipment. Similar to our

dispatchers, our brokerage agents engage in the routing and selection of transportation providers for our customer base and perform sales and customer service functions on our behalf.

Brokerage Agent Expansion. We believe we offer brokerage agents a very attractive partnership opportunity. We offer access to our reliable network of over 550 ICs and over 7,000 purchased power providers and invest in the working capital required to pay these carriers promptly and assume collection responsibility. We have historically experienced low turnover within our brokerage agent network, as our 24 brokerage agents have been with us for an average of approximately 4.7 years. We believe this has contributed to our reputation for quality and reliable service, as well as to the consistent growth of our brokerage agent network. Additionally, 14 of our brokerage agents each generated more than $1 million in revenue in 2007.

In order to more proactively grow our brokerage agent network, we hired a vice president of agent development to source and facilitate brokerage agent expansion opportunities. Our vice president of agent development has significant industry experience and was responsible for expanding the brokerage agent base of another national transportation and logistics services company prior to joining us. We believe our enhanced development efforts and attractive value proposition will allow us to increase our brokerage agent business.

Transportation Management Solutions

Our TMS offering is designed to provide comprehensive or a la carte third-party logistics services. We provide the necessary operational expertise, information technology capabilities, and relationships with third-party transportation providers to meet the unique needs of our customers. For customers that use our most comprehensive service plans, we complement their internal logistics and transportation management personnel and operations, enabling them to redirect resources to core competencies, reduce internal transportation management personnel costs, and in many cases, achieve substantial annual freight savings. We have access to a variety of transportation modes, including customized and expedited LTL, TL, parcel, intermodal, and domestic and international air. Key aspects of our TMS capabilities include the following:


	n	Procurement. After an in-depth consultation and analysis with our customer to identify cost savings opportunities, we develop an estimate of our customer’s potential savings and cultivate a plan for implementation. If necessary, we manage a targeted bid process based on a customer’s traffic lanes, shipment volumes, and product characteristics, and negotiate rates with reputable carriers. In addition to a cost-efficient rate, the customer receives a summary of projected savings as well as our carrier recommendation.

	n	Shipment Planning. Utilizing our proprietary technology systems and an expansive multi-modal network of third-party transportation providers, we determine the appropriate mode of transportation and select the ideal provider. In addition, we provide load optimization services based on freight patterns and consolidation opportunities. We also provide rating and routing services, either on-site with one of our transportation specialists, off-site through our centralized call center, or online at our website. Finally, we offer merge-in-transit coordination to synchronize the arrival and pre-consolidation of high-value components integral to a customer’s production process, enabling them to achieve reduced cycle times, lower inventory holding costs, and improved supply chain visibility.

	n	Shipment Execution. Our transportation specialists are adept at managing time-critical shipments. Our proprietary technology system prompts our specialist to hold less time-sensitive shipments until other complementary freight can be found to complete the shipping process in the most cost-effective manner. We maintain constant communication with third-party transportation providers from dispatch through final delivery. As a result, our expedited services can meet virtually any customer transit or delivery requirement. Finally, we provide the ability to track and trace shipments either online or by phone through one of our transportation specialists.

	n	Audit and Payment Services. We capture and consolidate our customers’ entire shipping activity and offer weekly electronic billing. We also provide freight bill audit and payment services designed to eliminate excessive or incorrect charges from our customers’ bills.

	n	Performance Reporting and Improvement Analysis. Customers utilizing our web reporting system can query freight bills, develop customized reports online, and access data to assist in financial and operational reporting and planning. Our specialists are also actively driving process improvement, continually using our proprietary technology to identify incremental savings opportunities and efficiencies for our customers.

With a broad TMS offering, we believe we can accommodate a shipper’s unique needs with any combination of services along our entire spectrum, and cater to their preferred means of shipment processing and communication.

We believe our comprehensive service approach and our focus on building long-term customer relationships lead to greater retention of existing business compared to a more short-term gain sharing model employed by many 3PLs. We believe our approach is more sustainable as industry freight capacity tightens and it becomes more difficult for 3PLs

employing the gain sharing model to generate substantial incremental savings for shippers after the first year of implementation. Before becoming fully operational with a customer, we conduct thorough feasibility and cost savings analyses and collaborate with our customer to create a project scope and timeline with measurable milestones. We believe this approach enables us to identify any potential issues, ensure a smooth integration process, and set the stage for long-term customer satisfaction. Within our TMS operation, we have consistently met customer implementation deadlines and achieved anticipated levels of freight savings.

Capacity

We offer scalable capacity and reliable service to our more than 25,000 customers in North America through a diverse third-party network of over 9,000 transportation providers. Our various transportation modes include LTL, TL, parcel, intermodal, and domestic and international air. No single carrier accounted for more than 3% of our 2007 pro forma purchased transportation costs. We ensure that each carrier is properly licensed and regularly monitor their capacity, reliability, and pricing trends. With enhanced visibility provided by our proprietary technology systems, we leverage the competitive dynamics within our network to renegotiate freight rates that we believe are out of market. This enables us to provide our customers with more cost-effective transportation solutions while enhancing our operating margins.

We continually focus on building and enhancing our relationships with reliable transportation providers to ensure that we not only secure competitive rates, but that we also gain access to consistent capacity, especially during peak shipping seasons. Because we do not own any transportation equipment used to deliver our customers’ freight, these relationships are critical to our success. We typically pay our third-party carriers either a contracted per mile rate or the cost of a shipment less our contractually agreed upon commission, and generally pay within seven to ten days from the delivery of a shipment. We pay our third-party carriers promptly in order to drive loyalty and reliable capacity.

Our third-party network of transportation providers can be divided into the following groups:

Independent Contractors. Independent contractors are individuals or small teams that own or lease their own over-the-road transportation equipment and provide us with dedicated freight capacity. ICs are a key part of our long-term strategy to maintain service and provide cost stability. In the event of a rebound in the transportation sector, freight capacity would likely tighten and purchased power providers would likely reduce fleet sizes to eliminate under-utilized assets. Should this occur, we believe we are well positioned to increase our utilization of ICs as a more cost-effective and reliable solution.

In October 2006, we created the position of director of linehaul development as part of an initiative to enhance IC recruitment and retention. In selecting our ICs, we adhere to specific screening guidelines in terms of safety records, length of driving experience, and personnel evaluations. Within our LTL business, we increased our IC base from an average of 364 units (single drivers and teams) during the fourth quarter of 2006 to an average of 450 units during the fourth quarter of 2007. In total, we had access to over 1,100 ICs as of June 30, 2008.

To enhance our relationship with our ICs, we offer per mile rates that we believe are highly competitive and often above prevailing market rates. In addition, we focus on keeping our ICs fully utilized in order to limit the number of “empty” miles they drive. We regularly communicate with our ICs and seek new ways to enhance their quality of life. As a result of our efforts, we have experienced increased IC retention. In our opinion, this ultimately leads to better service for our customers.

Purchased Power. In addition to our large base of ICs, we have access to approximately 8,000 unrelated asset-based over-the-road companies who provide freight capacity to us under non-exclusive contractual arrangements. We have established relationships with carriers of all sizes, including large national trucking companies and small to mid-size regional fleets. With the exception of safety incentives, purchased power providers are generally paid under a similar structure as ICs within our LTL and TL brokerage businesses. In contrast to contracts established with our ICs, however, we do not cover the cost of liability insurance for our purchased power providers.

Delivery Agents. For the de-consolidation and delivery stages of our LTL shipment process, our network of 18 service centers is complemented by over 215 delivery agents. The use of delivery agents is also a key part of our long-term strategy to maintain a variable cost, scalable operating model with minimal overhead.

Parcel. We perform preliminary rate analysis for each customer and provide an estimate of savings achievable based on parcel characteristics and our ability to secure volume discounts with parcel carriers such as United Parcel Service, Inc., FedEx Corporation, and Deutsche Post AG. We renegotiate customers’ current rates and contracts with parcel carriers, identify questionable assessorial charges, apply for credits, posts credits, and report weekly results.

Intermodal. We maintain intermodal capability through relationships with third-party carriers who rent capacity on Class 1 railroads throughout North America. Intermodal transportation rates are typically negotiated between us and the capacity provider on a customer-specific basis.

Domestic/International Air Carriers. For our customers’ domestic/international air freight needs, we operate under an exclusive arrangement with FreightCo Logistics, a third-party provider, to provide such services to our customers. Under our arrangement, FreightCo Logistics is responsible for all services, and we receive a commission based on a percentage of the total bill.

Customers

Our goal is to establish long-term customer relationships and achieve year-over-year growth in recurring business by providing reliable, timely, and cost-effective transportation and logistics solutions. While we possess the scale, operational expertise, and capabilities to serve shippers of all sizes, we focus primarily on small to mid-size shippers, which we believe represent a large and underserved market. We serve over 25,000 customers within a variety of end markets, with no customer accounting for more than 2% of 2007 pro forma revenue and no industry sector accounting for more than 18% of 2007 pro forma revenue. We believe this reduces our exposure to a decline in shipping demand from any customer and a cyclical downturn within any end market.

Sales and Marketing

In addition to our 24 TL brokerage agents, we currently market and sell our transportation and logistics solutions through over 150 sales personnel located throughout the United States and Canada. We are focused on actively expanding our sales force, particularly as it relates to our TL and TMS offerings, to new geographic markets where we lack a strong presence. In 2007, we began using our 110-person LTL sales force to expand the market reach of our TL brokerage services, and we plan to do the same to enhance the geographic presence of our TMS offering. Our objective is to leverage our collective, national sales force to sell our full suite of transportation services. In addition to expanding our sales force, we intend to leverage a broader service offering and capitalize on substantial cross-selling opportunities with existing and new customers. We believe this will allow us to capture a greater share of a shipper’s annual transportation and logistics expenditures.

Our sales force can be categorized by primary service offering:


	n	Less-than-Truckload. Our 110-person LTL sales force consists of corporate account executives, account executives, sales managers, inside sales representatives, and commission sales representatives. In March 2007, we hired a vice president of sales and marketing to lead the implementation of a detailed strategy to drive positive new business trends with significant growth in new account shipments and revenue. Under his leadership, we significantly upgraded a large portion of our sales force by replacing underperforming personnel. Since the beginning of 2007, over 1,400 new target accounts have begun shipping with us.


	n	Truckload Brokerage. We have 46 dispatchers and 24 independent brokerage agents located throughout the Eastern United States and Canada. We believe that this decentralized structure enables our salespeople to better serve our customers by developing an understanding of local and regional market conditions, as well as the specific transportation and logistics issues facing individual customers. Our dispatchers and brokerage agents seek additional business from existing customers and pursue new customers based on this knowledge and an understanding of the value proposition we can provide.

	n	Transportation Management Solutions. In addition to a recently added vice president of sales, our TMS sales force currently consists of two directors of corporate sales, three regional sales representatives, and four inside sales representatives. While our TMS operation generated revenue growth at a CAGR of 24.8% from 2005 through 2007 with a small Midwest-based sales force, we began actively expanding our sales team in February 2008. In addition, we are utilizing our 110-person LTL sales force to enhance the market reach and penetration of our TMS offering and to capitalize on the opportunity to cross-sell a broader menu of services to new and existing customers.

Competition

We compete in the North American transportation and logistics services sector. Our marketplace is extremely competitive and highly fragmented. We compete against a large number of other non-asset based logistics companies, asset-based carriers, integrated logistics companies, and third-party freight brokers, many of whom have larger customer bases and more resources than we do. For our TMS business, we believe the largest group of competitors is internal shipping departments at companies that have complex multi-modal transportation requirements, many of which represent potential sales opportunities for us. As compared to other non-asset based logistics companies, we believe we are the largest non-asset based provider of customized LTL services in North America, based on revenue. In addition, we believe we are among the 15 largest TL brokerage operations in North America, based on revenue. Our TMS operation generated revenue growth at a CAGR of 24.8% from 2005 through 2007, while revenues in the U.S. 3PL sector as a whole grew at 8.5% over the same period, according to Armstrong & Associates.

Active participants in our markets include:


	n	global asset-based integrated logistics companies such as FedEx Corporation and United Parcel Service, Inc., against whom we compete in all of our service lines;

	n	asset-based freight haulers such as YRC Worldwide, Inc. and Con-Way, Inc., against whom we compete in our core LTL and TL service offerings;

	n	non-asset based freight brokerage companies such as C.H. Robinson Worldwide, Inc., Landstar System, Inc., and Total Quality Logistics, Inc., against whom we compete in our core LTL and TL service offerings;

	n	third-party logistics providers that offer comprehensive transportation management solutions such as Transplace, Inc., Echo Global Logistics, Inc., and Schneider Logistics, Inc., against whom we compete in our TMS offering; and

	n	smaller, niche transportation and logistics companies that provide services within a specific geographic region or end market.

We believe we effectively compete with various market participants by offering shippers attractive transportation and logistics solutions designed to deliver the optimal combination of cost and service. To that end, we believe our most significant competitive advantages include:


	n	our comprehensive suite of transportation and logistics services, which allows us to offer a “one-stop” value proposition to shippers of varying sizes and accommodate their diverse needs and preferred means of processing and communication;

	n	our non-asset based, variable cost business model, which allows us to focus greater attention on providing optimal customer service than on maintaining high levels of asset utilization;

	n	our focus on an expansive market of small to mid-size shippers who often lack the internal resources necessary to manage complex transportation and logistics requirements and whose freight volumes may not garner the same level of attention and customer service from many of our larger competitors;

	n	our proprietary technology systems, which allow us to provide scalable capacity and high levels of customer service across a variety of transportation modes; and

	n	our knowledgeable management team with experience leading high-growth logistics companies and/or business units, which allows us to benefit from a collective entrepreneurial culture focused on growth.

Seasonality

Our operations are subject to seasonal trends that have been common in the North American over-the-road freight sector for many years. Our results of operations for the quarter ending in March are on average lower than the quarters ending in June, September, and December. Typically, this pattern has been the result of factors such as inclement weather, national holidays, customer demand, and economic conditions.

Technology

We believe the continued development and innovation of our technology systems is essential not only to improving our internal operations and financial performance, but also to providing our customers with the most cost-effective, timely, and reliable transportation and logistics solutions. We regularly evaluate our technology systems and personnel to ensure that we maintain a competitive advantage and that all critical applications are scalable and operational as we grow.

Through ongoing investment of time and financial resources, we have developed numerous proprietary, customized applications that allow us to track, query, manipulate, and interpret a range of different variables related to our operations, our network of third-party transportation providers, and our customers. Our web-based technology allows us to process and service customer orders, track shipments in real time, select optimal modes of transportation, execute customer billing, provide carrier rates, establish customer specific profiles and retain critical information for analysis. Our objective is to allow our customers and vendors to easily do business with us via the Internet. Our customers have the ability, through a paperless process, to receive immediate pricing, place orders, track shipments, process remittance, receive updates on arising issues, and review historical shipping data through a variety of reports over the Internet.

Our LTL operation utilizes a combination of an IBM Series I5 computer system and web-based servers with customized software applications to improve every aspect of our LTL model and manage our broad carrier base from pickup through final delivery. Our corporate headquarters and service centers are completely integrated, allowing real-time data to flow between locations. Additionally, we make extensive use of electronic data interchange, or EDI, to allow our service centers to communicate electronically with our carriers’ and customers’ internal systems. We offer our EDI-capable customers a

paperless process, including document imaging and shipment tracking and tracing. As part of our ongoing initiative to enhance our information technology capabilities, our LTL operation has developed a proprietary carrier selection tool used to characterize carriers based on total cost to maximize usage of the lowest available linehaul rates.

Our TL brokerage operation uses a customized OMNI technology system to broker our customers’ freight. Our software enhances our ability to track our third-party drivers, tractors, and trailers, which provides customers with visibility into their supply chains. Additionally, our systems allow us to operate as a paperless operation through electronic order entry, resource planning and dispatch.

We continually enhance our proprietary TMS technology system and have integrated other proven transportation management software packages with the goal of providing our customers with broad-based, highly competitive solutions. Through an extensive use of database configuration and integration techniques, hardware and software applications, communication mediums, and security devices, we are able to design a customized solution to address each customer’s unique shipping needs and preferred method of processing. We use this system to maximize supply chain efficiency through mode, carrier, and route optimization.

All of our operations have multiple levels of contingency and disaster recovery plans focused on ensuring continuous service to our customers. We do not currently have registered intellectual property rights, such as patents, with respect to our technology systems. We maintain trade secret protection over our technology systems and keep strictly confidential our proprietary, customized applications.

Facilities

Our corporate headquarters are located in Cudahy, Wisconsin, where we lease 28,824 square feet of space. The primary functions performed at our corporate headquarters are accounting, treasury, marketing, human resources, linehaul support, claims, safety and information technology support. We lease 5,170 square feet of space in Mars Hill, Maine, which houses our TL brokerage operation headquarters, and approximately 24,000 square feet of space in Hudson, Ohio, which houses our TMS operation.

We lease 18 service centers for our LTL operation, each of which is interactively connected. Each service center manages and is responsible for the freight that originates in its service area. The typical service center is configured to perform cross-dock and limited short-term warehouse operations. In addition, our TL brokerage operation leases 12 company dispatch offices throughout the Eastern United States and Canada. We believe that our current facilities are capable of supporting our operations for the foreseeable future; however, we will continue to evaluate leasing additional space as needed to accommodate growth.

Employees

As of June 30, 2008, we employed approximately 1,125 personnel, which includes approximately 15 management personnel, approximately 150 sales and marketing personnel, approximately 400 operations and other personnel, approximately 200 accounting and administrative personnel, approximately 10 information technology personnel, and approximately 350 LTL dock personnel. None of our employees are covered by a collective bargaining agreement and we consider relations with our employees to be good.

Regulation

The federal government has substantially deregulated the provision of ground transportation and logistics services via the enactment of the Motor Carrier Act of 1980, the Trucking Industry Regulatory Reform Act of 1994, the Federal Aviation Administration Authorization Act of 1994, and the ICC Termination Act of 1995. Prices and services are now largely free of regulatory controls, although states have the right to require compliance with safety and insurance requirements, and interstate motor carriers remain subject to regulatory controls imposed by the DOT and its agencies, such as the Federal Motor Carrier Safety Administration. Motor carrier, freight forwarding, and freight brokerage operations are subject to safety, insurance, and bonding requirements prescribed by the DOT and various state agencies. Any airfreight business is subject to commercial standards set forth by the International Air Transport Association and federal regulations issued by the Transportation Security Administration.

We are also subject to various environmental and safety requirements, including those governing the handling, disposal and release of hazardous materials, which we may be asked to transport in the course of our operations. If hazardous materials are released into the environment while being transported, we may be required to participate in, or may have liability for response costs and the remediation of such a release. In such case, we also may be subject to claims for personal injury, property damage, and damage to natural resources.

Our business is also subject to changes in legislation and regulations, which can affect our operations and those of our competitors. For example, new laws and initiatives to reduce and mitigate the effects of greenhouse gas emissions could significantly impact the transportation industry. Future environmental laws in this area could adversely affect our ICs’ costs and practices and our operations.

We are also subject to regulations to combat terrorism that the Department of Homeland Security (including Customs and Border Protection agencies) and other agencies impose.

We believe that we are in substantial compliance with current laws and regulations. Our failure to continue in compliance could result in substantial fines or revocation of our permits or licenses.

Insurance

We insure our ICs against third-party claims for accidents or damaged shipments and we bear the risk of such claims. We maintain insurance for vehicle liability, general liability, and cargo damage claims. In our LTL and TL operations, we maintain an aggregate of $20.0 million of vehicle liability and general liability insurance. The vehicle liability insurance has a $500,000 deductible. In our LTL operation, we carry aggregate insurance against the first $1.0 million of cargo claims, with a $100,000 deductible. In our TL operations, we carry aggregate insurance against the first $100,000 to $300,000 of cargo claims, with a $5,000 deductible. In our TMS operation, we maintain insurance against the first $1.0 million of claims for vehicle liability and against the first $2.0 million of general liability claims. We do not have a deductible against this coverage. In addition, our TMS operation maintains $1.0 million of excess umbrella coverage. Our TMS operation also carries insurance against the first $50,000 of cargo claims with a $500 deductible. Because we maintain insurance for our ICs, if our insurance does not cover all or any portion of the claim amount, we may be forced to bear the financial loss. We attempt to mitigate this risk by carefully selecting carriers with quality control procedures and safety ratings.

In addition to vehicle liability, general liability, and cargo claim coverage, our insurance policies also cover other standard industry risks related to workers’ compensation and other property and casualty risks. We believe our insurance coverage is comparable in terms and amount of coverage to other companies in our industry. We also establish additional reserves for anticipated losses and expenses related to vehicle liability, cargo, and property damage claims, and we will establish reserves relating to vehicle liability, workers’ compensation and general liability claims in the future as appropriate. Our reserves have been and will be periodically evaluated and adjusted to reflect our experience.

Management

Directors and Executive Officers

The following table sets forth certain information regarding our directors and executive officers:


Name	Age		Position

Mark A. DiBlasi		52	President, Chief Executive Officer, and Director
Peter R. Armbruster		49	Vice President – Finance, Chief Financial Officer, Treasurer, and Secretary
Brian J. van Helden		40	Vice President – Operations
Scott L. Dobak		45	Vice President – Sales and Marketing
Ivor J. Evans		66	Chairman of the Board
Scott D. Rued		51	Director
Judith A. Vijums		42	Director
James J. Forese		72	Director
Samuel B. Levine		41	Director
Brian D. Young		53	Director
Chris H. Carey		37	Director

Mark A. DiBlasi has served as our President and Chief Executive Officer since January 2006. Mr. DiBlasi has served as a director of our company since July 2006. Prior to joining our company, Mr. DiBlasi served as Vice President – Southern Division for FedEx Ground, Inc., a division of FedEx Corporation, from July 2002 to January 2006. Mr. DiBlasi was responsible for all operational matters of the $1.2 billion Southern Division, which represented one-fourth of FedEx Ground, Inc.’s total operations. From February 1995 to June 2002, Mr. DiBlasi served as the Managing Director of two different regions within the FedEx Ground, Inc. operation network. From August 1979 to January 1995, Mr. DiBlasi held various positions in operations, sales, and terminal management at Roadway Express before culminating as the Chicago Breakbulk Manager.

Peter R. Armbruster has served as our Vice President – Finance, Chief Financial Officer, Treasurer, and Secretary since December 2005. From March 2005 to December 2005, Mr. Armbruster served as our Vice President – Finance. Mr. Armbruster held various executive positions at Dawes Transport from August 1990 to March 2005. Prior to joining Dawes Transport, Mr. Armbruster was with Ernst & Young LLP from June 1981 to July 1990, where he most recently served as Senior Manager.

Brian J. van Helden has served as our Vice President – Operations since April 2007. Prior to joining our company, Mr. van Helden served as a Managing Director for FedEx Ground, Inc., a division of FedEx Corporation, from July 2003 to April 2007, where he was responsible for operational matters in the Midwest and New England.

Scott L. Dobak has served as our Vice President – Sales and Marketing since January 2007. Prior to joining our company, Mr. Dobak served as Vice President – Corporate Sales for Yellow Transportation, Inc. where he was responsible for the $1.5 billion Corporate Sales Division from December 2000 to January 2007. Mr. Dobak was the Regional Vice President of Sales and Marketing – Chicago from July 1997 to December 2000 with Yellow Transportation, Inc. Prior to that, Mr. Dobak served as an Area General Manager for Yellow Transportation, Inc. from January 1995 to July 1997.

Ivor (“Ike”) J. Evans has served as our Chairman of the Board since July 2008 and has been a director of our company since March 2005. Mr. Evans has served as Operating Partner of Thayer | Hidden Creek since May 2005. Mr. Evans served as a director of both Union Pacific Corporation and Union Pacific Railroad from 1999 until February 2005, and as Vice Chairman of Union Pacific Railroad from January 2004 until his retirement in February 2005. From 1998 until his election as Vice Chairman, Mr. Evans served as the President and Chief Operating Officer of Union Pacific Railroad. From 1990 to 1998, Mr. Evans served in various executive positions at Emerson Electric Company. Mr. Evans also serves on the board of directors of Arvin Meritor, Inc., Textron Inc., Cooper Industries, Ltd., and Spirit AeroSystems Holdings, Inc.

Scott D. Rued has served as a director of our company since March 2005 and served as our Chairman of the Board from March 2005 to July 2008. Mr. Rued has been a Managing Partner of Thayer | Hidden Creek since 2003. Mr. Rued also serves as Chairman of the Board of Commercial Vehicle Group, Inc., a publicly traded supplier of integrated system solutions for the global commercial vehicle market. From 1989 to 2003, Mr. Rued held various executive positions at Hidden Creek Industries.

Judith A. Vijums has served as a director of our company since March 2005. Ms. Vijums has served as a Managing Director of Thayer ï Hidden Creek since 2003. From 1993 to 2003, Ms. Vijums held various leadership positions at Hidden Creek Industries and actively participated in the management of several Hidden Creek Industries portfolio companies,

including Commercial Vehicle Group, Inc., Dura Automotive Systems, Inc., Tower Automotive, Inc. and Automotive Industries Holdings, Inc.

James J. Forese has served as a director of our company since March 2005. Mr. Forese has served as an Operating Partner of Thayer ï Hidden Creek since 2003. Prior to joining Thayer ï Hidden Creek, Mr. Forese served as President and Chief Executive Officer of IKON Office Solutions, Inc. (formerly Alcoa Standard Corporation) from 1998 to 2002 and retired as Chairman in February 2003. Prior to joining IKON, Mr. Forese served as Controller and Vice President of Finance for IBM Corporation and Chairman of IBM Credit Corporation. Mr. Forese also serves on the board of directors of Anheuser-Busch Companies, Inc. and Spherion Corporation, and has served as a member of the board of directors of various IBM subsidiaries, Lexmark International, Inc., NUI Corporation, Southeast Bank Corporation, Unisource Worldwide, Inc., IKON Office Solutions, Inc. and American Management Systems, Incorporated.

Samuel B. Levine has served as a director of our company since June 2005. Mr. Levine has served as Managing Director of Eos Management, L.P., an affiliate of Eos Partners, L.P., since 1999.

Brian D. Young has served as a director of our company since June 2005. Mr. Young has served as General Partner of Eos Partners, L.P. since 1994.

Chris H. Carey has served as a director of our company since June 2007. Mr. Carey has served as a Principal of American Capital, Ltd. since April 2007. Prior to joining American Capital, Ltd., Carey served as a principal investor of Prudential Capital Group in debt private placements and mezzanine financing from August 1998 to March 2007.

Key Employees

Our TMS operations are managed by a senior management team lead by Michael P. Valentine and W. Paul Kithcart, who have a track record of growing GTS’ revenue at a CAGR of 24.8% from 2005 through 2007.

Michael P. Valentine has served as Chief Executive Officer of GTS since February 2008. Mr. Valentine founded Group Transportation Services in January 1995 and served in various officer positions, including President and Chief Executive Officer, until February 2008. Mr. Valentine founded GTS Direct in October 1999 and served as its President until February 2008. Prior to founding Group Transportation Services, Mr. Valentine was an independent sales agent with Roberts Express, Inc. from 1988 to 1995.

W. Paul Kithcart has served as President of GTS, Group Transportation Services, and GTS Direct since February 2008. Prior to that, Mr. Kithcart served as Vice President of Group Transportation Services from August 2000 to January 2008. Prior to joining Group Transportation Services, Mr. Kithcart held various positions with FedEx Global Logistics, Inc. from 1994 to 2000.

There are no family relationships among any of our directors, officers, or key employees.

Board of Directors and Committees

Our board of directors currently consists of eight members. We expect to add new directors shortly after the consummation of this offering. In compliance with the transitional rules of the SEC and the Nasdaq Stock Market, we expect that a majority of our directors will be independent within one year from the closing of this offering. Prior to the effectiveness of the registration statement of which this prospectus forms a part, Messrs. Levine and Young plan to resign from our board of directors.

Our amended and restated certificate of incorporation, which will be filed and become effective prior to the completion of this offering, will provide for a board of directors consisting of three classes serving three-year staggered terms. The initial term of each Class I director will expire at the annual meeting of stockholders in 2009. The initial term of each Class II director will expire at the annual meeting of stockholders in 2010. The initial term of each Class III director will expire at the annual meeting of stockholders in 2011.

Our amended and restated bylaws, which will be filed prior to the completion of this offering, will authorize our board of directors to appoint among its members one or more committees, each consisting of one or more directors. Upon completion of this offering, our board of directors will have three standing committees: an audit committee, a compensation committee, and a nominations committee. Each of our audit, compensation, and nominations committees will initially consist of at least one independent director. In accordance with the transitional rules of the SEC and the Nasdaq Stock Market, each committee will have a majority of independent directors within 90 days following the completion of this offering and all members of each committee will be independent within one year following the completion of this offering. We plan to adopt charters for the audit, nominations, and compensation committees describing the authority and responsibilities delegated to each committee by our board of directors substantially as set forth below.

We also plan to adopt a Code of Conduct and a Code of Ethics for the CEO and Senior Financial Officers. We will post on our website, at www.rrts.com , the charters of our audit, compensation, and nominations committees; our Code of Conduct and our Code of Ethics for the CEO and Senior Financial Officers, and any amendments or waivers thereto; and any other corporate governance materials contemplated by SEC or Nasdaq Stock Market regulations. These documents will also be available in print to any stockholder requesting a copy in writing from our corporate secretary at our executive offices set forth in this prospectus.

The Audit Committee

The primary purpose of the audit committee, among other functions, will be to assist our board of directors in the oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditors’ qualifications and independence, the performance of our internal audit function and our independent auditors, and the review and approval of related party transactions. The primary responsibilities of the audit committee will be set forth in its charter.

In compliance with the transitional rules of the SEC and the Nasdaq Stock Market, our audit committee will ultimately consist entirely of independent directors, as defined under Nasdaq Stock Market listing standards as well as under rules adopted by the SEC pursuant to Sarbanes-Oxley. Our board of directors will also select a director to be an audit committee member who qualifies as an “audit committee financial expert” in accordance with applicable rules and regulations of the SEC.

Compensation Committee

The primary responsibilities of the compensation committee, among other functions, will be to review and approve corporate goals and objectives relevant to the compensation of our chief executive officer and other executive officers; evaluate the performance of our chief executive officer and other executive officers in light of those goals and objectives; and determine and approve the compensation level of our chief executive officer and other executive officers based on this evaluation.

The compensation committee will have the authority to discharge the responsibilities of our board of directors in establishing the compensation of our chief executive officer and other executive officers. Our chief executive officer will provide input regarding compensation for executive officers other than himself. The compensation committee chairman will report the committee’s recommendations on executive compensation to our board of directors. The committee’s charter will authorize the committee to delegate any or all of its responsibilities to a subcommittee consisting solely of independent directors.

In compliance with the transitional rules of the SEC and the Nasdaq Stock Market, our compensation committee will ultimately consist entirely of independent directors, as defined under Nasdaq Stock Market listing standards as well as under rules adopted by the SEC pursuant to Sarbanes-Oxley.

Nominations Committee

The principal duties and responsibilities of our nominations committee will be, among other functions, to identify candidates qualified to become members of our board of directors, consistent with criteria approved by our board of directors; select, or recommend that our board of directors select, the director nominees for the next annual meeting of stockholders; and oversee the selection and composition of committees of our board of directors.

The nominations committee will consider persons recommended by stockholders for inclusion as nominees for election to our board of directors if the names, biographical data, and qualifications of such persons are submitted in writing in a timely manner addressed and delivered to our company’s secretary at the address listed herein. The nominations committee will identify and evaluate nominees for our board of directors, including nominees recommended by stockholders, based on numerous factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the nominee would fill a present need on our board of directors.

In compliance with the transitional rules of the SEC and the Nasdaq Stock Market, our nominations committee will ultimately consist entirely of independent directors, as defined under Nasdaq Stock Market listing standards as well as under rules adopted by the SEC pursuant to Sarbanes-Oxley.

Until the establishment of the audit, compensation, and nominations committees, these functions will continue to be performed by our board of directors.

Compensation Committee Interlocks and Insider Participation

We do not currently have a compensation committee. Compensation decisions for our executive officers were made by our board of directors as a whole. Mr. DiBlasi participated in discussions with the board of directors concerning executive officer compensation other than his own. Following the closing of this offering, our compensation committee is expected to be comprised of directors who have not, at any time, had any contractual or other relationship with our company.

Compensation Discussion and Analysis

This section discusses the principles underlying our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and decisions. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers and places in perspective the data presented in the narrative and tables that follow.

Overview

The objectives of our compensation program for our executive officers are to motivate and reward those individuals who perform over time at or above the levels that we expect and to attract, as needed, individuals with the skills necessary to achieve our business objectives. Our compensation program is also designed to reinforce a sense of ownership and to link rewards to measurable corporate and individual performance.

Our executive compensation package is generally based on a mix of three primary components:


	n	base compensation or salary;

	n	annual cash bonuses under our management incentive plan; and

	n	option awards granted under our key employee equity plan.

Our practice has been and will continue to be to combine the components of our executive compensation program to achieve a total compensation level appropriate for our size and corporate performance. We target a total compensation amount to be paid to each of our executive officer positions. We then determine the amount of each element based on our compensation objectives. Our philosophy is to make a greater percentage of an employee’s compensation based on our company’s performance as he or she becomes more senior, with a significant portion of the compensation of our executive officers based on the achievement of company performance goals.

Historically, our board of directors has reviewed the total compensation of our executive officers and the mix of components used to compensate those officers on an annual basis. In determining the total amount and mix of compensation components, our board of directors strives to create incentives and rewards for performance consistent with our short-term and long-term company objectives. Our board of directors relies on its judgment about each individual rather than employing a formulaic approach to compensation decisions. As a result, our board of directors has not assigned a fixed weighting among each of the compensation components. Our board of directors assesses each executive officer’s overall contribution to our business, scope of responsibilities, and historical compensation and performance to determine his annual compensation. In making compensation decisions, our board takes into account input from our board members and our chief executive officer based on their experiences with other companies. We have not engaged third-party consultants to benchmark our compensation packages against our peers. However, going forward, we anticipate that our compensation committee may, from time to time as it sees fit, retain third-party executive compensation specialists in connection with determining cash and equity compensation and related compensation policies in the future.

The GTS merger is not currently anticipated to impact our compensation policies or practices relating to our executive officers for 2008. As we evaluate the impact of the GTS merger on our executive officers’ responsibilities on a go-forward basis, we will adjust our compensation practices accordingly.

Role of Our Compensation Committee

Historically, our board of directors determined and administered the compensation of our chief executive officer and our chief executive officer determined the compensation of our other executive officers. Going forward, our compensation committee will make the ultimate decisions regarding executive officer compensation. Our chief executive officer and other executive officers may from time to time attend meetings of our compensation committee or our board of directors, but will have no final decision authority with respect to executive officer compensation. Annually, our compensation committee will evaluate the performance of our chief executive officer and determine our chief executive officer’s compensation in light of the goals and objectives of the compensation program. The final decisions relating to our chief executive officer’s compensation will be made in executive session of our board of directors without the presence of management. Decisions regarding the other executive officers will be made by our compensation committee after considering recommendations from our chief executive officer.

Specific Components of Our Compensation Program

Base Salary . Our board of directors annually reviews, and adjusts from time to time, the base salaries for our executive officers. In setting 2007 base salaries, our board of directors considered each individual officer’s contribution to the business, scope of responsibilities, individual performance, and length of service and gave modest base salary increases.

Incentive Compensation. We utilize cash bonuses to reward the achievement of annual company and individual performance goals. In 2007, the cash bonus portion of annual compensation was based on our LTL business management incentive plan, which pays a cash bonus based on the achievement of annual company and personal performance goals in order to emphasize pay for company performance and individual performance. At maximum performance levels, cash incentive compensation can equal up to 100% of our chief executive officer’s base salary and 75% of the base salary of our other executive officers. We anticipate that the annual cash incentive awards for 2008 will remain in this range.

Our 2007 cash incentive plan was comprised of two targets: (1) financial performance related to the achievement of targeted levels of earnings before interest, taxes, depreciation, and amortization, or EBITDA, and (2) individual performance objectives. A description of these targets and the percentage of the maximum annual incentive compensation tied to each follows:


	n	EBITDA – 90% of the maximum annual incentive compensation payable to our executive officers (100% in the case of our chief executive officer) was based on achieving specific EBITDA goals. In order for any bonus to be paid based on the individual performance criterion discussed below, the minimum EBITDA goal of approximately $17.5 million within the LTL business had to be achieved. If the minimum EBITDA threshold was met, an executive officer was eligible to receive a bonus equal to 30% (38% in the case of our chief executive officer) of his base salary. If the minimum EBITDA goal was exceeded by 25%, an executive officer was eligible to receive a bonus equal to 55% (75% in the case of our chief executive officer) of his base salary. If the minimum EBITDA goal was exceeded by 40%, an executive officer was eligible to receive a bonus equal to 75% (100% in the case of our chief executive officer) of his base salary. Our performance did not meet the minimum threshold and therefore no bonuses were paid.

	n	Individual Performance – Ten percent of the maximum annual incentive compensation payable to our executive officers (other than our chief executive officer) was based on individual performance. Our chief executive officer makes this determination based on performance metrics designed for each of our other executive officers’ position and level of responsibility. If the minimum EBITDA threshold above is met, and an executive officer’s individual performance meets the standards for a bonus, then that executive will receive up to 10% of the maximum bonus he was eligible to receive under the EBITDA criterion above. For example, in the case of an executive officer (other than our chief executive officer), if the minimum EBITDA threshold was met, that executive officer would be entitled to receive up to 30% of his base salary. However, 10% of such 30% is comprised of the individual performance criterion. Therefore, if the EBITDA threshold was met, but the individual performance criterion was not, the executive officer would receive 27% of his base salary as a bonus. Since the minimum EBITDA criterion discussed above was not met, no bonuses were paid. Our chief executive officer is not eligible to receive a bonus based on individual performance criteria.

The components of our 2008 cash incentive plan are substantially the same as our 2007 plan. For 2009, we expect that the financial performance targets for our cash incentive plan will be expanded to include other financial measurements for the entire organization, including net income, in addition to EBITDA.

Equity Compensation. We grant stock options to align the interests of our executive officers with the interests of our stockholders and to reward our executive officers for superior corporate performance. Historically we have granted stock options to our executive officers upon their joining our company.

We first granted stock options to our chief financial officer in March 2005, when he joined our company. In January 2006, we granted stock options to our chief executive officer when he joined our company. In January and April 2007, we granted stock options to our other executive officers when they joined our company. In March 2007, we made a one-time additional grant of stock options to our chief executive officer in recognition of his outstanding service to our company. All of our stock options vest over a four-year period, with 25% vesting on the first anniversary of the grant date and 6.25% at the end of each subsequent three-month period thereafter. The stock options were all granted with an exercise price per share equal to the fair market value of our stock on the grant date, as determined by our board of directors. The exercise price per share and the number of shares issuable upon exercise of these options will be adjusted in connection with the conversion of our Class A common stock into shares of our new common stock on a -for-one basis.

In the future, we plan to grant equity awards annually to our executive officers and key employees. The equity-based grant program may include the award of stock options, performance-based vesting restricted stock units, and/or time-based vesting restricted stock units. Equity will be awarded to executive officers and key employees based upon performance and potential to contribute to our company’s success. In fiscal 2005, 2006, and 2007, awards were made to key employees throughout our company, including all locations and business units. We do not plan on granting equity awards to any of our employees in connection with this offering.

Benefits and Perquisites . Our executive officers participate in the employee benefits that are available to all employees. In addition, we provide each of our executive officers with the use of a company car. We also provide term life insurance policies on all of our executive officers.

Severance Payments . We provide our executive officers with severance arrangements that are intended to attract and retain qualified executives who have alternatives that may appear to them to be less risky absent these arrangements. These arrangements are also intended to mitigate a potential disincentive for the executive officers to pursue and execute an acquisition of us, particularly where the services of these executive officers may not be required by the acquirer. For quantification of these severance benefits, please see the discussion under “Compensation Discussion and Analysis – Potential Payments Upon Termination or Change in Control” in this prospectus.

Tax and Accounting Considerations

Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the Internal Revenue Code (Section 162(m)) imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s chief executive officer or any of the company’s four other most highly compensated executive officers who are employed as of the end of the year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation (i.e., compensation paid only if the individual’s performance meets pre-established objective goals based on performance criteria approved by the stockholders). Prior to this offering, we were not subject to Section 162(m). Going forward, we will seek to maximize the compensation deduction of our executive officers and to structure the performance-based portion of the compensation of our executive officers in a manner that complies with Section 162(m). However, because we will compensate our executive officers in a manner designed to promote our varying corporate objectives, our compensation committee may not adopt a policy requiring all compensation to be deductible. For 2007, cash compensation paid to our executive officers did not exceed the $1 million limit.

SFAS 123(R) . In determining equity compensation awards for 2006 and 2007, we generally considered the potential expense of those programs under SFAS 123(R). We concluded that the award levels were in the best interests of stockholders given competitive compensation practices among companies similar to ours, the awards’ potential expense, our performance, and the impact of the awards on employee motivation and retention.

Summary Compensation Table

The following table sets forth, for the periods indicated, the total compensation for services in all capacities to us received by our chief executive officer, our chief financial officer, and our two other executive officers for the fiscal year ended December 31, 2007.


Name and					Option		All Other
Principal Position	Year		Salary		Awards ⁽¹⁾		Compensation ⁽²⁾			Total

Mark A. DiBlasi		2007	$	275,000	$	183,292	$	29,290		$	487,582
President, Chief Executive Officer, and Director
Peter R. Armbruster		2007	$	175,100	$	81,193	$	28,901		$	285,194
Chief Financial Officer
Brian J. van Helden		2007	$	124,231	$	51,921	$	63,995	⁽⁴⁾	$	240,147
Vice President – Operations ⁽³⁾
Scott L. Dobak		2007	$	230,769	$	69,070	$	93,984	⁽⁶⁾	$	393,823
Vice President – Sales and Marketing ⁽⁵⁾


(1)		The amount reflects the dollar amount recognized for financial reporting purposes in accordance with SFAS 123(R). Assumptions used in the calculation of the amounts for the fiscal years ended December 31, 2007 are included in footnote 7 of our consolidated financial statements for the fiscal year ended December 31, 2007, included in this prospectus.
(2)		Amounts represent matching contributions to our 401(k) plan of $6,770, $2,308, $7,004, and $0 on behalf of Messrs. DiBlasi, Dobak, Armbruster, and van Helden, respectively. We also paid premiums on term life insurance policies on behalf of the executive officers. The taxable portion of the premiums paid for the term life insurance policies is computed based on Internal Revenue Service guidelines and totaled $708, $522, $708, and $336 on behalf of Messrs. DiBlasi, Dobak, Armbruster, and van Helden, respectively. In addition, each of our executive officers also receives the benefit of the use of a company issued automobile, the taxable value of which did not exceed $10,000, except for Messrs. DiBlasi and Armbruster, who received a value of $11,270 and $10,747 of company issued automobile use, respectively. In addition, the amounts also include medical and disability insurance benefits paid on behalf of our executive officers.
(3)		Mr. van Helden became our Vice President – Operations in April 2007.
(4)		Includes $56,141 paid by us in connection with Mr. van Helden’s relocation.
(5)		Mr. Dobak became our Vice President – Sales and Marketing in January 2007.
(6)		Includes $71,591 paid by us in connection with Mr. Dobak’s relocation.

Employment and Other Agreements

We have no written employment contracts with any of our executive officers. We have, however, provided employment offer letters to Messrs. DiBlasi, van Helden, and Dobak setting forth their title, base salary, option awards, reimbursable moving expenses, and health benefits. Pursuant to the offer letters, if the executive officer is terminated for any reason other than for cause, then he is entitled to receive an amount equal to nine months of his base salary. In addition, Mr. Armbruster is party to a letter agreement entitling him to receive severance benefits in the event of his termination by us without cause. See “Compensation Discussion and Analysis — Potential Payments Upon Termination or Change of Control” in this prospectus.

Grants of Plan-Based Awards

The following table shows the plan-based incentive awards made to our executive officers during 2007.


		All Other
		Option Awards:
		Number of	Exercise or
		Securities	Base Price of	Grant Date Fair Value
		Underlying	Option Awards	of Stock and Option
Name	Grant Date	Options ⁽¹⁾	($/Sh) ⁽¹⁾	Awards

Mark A. DiBlasi
Peter R. Armbruster
Brian J. van Helden
Scott L. Dobak


(1)		All share numbers and exercise prices reflect the conversion of our Class A common stock into our new common stock on a -for-one basis, as described in “Description of Capital Stock.”

Outstanding Equity Awards at December 31, 2007

The following table provides information with respect to outstanding vested and unvested option awards held by our named executive officers as of December 31, 2007.


	Number of	Number of
	Securities	Securities
	Underlying	Underlying
	Unexercised	Unexercised	Option
	Options (#)	Options (#)	Exercise	Option
Name	Exercisable ⁽¹⁾	Unexercisable ⁽¹⁾	Price ($) ⁽¹⁾	Expiration Date

Mark A. DiBlasi
Peter R. Armbruster
Brian J. van Helden
Scott L. Dobak


(1)		All share numbers and exercise prices reflect the conversion of our Class A common stock into our new common stock on a -for-one basis, as described in “Description of Capital Stock.”

2007 Option Exercises

During 2007, none of our named executive officers exercised any stock options.

Post-Employment Compensation

Pension Benefits

We do not offer any defined benefit pension plans for any of our employees. We do have a 401(k) plan in which our employees may participate. In 2007, we made matching contributions to our 401(k) plan of $6,770, $2,308, $7,004, and $0 on behalf of Messrs. DiBlasi, Dobak, Armbruster, and van Helden, respectively.

Potential Payments Upon Termination or Change in Control

The tables below reflect the amount of compensation to certain of our executive officers in the event of termination of such executive’s employment or a change in control. Other than as set forth below, no amounts will be paid to our named executive officers in the event of termination.

Severance Arrangements Upon Termination

We have employment offer letters with Messrs. DiBlasi, van Helden, and Dobak. The arrangements reflected in these offer letters are designed to encourage the officers’ full attention and dedication to our company currently and, in the event of any proposed change of control, provide these officers with individual financial security. Pursuant to the offer letters, if the executive is terminated for any reason other than for cause, then he is entitled to receive his base salary for a period of nine months. In addition, Mr. Armbruster is party to a letter agreement entitling him to receive severance benefits in the event of his termination by us without cause. Mr. Armbruster was the chief financial officer of our predecessor, Dawes Transport. In March 2005, in connection with the termination of his prior employment letter agreement with Dawes Transport, we entered into a revised letter agreement with Mr. Armbruster, pursuant to which he is entitled to receive a severance payment equal to his then current base salary plus the amount of his prior year’s bonus in the event we terminate him without cause prior March 30, 2012.

Assuming each of Messrs. DiBlasi, Armbruster, van Helden, and Dobak were terminated without cause on December 31, 2007, they would receive the following salaries (equal to nine months of base salary for Messrs. DiBlasi, van Helden, and Dobak, and 12 months of base salary for Mr. Armbruster) pursuant to their letter agreements:


Name	Salary

Mark A. DiBlasi	$	206,250
Peter R. Armbruster	$	175,100
Brian J. van Helden	$	127,500
Scott L. Dobak	$	187,500

Severance Arrangements Upon Change of Control

Pursuant to the employment offer letters with Messrs. DiBlasi, van Helden, and Dobak, if the executive officer is terminated immediately following a change of control, we will continue to pay his base salary for a period of nine months following the date of the executive officer’s termination.

Assuming a change in control of our company occurred on December 31, 2007 and each of the executive officers listed below was terminated as a result of the change of control, our executive officers would receive the following salaries (paid over a period of nine months) pursuant to their employment offer letters:


Name	Salary

Mark A. DiBlasi	$	206,250
Brian J. van Helden	$	127,500
Scott L. Dobak	$	187,500

Nonqualified Deferred Compensation

We do not offer any deferred compensation plans for any of our named executive officers.

2008 Incentive Compensation Plan

Our board of directors plans to adopt, subject to approval by our stockholders, a 2008 incentive compensation plan. The incentive plan will terminate no later than (1) , 2018, or (2) 10 years after the board approves an increase in the number of shares subject to the plan (so long as such increase is also approved by the stockholders). The incentive plan will provide for the grant of nonstatutory stock options, restricted stock awards, stock appreciation rights, phantom stock, dividend equivalents, other stock-related awards and performance awards. Awards may be granted to employees, including executive officers, non-employee directors, and consultants.

Share Reserve

An aggregate of shares of common stock will initially be reserved for issuance under the incentive compensation plan. The maximum number of shares issuable under the plan shall be cumulatively increased on the first January 1 after the effective date of the incentive compensation plan and each January 1 thereafter for the remainder of the term of the plan by a number of shares equal to the least of (a) 5% of the number of shares issued and outstanding on the immediately preceding December 31, (b) 2,000,000 shares, and (c) a number of shares set by our board of directors.

Certain types of shares issued under the incentive compensation plan may again become available for the grant of awards under the incentive compensation plan, including restricted stock that is repurchased or forfeited prior to it becoming fully vested; shares withheld for taxes; shares that are not issued in connection with an award, such as upon the exercise of a stock appreciation right; and shares used to pay the exercise price of an option in a net exercise.

In addition, shares subject to stock awards that have expired or otherwise terminated without having been exercised in full may be subject to new equity awards. Shares issued under the incentive compensation plan may be previously unissued shares or reacquired shares bought on the market or otherwise.

Administration

Our board of directors will have the authority to administer the incentive compensation plan as the plan administrator. However, our board of directors will have the authority to delegate its authority as plan administrator to one or more committees, including its compensation committee. Subject to the terms of the incentive compensation plan, the plan administrator will determine recipients, grant dates, the numbers and types of equity awards to be granted, and the terms and conditions of the equity awards, including the period of their exercisability and vesting. Subject to the limitations set forth below, the plan administrator will also determine the exercise price of options granted, the purchase price for rights to purchase restricted stock and, if applicable, phantom stock and the strike price for stock appreciation rights.

Grant Limits

To the extent that Section 162(m) applies to the incentive compensation plan, no participant will receive an award for more than 2,000,000 shares in any calendar year. In addition, no participant will receive a performance bonus for more than $5,000,000 per twelve-month period (as adjusted on a straight-line basis for the actual length of the performance period).

Stock Options

Each stock option granted pursuant to the incentive compensation plan must be set forth in a stock option agreement. The plan administrator determines the terms of the stock options granted under the incentive compensation plan, including the exercise price, vesting schedule, the maximum term of the option and the period of time the option remains exercisable after the optionee’s termination of service. The exercise price of a stock option, however, may not be less than the fair market value of the stock on its grant date and the maximum term of a stock option may not be more than ten years. All options granted under the incentive compensation plan will be nonstatutory stock options.

Acceptable consideration for the purchase of common stock issued under the incentive compensation plan will be determined by the plan administrator and may include cash, common stock, a deferred payment arrangement, a broker assisted exercise, the net exercise of the option, and other legal consideration approved by the board of directors.

Generally, an optionee may not transfer a stock option other than by will or the laws of descent and distribution unless the stock option agreement provides otherwise. However, an optionee may designate a beneficiary who may exercise the option following the optionee’s death.

Restricted Stock Awards

Restricted stock awards must be granted pursuant to a restricted stock award agreement. The plan administrator determines the terms of the restricted stock award, including the purchase price, if any, for the restricted stock, and the vesting schedule, if any, for the restricted stock award. The plan administrator may grant shares fully vested as a bonus for the recipient’s past services performed for us. The purchase price for a restricted stock award may be payable in cash, the recipient’s past services performed for us, or any other form of legal consideration acceptable to our board of directors. Shares under a restricted stock award may not be transferred other than by will or by the laws of descent and distribution until they are fully vested or unless otherwise provided for in the restricted stock award agreement.

Stock Appreciation Rights

Each stock appreciation right granted pursuant to the incentive compensation plan must be set forth in a stock appreciation rights agreement. The plan administrator determines the terms of the stock appreciation rights granted under the incentive compensation plan, including the strike price, vesting schedule, the maximum term of the right and the period of time the right remains exercisable after the recipient’s termination of service.

Generally, the recipient of a stock appreciation right may not transfer the right other than by will or the laws of descent and distribution unless the stock appreciation rights agreement provides otherwise. However, the recipient of a stock appreciation right may designate a beneficiary who may exercise the right following the recipient’s death.

Stock Units

Stock unit awards must be granted pursuant to stock unit award agreements. The plan administrator determines the terms of the stock unit award, including any performance or service requirements. A stock unit award may require the payment of at least par value. Payment of any purchase price may be made in cash, the recipient’s past services performed for us, or any other form of legal consideration acceptable to the board of directors. Rights to acquire shares under a stock unit award agreement may not be transferred other than by will or by the laws of descent and distribution unless otherwise provided in the stock unit award agreement.

Dividend Equivalents

Dividend equivalents must be granted pursuant to a dividend equivalent award agreement. Dividend equivalents may be granted either alone or in connection with another award. The plan administrator determines the terms of the dividend equivalent award.

Bonus Stock

The plan administrator may grant stock as a bonus or in lieu of our obligations to pay cash or deliver other property under a compensatory arrangement with one of our service providers.

Other Stock-Based Awards

The plan administrator may grant other awards based in whole or in part by reference to our common stock. The plan administrator will set the number of shares under the award, the purchase price, if any, the timing of exercise and vesting,

and any repurchase rights associated with such awards. Unless otherwise specifically provided for in the award agreement, such awards may not be transferred other than by will or by the laws of descent and distribution.

Performance Awards

The right of a participant to exercise or receive a grant or settlement of an award, and the timing thereof, may be subject to such performance conditions, including subjective individual goals, as may be specified by the plan administrator. In addition, the incentive compensation plan authorizes specific performance awards to be granted to persons whom the plan administrator expects will, for the year in which a deduction arises, be “covered employees” (as defined below) so that such awards should qualify as “performance-based” compensation not subject to the limitation on tax deductibility by us under Section 162(m). For purposes of Section 162(m), the term “covered employee” means our chief executive officer and our four highest compensated officers as of the end of a taxable year determined in accordance with federal securities laws. If, and to the extent required under Section 162(m), any power or authority relating to a performance award intended to qualify under Section 162(m) will be exercised by a committee that qualifies under Section 162(m), rather than by our board of directors. We believe that our compensation committee qualifies for this role under Section 162(m).

Subject to the requirements of the incentive compensation plan, our compensation committee will determine performance award terms, including the required levels of performance with respect to specified business criteria, the corresponding amounts payable upon achievement of such levels of performance, termination and forfeiture provisions, and the form of settlement. One or more of the following business criteria based on our consolidated financial statements or those of our subsidiaries, divisions or business or geographical units will be used by our compensation committee in establishing performance goals for performance awards designed to comply with the performance-based compensation exception to Section 162(m): (1) earnings per share; (2) revenues or margins; (3) cash flows; (4) operating margin; (5) return on net assets, investment, capital, or equity; (6) economic value added; (7) direct contribution; (8) net income; pretax earnings; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings after interest expense and before extraordinary or special items; operating income; income before interest income or expense, unusual items and income taxes, local, state, or federal and excluding budgeted and actual bonuses which might be paid under any of our ongoing bonus plans; (9) working capital; (10) management of fixed costs or variable costs; (11) identification or consummation of investment opportunities or completion of specified projects in accordance with corporate business plans, including strategic mergers, acquisitions or divestitures; (12) total stockholder return; and (13) debt reduction. Any of the above goals may be determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by our compensation committee including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of companies that are comparable to us. Our compensation committee shall exclude the impact of an event or occurrence which our compensation committee determines should appropriately be excluded, including without limitation (1) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (2) an event either not directly related to our operations or not within the reasonable control of our management, or (3) a change in accounting standards required by generally accepted accounting principles.

Changes in Control

In the event of certain corporate transactions, all outstanding options and stock appreciation rights under the incentive compensation plan either will be assumed, continued, or substituted by any surviving or acquiring entity. If the awards are not assumed, continued, or substituted for, then such awards shall become fully vested and, if applicable, fully exercisable and will terminate if not exercised prior to the effective date of the corporate transaction. In addition, at the time of the transaction, the plan administrator may accelerate the vesting of such equity awards or make a cash payment for the value of such equity awards in connection with the termination of such awards. Other forms of equity awards such as restricted stock awards may have their repurchase or forfeiture rights assigned to the surviving or acquiring entity. If such repurchase or forfeiture rights are not assigned, then such equity awards may become fully vested. The vesting and exercisability of certain equity awards may be accelerated on or following a change in control transaction if specifically provided in the respective award agreement.

Adjustments

In the event that certain corporate transactions or events (such as a stock split or merger) affects our common stock, our other securities or any other issuer such that the plan administrator determines an adjustment to be appropriate under the incentive compensation plan, then the plan administrator shall, in an equitable manner, substitute, exchange, or adjust (1) the number and kind of shares reserved under the incentive compensation plan, (2) the number and kind of shares for the annual per person limitations, (3) the number and kind of shares subject to outstanding awards, (4) the exercise price, grant price, or purchase price relating to any award and/or make provision for payment of cash or other property in respect of any outstanding award, and (5) any other aspect of any award that the plan administrator determines to be appropriate.

401(k) Plan

We maintain a defined contribution profit sharing plan for our full-time employees, which is intended to qualify as a tax-qualified plan under Section 401 of the Internal Revenue Code. The plan provides that each participant may contribute up to 100% of his or her pre-tax compensation, up to the statutory limit. Additionally, we match 100% of each participant’s contributions up to 4% of his or her pre-tax compensation, up to the statutory limit. Under the plan, each employee is fully vested in his or her deferred salary contributions. The plan also permits us to make discretionary contributions of up to an additional 50% of each participant’s contributions up to 4% of his or her pre-tax compensation, up to the statutory limit, which generally vest over three years. In 2007, we made approximately $939,942 of matching contributions to the plan on behalf of participating employees.

Director Compensation

We intend to use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our board of directors. In setting director compensation, we will consider the amount of time that directors spend fulfilling their duties as a director, including committee assignments.

Cash Compensation Paid to Directors

Prior to the closing of this offering, we did not pay our directors any compensation. Going forward, we expect to pay each independent director an annual retainer fee of $ , plus $ for each board meeting attended, $ for each audit committee meeting attended, and $ for each other committee meeting attended, with all meeting fees reduced by % if attendance is by teleconference. The chairman of the audit committee will receive an extra $ per year over the standard independent director compensation and each other audit committee member will receive an extra $ per year. The chairman of the compensation committee will receive an extra $ per year over the standard independent director compensation and each other compensation committee member will receive an extra $ per year. The chairman of the nominations committee will receive an extra $ per year over the standard independent director compensation and each other nominations committee member will receive an extra $ per year. We will also reimburse each director for travel and related expenses incurred in connection with attendance at board and committee meetings.

Stock-Based Compensation Paid to Directors

Prior to the closing of this offering, we did not pay our directors any stock-based compensation. We expect to grant each independent director options to acquire shares of our common stock upon the closing of this offering with exercise prices equal to the price at which our common stock is sold to the public in this offering. Going forward, each independent director will receive an annual grant of options to acquire shares of our common stock.

Certain Relationships and Related Transactions

GTS Merger

Simultaneous with the consummation of this offering, GTS will merge with and into GTS Transportation Logistics, Inc., a wholly owned subsidiary of RRTS, and GTS Transportation Logistics, Inc. will be the surviving corporation and a wholly owned subsidiary of RRTS. As a result of the GTS merger, the stockholders of GTS will become stockholders of RRTS. The merger agreement provides that the issued and outstanding common stock of GTS will be converted into such number of shares of RRTS common stock so that the stockholders of GTS will own % and the stockholders of RRTS will own % of the issued and outstanding common stock of RRTS on the effective date of the merger assuming that all RRTS outstanding options and warrants are exercised or converted in accordance with their terms as of the effective date of the merger. Based on the outstanding securities of RRTS and GTS as of June 30, 2008, each outstanding share of GTS common stock will be exchanged for shares of RRTS common stock.

Upon consummation of the GTS merger, RRTS will assume all outstanding options to purchase GTS common stock issued by GTS to its employees. Each such option outstanding immediately prior to the effective time of the merger will become an option to purchase RRTS common stock, on the same terms, on the basis of shares of RRTS common stock for each share of GTS common stock for which the option was exercisable, with the option price to be adjusted accordingly.

The obligations of the parties to complete the merger depend on (1) the consummation of this offering; (2) the redemption of RRTS’ Series A preferred stock; (3) the approval of the GTS merger by RRTS’ creditors; (4) the termination of the RRTS and GTS management agreements (described below); (5) the satisfaction of the RRTS senior subordinated notes and GTS credit facility; (6) no GTS stockholder having exercised its appraisal rights pursuant to Delaware law; (7) the representations and warranties of the other party being true and correct in all material respects upon completion of the merger; (8) the other party having performed, in all material respects, all of its agreements and covenants under the merger agreement on or prior to the completion of the merger; (9) the other party having obtained all required corporate approvals of its directors and stockholders; (10) the receipt of all required consents to the transactions contemplated by the merger agreement from governmental, quasi-governmental and private third parties; (11) no suit, action or other proceeding by any governmental agency having been pending or threatened that would restrain or prohibit or seeking damages with respect to the merger; and (12) no proceeding in which any party is involved under any U.S. or state bankruptcy or insolvency law.

Thayer | Hidden Creek is currently the beneficial owner of % of RRTS’ outstanding common stock and % of GTS’ outstanding common stock. Eos is currently the beneficial owner of % of RRTS’ outstanding common stock and will be granted an option by Thayer | Hidden Creek to purchase from Thayer | Hidden Creek up to shares of GTS common stock, or % of GTS’ outstanding common stock. Upon consummation of the GTS merger, assuming the exercise in full of such option, Thayer | Hidden Creek will be the beneficial owner of % of our common stock and Eos will be the beneficial owner of % of our common stock.

We have attached the Agreement and Plan of Merger, or merger agreement, which is the legal document that governs the merger, as an exhibit to the registration statement of which this prospectus forms a part. The foregoing description of the merger agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the merger agreement.

Management and Consulting Agreements

In April 2005, Dawes Transport, entered into a Management and Consulting Agreement with Thayer | Hidden Creek Management, L.P., an affiliate of Thayer | Hidden Creek. In May 2005, Roadrunner Freight entered into a management and consulting agreement with Thayer | Hidden Creek Management, L.P. as well. In June 2005, each of such agreements was superseded by an amended and restated management and consulting agreement between Dawes Transport, Roadrunner Freight, Thayer | Hidden Creek Management, and Eos Management, Inc., an affiliate of Eos. In March 2007, the amended and restated management and consulting agreement was further amended and restated and superseded by an amended and restated management and consulting agreement among Thayer | Hidden Creek Management, Eos Management, us, Roadrunner Freight, and Sargent, pursuant to which Thayer | Hidden Creek Management and Eos Management provide financial, management, and operations consulting services to these companies. These services include general executive and management, marketing, and human resource services, advice in connection with the negotiation and consummation of agreements, support, and analysis of acquisitions and financing alternatives, and assistance with monitoring compliance with financing arrangements. In exchange for such services, Thayer | Hidden Creek Management and Eos Management are paid aggregate annual management fees, subject to increase upon certain events, of $0.4 million, and are reimbursed for their expenses. Each of Thayer | Hidden Creek Management and Eos Management are also entitled to additional fees for assisting with acquisitions, dispositions, and financings, including this offering. In connection with our acquisitions of Dawes Transport

and Roadrunner Freight, we paid Thayer | Hidden Creek Management and Eos Management aggregate transaction fees of $2.8 million. In 2005, 2006, and 2007, we paid Thayer | Hidden Creek Management and Eos Management aggregate fees of $0.4 million, $0.4 million, and $0, respectively. The management fees for 2007 were deferred and will be paid in connection with the consummation of this offering. Four of our current directors are affiliated with Thayer | Hidden Creek Management, and two of our current directors are affiliated with Eos Management. We expect each of the directors who are affiliated with Eos Management to resign from our board of directors prior to the effectiveness of the registration statement of which this prospectus forms a part. Upon consummation of this offering, we will pay Thayer | Hidden Creek Management and Eos Management an aggregate termination fee of $4.1 million related to the termination of the amended and restated management and consulting agreement.

Real Estate Lease Agreement

In July 2005, Group Transportation Services entered into a lease agreement for its headquarters facility with GTS Services LLC, a company owned by Michael Valentine, one of our key employees and former owner of Group Transportation Services and GTS Direct. The lease was amended on February 28, 2008 in connection with GTS’ acquisition of Group Transportation Services. Under the lease agreement, we lease 24,000 square feet of office space. The initial term of the amended lease expires June 2020. Our current monthly rent under the lease is approximately $31,000, plus our proportionate share of the common area costs. Annual rent under the lease was $0.1 million, $0.2 million, and $0.2 million during the years ended December 31, 2005, 2006, and 2007, respectively.

Stockholders’ Agreements

We are party to agreements with each of our common stockholders, including Thayer | Hidden Creek, Eos, and our executive officers, providing for “piggy back” registration rights. Such agreements provide that if, at any time after the consummation of this offering, we propose to file a registration statement under the Securities Act for any underwritten sale of shares of any of our equity securities, the stockholders may request that we include in such registration the shares of common stock held by them on the same terms and conditions as the securities otherwise being sold in such registration.

In addition to the piggyback registration rights discussed above, Thayer | Hidden Creek, Eos, and certain of our other stockholders have demand registration rights. In March 2007, we entered into a second amended and restated stockholders’ agreement, pursuant to which Thayer | Hidden Creek, Eos, and certain other of our stockholders were granted Form S-3 registration rights. The amended and restated stockholders’ agreement provides that, any time after we are eligible to register our common stock on a Form S-3 registration statement under the Securities Act, Thayer | Hidden Creek, Eos, and certain other of our stockholders may request registration under the Securities Act of all or any portion of their shares of common stock subject to certain limitations. These stockholders are each limited to a total of two of such registrations. In addition, if, at any time after the consummation of this offering, we propose to file a registration statement under the Securities Act for any underwritten sale of shares of any of our equity securities, Thayer | Hidden Creek and the other stockholders party to the amended and restated stockholders’ agreement may request that we include in such registration the shares of common stock held by them on the same terms and conditions as the securities otherwise being sold in such registration.

Transactions with Management

Between June 2005 and April 2007, certain of our executive officers were granted options to purchase an aggregate of shares of our common stock at a weighted average exercise price of $ , adjusted to reflect the conversion of our Class A common stock into new common stock on a -for-one basis. The stock options vest over a four-year period, with 25% vesting on the first anniversary of the grant date and 6.25% at the end of each subsequent three-month period thereafter, and are included in the principal and selling stockholders table.

In February 2008, Thayer | Hidden Creek, through GTS, acquired Group Transportation Services and GTS Direct from its sole stockholder, Michael P. Valentine, one of GTS’ directors and its chief executive officer, for a purchase price of $24.1 million. The purchase price, including financing fees of approximately $0.9 million, was financed with proceeds from the sale of common stock by GTS of $13.4 million, the $3.2 million non-cash issuance of common stock, and borrowings under the GTS credit facility of $8.0 million. In addition, Mr. Valentine is entitled to receive earn-out payments of up to $3.5 million through March 2014 based on the operating results of GTS.

Sargent Merger

In March 2007, we acquired Sargent by way of a merger. At that time, Sargent was owned by affiliates of Thayer | Hidden Creek, our largest stockholder. By virtue of the merger, each share of Sargent Transportation Group, Inc. that was not otherwise cancelled pursuant to the terms of the merger agreement was converted into the right to receive two-tenths of a share of our Class A common stock. In addition, we issued warrants to purchase an aggregate of 15,198 shares of our

Class A common stock at a purchase price of $2,000, which expire in 2017. Of such warrants, 15,041 were issued to affiliates of Thayer | Hidden Creek. The warrants will be modified in connection with the amendment to our certificate of incorporation to reflect the recapitalization of our common stock, which will take effect prior to the consummation of this offering. See “Description of Capital Stock.”

Repayment of Senior Subordinated Notes

In March 2007, we issued an aggregate principal amount at maturity of approximately $36.4 million of senior subordinated notes in connection with the merger of Sargent into us. One of the purchasers of our senior subordinated notes was American Capital, Ltd., one of our 5% stockholders included in the principal and selling stockholders table. As of June 30, 2008, the aggregate principal amount of our outstanding senior subordinated notes was $38.1 million. This amount includes $19.0 million owed to American Capital, Ltd., which we intend to pay from the net proceeds of this offering.

Directed Share Program

All members of our board of directors, our executive officers, our full-time employees, and certain other individuals, including members of the immediate family of our board of directors and executive officers, will be eligible to participate in the directed share program described under “Underwriting” at levels that may exceed $120,000. There is no maximum number of shares of our common stock that may be purchased by these individuals.

Other than set forth above, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or are to be a party in which the amount involved exceeds $120,000, and in which any director, executive officer, or holder of more than 5% of any class of our voting securities and members of such person’s immediate family had or will have a direct or indirect material interest. In the future, our audit committee will be responsible for reviewing, approving, and ratifying any such transaction or series of similar transactions.

Principal and Selling Stockholders

The following table sets forth certain information regarding the beneficial ownership of our common stock on June 30, 2008 by the following:


	n	each person known by us to own more than 5% of our common stock;

	n	each stockholder selling shares in this offering;

	n	each of our directors and executive officers; and

	n	all of our directors and executive officers as a group.

Except as otherwise indicated, each person named in the table has sole voting and investment power with respect to all common stock beneficially owned, subject to applicable community property law. Except as otherwise indicated, each person may be reached as follows: c/o Roadrunner Transportation Services Holdings, Inc., 4900 S. Pennsylvania Ave., Cudahy, Wisconsin 53110.

The percentages shown are calculated based on shares of common stock outstanding on June 30, 2008. The table assumes (i) the recapitalization of all outstanding shares of our Class A common stock and Class B common stock into shares of our common stock on approximately a -for-one basis, and (ii) the consummation of the GTS merger and the exchange of shares of our new common stock for all of the outstanding capital stock of GTS. The numbers and percentages shown include the shares of common stock actually owned as of June 30, 2008 (giving effect to the GTS merger) and the shares of common stock that the identified person or group had the right to acquire within 60 days of such date. In calculating the percentage of ownership, all shares of common stock that the identified person or group had the right to acquire within 60 days of June 30, 2008 upon the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage of the shares of common stock owned by that person or group, but are not deemed to be outstanding for the purpose of computing the percentage of the shares of common stock owned by any other person or group.

Shares

Beneficially

Owned Prior to

Owned after the

the Offering

Shares Offered

Offering

Name of Beneficial Owner

Number

Percent

for Sale

Number

Percent

5% Stockholders:

Thayer | Hidden Creek Entities ⁽¹⁾

Eos Funds ⁽²⁾

American Capital Entities ⁽³⁾

Directors and Executive Officers:

Mark A. DiBlasi

Peter R. Armbruster

Brian J. van Helden

Scott L. Dobak

Ivor J. Evans

Scott D. Rued ⁽⁴⁾

Judith A. Vijums

James F. Forese

Samuel B. Levine ⁽⁵⁾

Brian D. Young ⁽⁵⁾

Chris H. Carey

All directors and executive officers as a group (11 persons)


*		Less than one percent.
(1)		Represents shares held by Thayer Equity Investors V, L.P., TC Roadrunner-Dawes Holdings, L.L.C., TC Sargent Holdings, L.L.C., Thayer \| Hidden Creek Partners II, L.P., and THC Co-investors II, L.P., all of which are affiliates and referred to collectively as the Thayer \| Hidden Creek Entities. Includes shares issuable upon exercise of outstanding warrants. Mr. Scott Rued exercises shared voting and dispositive power over all shares held by the Thayer \| Hidden Creek Entities. The address of each of the Thayer \| Hidden Creek Entities is 1455 Pennsylvania Avenue, N.W., Suite 350, Washington, D.C. 20004.
(2)		Represents shares held by Eos Capital Partners III, L.P. and Eos Partners, L.P., which are affiliates and referred to as the Eos Funds. As a General Partner of Eos Partners, L.P., Mr. Young has voting and investment control over and may be considered the beneficial owner of stock owned by the Eos Funds. As a Managing Director of Eos Management, L.P., Mr. Levine has voting and investment control over and may be considered the


		beneficial owner of stock owned by the Eos Funds. Mr. Levine disclaims any beneficial ownership of the stock owned by the Eos Funds. The address of each of the Eos Funds is 320 Park Avenue, New York, NY 10022.
(3)		Represents shares held by American Capital, Ltd. and American Capital Equity I, LLC. Mr. exercises sole voting and dispositive power over all shares held by the American Capital Entities. The address of each of the American Capital Entities is 2 Bethesda Metro Center, 14th Floor, Bethesda, MD 20814.
(4)		Represents shares held by the Thayer \| Hidden Creek Entities, as described in note 1. Mr. Rued is an officer of certain of the Thayer \| Hidden Creek Entities or their affiliates. Accordingly, Mr. Rued may be deemed to beneficially own the shares owned by the Thayer \| Hidden Creek Entities. Mr. Rued disclaims beneficial ownership of any such shares in which he does not have a pecuniary interest. The address of Mr. Rued is c/o Thayer \| Hidden Creek, 80 South 8th Street, Suite 4508, Minneapolis, Minnesota 55402.
(5)		Represents shares held by the Eos Funds, as described in note 2. As a General Partner of Eos Partners, L.P., Mr. Young has voting and investment control over and may be considered the beneficial owner of stock owned by the Eos Funds. As a Managing Director of Eos Management, L.P., Mr. Levine has voting and investment control over and may be considered the beneficial owner of stock owned by the Eos Funds. Mr. Levine disclaims any beneficial ownership of the shares of stock owned by the Eos Funds. We expect that Messrs. Young and Levine will resign from our board of directors prior to effectiveness of the registration statement of which this prospectus forms a part. The address of Messrs. Young and Levine is c/o Eos, 320 Park Avenue, New York, NY 10022.

Description of Capital Stock

Upon the filing of our amended and restated certificate of incorporation, we will be authorized to issue shares of common stock, $.01 par value, and shares of undesignated preferred stock, $.01 par value. The following description of our capital stock reflects the amendment to our certificate of incorporation and bylaws. The description is intended to be a summary and does not describe all provisions of our amended and restated certificate of incorporation or our amended and restated bylaws or Delaware law applicable to us. For a more thorough understanding of the terms of our capital stock, you should refer to our amended and restated certificate of incorporation and amended and restated bylaws, which will be included as exhibits to the registration statement of which this prospectus forms a part.

Common Stock

The holders of our common stock are entitled to one vote per share on all matters to be voted upon by stockholders. There is no cumulative voting. Subject to preferences that may be applicable to any outstanding preferred stock, holders of our common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available for that purpose. In the event of the liquidation, dissolution, or winding up of our company, the holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock. The common stock has no preemptive or conversion rights, other subscription rights, or redemption or sinking fund provisions.

Our certificate of incorporation previously authorized the issuance of Class A and Class B common stock. Each holder of record of Class A common stock was entitled to one vote for each share of Class A common stock. The holders of Class B common stock did not have voting rights. Our certificate of incorporation previously provided that each share of Class B common stock would automatically convert into one share of Class A common stock immediately prior to the closing of our initial public offering. The holders of Class A and Class B common stock were entitled to dividends if and when such dividends were declared by our board of directors. In connection with this offering, we are amending and restating our certificate of incorporation to provide for only one class of common stock, and each share of Class A common stock and Class B common stock will be converted into shares of new common stock on a -for-one basis. We do not intend to declare dividends on our Class A or Class B common stock in connection with the conversion or in connection with this offering.

Warrants

We currently have outstanding warrants to purchase shares of common stock at an exercise price of $ per share. The warrants expire in March 2017. Unless otherwise indicated, all information in this prospectus relating to the warrants reflects an amendment to our certificate of incorporation and the conversion of our Class A common stock and Class B common stock into a single class of common stock as discussed in the preceding paragraph.

Preferred Stock

Our certificate of incorporation authorizes our board of directors, without any vote or action by the holders of our common stock, to issue preferred stock from time to time in one or more series. Our board of directors is authorized to determine the number of shares and to fix the designations, powers, preferences, and the relative participating, optional, or other rights of any series of preferred stock. Issuances of preferred stock would be subject to the applicable rules of the Nasdaq Stock Market or other organizations on which our securities are then quoted or listed. Depending upon the terms of preferred stock established by our board of directors, any or all series of preferred stock could have preference over the common stock with respect to dividends and other distributions and upon our liquidation. If any shares of preferred stock are issued with voting powers, the voting power of the outstanding common stock would be diluted. No shares of preferred stock are presently outstanding, and we have no present intention to issue any shares of preferred stock.

Our certificate of incorporation previously authorized the issuance of Series A preferred stock. Except with respect to approval of amendments to our certificate of incorporation previously in effect, the holders of our Series A preferred stock did not have voting rights. We, at our option and at any time, were entitled to redeem the Series A preferred stock for an amount equal to $1,000 per share, subject to adjustment to reflect stock splits, reorganizations, and other similar changes. We were obligated to redeem the Series A preferred stock for such amount on November 30, 2012 if such shares were not earlier redeemed. The holders of Series A preferred stock were entitled to annual dividends equal to $40.00 per share, subject to adjustment to reflect stock splits, reorganizations, and other similar changes. In addition, the holders of Series A preferred stock were entitled to receive an amount equal to $1,000 per share in the event of our liquidation or dissolution, subject to adjustment to reflect stock splits, reorganizations, and other similar changes. In connection with this offering, each share of Series A preferred stock will be redeemed for $1,000 per share, for an aggregate redemption price of $5.1 million, including accrued dividends.

Registration Rights

Form S-3 Registration Rights

Upon receipt of a written request from certain of our stockholders party to our amended and restated stockholders’ agreement, we must use our best efforts to file and effect a registration statement with respect to any of the shares of our common stock held by those stockholders. We are not, however, required to effect any such registration if (1) we are not eligible to file a registration statement on Form S-3, (2) the aggregate offering price of the common stock to be registered is less than $1.0 million, or (3) the amount of shares to be registered does not equal or exceed 1% of our then-outstanding common stock. Additionally, we are not required to effect more than two Form S-3 registrations on behalf of each such stockholder. A Form S-3 registration will not be deemed to have been effected for purposes of our stockholders’ agreement unless the registration statement or preliminary or final prospectus, as the case may be, relating thereto (i) has become effective under the Securities Act and remained effective for a period of at least 90 days, and (ii) at least 75% of the common stock requested to be included in such registration is so included.

Incidental Registration Rights

All of our common stockholders are, pursuant to stockholders’ agreements, entitled to include all or part of their shares of our common stock in any of our registration statements under the Securities Act relating to an underwritten offering, excluding registration statements relating to our employee benefit plans or a corporate reorganization. The underwriters of any underwritten offering will have the right to limit the number of securities included in such offering due to marketing reasons. However, if the underwriter reduces the number of securities included in the offering, the reduction in the number of securities held by those stockholders cannot represent a greater percentage of the shares requested to be registered by such stockholders than the lowest percentage reduction imposed upon any other stockholder.

Registration Expenses

We will pay all expenses incurred in connection with the registrations described above, except for underwriting discounts and commissions and the expenses of counsel representing the holders of registration rights.

Indemnification

In connection with all of the registrations described above, we have agreed to indemnify the selling stockholders against certain liabilities, including liabilities arising under the Securities Act.

Anti-Takeover Effects

General

Our certificate of incorporation, our bylaws, and the Delaware General Corporation Law contain certain provisions that could delay or make more difficult an acquisition of control of our company not approved by our board of directors, whether by means of a tender offer, open market purchases, a proxy context, or otherwise. These provisions have been implemented to enable us, particularly but not exclusively in the initial years of our existence as a publicly owned company, to develop our business in a manner that will foster our long-term growth without disruption caused by the threat of a takeover not deemed by our board of directors to be in the best interests of our company and our stockholders. These provisions could have the effect of discouraging third parties from making proposals involving an acquisition or change of control of our company even if such a proposal, if made, might be considered desirable by a majority of our stockholders. These provisions may also have the effect of making it more difficult for third parties to cause the replacement of our current management without the concurrence of our board of directors.

There is set forth below a description of the provisions contained in our certificate of incorporation and bylaws and the Delaware General Corporation Law that could impede or delay an acquisition of control of our company that our board of directors has not approved. This description is intended as a summary only and is qualified in its entirety by reference to our certificate of incorporation and bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, as well as the Delaware General Corporation Law.

Authorized but Unissued Preferred Stock

Our certificate of incorporation authorizes our board of directors to issue one or more series of preferred stock and to determine, with respect to any series of preferred stock, the terms and rights of such series without any further vote or action by our stockholders. The existence of authorized but unissued shares of preferred stock may enable our board of directors to render more difficult or discourage an attempt to obtain control of our company by means of a proxy contest, tender offer, or

other extraordinary transaction. Any issuance of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of common stock, including the loss of voting control to others. The existence of authorized but unissued shares of preferred stock will also enable our board of directors, without stockholder approval, to adopt a “poison pill” takeover defense mechanism. We have no present plans to issue any shares of preferred stock.

Number of Directors; Removal; Filling Vacancies

Our certificate of incorporation and bylaws provide that the number of directors shall be fixed only by resolution of our board of directors from time to time. Our certificate of incorporation provides that directors may be removed by stockholders only both for cause and by the affirmative vote of at least 66 2 / 3 % of the shares entitled to vote. Our certificate of incorporation and bylaws provide that vacancies on the board of directors may be filled only by a majority vote of the remaining directors or by the sole remaining director.

Classified Board

Our certificate of incorporation provides for our board to be divided into three classes, as nearly equal in number as possible, serving staggered terms. Approximately one-third of our board will be elected each year. See “Management — Board of Directors and Committees.” The provision for a classified board could prevent a party who acquires control of a majority of our outstanding common stock from obtaining control of the board until our second annual stockholders meeting following the date the acquirer obtains the controlling share interest. The classified board provision could have the effect of discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us and could increase the likelihood that incumbent directors will retain their positions.

Stockholder Action

Our certificate of incorporation provides that stockholder action may be taken only at an annual or special meeting of stockholders. This provision prohibits stockholder action by written consent in lieu of a meeting. Our certificate of incorporation and bylaws further provide that special meetings of stockholders may be called only by the chairman of the board of directors or a majority of the board of directors. Stockholders are not permitted to call a special meeting or to require our board of directors to call a special meeting of stockholders.

The provisions of our certificate of incorporation and bylaws prohibiting stockholder action by written consent may have the effect of delaying consideration of a stockholder proposal until the next annual meeting unless a special meeting is called as provided above. These provisions would also prevent the holders of a majority of the voting power of our stock from unilaterally using the written consent procedure to take stockholder action. Moreover, a stockholder could not force stockholder consideration of a proposal over the opposition of the board of directors by calling a special meeting of stockholders prior to the time our chairman or a majority of the whole board believes such consideration to be appropriate.

Advance Notice for Stockholder Proposals and Director Nominations

Our bylaws establish an advance notice procedure for stockholder proposals to be brought before any annual or special meeting of stockholders and for nominations by stockholders of candidates for election as directors at an annual meeting or a special meeting at which directors are to be elected. Subject to any other applicable requirements, including, without limitation, Rule 14a-8 under the Exchange Act of 1934, as amended, or the Exchange Act, only such business may be conducted at a meeting of stockholders as has been brought before the meeting by, or at the direction of, our board of directors, or by a stockholder who has given our Secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. The presiding officer at such meeting has the authority to make such determinations. Only persons who are nominated by, or at the direction of, our board of directors, or who are nominated by a stockholder that has given timely written notice, in proper form, to our Secretary prior to a meeting at which directors are to be elected, will be eligible for election as directors.

Amendments to Bylaws

Our certificate of incorporation provides that only our board of directors or the holders of at least 66 2 / 3 % of the shares entitled to vote at an annual or special meeting of stockholders have the power to amend or repeal our bylaws.

Amendments to Certificate of incorporation

Any proposal to amend, alter, change, or repeal any provision of our certificate of incorporation requires approval by the affirmative vote of a majority of the voting power of all of the shares of our capital stock entitled to vote on such matters, with the exception of certain provisions of our certificate of incorporation that require a vote of at least 66 2 / 3 % of such voting power.

The requirement of a super-majority vote to approve amendments to the certificate of incorporation or bylaws could enable a minority of our stockholders to exercise veto power over an amendment.

Limitation of Liability and Indemnification of Officers and Directors

Our certificate of incorporation and bylaws limit the liability of directors to the fullest extent permitted by the Delaware General Corporation Law. In addition, our certificate of incorporation and bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by law. In connection with this offering, we are entering into indemnification agreements with our current directors and executive officers and expect to enter into a similar agreement with any new directors or executive officers.

Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, officers, or controlling persons pursuant to the provisions described in the preceding paragraph, we have been informed 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.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company. The transfer agent’s address is 59 Maiden Lane, New York, New York 10038 and its telephone number is (877) 777-0800.

Description of Indebtedness

RRTS has outstanding debt under its senior secured credit facility and senior subordinated notes, and GTS has outstanding debt under its credit facility.

RRTS Credit Facility

In March 2005, in connection with our acquisition of Dawes Transport, RRTS entered into a senior secured credit agreement with various lenders. LaSalle Bank National Association (now Bank of America) acted as administrative agent for the lenders. In April 2005, in connection with the acquisition of Roadrunner Freight, RRTS entered into an amendment to a credit agreement with various lenders. LaSalle Bank National Association again acted as administrative agent for the lenders. In June 2005, RRTS and the lenders amended and restated the terms and provisions of both credit agreements and entered into a single senior secured credit agreement. In March 2007, in connection with the merger of Sargent with and into us, we amended and restated the RRTS credit agreement to increase the amount available for borrowings and provide for certain term loans and revolving credit facilities.

We refer to the credit agreement and related documents, as amended through the date of this prospectus, as the RRTS credit facility. As of June 30, 2008, RRTS had approximately $63.2 million outstanding, inclusive of accrued and unpaid interest, under the RRTS credit facility. The RRTS credit facility now consists of the following:


	n	term loan facility of $40.0 million, of which approximately $33.5 million was outstanding as of June 30, 2008; and


	n	a 5-year revolving credit facility of up to $50.0 million in revolving credit loans, letters of credit, and swingline loans, of which approximately $29.7 million was outstanding as of June 30, 2008.

We are obligated with respect to all amounts owing under the RRTS credit facility. In addition, the RRTS credit facility is:


	n	jointly and severally guaranteed by each of RRTS’ subsidiaries;

	n	secured by a first priority lien on substantially all of our and each of RRTS’ subsidiaries’ tangible and intangible personal property; and

	n	secured by a pledge of all of the capital stock of RRTS and RRTS’ subsidiaries

RRTS’ future domestic subsidiaries will guarantee the RRTS credit facility and secure that guarantee with substantially all of their tangible and intangible personal property.

The RRTS credit facility requires RRTS to meet financial tests, including a maximum consolidated total leverage ratio, a maximum senior leverage ratio, and a minimum fixed charge coverage ratio. In addition, the RRTS credit facility contains negative covenants limiting, among other things, additional liens and indebtedness, transactions with certain stockholders and any affiliates, mergers and consolidations, sales of assets, investments, loans, restricted payments, business activities, issuance of equity, modifications of debt instruments, and other matters customarily restricted in such agreements. The RRTS credit facility contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the RRTS credit facility to be in full force and effect, and a change of control of RRTS, which for purposes of the RRTS credit facility includes this initial public offering.

The RRTS credit facility includes covenants that require RRTS to, among other things, maintain a specified leverage and fixed charge coverage ratio. RRTS was in compliance with all debt covenants as of June 30, 2008.

The applicable margins with respect to the term loan facility and the revolving credit facility will vary from time to time in accordance with the terms thereof and agreed upon pricing grids based on RRTS’ consolidated total leverage ratio.

At June 30, 2008, the weighted average interest rate on the RRTS credit facility was 6.7%.

With respect to letters of credit, which may be issued as a part of the revolving loan commitment, the revolver lenders will be entitled to receive a fee equal to the applicable letter of credit rate margin, which margin is 2.5% to 4%. Such letter of credit fees are payable quarterly in arrears.

The RRTS credit facility prescribes that specified amounts must be used to prepay the term loan facility and reduce commitments under the revolving credit facility, including:


	n	100% of the net proceeds of any sale or other disposition of any assets by RRTS or any of RRTS’ subsidiaries, subject to exceptions for (i) assets replaced within 180 days after such disposition with another asset that is usual in the business of RRTS and (ii) other dispositions in any fiscal year where the net proceeds of which do not in the aggregate exceed $200,000;

	n	100% of the net proceeds of any issuance of indebtedness after the closing date by RRTS or any of RRTS’ subsidiaries, subject to exceptions for permitted debt;

	n	100% of the net proceeds from the issuance of equity securities by RRTS or RRTS’ subsidiaries, subject to exceptions; and

	n	if RRTS’ consolidated total leverage ratio is over 2.50, 50% of consolidated excess cash flows, for any fiscal year.

In general, any mandatory prepayments as described above will be applied first to prepay the term loan facility, second to prepay the revolving loans, and third to reduce commitments under the revolving credit facility. Prepayments of the term loan facility, voluntary or mandatory, will be applied pro rata to the scheduled installments of the term loan facility. Voluntary prepayments of the RRTS credit facility are permitted. Prepayments of the revolving loans may be reborrowed, subject to the terms and conditions of the RRTS credit facility. Prepayments of the term loan may not be reborrowed.

In connection with this offering, we expect to obtain an amendment and a consent under the RRTS credit facility to, among other things, waive the requirement to use 100% of the net proceeds of this offering to repay indebtedness under the RRTS credit facility and to permit the use of proceeds described under “Use of Proceeds.” We intend to prepay all $ of the term loan outstanding as of the consummation of this offering and $ of the revolving credit facility with a portion of the net proceeds of this offering. See “Use of Proceeds.”

This summary of the RRTS credit facility may not contain all of the information that is important to you and is subject to, and qualified in its entirety by reference to, all of the provisions of the RRTS credit agreement and related documents, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part. See “Where You Can Find Additional Information.”

RRTS Senior Subordinated Notes

The RRTS senior subordinated notes were issued in an aggregate principal amount at maturity of approximately $36.4 million and will mature on September 15, 2012. The senior subordinated notes were issued pursuant to an amended and restated notes purchase agreement dated as of March 14, 2007 between RRTS’ subsidiaries, as issuers, RRTS and Sargent, as guarantors, and the purchasers listed therein, and are subordinated unsecured obligations of RRTS and its subsidiaries. The RRTS senior subordinated notes accrue cash interest of 12% plus a deferred margin that is treated as payment deferred interest and is added to the principal balance of the notes each quarter. The deferred interest ranges from 2.0% to 5.5% depending on RRTS’ total leverage calculation, described in the amended and restated notes purchase agreement. Interest on the senior subordinated notes is payable on the 1st day of January, April, July, and October each year. As of June 30, 2008, there were $38.1 million in aggregate principal amount of senior subordinated notes outstanding.

The senior subordinated notes are prepayable, at RRTS’ option, in whole at any time or in part from time to time, upon not less than five days prior notice; provided, that any such voluntary prepayment shall include the applicable premium, as described in the amended and restated notes purchase agreement, on the amount so prepaid.

We intend to prepay all of the outstanding subordinated notes with a portion of the net proceeds of this offering. See “Use of Proceeds.”

GTS Credit Facility

In February 2008, in connection with the acquisition of Group Transportation Services, GTS entered into a secured credit agreement with various lenders. U.S. Bank National Association acted as administrative agent for the lenders. We refer to the GTS credit agreement and related documents, as amended through the date of this prospectus, as the GTS credit facility. As of June 30, 2008, there was approximately $7.8 million, inclusive of accrued and unpaid interest, outstanding under the GTS credit facility. The GTS credit facility consists of the following:


	n	a term loan facility of $8.0 million, of which approximately $7.8 million was outstanding as of June 30, 2008; and


	n	a five-year revolving credit facility of up to $3.0 million, none of which was outstanding as of June 30, 2008.

GTS is obligated with respect to all amounts owing under the GTS credit facility. In addition, the GTS credit facility is:


	n	jointly and severally guaranteed by each of GTS’ subsidiaries;

	n	secured by a first priority lien on substantially all of GTS’ subsidiaries’ tangible and intangible personal property; and

	n	secured by a pledge of all of the capital stock and membership interests of GTS its subsidiaries.

The GTS credit facility requires GTS to meet financial tests, cash flows ratios, and fixed charge coverage ratios. GTS was in compliance with all debt covenants as of June 30, 2008. In addition, the GTS credit facility contains negative covenants limiting, among other things, mergers and consolidations, sales of assets, business activities, subsidiary activities, restricted payments, transactions with affiliates, additional liens and indebtedness, and other matters customarily restricted in such agreements. The GTS credit facility contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the secured credit facility to be in full force and effect, and a change of control of GTS, which for purposes of the credit facility includes the GTS merger.

GTS’ borrowings under the GTS credit facility bear interest at a floating rate and may be maintained as prime rate loans or as LIBOR rate loans. Prime rate loans bear interest at the prime rate, as described in the GTS credit facility, plus the applicable prime rate margin, which margin is 0.5% to 2.0%. LIBOR rate loans bear interest at the LIBOR rate, as described in the GTS credit facility, plus the applicable LIBOR rate margin, which margin is 2.0% to 3.5%.

At June 30, 2008, the weighted average interest rate on the term loan facility was 6.1%.

With respect to letters of credit, which may be issued as a part of the revolving loan commitment, the revolver lenders will be entitled to receive a fee equal to the applicable letter of credit rate margin, which margin is 2.0% to 3.5%. Such letter of credit fees are payable quarterly in arrears.

The GTS credit facility prescribes that specified amounts must be used to prepay the term loan facility and reduce outstanding revolving loans, including:


	n	100% of the net proceeds of any sale or other disposition of assets, subject to certain exceptions, by GTS or any of its subsidiaries, subject to exceptions if the asset is replaced within 180 days after such disposition with another asset that is useful in the business of GTS or any of its subsidiaries and such net proceeds do not exceed $250,000 in the aggregate;

	n	100% of the net proceeds of casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of GTS or its subsidiaries, subject to exceptions if the net proceeds therefrom have not been applied to (i) repair, restore, or replace such property or asset, or (ii) purchase assets useful in the business of GTS or its subsidiaries, within 180 days after such event and such net proceeds exceed $250,000 in the aggregate; and

	n	100% of the net proceeds from the issuance of equity securities, or the receipt by GTS or its subsidiaries of any capital contribution, subject to exceptions described in the GTS credit facility.

In general, any mandatory prepayments as described above will be applied first to prepay the term loan facility, and second to prepay any outstanding revolving loans (without any reduction to the revolving commitments). Prepayments of the term loan facility, voluntary or mandatory, will be applied pro rata to the scheduled installments of principal payments under the term loan facility. Voluntary prepayments of the GTS credit facility are permitted. Prepayments of the revolving loans may be reborrowed, subject to the terms and conditions of the GTS credit facility. Prepayments of the term loan may not be reborrowed.

In connection with this offering, we expect to obtain an amendment and a consent under the GTS credit facility to, among other things, waive the requirement to use 100% of the net proceeds of this offering to repay indebtedness under the GTS credit facility and to permit the use of proceeds described under “Use of Proceeds.” We intend to prepay all $ of the GTS credit facility outstanding as of the consummation of this offering with a portion of the net proceeds of this offering. See “Use of Proceeds.”

This summary of the GTS credit facility may not contain all of the information that is important to you and is subject to, and qualified in its entirety by reference to, all of the provisions of the credit agreement and related documents, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part. See “Where You Can Find Additional Information.”

Shares Eligible for Future Sale

Prior to this offering, there has been no public market for our common stock. We cannot predict the effect, if any, that market sales of shares, or the availability of shares for sale, will have on the market price of our common stock prevailing from time to time. Sales of our common stock in the public market after the restrictions lapse as described below, or the perception that those sales may occur, could cause the prevailing market price to decline or to be lower than it might be in the absence of those sales or perceptions.

Sale of Restricted Shares

Upon completion of this offering, we will have shares of common stock outstanding, based on shares of common stock outstanding as of , 2008. Of these shares, the shares sold in this offering, plus any shares sold upon exercise of the underwriters’ overallotment option, will be freely tradable without restriction under the Securities Act, except for any shares purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act. In general, affiliates include executive officers, directors, and 10% stockholders. Shares purchased by affiliates will remain subject to the resale limitations of Rule 144.

The remaining shares outstanding prior to this offering are restricted securities within the meaning of Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rules 144 or 701 promulgated under the Securities Act, which are summarized below.

Taking into account the lock-up agreements, and assuming Robert W. Baird & Co. Incorporated does not release shares from these agreements, the following shares will be eligible for sale in the public market beginning 180 days after the effective date of the registration statement of which this prospectus forms a part (unless the lock-up period is extended as described below and in “Underwriting”):


	n	approximately million additional shares held by affiliates will be eligible for sale subject to volume, manner of sale, and other limitations under Rule 144; and


	n	approximately additional shares held by non-affiliates will be eligible for sale subject to volume, manner of sale, and other limitations under Rule 144.

Lock-Up Agreements

Our directors, executive officers, and certain stockholders have entered into lock-up agreements in connection with this offering, generally providing that they will not offer, pledge, sell, contract to sell, or grant any option to purchase or otherwise dispose of our common stock or any securities exercisable for or convertible into our common stock owned by them for a period of 180 days after the date of this prospectus without the prior written consent of Robert W. Baird & Co. Incorporated. The 180-day restricted period described in the preceding sentence will be extended if:


	n	during the last 17 days of the 180-day restricted period we issue an earnings release or announce material news or a material event; or


	n	prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period,

in which case the restrictions described in the preceding sentence will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event. Despite possible earlier eligibility for sale under the provisions of Rules 144 and 701, shares subject to lock-up agreements will not be salable until these agreements expire or are waived by Robert W. Baird & Co. Incorporated. These agreements are more fully described in “Underwriting.”

We have been advised by the underwriters that they may at their discretion waive the lock-up agreements; however, they have no current intention of releasing any shares subject to a lock-up agreement. The release of any lock-up would be considered on a case-by-case basis. In considering any request to release shares covered by a lock-up agreement, Robert W. Baird & Co. Incorporated may consider, among other factors, the particular circumstances surrounding the request, including but not limited to the number of shares requested to be released, market conditions, the possible impact on the market for our common stock, the trading price of our common stock, historical trading volumes of our common stock, the reasons for the request and whether the person seeking the release is one of our officers or directors. No agreement has been made between the representatives and us or any of our stockholders pursuant to which Robert W. Baird & Co. Incorporated will waive the lock-up restrictions.

Rule 144

In general, under Rule 144 as currently in effect, a person who has beneficially owned restricted securities of an issuer that has been subject to the reporting requirements of the Exchange Act for at least six months, and who is not affiliated with such issuer, would be entitled to sell an unlimited number of shares of common stock so long as the issuer has met its public information disclosure requirements. In addition, an affiliated person who has beneficially owned restricted securities for at least six months would be entitled to sell, within any three-month period, a number of shares that does not exceed the greater of the following:


	n	1% of the number of shares of common stock then outstanding; or

	n	the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 are also subject to requirements with respect to manner of sale, notice, and the availability of current public information about us.

Rule 701

Under Rule 701 as currently in effect, each of our employees, officers, directors, and consultants who purchased shares pursuant to a written compensatory plan or contract is eligible to resell these shares 90 days after the effective date of this offering in reliance upon Rule 144, but without compliance with specific restrictions. Rule 701 provides that affiliates may sell their Rule 701 shares under Rule 144 without complying with the holding period requirement and that non-affiliates may sell their shares in reliance on Rule 144 without complying with the holding period, public information, volume limitation, or notice provisions of Rule 144.

Stock Options

We intend to file registration statements under the Securities Act as soon as practicable after the completion of this offering for shares issued upon the exercise of options and shares to be issued under our employee benefit plans. As a result, any options or shares issued exercised under any benefit plan after the effectiveness of the registration statements will also be freely tradable in the public market. However, such shares held by affiliates will still be subject to the volume limitation, manner of sale, notice, and public information requirements of Rule 144 unless otherwise resalable under Rule 701.

Registration Rights

After the completion of this offering, holders of restricted shares will be entitled to registration rights on these shares for sale in the public market. See “Description of Capital Stock — Registration Rights.” Registration of these shares under the Securities Act would result in their becoming freely tradable without restriction under the Securities Act immediately upon effectiveness of the registration.

Material U.S. Federal Income Tax Considerations For

Non-U.S. Holders of Our Common Stock

The following discussion describes the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the acquisition, ownership, and disposition of our common stock issued pursuant to this offering. This discussion is not a complete analysis of all the potential U.S. federal income tax consequences relating thereto, nor does it address any tax consequences arising under any state, local, or foreign tax laws or any other U.S. federal tax laws. This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service, or the IRS, all as in effect as of the date of this offering. These authorities may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below. No ruling from the IRS has been or will be sought with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the acquisition, ownership, or disposition of our common stock, or that any such contrary position would not be sustained by a court.

This discussion is limited to non-U.S. holders who purchase our common stock issued pursuant to this offering and who hold our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax considerations that may be relevant to a particular holder in light of that holder’s particular circumstances. This discussion also does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax laws, including, without limitation, U.S. expatriates; partnerships and other pass-through entities; “controlled foreign corporations;” “passive foreign investment companies;” corporations that accumulate earnings to avoid U.S. federal income tax; financial institutions; insurance companies; brokers, dealers or traders in securities, commodities or currencies; tax-exempt organizations; tax-qualified retirement plans; persons subject to the alternative minimum tax; persons holding our common stock as part of a hedge, straddle, or other risk reduction strategy or as part of a conversion transaction or other integrated investment; real estate investment companies; regulated investment companies; grantor trusts; persons that received our common stock as compensation for performance of services; persons that have a functional currency other than the U.S. dollar; and certain former citizens or residents of the U.S.

For the purposes of this discussion, a non-U.S. holder is any beneficial owner of our common stock that is not a “U.S. person” for U.S. federal income tax purposes. A U.S. person is any of the following:


	n	an individual who is a citizen or resident of the United States;

	n	a corporation or partnership (or other entity treated as a corporation or a partnership for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

	n	an estate the income of which is subject to U.S. federal income tax regardless of its source; or

	n	a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more U.S. persons or (2) has validly elected to be treated as a U.S. person for U.S. federal income tax purposes.

If a partnership (or other entity taxed as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold our common stock and partners in such partnerships are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them.

Distributions on our Common Stock

We have not declared or paid distributions on our common stock since inception and do not intend to pay any distribution on our common stock in the foreseeable future. In the event we do pay distributions on our common stock, however, these payments will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a tax-free return of capital and will first be applied against and reduce a holder’s adjusted tax basis in the common stock, but not below zero. Any excess will be treated as capital gain.

Dividends paid to a non-U.S. holder of our common stock that are not effectively connected with a U.S. trade or business conducted by such holder generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends, or such lower rate specified by an applicable tax treaty. To receive the benefit of a reduced treaty rate, a non-U.S. holder must furnish to us or our paying agent a valid IRS Form W-8BEN (or applicable successor form) certifying such holder’s qualification for the reduced rate. This certification must be provided to us or our paying agent prior to the payment of dividends and must be updated periodically. Non-U.S. holders that do not timely provide us or our paying agent

with the required certification, but which qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

If a non-U.S. holder holds our common stock in connection with the conduct of a trade or business in the United States, and dividends paid on the common stock are effectively connected with such holder’s U.S. trade or business, the non-U.S. holder will be exempt from U.S. federal withholding tax. To claim the exemption, the non-U.S. holder must furnish to us or our paying agent a properly executed IRS Form W-8ECI (or applicable successor form).

Any dividends paid on our common stock that are effectively connected with a non-U.S. holder’s U.S. trade or business (or if required by an applicable tax treaty, attributable to a permanent establishment maintained by the non-U.S. holder in the United States) generally will be subject to U.S. federal income tax on a net income basis in the same manner as if such holder were a resident of the United States, unless an applicable tax treaty provides otherwise. A non-U.S. holder that is a foreign corporation also may be subject to a branch profits tax equal to 30% (or such lower rate specified by an applicable tax treaty) of a portion of its effectively connected earnings and profits for the taxable year. Non-U.S. holders are urged to consult any applicable tax treaties that may provide for different rules.

Gain on Disposition of our Common Stock

A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our common stock unless:


	n	the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, or if required by an applicable tax treaty, attributable to a permanent establishment maintained by the non-U.S. holder in the United States;

	n	the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

	n	our common stock constitutes a U.S. real property interest by reason of our status as a “United States real property holding corporation” for U.S. federal income tax purposes (referred to as a “USRPHC”) at any time within the shorter of the five-year period preceding the disposition or your holding period for our common stock.

Unless an applicable tax treaty provides otherwise, gain described in the first bullet point above will be subject to U.S. federal income tax on a net income basis in the same manner as if such holder were a resident of the United States. Non-U.S. holders that are foreign corporations also may be subject to a branch profits tax equal to 30% (or such lower rate specified by an applicable tax treaty) of a portion of its effectively connected earnings and profits for the taxable year. Non-U.S. holders are urged to consult any applicable tax treaties that may provide for different rules.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a flat 30% rate, but may be offset by U.S. source capital losses.

We believe that we are not currently and will not become a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our United States real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our common stock is regularly traded on an established securities market, such common stock will be treated as U.S. real property interests with respect to a non-U.S. holder only if the non-U.S. holder actually or constructively holds more than five percent of such regularly traded common stock at any time during the five-year period ending on the date of the disposition. Furthermore, no assurances can be provided that our stock will be regularly traded on an established securities market.

Information Reporting and Backup Withholding

We must report annually to the IRS and to each non-U.S. holder the amount of dividends on our common stock paid to such holder and the amount of any tax withheld with respect to those dividends, together with other information. These information reporting requirements apply even if no withholding was required because the dividends were effectively connected with the holder’s conduct of a U.S. trade or business, or withholding was reduced or eliminated by an applicable tax treaty. This information also may be made available under a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established. Backup withholding, however, generally will not apply to payments of dividends to a non-U.S. holder of our common stock provided the non-U.S. holder furnishes to us or our paying agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN or W-8ECI.

Payment of the proceeds from a disposition by a non-U.S. holder of our common stock generally will be subject to information reporting and backup withholding unless the non-U.S. holder certifies as to its non-U.S. holder status under penalties of perjury, such as by providing a valid IRS Form W-8BEN or W-8ECI, or otherwise establishes an exemption from

information reporting and backup withholding. Notwithstanding the foregoing, information reporting and backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING, AND DISPOSING OF OUR COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS AND ANY OTHER U.S. FEDERAL TAX LAWS.

Underwriting

We, the underwriters and the selling stockholders, who may be deemed to be underwriters, named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Robert W. Baird & Co. Incorporated and BB&T Capital Markets, a division of Scott & Stringfellow, Inc., are representatives of the underwriters.


		Number of
Underwriters		Shares

Robert W. Baird & Co. Incorporated
BB&T Capital Markets, a division of Scott & Stringfellow, Inc. .

Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

If the underwriters sell more shares than the total number set forth in the table above, the underwriters have an option to buy up to an additional shares from us to cover such sales. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by us and the selling stockholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares from us.

Per Share

Total

Without Over-

With Over-

Without Over-

With Over-

Allotment

Underwriting discounts and commissions paid by us

Underwriting discounts and commissions paid selling stockholders

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. Any such securities dealers may resell any shares purchased from the underwriters to certain other brokers or dealers at a discount of up to $ per share from the initial public offering price. If all the shares are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms.

We and our executive officers and directors and holders of substantially all of our common stock have agreed with the underwriters not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Robert W. Baird & Co. Incorporated or in other limited circumstances. Our agreement does not apply to any shares of common stock or securities convertible into or exchangeable for shares of common stock issued pursuant to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

The 180-day restricted period described in the preceding paragraph will be extended if:


	n	during the last days of the 180-day restricted period, we issue an earnings release or announce material news or a material event; or

	n	prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the -day period beginning on the last day of the 180-day period,

in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the -day period beginning on the issuance of the earnings release or the announcement of the material news or material event.

The underwriters have reserved for sale at the initial public offering price up to shares of the common stock for employees and directors who have expressed an interest in purchasing common stock in the offering. The maximum number of shares that a participant may purchase in the reserved share program is limited to the participant’s pro rata allocation of the shares based on the number of shares for which the participant subscribed. The number of shares available for sale to the general public in the offering will be reduced to the extent these persons purchase the

reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares.

Any persons that choose to participate in the reserved share program will agree with us that, until , 2008, they will not, unless permitted by us to do so, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares they purchase through the program.

Prior to the offering, there has been no public market for the shares. The initial public offering price will be negotiated among us, the selling stockholders and the representatives of the underwriters. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

Application has been made to list the common stock on the Nasdaq Global Market under the symbol “RRTS.” In order to meet one of the requirements for listing the common stock on the Nasdaq Global Market, the underwriters have undertaken to sell lots of 100 or more shares to a minimum of 2,000 beneficial holders.

The underwriters may in the future perform investment banking and advisory services for us from time to time for which they may in the future receive customary fees and expenses.

We and the selling stockholders have agreed or will agree to indemnify the underwriters against certain liabilities under the Securities Act or contribute to payments that the underwriters may be required to make in that respect.

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions, and penalty bids in accordance with Regulation M under the Exchange Act.

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

Syndicate-covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. Stabilization and syndicate covering transactions may cause the price of the shares to be higher than it would be in the absence of these transactions. The imposition of a penalty bid might also have an effect on the price of the shares if it discourages presale of the shares.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the Nasdaq Global Market or otherwise and, if commenced, may be discontinued at any time.

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of securities described in this prospectus may not be made to the public in that relevant member state prior to the publication of a prospectus in relation to the securities that has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus

Directive, except that, with effect from and including the relevant implementation date, an offer of securities may be offered to the public in that relevant member state at any time:


	n	to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

	n	to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

	n	in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

Each purchaser of securities described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

For purposes of this provision, the expression an “offer to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state.

The sellers of the securities have not authorized and do not authorize the making of any offer of securities through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the securities as contemplated in this prospectus. Accordingly, no purchaser of the securities, other than the underwriters, is authorized to make any further offer of the securities on behalf of the sellers or the underwriters.

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Legal Matters

The validity of the common stock in this offering will be passed upon for us by Greenberg Traurig, LLP, Phoenix, Arizona. Certain legal matters in connection with this offering will be passed upon for the underwriters by Foley & Lardner LLP, Milwaukee, Wisconsin.

Experts

The consolidated balance sheets of Roadrunner Transportation Services Holdings, Inc. and its subsidiaries, (formerly known as Roadrunner Dawes, Inc.) (the “Successor”), as of December 31, 2007 and 2006 and the related consolidated statements of operations, stockholders’ investment and cash flows for the years ended December 31, 2007 and 2006, and for the period from February 22, 2005 (date of inception) through December 31, 2005, and the statement of operations, stockholders’ deficit and cash flows of Dawes Transport, Inc., (the “Predecessor”), for the period from January 1, 2005 through March 31, 2005, included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration statement (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the Successor Company’s adoption of Financial Accounting Standards Board Statement No. 123(R), Share-Based Payments effective January 1, 2006) and have been included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The combined financial statements of Group Transportation Services, Inc. (a subchapter S corporation) and GTS Direct, LLC (a limited liability company) (collectively, “GTS”), both of which are under common ownership and common management, as of December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration statement (which report expresses an unqualified opinion and

includes explanatory paragraphs referring to GTS’ adoption of Financial Accounting Standards Board Statement No. 123(R), Share-Based Payments effective January 1, 2006 and the subsequent sale of GTS on February 29, 2008) and is included reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The combined financial statements of Sargent Trucking, Inc. and affiliates (collectively, “Sargent”), all of which are under common ownership and common management, as of October 3, 2006 and December 31, 2005 and for the period January 1, 2006 through October 3, 2006 and the year ended December 31, 2005, included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration statement (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the subsequent sale of Sargent on October 4, 2006) and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The financial statements of Roadrunner Freight Systems, Inc. (“Roadrunner”) as of April 29, 2005 and for the period January 1, 2005 through April 29, 2005, included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration statement (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to the subsequent sale of Roadrunner on April 29, 2005) and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Where You Can Find Additional Information

We have filed a registration statement on Form S-1 with the Securities and Exchange Commission relating to the common stock offered by this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance we refer you to the copy of the contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference. For further information with respect to our company and the common stock offered by this prospectus, we refer you to the registration statement, exhibits, and schedules.

Anyone may inspect a copy of the registration statement without charge at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of all or any part of the registration statement may be obtained from that facility upon payment of the prescribed fees. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC.

We intend to make available free of charge on our website at www.rrts.com our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, proxy statements, and other information as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on, or connected to, or that can be accessed via our website is not part of this prospectus.

Roadrunner Transportation Services Holdings, Inc. Index To Financial Statements


		Page

Roadrunner Transportation Services Holdings, Inc.
Consolidated Financial Statements
As of December 31, 2007 and 2006 and for the Years Ended December 31, 2007 and 2006 and for the period from February 22, 2005 (date of inception) through December 31, 2005
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Stockholders’ Investment		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7
Unaudited Condensed Consolidated Financial Statements
Six Months Ended June 30, 2008 and 2007
Condensed Consolidated Balance Sheets (Unaudited)		F-23
Condensed Consolidated Statements of Operations (Unaudited)		F-24
Condensed Consolidated Statements of Cash Flows (Unaudited)		F-25
Notes to Unaudited Condensed Consolidated Financial Statements		F-26
Group Transportation Services, Inc. and GTS Direct, LLC
Combined Financial Statements
As of December 31, 2007 and 2006 and for the Years Ended December 31, 2007, 2006, and 2005
Report of Independent Registered Public Accounting Firm		F-31
Combined Balance Sheets		F-32
Combined Statements of Operations		F-33
Combined Statements of Invested Equity		F-34
Combined Statements of Cash Flows		F-35
Notes to Combined Financial Statements		F-36
Group Transportation Services Holdings, Inc.
Unaudited Condensed Financial Statements
Six Months Ended June 30, 2008 and 2007
Condensed Balance Sheets (Unaudited)		F-41
Condensed Statements of Operations (Unaudited)		F-42
Condensed Statements of Cash Flows (Unaudited)		F-43
Notes to Unaudited Condensed Financial Statements		F-44
Sargent Trucking, Inc.; Big Rock Transportation, Inc.; Midwest Carriers, Inc.; B&J Transportation, Inc.; and Smith Truck Brokers, Inc.
Combined Financial Statements
As of October 3, 2006 and December 31, 2005 and for the period from January 1, 2006 through October 3, 2006 and for the Year Ended December 31, 2005
Report of Independent Registered Public Accounting Firm		F-48
Combined Balance Sheets		F-49
Combined Statements of Operations		F-50
Combined Statements of Stockholders’ Investment		F-51
Combined Statements of Cash Flows		F-52
Notes to Combined Financial Statements		F-53
Roadrunner Freight Systems, Inc.
Financial Statements
As of April 29, 2005 and for the period from January 1, 2005 through April 29, 2005
Report of Independent Registered Public Accounting Firm		F-57
Balance Sheet		F-58
Statement of Operations		F-59
Statement of Stockholders’ Investment		F-60
Statement of Cash Flows		F-61
Notes to Financial Statements		F-62

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Roadrunner Transportation Services Holdings, Inc. and subsidiaries:

We have audited the accompanying consolidated balance sheets of Roadrunner Transportation Services Holdings, Inc. and subsidiaries (formerly Roadrunner Dawes, Inc.) (the “Successor”) as of December 31, 2007 and 2006 and the related consolidated statements of operations, stockholders’ investment, and cash flows for the years then ended and for the period from February 22, 2005 (date of inception) through December 31, 2005. These financial statements are the responsibility of the Successor’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We have also audited the statements of operations, stockholders’ investment, and cash flows of Dawes Transport, Inc. (a subchapter S-Corporation) (the “Predecessor”) for the period from January 1, 2005 through March 31, 2005. These financial statements are the responsibility of the Predecessor’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the auditing 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. The Successor and the Predecessor are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for expressing an opinion on the effectiveness of the Successor’s and Predecessor’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, 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 Successor’s consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position as of December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for the years then ended and for the period from February 22, 2005 (date of inception) through December 31, 2005, in conformity with accounting principles generally accepted in the United States of America. Further, in our opinion, the Predecessor’s financial statements referred to above present fairly, in all material respects, the results of its operations and its cash flows for the period from January 1, 2005 through March 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1, on January 1, 2006, the Successor adopted Financial Accounting Standards Board Statement No. 123(R), Share-Based Payment .

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin

July 22, 2008 (September 10, 2008 as to Note 14)

F-2

ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share amounts)


	December 31,
	2007		2006

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	800	$	3,052
Accounts receivable, net		52,516		53,955
Deferred income taxes		2,285		2,616
Prepaid expenses and other current assets		6,150		4,805

Total current assets		61,751		64,428

PROPERTY AND EQUIPMENT, NET		5,558		5,275
OTHER ASSETS:
Goodwill		184,846		184,414
Other noncurrent assets		3,725		5,594

Total other assets		188,571		190,008

TOTAL ASSETS	$	255,880	$	259,711


LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
Current maturities of long-term debt	$	5,000	$	6,826
Accounts payable		30,332		28,522
Accrued expenses and other liabilities		8,171		8,735
Accrued interest		2,709		399

Total current liabilities		46,212		44,482
LONG-TERM DEBT , net of current maturities		97,420		109,480
OTHER LONG-TERM LIABILITIES		1,613		1,567
PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION		5,000		—

Total liabilities		150,245		155,529

COMMITMENTS AND CONTINGENCIES (NOTE 10)
REDEEMABLE COMMON STOCK
Class A common stock $.01 par value; 1,765 and 1,865 shares issued and outstanding		1,765		1,865
STOCKHOLDERS’ INVESTMENT:
Class A common stock $.01 par value; 97,563 shares issued and outstanding		1		1
Class B common stock $.01 par value; 2,000 shares authorized; 1,892 shares issued and outstanding		—		—
Additional paid-in capital		100,798		100,168
Retained earnings		3,070		2,135
Accumulated other comprehensive income		1		13

Total stockholders’ investment		103,870		102,317

TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ INVESTMENT	$	255,880	$	259,711

The accompanying notes are an integral part of these consolidated financial statements.

F-3

ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)


	Successor						Predecessor
					Period from
					February 22,		Period from
					(date of inception)		January 1
					through		through
	Year Ended December 31,				December 31,		March 31,
	2007		2006		2005		2005
Revenues, net	$	538,007	$	399,441	$	250,950	$	43,428
Operating expenses:
Purchased transportation costs		425,568		302,296		180,920		30,225
Personnel and related benefits		55,354		49,716		33,138		12,197
Other operating expenses		37,311		33,033		22,280		4,957
Depreciation and amortization		1,840		1,072		556		145
Restructuring expense		—		—		646		—

Total operating expenses		520,073		386,117		237,540		47,524

Operating income (loss)		17,934		13,324		13,410		(4,096	)
Interest expense		13,937		11,457		7,529		288
Loss on early extinguishment of debt		1,608		—		3,239		—

Income (loss) before provision for income taxes		2,389		1,867		2,642		(4,384	)
Provision for income taxes		1,294		1,184		1,190		—

Net income (loss) before preferred dividends		1,095		683		1,452		(4,384	)
Preferred dividends		160		—		—		—

Net income (loss) available to common stockholders	$	935	$	683	$	1,452	$	(4,384	)

Earnings per share available to common stockholders:
Basic	$	9.24	$	7.73	$	17.22	$	(822.05	)

Diluted	$	9.23	$	7.73	$	17.22	$	(822.05	)

Weighted average common stock outstanding:
Basic		101,220		88,437		84,315		5,333

Diluted		101,354		88,437		84,315		5,333

The accompanying notes are an integral part of these consolidated financial statements.

F-4

ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ INVESTMENT

(Dollars in thousands, except share amounts)


											Retained			Total
	Class A				Class B				Additional		Earnings/			Stockholders’
	Common Stock				Common Stock				Paid-In		(Accumulated			Investment
PREDECESSOR	Shares		Amount		Shares		Amount		Capital		Deficit)			(Deficit)

BALANCE, January 1, 2005		100	$	14		5,233	$	—	$	788	$	263		$	1,065
Net loss												(4,384	)		(4,384	)

BALANCE, March 31, 2005		100	$	14		5,233	$	—	$	788	$	(4,121	)	$	(3,319	)


															Accumulated
	Class A				Class B				Additional						Other			Total
	Common Stock				Common Stock				Paid-In			Retained			Comprehensive			Stockholders’
SUCCESSOR	Shares		Amount		Shares		Amount		Capital			Earnings			Income			Investment

BALANCE, February 22, 2005 (date of inception)		—	$	—		—	$	—	$	—		$	—		$	—		$	—
Issuance of common stock and merger of THC		80,658		1		1,892		—		82,549									82,550
Comprehensive income:
Net change in unrealized gains on cash flow hedges (net of tax of $21)																34			34
Net income													1,452						1,452

Total comprehensive income																			1,486

BALANCE, December 31, 2005		80,658	$	1		1,892	$	—	$	82,549		$	1,452		$	34		$	84,036

Share-based compensation										714									714
Issuance of common stock and merger of STG		16,905								16,905									16,905
Comprehensive income:
Net change in unrealized gains and losses on cash flow hedges (net of tax of $13)																(21	)		(21	)
Net income													683						683

Total comprehensive income																			662

BALANCE, December 31, 2006		97,563	$	1		1,892	$	—	$	100,168		$	2,135		$	13		$	102,317

Share-based compensation										655									655
Purchase and cancellation of common stock										(25	)								(25	)
Comprehensive income:
Net change in unrealized gains and losses (net of tax of $1)																(12	)		(12	)
Net income before preferred dividends													1,095						1,095

Total comprehensive income																			1,083
Preferred dividends ($32 per share)													(160	)					(160	)

BALANCE, December 31, 2007		97,563	$	1		1,892	$	—	$	100,798		$	3,070		$	1		$	103,870

The accompanying notes are an integral part of these consolidated financial statements.

F-5

ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)


	Successor									Predecessor
							Period from
							February 22,			Period from
							(date of inception)			January 1
	Year Ended						through			through
	December 31,						December 31,			March 31,
	2007			2006			2005			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) before preferred dividends	$	1,095		$	683		$	1,452		$	(4,384	)
Adjustments to reconcile net income (loss) before preferred dividends to net cash provided by (used in) operating activities:
Depreciation and amortization		2,290			1,565			995			145
Loss on early extinguishment of debt		1,608			—			3,239			—
Deferred interest		1,261			717			402			246
Loss on disposal of buildings and equipment		165			23			—			—
Share-based compensation		655			714			—			—
Provision for bad debts and freight bill adjustments		349			807			1,216			81
Provision for deferred taxes		1,054			1,184			1,190			—
Changes in:
Accounts receivable		1,090			(2,591	)		(1,287	)		1,422
Prepaid expenses and other assets		530			2,079			1,766			437
Accounts payable		1,810			5,051			(533	)		(2,896	)
Accrued expenses		1,747			(374	)		562			345
Other liabilities		(1,184	)		(342	)		117			(2,216	)

Net cash provided by (used in) operating activities		12,470			9,516			9,119			(6,820	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses, net of cash acquired		—			(41,190	)		(178,107	)		—
Additional purchase price for acquisition earnouts		(1,349	)		—			—			(15	)
Capital expenditures		(1,867	)		(1,052	)		(1,531	)		(144	)
Proceeds from sale of buildings and equipment		29			385			—			—

Net cash used in investing activities		(3,187	)		(41,857	)		(179,638	)		(159	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock		—			17,120			84,700			—
Repurchase and retirement of stock		(125	)		(500	)		—			—
Net borrowings under revolving credit facilities		16,325			1,175			—			8,510
Long-term debt borrowings		40,000			27,904			184,374			—
Long-term debt payments		(66,490	)		(10,522	)		(91,654	)		(145	)
Payment of debt financing fees		(1,245	)		(892	)		(5,793	)		—
Distributions to stockholders		—			—			—			(1,335	)

Net cash provided by (used in) financing activities		(11,535	)		34,285			171,627			7,030

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(2,252	)		1,944			1,108			51
CASH AND CASH EQUIVALENTS:
Beginning of period		3,052			1,108			—			130

End of period	$	800		$	3,052		$	1,108		$	181

SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest	$	9,964		$	9,947		$	6,616		$	86
Cash paid for income taxes (net of refunds)	$	118		$	(1,841	)	$	—		$	—
Noncash conversion of notes payable to preferred stock	$	5,000		$	—		$	—		$	—
Noncash notes payable issued for acquisition of business	$	—		$	5,000		$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Roadrunner Transportation Services Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements


1.	Significant Accounting Policies

Organization and Nature of Business

At the close of business on March 31, 2005, Dawes Transport, Inc. (“Dawes”) was acquired by and became a wholly-owned subsidiary of Dawes Holding Corporation (“DHC”), an entity controlled by Thayer Equity Investors V, L.P. (“Thayer V”) (the “Transaction”). The accompanying consolidated statements of operations, stockholders’ investment and cash flows are presented for two periods, Predecessor and Successor, which relate to the period of operations preceding the Transaction and the period of operations succeeding the Transaction, respectively. DHC was formed on February 22, 2005 and there were no substantive operations from date of inception until the Transaction on March 31, 2005. DHC, or its successors as later renamed, is herein referred to as the “Successor.” Dawes is herein referred to as “Predecessor.” As a result of the application of purchase accounting, the Successor balances and amounts presented in the consolidated financial statements and footnotes are not comparable with those of the Predecessor.

At the close of business on April 29, 2005, the controlling stockholder of DHC through Thayer LTL Holding Corp. (“THC”), acquired all of the outstanding capital stock of Roadrunner Freight Systems, Inc. (“Roadrunner”). On June 3, 2005, THC merged into DHC and DHC changed its name to Roadrunner Dawes, Inc. (“RDS”).

On October 4, 2006, the controlling stockholder of RDS through Sargent Transportation Group, Inc. (“STG”) acquired all of the outstanding capital stock of Big Rock Transportation, Inc., Midwest Carriers, Inc., Sargent Trucking, Inc., B&J Transportation, Inc., and Smith Truck Brokers, Inc. (collectively, “Sargent”). On March 14, 2007, STG merged with RDS and are collectively referred to herein as the “Company.” At the time of the merger, each STG share was converted into two-tenths of a share of the Company’s Class A common stock. In addition, 10-year warrants to purchase 15,198 shares of the Company’s Class A common stock at a purchase price of $2,000 per share were issued to the existing stockholders of STG. Additionally, the Company converted $5.0 million of subordinated notes payable to the former owners of Sargent into $5.0 million of Company preferred stock.

The Company is headquartered in Cudahy, Wisconsin. RDS operates as a common and contract motor carrier pursuant to U.S. Department of Transportation authority and is engaged primarily in transportation of less-than-truckload shipments. RDS has 18 terminals and operates throughout the United States. Sargent operates as a transportation and brokerage business from twelve offices throughout the continental United States and Canada.

On June 13, 2008, the Company changed its name to Roadrunner Transportation Services Holdings, Inc. (“RRTS”) to reflect the Company’s comprehensive service offerings.

Principles of Consolidation

Consistent with the provisions of Statement of Financial Accounting Standards No. 141, Business Combination s (“SFAS 141”), transfers of net assets or exchanges of equity interests between entities under common control do not constitute business combinations. Because Roadrunner and DHC had the same controlling stockholder immediately before and after the merger on June 3, 2005 (the “Roadrunner Merger”), the Roadrunner Merger has been accounted for as a combination of entities under common control on a historical cost basis in a manner similar to a pooling of interests. Likewise, because RDS and STG had the same controlling stockholder immediately before and after the March 14, 2007 merger (the “STG Merger”), the STG Merger has also been accounted for as a combination of entities under common control on a historical cost basis in a manner similar to a pooling of interests. In accordance with SFAS 141, the accompanying financial statements of the Company have been prepared as if the Roadrunner Merger and the STG Merger had occurred on April 29, 2005, and October 4, 2006, the dates of common control, respectively. Accordingly, the accompanying consolidated financial statements include the results of operations of Roadrunner from April 29, 2005 and of STG from October 4, 2006. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Segment Reporting

The Company adopted the provisions of SFAS No. 131, Disclosure About Segments of an Enterprise and Related Information (“SFAS 131”), which establishes accounting standards for segment reporting.

F-7

The Company’s chief operating decision maker, the chief executive officer, assesses performance and makes resource allocation decisions of the business as two SFAS 131 segments: a less-than truckload segment (“LTL”) and a truckload brokerage segment (“TL”).

Cash and Cash Equivalents

Cash equivalents are defined as short-term investments that have an original maturity of three months or less at the date of purchase and are readily convertible into cash. The Company maintains cash in several banks and, at times, the balances may exceed federally insured limits. The Company does not believe it is exposed to any material credit risk on cash. As of December 31, 2007 and 2006, approximately $11.9 million and $10.5 million, respectively, of checks drawn in excess of book balances were classified as accounts payable in the accompanying consolidated balance sheets. Cash equivalents consist of overnight investments in an interest bearing sweep account.

Accounts Receivable

Accounts receivable represent trade receivables from customers and are stated net of an allowance for doubtful accounts and pricing allowances of approximately $1.4 million and $1.7 million as of December 31, 2007 and 2006, respectively. Management estimates the portion of accounts receivable that will not be collected and accounts are written off when they are determined to be uncollectible. Accounts receivable are uncollateralized and are generally due 30 days from the invoice date.

Valuation and Qualifying Accounts

The Company provides reserves for accounts receivable. The rollforward of the allowance for doubtful accounts is as follows (in thousands):


	Successor									Predecessor
							Period from
							February 22, (date			Period from
							of inception)			January 1
	Year Ended						through			through
	December 31,						December 31,			March 31,
	2007			2006			2005			2005
Beginning balance	$	1,703		$	1,714		$	—		$	413
Provision, charged to expense		349			807			1,216			81
Write-offs, less recoveries		(615	)		(957	)		(522	)		(31	)
Acquired allowance		—			139			1,020			—

Ending balance	$	1,437		$	1,703		$	1,714		$	463

Property and Equipment

Property and equipment are stated at cost. Maintenance and repair costs are charged to expense as incurred. For financial reporting purposes, depreciation is calculated using the straight-line method over the following estimated useful lives:


Buildings and leasehold improvements			5 - 15 years
Furniture and fixtures			5 years
Equipment			5 years

Accelerated depreciation methods are used for tax reporting purposes.

Life Insurance

The Company maintains a life insurance policy which names the Company as beneficiary. The total face value of the life insurance policy was $9.5 million at December 31, 2007 and 2006. The cash surrender value, net of policy loan, was $59,000 and $29,000 at December 31, 2007 and 2006, respectively, and has been classified in the consolidated balance sheets as a component of other noncurrent assets.

Goodwill and Other Intangibles

Goodwill and other intangible assets result from business acquisitions and have been accounted for in accordance with the provisions of SFAS No. 142, Goodwill and Other Intangibles (“SFAS 142”) and SFAS 141. The Company accounts for business acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over amounts assigned is recorded as goodwill.

F-8

“reporting unit” level. The Company’s reporting units are its operating segments as this is the lowest level for which discrete financial information is prepared and regularly reviewed by management. The first step is a screen for potential impairment and the second measures the amount of the impairment, if any. No goodwill impairments were identified in 2007, 2006 or 2005.

Debt Issue Costs

Debt issue costs represent costs incurred in connection with the financing agreements described in Note 5. The debt issue costs aggregate to $1.7 million and $2.5 million at December 31, 2007 and 2006, respectively, and have been classified in the consolidated balance sheets as other noncurrent assets. Such costs are being amortized over the expected life of the financing using the effective interest rate method.

Stock-Based Compensation

Effective January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), Share-Based Payment , (“SFAS 123(R)”) using the modified prospective method of accounting (see Note 7). Accordingly, share based payment awards granted on or after January 1, 2006 have been accounted for at fair value in accordance with the recognition and measurement provisions of SFAS 123(R); share based payment awards granted prior to January 1, 2006 were accounted for using the intrinsic value method in accordance with the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees , (“APB 25”), as permitted by SFAS No. 123, Accounting for Stock-Based Compensation , (“SFAS 123”).

The Company’s share based payment awards are comprised of stock options. Under the intrinsic value method, compensation cost for the Company’s stock options was measured and recognized as the excess, if any, of the estimated market price of the stock at grant date over the amount paid to acquire stock. Under SFAS 123(R), compensation cost for the Company’s stock options is measured and recognized at fair value using the Black Scholes option-pricing model.

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes (“SFAS 109”), which requires an asset and liability approach to financial accounting and reporting for income taxes. In accordance with SFAS 109, deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense (benefit) is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements in accordance with SFAS 109. FIN 48 prescribes a recognition threshold and measurement process for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under FIN 48, the Company’s policy is to record any interest and penalties as a component of the income tax provision.

Fair Value of Financial Instruments

Fair values of cash, accounts receivable and accounts payable approximate cost. The estimated fair value of long-term debt has been determined using market information and valuation methodologies, primarily discounted cash flows analysis. These estimates require considerable judgment in interpreting market data, and changes in assumptions or estimation methods could significantly affect the fair value estimates. Based on the borrowing rates currently available to the Company for loans with similar terms and average maturities, the estimated fair value of the subordinated debt was $39.4 million and $34.7 million and the estimated fair value of the senior debt approximates carrying value at December 31, 2007 and 2006, respectively.

Revenue Recognition

The Company records revenue when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; delivery has occurred; and the Company’s obligation to fulfill a transaction is complete and collection of revenue is reasonably assured.

In accordance with Emerging Issues Task Force Issue 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent , the Company recognizes revenue on a gross basis, as opposed to a net basis, because it bears the risks and benefits associated with revenue-generated activities by, among other things, (1) acting as a principal in the transaction, (2) establishing prices, (3) managing all aspects of the shipping process and (4) taking the risk of loss for collection, delivery and returns.

F-9

Insurance

The Company uses a combination of purchased insurance and self-insurance programs to provide for the cost of vehicle cargo and workers’ compensation claims. The portion of self-insurance accruals relates primarily to vehicle claims that are expected to be payable over several years. The Company periodically evaluates the level of insurance coverage and adjusts insurance levels based on risk tolerance and premium expense.

The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the liability associated with claims incurred as of the balance sheet date, including claims not reported. The Company believes these methods are appropriate for measuring these highly judgmental self-insurance accruals. However, the use of any estimation method is sensitive to the assumptions and factors described above, based on the magnitude of claims and the length of time from incurrence of the claims to ultimate settlement. Accordingly, changes in these assumptions and factors can materially affect actual costs paid to settle the claims and those amounts may be different than estimates.

Restructuring Expenses

In connection with the merger of THC and DHC, RDS incurred certain restructuring costs in 2005 related to the closure of two of its Dawes terminals, the relocation of its corporate headquarters and the termination of certain Dawes employees.

Derivative Financial Instruments

The Company accounts for derivative instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”), as amended. In accordance with SFAS 133, the Company reports all derivative financial instruments on its balance sheet at fair value and has established criteria for designation and evaluation of effectiveness of transactions entered into for hedging purposes. The Company employs from time to time derivative financial instruments to manage its exposure to interest rate changes and to limit the volatility and impact of interest rate changes on earnings and cash flows. The Company does not enter into other derivative financial instruments for trading or speculative purposes. The Company faces credit risk if the counterparties to these transactions are unable to perform their obligations. However, the Company seeks to minimize this risk by entering into transactions with counterparties that are major financial institutions with high credit ratings.

The Company records unrealized gains and losses on two interest rate cap agreements that were designated as cash flow hedges in accumulated other comprehensive income (loss) on the consolidated balance sheets, to the extent that hedges are effective. For derivative financial instruments which do not qualify as cash flow hedges, any changes in fair value would be recorded in the consolidated statements of operations.

The Company may at its discretion terminate or de-designate any such hedging instrument agreements prior to maturity. At that time, any gains or losses previously reported in accumulated other comprehensive income (loss) on termination would be amortized into interest expense or interest income to correspond to the recognition of interest expense or interest income on the hedge debt. If such debt instrument was also terminated, the gain or loss associated with the terminated derivative included in accumulated other comprehensive income (loss) at the time of termination of the debt would be recognized in the consolidated statement of operations at that time. On January 1, 2008, the Company de-designated these interest rate cap agreements and future gains and losses related to the change in fair value will be recognized in the statement of operations.

New Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. The new standard focuses on the inputs used to measure fair value and the effect, if any, on the changes in net assets for the period. SFAS 157 is effective for the Company for the year ending December 31, 2008. Effective January 1, 2008, the Company adopted this standard; this adoption did not have a material effect on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). This standard expands opportunities to use fair value measurement in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 is effective for the Company for the year ended December 31, 2008. The Company has not elected to use fair value for measuring financial assets and financial liabilities.

F-10

reporting guidance for a noncontrolling ownership interest in a subsidiary and deconsolidation of a subsidiary. The standard requires that a noncontrolling ownership interest in a subsidiary be reported as equity in the consolidated statement of financial position and any related net income attributable to the parent be presented on the face of the consolidated statement of income. SFAS 160 is effective as of the beginning of an entity’s first fiscal year that begins after December 15, 2008. The Company will be required to adopt SFAS 160 on January 1, 2009, and does not expect the standard to have a material effect on its financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is effective for financial statements issued for fiscal years beginning after December 15, 2008. SFAS 141R is applicable to prospective business combinations and therefore has no effect on the Company’s current consolidated financial statements.


2.	Acquisitions

DHC acquired all of the outstanding capital stock of Dawes at the close of business on March 31, 2005. Total consideration, net of cash acquired of approximately $0.4 million, was $85.6 million. The acquisition price, and financing fees of approximately $2.4 million, was financed with proceeds from the sale of common stock by DHC of $42.4 million and borrowings under credit facilities of $46.0 million.

On April 29, 2005, the controlling stockholder of DHC formed THC and acquired all of the capital stock of Roadrunner for total consideration, net of cash acquired of approximately $0.8 million, of $92.6 million. The acquisition price, and financing fees of approximately $1.4 million, was financed with proceeds from the sale of common stock by THC of $42.2 million and borrowings under credit facilities of $52.6 million.

On June 3, 2005 (the “Merger Date”), THC was merged into DHC and DHC changed its name to Roadrunner Dawes, Inc. The stockholders of THC received one share of RDS’ common stock for each share of THC they owned. As a result, Dawes and Roadrunner became wholly-owned subsidiaries of RDS as of the Merger Date. Concurrently with the Merger, RDS and its subsidiaries entered into financing agreements, the proceeds of which were used to retire amounts outstanding under the former credit facilities of Dawes and Roadrunner existing or entered into at the time of their respective acquisitions (see Note 5).

When the controlling stockholder acquired Dawes on March 31, 2005 and Roadrunner on April 29, 2005, push down accounting was used to record the new basis of Dawes and Roadrunner. The assets and liabilities were recorded at their estimated fair values as of the respective dates of acquisition with the excess purchase price over the estimated fair value of net assets being recorded as goodwill. The following is a summary of the final allocation of the purchase price paid to the fair value of the net assets of Dawes and Roadrunner as of their acquisition dates (in thousands):


	Dawes			Roadrunner

Accounts receivable	$	16,101		$	12,596
Prepaid expenses and other current assets		3,150			5,976
Property and equipment		1,666			2,162
Goodwill		75,439			83,900
Other noncurrent assets		1,291			2,671
Accounts payable and other liabilities		(12,091	)		(14,754	)

Total	$	85,556		$	92,551

The goodwill recorded in connection with the Dawes acquisition is deductible for tax purposes. The goodwill recorded in connection with the Roadrunner acquisition is not deductible for tax purposes.

On October 4, 2006, STG acquired the capital stock of Sargent. Total consideration, net of cash acquired of approximately $2.2 million, and before impact of any contingent earnout consideration was $46.2 million. The acquisition price and related financing fees of approximately $0.9 million were financed with proceeds from the sale of common stock by STG of $16.9 million, borrowings under credit facilities of $26.5 million and a note payable to the former owners of Sargent of $5.0 million. The note payable was subsequently converted to preferred stock.

In addition to the cash paid at closing, the agreement calls for contingent consideration in the form of an earnout. The former owners of Sargent will receive a payment equal to the amount by which Sargent’s earnings before income taxes, depreciation and amortization (“EBITDA”), as defined in the earnout agreement, exceeds $8.0 million in a given year for four years beginning with the calendar year ending December 31, 2006. The payments will be allocated to goodwill if and when they are earned. The earnouts earned for 2007 of $0.4 million and for 2006 of $3.0 million are included in the

F-11

accompanying consolidated balance sheets in liabilities and goodwill. In accordance with the agreement, 50% of the earnout is currently due with the balance due in April 2012. In 2007, $1.3 million was paid out which represented 50% of the 2006 earnout earned. Cumulatively, gross earnout earned was $3.4 million of which $1.1 million has been offset by a loan guarantee settlement, $1.3 million has been paid to date and $1.0 million is accrued in the accompanying consolidated balance sheets.

When Sargent was acquired on October 4, 2006, push down accounting was used to record the new basis of Sargent. The assets and liabilities were recorded at their estimated fair values as of the acquisition date with the excess purchase price over the estimated fair value of net assets being recorded as goodwill. The following is a summary of the final allocation of the purchase price paid, exclusive of any earnout amounts, to the fair value of the net assets of Sargent as of the acquisition date (in thousands):


Accounts receivable	$	23,779
Prepaid expenses and other current assets		1,442
Property and equipment		900
Goodwill		22,080
Customer relationship intangible asset		1,800
Other noncurrent assets		988
Accounts payable and other liabilities		(4,799	)

Total	$	46,190

The goodwill and other intangibles recorded in connection with the Sargent acquisition are deductible for tax purposes.

The customer relationship intangible asset is being amortized straight line over its 5-year useful life and has a net book value of $1.4 million as of December 31, 2007. Amortization expense of $0.5 million is included in depreciation and amortization in the consolidated statements of operations for the year ended December 31, 2007. Estimated amortization expense is $0.4 million per year for the period from 2008 through 2010 and $0.3 million in 2011, the final year of amortization.


3.	Property and Equipment

Property and equipment consisted of the following at December 31 (in thousands):


	2007			2006

Land and improvements	$	47		$	47
Buildings and leasehold improvements		1,099			1,018
Furniture and fixtures		3,897			2,882
Equipment		3,357			2,922

Gross property and equipment		8,400			6,869
Less: Accumulated depreciation		(2,842	)		(1,594	)

Property and equipment, net	$	5,558		$	5,275

Depreciation expense for the years ended December 31, 2007 and 2006 and for the period February 22, 2005 (date of inception) through December 31, 2005 was $1.4 million, $1.1 million, and $0.6 million, respectively.


4.	Goodwill

Goodwill represents the excess of the purchase price of Dawes, Roadrunner, and Sargent over the estimated fair value of the net assets acquired. The Company performs an annual assessment to determine if there is an impairment in the amount of the recorded goodwill.

The Company changed the date of its annual goodwill impairment test under SFAS 142 in 2007 from December 31 to July 1. The change in the annual impairment test date was made as July 1 better approximates the Company’s internal budgeting and forecasting process. The Company believes that the resulting change in accounting principle related to the annual testing date will not delay, accelerate or avoid an impairment charge. The Company determined that the change in accounting principle related to the annual testing date is preferable under the circumstances and does not result in adjustments to the Company’s financial statements when applied retrospectively.

The Company concluded there was no impairment as of July 1, 2007 and December 31, 2006.

F-12

The following is a rollforward of the goodwill balance from December 31, 2005 to December 31, 2007 by reportable segment (in thousands):


	LTL		TL

Goodwill balance as of December 31, 2005	$	159,256	$	—
Goodwill acquired for Sargent during the period		—		22,080
Purchase accounting adjustments		83		2,995

Goodwill balance as of December 31, 2006		159,339		25,075
Purchase accounting adjustments		—		432

Goodwill balance as of December 31, 2007	$	159,339	$	25,507

Purchase accounting adjustments include the finalization of estimates related to pre-acquisition contingencies and the earnout earned related to the Sargent acquisition (see Note 2).


5.	Long-Term Debt and Interest Rate Caps

Long-Term Debt

Long-term debt consisted of the following at December 31 (in thousands):


	2007			2006

Senior debt:
Revolving credit facility	$	29,000		$	12,675
Term loan		36,000			62,490
Subordinated debt:
Subordinated notes		37,420			36,141
Subordinated notes payable to former Sargent owners		—			5,000

Total debt		102,420			116,306
Less: Current maturities		(5,000	)		(6,826	)

Total long-term debt, net of current maturities	$	97,420		$	109,480

On June 3, 2005 in connection with the Roadrunner Merger, RDS entered into a senior revolving credit facility at LIBOR plus an applicable margin or, at the Company’s option, prime plus an applicable margin, that consisted of a term loan A and a term loan B. Borrowings under the senior credit agreement were secured by all assets of RDS. The revolving credit facility had a term of five years and provided for total borrowings of up to $15.0 million subject to a borrowing base of eligible accounts receivable, as defined. Interest was payable quarterly at LIBOR plus an applicable margin or, at RDS’ option, prime plus an applicable margin. At December 31, 2006, the interest rate on the revolving credit facility and term loan was LIBOR (5.4% at December 31, 2006) plus 3.75%. At December 31, 2006, the availability under the revolving credit agreement was approximately $7.8 million. The revolving credit facility also provided for the issuance of up to $6.0 million in letters of credit. As of December 31, 2006, RDS had outstanding letters of credit totaling $3.0 million.

Proceeds from borrowings under the credit facilities described above were used to retire amounts outstanding under former financing facilities that were established in connection with the acquisitions of Dawes and Roadrunner. The unamortized portion of fees related to the former financing facilities of $3.2 million was written off as of June 3, 2005 in connection with the extinguishment of these financing facilities and is reflected as a loss on early extinguishment of debt in the accompanying consolidated statements of operations.

On October 4, 2006, in connection with the acquisition of Sargent, STG entered into a credit agreement (the “STG Agreement”). The STG Agreement, which was secured by all assets of Sargent, included a $25.0 million revolving credit facility and a $15.0 million term loan. The revolving credit facility and term loan had a term of five years and interest was payable quarterly at LIBOR plus an applicable margin or, at STG’s option, prime plus an applicable margin. At December 31, 2006, the interest rate on the revolving credit facility and term loan was LIBOR (5.4% at December 31, 2006) plus 3%. Availability under the revolving credit facility was subject to a borrowing base of eligible accounts receivable, as defined. At December 31, 2006, the availability under the revolving credit facility was approximately $8.1 million. The revolving credit facility also provided for the issuance of up to $10.0 million in letters of credit. As of December 31, 2006, STG had outstanding letters of credit totaling $0.2 million. In addition, STG entered into an 8% note payable in the amount of $5.0 million to the former owners of Sargent. Interest was payable annually with the principal balance due in 2012.

On March 14, 2007, in connection with the STG Merger, the Company entered into an amended and restated credit agreement (the “Agreement”). The Agreement, which is secured by all assets of the Company, includes a $50.0 million

F-13

revolving credit facility and a $40.0 million term loan. The revolving credit facility and the term loan mature in 2012. Availability under the revolving credit facility is subject to a borrowing base of eligible accounts receivable, as defined in the Agreement. Interest is payable quarterly at LIBOR plus an applicable margin or, at the Company’s option, prime plus an applicable margin. Principal is payable in quarterly installments ranging from $1.3 million per quarter in 2008 increasing to $1.8 million per quarter through December 31, 2011 and a final payment of $12.5 million due in 2012. The revolving credit facility also provides for the issuance of up to $6.0 million in letters of credit. As of December 31, 2007, the Company had outstanding letters of credit totaling $2.6 million. Total availability under the revolving loan was $15.7 million as of December 31, 2007. At December 31, 2007, the interest rate on the revolving credit facility and term note was LIBOR (5.2% at December 31, 2007) plus 4%.

The Agreement contains certain restrictive covenants that require the Company to maintain certain leverage and fixed charge coverage ratios. The Agreement also restricts dividend payments, management fee payments to related parties (see Note 11) and incurrence of additional debt. The Company entered into a first amendment to the Agreement subsequent to December 31, 2007 which made certain changes to the Agreement including modification of one of the restrictive covenants. The first amendment to the Agreement was effective as of December 30, 2007. The Company was in compliance with all covenants, as defined in the first amendment to the Agreement, as of December 31, 2007.

On March 14, 2007, the Company also amended its existing subordinated notes agreement. Changes included, among other items, approval of the STG Merger and an amendment to certain covenants. The subordinated notes include cash interest of 12% plus a deferred margin, accrued quarterly, that is treated as deferred interest and is added to the principal balance of the note each quarter. The deferred interest ranges from 2.0% to 5.5% depending on the Company’s total leverage calculation, as defined, payable at maturity on September 15, 2012. Upon redemption of the subordinated notes, the portion of the principal balance that represents interest incurred but not paid will be reflected in the Company’s statement of cash flows as an operating outflow. The subordinated notes are held by American Capital, Ltd. (“American Capital”), Sankaty Credit Opportunities, L.P., Sankaty Credit Opportunities II, L.P. (collectively “Sankaty”), and RGIP, LLC. (“RGIP”), who are also stockholders of the Company (see Note 11).

At December 31, 2007, aggregate maturities of long-term debt for each of the next five years, in accordance with the terms of the Agreement and subordinated notes were as follows (in thousands):


2008	$	5,000
2009		5,500
2010		6,000
2011		7,000
2012		78,920

Total	$	102,420

The proceeds received in March 2007 under the Agreement of $80.6 million were used to repay the existing term loan A, term loan B, existing revolver, accrued interest, outstanding debt under the STG Agreement and related transaction costs. The unamortized portion of the fees related to the STG debt facilities of $0.9 million and $0.8 million related to the RDS term debt were written off as of March 14, 2007 in connection with the extinguishment of these financing facilities and are reflected in the accompanying consolidated statements of operations as a component of loss on early extinguishment of debt. In addition, the subordinated notes payable to former Sargent owners were converted to preferred stock (see Note 10) on March 14, 2007 in connection with the STG Merger.

Interest Rate Caps

The Company entered into two interest cap agreements and designated them as cash flow hedges on July 26, 2005 and March 15, 2007 (the “Rate Cap Agreements”), respectively, with a commercial bank as a means of managing exposure to variable cash flows on certain floating rate debt.

The Rate Cap Agreements are indexed to LIBOR and cap rates at either 5.5% or 6.25%, respectively. The Company effectively pays the lower of the three month LIBOR or 5.5% or 6.25%, reset quarterly, on the notional value of the Rate Cap Agreements. The notional value of the Rate Cap Agreements decline in conjunction with the scheduled repayment of the Company’s floating rate debt through March 31, 2010. The notional value of the Rate Cap Agreements was approximately $30.0 million and $26.3 million at December 31, 2007 and 2006, respectively. The fair value of the Rate Cap Agreements was not material at December 31, 2007 and 2006. Effective January 1, 2008 the Company de-designated these Rate Cap Agreements as cash flow hedges.


6.	Stockholders’ Investment

The stockholder’s investment and earnings per share sections (see Note 8) reflect the assumed conversion of each share of STG common stock into two-tenths of a share of RRTS Class A common stock as of October 4, 2006 (date of

F-14

acquisition). Actual conversion took place on March 14, 2007 at the time of the STG Merger. The assumed conversion presentation is the required presentation as STG has been combined with the results of RRTS from October 4, 2006 (date of acquisition) through March 14, 2007 (date of merger) in accordance with SFAS 141 common control provisions as further discussed in Note 1.

Common Stock

Class A common stock has voting rights and Class B common stock does not have voting rights. Class A and Class B common stock participate equally in earnings and dividends. All common stock is subject to a Shareholders’ Agreement which includes restrictions on transferability and “piggyback” registration rights. Such agreement provides that if, at any time after an initial public offering, the Company files a registration statement under the Securities Act for any underwritten sale of shares of any of the Company’s equity securities, the stockholders may request that the Company include in such registration the shares of common stock held by them on the same terms and conditions as the securities otherwise being sold in such registration.

In addition to piggyback registration rights discussed above, certain of the Company’s stockholders have demand registration rights. In March 2007, in connection with the STG Merger, the Company entered into a second amended and restated stockholders’ agreement, pursuant to which certain of the Company’s stockholders were granted Form S-3 registration rights. The amended and restated stockholders’ agreement provides that, any time after the Company is eligible to register its common stock on a Form S-3 registration statement under the Securities Act, certain of the Company’s stockholders may request registration under the Securities Act of all or any portion of their shares of common stock. These stockholders are limited to a total of two of such registrations. In addition, if the Company proposes to file a registration statement under the Securities Act for any underwritten sale of shares of any of its securities, stockholders party to the amended and restated stockholders’ agreement may request that the Company include in such registration the shares of common stock held by them on the same terms and conditions as the securities otherwise being sold in such registration.

All stockholders are obligated to sell their common stock on the same terms as Thayer V under certain circumstances, including a change in control, as defined in the Shareholders’ Agreement. See Note 14 regarding Class A common stock that may be subject to redemption.

On March 14, 2007, the Company increased the total number of authorized shares of capital stock from 200,000 to 305,000, of which 298,000 are designated Class A common stock (voting), 2,000 shares are designated Class B common stock (non-voting), and 5,000 shares are designated as mandatory redeemable preferred stock. In addition, 10-year warrants to purchase 15,198 shares of the Company’s Class A common stock at a purchase price of $2,000 per share were issued to the existing stockholders of STG.

As of December 31, 2007 and 2006, the Company had 298,000 and 198,000 shares of Class A common stock authorized, respectively.


7.	Stock-Based Compensation

The Company’s Key Employee Equity Plan (“Equity Plan”), a stock-based compensation plan, permits the grant of stock options to Company employees, consultants and directors for up to 12,690 shares of Class A common stock. The Company believes such awards align the interests of its key employees to those of its stockholders. Stock options are generally granted with an exercise price equal to or in excess of the estimated fair value of the Company’s stock on the date of grant. Options are exercisable ten years from the date of grant, but only to the extent vested as specified in each option agreement.

As of December 31, 2007, 1,886 shares of Class A common stock remained available for future issuance under the Equity Plan. Any shares issued in connection with the exercise of options are expected to be newly issued shares.

Effective January 1, 2006, the Company adopted SFAS 123(R) using the modified prospective method of accounting. The straight-line attribution model for recognizing stock-based compensation expense under SFAS 123(R) is utilized.

During the year ended December 31, 2007, the weighted average grant date fair value of each option was approximately $245. Stock-based compensation expense was $0.7 million for both the year ended December 31, 2007 and 2006, respectively, and the related estimated income tax benefit recognized in the accompanying consolidated statements of operations, net of estimated forfeitures, was $0.2 million and $0.3 million, respectively. Prior to January 1, 2006, the Company accounted for stock-based compensation under APB 25.

F-15

The table below is presented for comparative purposes and illustrates the pro forma effect on net income and earnings per share as if the Company had applied the fair-value recognition provisions of SFAS 123 to share-based compensation prior to January 1, 2006 (in thousands, except share amounts):


	Period from
	February 22 (date of
	inception) through
	December 31,
	2005

Net income available to common stockholders, as reported	$	1,452
Share-based compensation expense included in reported income, net of tax		—
Compensation expense, net of tax, that would have been included in net income if the fair value method had been applied		(281	)

Pro forma net income as if the fair-value method had been applied	$	1,171

Basic and diluted earnings per share:
As reported	$	17.22

Pro forma	$	13.89

The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model. The fair values of the Company’s common stock for options granted from March 31, 2005 to December 31, 2007 were determined through the contemporaneous application of a discounted cash flows method. Because the Company’s stock is privately held, it is not practical to determine the Company’s share price volatility. Accordingly, the Company uses the historical share price volatility of publicly traded companies within the transportation and logistics sector as a surrogate for the expected volatility of the Company’s stock. The Company’s credit facility prevents payment of dividends to Class A common stockholders; as a result, a zero dividend yield has been assumed in the Company’s Black-Scholes valuation model. The expected life of the options represents the expected time that the options granted will remain outstanding. The risk-free rate used to calculate each option valuation is based on the U.S. Treasury rate at the time of option grants for a note with a similar lifespan. The specific assumptions used to determine the weighted average fair value of stock options granted were as follows:


					Period from
					February 22 (date
					of inception)
					through
	Year Ended December 31,				December 31,
	2007		2006		2005

Risk free interest rate		4.5% - 4.9%		4.3% - 5.0%		3.8% - 4.5%
Dividend yield		—		—		—
Expected volatility		32.5% - 33.4%		34.5% - 35.1%		35.4% - 36.9%
Expected life (years)		6		6		6
Pro forma weighted average fair value of stock options granted		$245		$268		$314

A summary of the option activity under the Equity Plan for the years ended December 31, 2007 and 2006 is as follows:


						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Term (Years)		Value

Outstanding at December 31, 2005		11,524		$	1,600		9.5	$	0
Granted		2,350			1,800
Exercised		–			–
Forfeited		(4,490	)		1,800

Outstanding at December 31, 2006		9,384		$	1,600		8.6	$	0
Granted		3,341			1,900
Exercised		–			–
Forfeited		(1,921	)		1,800

Outstanding at December 31, 2007		10,804		$	1,700		8.1	$	0

There were 4,044 and 2,433 options exercisable at December 31, 2007 and 2006, respectively. At December 31, 2007, for exercisable options, the weighted-average exercise price was $1,600, the weighted average remaining contractual term was 7.6 years and the estimated aggregate intrinsic value was $0. All granted options are non-qualified options.

F-16

The amount of options vested or expected to vest as of December 31, 2007 does not differ significantly from the amount outstanding.

As of December 31, 2007, there was $1.7 million of total unrecognized compensation cost related to non-vested options granted under the Equity Plan. This cost is expected to be recognized over a period extending four years from the last grant date in 2007.


8.	Earnings Per Share

Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of common stock outstanding. Diluted earnings per share is calculated by dividing net income by the weighted average common stock outstanding plus stock equivalents that would arise from the exercise of stock options and the conversion of warrants.

The following table reconciles basic weighted average stock outstanding to diluted weighted average stock outstanding:

Successor

Predecessor

Period from

February 22, (date

Period from

of inception)

January 1

through

Year Ended December 31,

December 31,

March 31,

2007

2006

2005

Basic weighted average stock outstanding

101,220

88,437

84,315

5,333

Effect of dilutive securities —

Employee stock options

134

–

Dilutive weighted average stock outstanding

101,354

88,437

84,315

5,333

The Company had additional stock options and warrants outstanding of 20,344, 9,384 and 11,524 as of December 31, 2007, 2006 and 2005, respectively. These shares were not included in the computation of diluted earnings per share because they were anti-dilutive.


9.	Income Taxes

The Predecessor and its stockholders elected subchapter S Corporation status under the Internal Revenue Code (and similar state law provisions in most states) and therefore, the Predecessor generally was not subject to federal or state income taxes. Accordingly, the accompanying consolidated financial statements do not include a provision for income taxes for the Predecessor.

The components of the Successor’s provision for income taxes were as follows (in thousands):


					Period from
					February 22 (date
					of inception)
	Year Ended				through
	December 31,				December 31,
	2007		2006		2005

Current:
Federal	$	–	$	–	$	–
Foreign, state, and local		240		–		–
Deferred:
Federal		780		653		966
Foreign, state, and local		16		314		83
Other		258		217		141

Provision for income taxes	$	1,294	$	1,184	$	1,190

F-17

The Company’s income tax provision varied from the amounts calculated by applying the U.S. statutory income tax rate to the pretax income after dividends as shown in the following reconciliations (in thousands):


					Period from
					February 22 (date
					of inception)
	Year Ended				through
	December 31,				December 31,
	2007		2006		2005

Statutory Federal rate	$	780	$	653	$	924
Meals and entertainment		173		181		130
State income taxes — net of federal benefit		127		283		90
Canadian income taxes		76		53		–
Preferred dividend		56		–		–
Other		82		14		46

	$	1,294	$	1,184	$	1,190

The tax rate effects of temporary differences that give rise to significant elements of deferred tax assets and deferred tax liabilities at December 31, 2007 and 2006, are as follows (in thousands):


	2007			2006

Current deferred income tax assets
Accounts receivable	$	567		$	577
Accounts payable and accrued expenses		1,514			1,579
Other, net		204			460

Total	$	2,285		$	2,616

Noncurrent deferred income tax assets (liabilities)
Net operating losses/credits	$	6,515		$	4,941
Amortization of intangible assets		(7,020	)		(4,049	)
Other, net		496			(178	)

Total	$	(9	)	$	714

The net current deferred income tax asset of $2.3 million and $2.6 million is classified in the consolidated balance sheets as deferred income taxes at December 31, 2007 and 2006, respectively. The net noncurrent deferred income tax liability of $9,000 is classified in the consolidated balance sheet as a component of other long-term liabilities at December 31, 2007. The net noncurrent deferred income tax asset of $0.7 million is classified in the consolidated balance sheet as component of other noncurrent assets at December 31, 2006.

The Company does not anticipate that within 12 months of December 31, 2007, the total amount of unrecognized tax benefits will significantly increase or decrease due to any separate tax position.

At December 31, 2007, the Company had $17.2 million of gross federal net operating losses which are available to reduce federal income taxes in future years and expire in the years 2025 through 2028.

The adoption of FIN 48 on January 1, 2007 and any related activity during 2007 was immaterial. The Company is subject to federal and state tax examinations for all tax years subsequent to December 31, 2004.

10. Commitments and Contingencies

Employee benefit plans

RDS sponsored a defined contribution profit sharing plan for substantially all full-time employees of Dawes (the “Dawes Plan”). Participants could elect to contribute to the plan based on their compensation levels subject to limitations under Section 401(k) of the Internal Revenue Code. RDS matched 100% of the Dawes employee contribution up to 3% of compensation and 50% of contributions between 3% and 5% of compensation. Total expense recognized by Successor under this plan for the period from February 22, 2005 (date of inception) through December 31, 2005 was $0.3 million. Total expense recognized by the Predecessor for the period from January 1, 2005 through March 31, 2005 was $0.2 million.

RDS sponsored a defined contribution profit sharing plan in which substantially all employees of Roadrunner were eligible to participate (the “Roadrunner Plan”). Participants could elect to contribute to the plan based on their compensation levels subject to limitations under Section 401(k) of the Internal Revenue Code. RDS matched employee

F-18

contributions on a discretionary basis as determined annually by the Company’s board of directors. Total expense under this plan from April 29, 2005, the date Roadrunner was purchased, through December 31, 2005 was $0.1 million.

Effective January 1, 2006, the Dawes Plan was merged into the Roadrunner Plan. The plan calls for the Company to match 100% of employee contributions up to 4% of an employee’s compensation and allows the Company to make a discretionary match as determined by the board of directors up to an additional 50% of contribution up to 4% of an employee’s compensation. Total expense under this plan was $0.9 million and $1.0 million for the years ended December 31, 2007 and 2006, respectively.

The Company sponsors a defined contribution profit sharing plan for substantially all full-time employees of Sargent. The plan calls for the Company to match 100% of employee contributions up to 3% of an employee’s compensation and 50% of contributions on the next 2% of an employee’s compensation. Total expense under this plan was $88,000 and $20,000 for the year ended December 31, 2007 and for the period October 4, 2006 (date of acquisition) to December 31, 2006, respectively.

Cash Incentive Plan

The Company sponsors a cash incentive plan that covers certain employees for the years 2006 through 2008. Contributions accrue if annual RDS EBITDA, as defined by the related compensation agreements, exceeds $25.0 million in each year 2006 through 2008. Payments, if any, to the participants will be made in 2008 and 2009. There was no required contribution accrual for the years ended December 31, 2007 and 2006.

Operating Leases

The Company leases terminals and office space under noncancelable operating leases expiring on various dates through 2020. Successor incurred rent expense from operating leases of $9.3 million and $8.5 million for the years ended December 31, 2007 and 2006, respectively, and $5.2 million for the period from February 22, 2005 (date of inception) through December 31, 2005. Predecessor incurred rent expense from operating leases of $1.2 million for the period from January 1, 2005 through March 31, 2005.

Aggregate future minimum lease payments under noncancelable operating leases with an initial term in excess of one year were as follows as of December 31, 2007 (in thousands):


Year Ending	Amount

2008	$	6,168
2009		5,439
2010		3,965
2011		3,750
2012		3,010
Thereafter		10,528

Captive Insurance Company

The Company has an ownership interest in a captive insurer that provides physical and backhaul cargo insurance coverage for the Company and the Company’s independent contractors who elect to purchase coverage. The Company acts as agent and remits the premiums of independent contractors to the captive insurer. For the years ended December 31, 2007 and 2006, and for the period from February 22, 2005 (date of inception) through December 31, 2005, the Company’s share of income from the captive insurer was approximately $0.5 million, $0.4 million and $0.3 million, respectively, and is included as a reduction of other operating expenses in the accompanying consolidated statements of operations.

Series A Redeemable Preferred Stock

In March 2007, the Company issued and had outstanding 5,000 shares of non-voting Series A Preferred Stock (“Preferred Stock”), which are mandatorily redeemable by the Company at $1,000 per share, in cash, on November 30, 2012. The Preferred Stock receives cash dividends annually on April 30 at an annual rate equal to $40 per share and if such dividends are not paid when due such annual dividend rate shall increase to $60 per share and continue to accrue without interest until such delinquent payments are made. At December 31, 2007, $160,000 is recorded as a current liability related to the 2007 dividend calculation for the period from March 14, 2007 (STG Merger) through December 31, 2007. The holders of the Preferred Stock are restricted from transferring such shares and the Company has a first refusal right and may elect to repurchase the shares prior to the mandatory November 30, 2012 redemption. Upon liquidation and certain transactions treated as liquidations, as defined in the Company’s Certificate of Incorporation, the Preferred Stock has liquidation preferences over the Company’s common stock. The number of issued and outstanding shares of Preferred Stock, the $1,000 per share repurchase price and the annual cash dividends are all subject to equitable adjustment whenever there is a stock split, stock dividend, combination, recapitalization,

F-19

reclassification or other similar event. As long as there is Preferred Stock outstanding, no dividends may be declared or paid on common stock of the Company.

Contingencies

In the ordinary course of business, the Company is a defendant in several property and other claims. The Company maintains liability insurance coverage for claims in excess of $250,000 per occurrence. Management believes it has adequate insurance to cover losses in excess of the deductible amount. As of December 31, 2007 and 2006, the Company had reserves for estimated uninsured losses of $1.6 million and $1.2 million, respectively.

Predecessor Company Compensation Arrangements

On March 31, 2005, in connection with the consummation of the transaction described in Note 2, the Predecessor’s deferred compensation plan, incentive plans and employee agreements were terminated and all unpaid benefits immediately vested. Accordingly, the Predecessor paid an aggregate of $6.6 million to plan participants and certain Company employees to settle all obligations of these arrangements. Approximately $4.5 million of this amount was recognized as compensation expense during the period from January 1, 2005 through March 31, 2005 upon vesting of all unpaid benefits. This amount has been classified as a component of personnel and related benefits in the Predecessor’s statement of operations for the period from January 1, 2005 through March 31, 2005.

11. Related Party Transactions

As part of the acquisitions discussed in Note 1, the Company entered into an advisory agreement with Thayer Capital Management, L.P. (“Thayer”) and Eos Management, Inc. (“Eos”), affiliates of stockholders of the Company. The agreement terminates upon mutual agreement of all parties or upon occurrence of other events, as defined. Under such agreement, the Company will pay Thayer and Eos a combined $0.4 million annually for various management advisory services. Per the Agreement (see Note 5), payment on the 2007 management advisory service for $0.4 million and future management advisory services has been deferred until certain financial ratios are met. RDS incurred and expensed approximately $0.4 million under this agreement both for the year ended December 31, 2006 and for the period from February 22, 2005 (date of inception) through December 31, 2005. Additionally, RDS paid $2.5 million to Thayer and $0.3 million to Eos related to the 2005 acquisitions of Dawes and Roadrunner and the June 2005 financing (see Note 5). Per a former advisory agreement between Thayer and Sargent, Sargent expensed and paid a $63,000 management fee to Thayer in 2007 and $63,000 for the period October 4, 2006 (date of acquisition) to December 31, 2006.

As part of the Sargent acquisition discussed in Note 2, the Company is required to pay an earnout to the former Sargent owners and now current Company Preferred Stock holders. At December 31, 2007, $0.4 million of the earnout is classified as a current liability and $0.6 million is classified as a long-term liability. The former Sargent owners have also guaranteed a $1.1 million demand note receivable bearing interest at 5.1% due from a former agent. At December 31, 2007, the note had an outstanding balance of $1.1 million and has been determined to be uncollectible and has offset the long-term earnout payable.

As part of the Sargent acquisition discussed in Note 2, the Company issued $5.0 million of notes payable to the former Sargent owners and now current Preferred Stock holders. At December, 31, 2006, these notes were classified as long-term debt; interest expense for the year ended December 31, 2006 was de minimis. The notes were converted to Preferred Stock on March 14, 2007; interest expense on the notes for the year ended December 31, 2007 was de minimis.

Also as part of the Sargent acquisition discussed in Note 2, a $3.5 million guarantee was issued by Thayer V. Thayer V has guaranteed the Sargent earnout payment in the event that a payment is sought to be made and the Company is unable to make the payment because certain coverage ratios required by the senior lenders have not been met. Thayer V will loan the Company an amount equal to the lesser of the full amount of any such earnout payment or the amount sufficient to ensure that certain coverage ratios are met. The guarantee terminates when all note obligations have been paid in full or upon payment of Sargent earnout payments.

F-20

The Company entered into a consulting and non-compete agreement in 2006 with a former employee and current stockholder. The consulting fee is $0.1 million per year through 2016. Certain holders of the Company’s subordinated notes are also stockholders of the Company. The following is a summary of the transactions with these stockholders (in thousands):


	Principal owed as		Interest expense for the		Fees paid for the
	of December 31,		year ended		year ended
	2007		December 31, 2007		December 31, 2007

American Capital	$	18,684	$	2,830	$	0
Sankaty		18,547		2,843		0
RGIP		189		29		0


	Principal owed as		Interest expense for the		Fees paid for the
	of December 31,		year ended		year ended
	2006		December 31, 2006		December 31, 2006

American Capital	$	18,057	$	2,497	$	0
Sankaty		17,902		2,511		0
RGIP		182		25		0


			Interest expense for the		Fees paid for the
	Principal owed as		period February 22, 2005		period February 22, 2005
	of December 31,		(date of inception) to		(date of inception) to
	2005		December 31, 2005		December 31, 2005

American Capital	$	17,700	$	1,401	$	800
Sankaty		17,530		1,743		3
RGIP		179		12		192

12. Segment Reporting

The Company determines its operating segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it operates in two operating segments: less-than-truckload (“LTL”) and truckload brokerage (“TL”).

Within the LTL business, the Company operates 18 service centers throughout the United States complemented by relationships with over 215 delivery agents. The LTL model allows for more direct transportation of freight from shipper to end user than does the traditional hub and spoke model. The TL business, across all transportation modes from pickup to delivery, leverages relationships with a diverse group of third-party carriers to provide scalable capacity and reliable, customized service to customers in North America. The majority of both businesses operate in the United States.

These reportable segments are strategic business units through which we offer different services. The Company evaluates the performance of the segments primarily based on their respective revenues and operating income. Accordingly, interest expense and other non-operating items are not reported in segment results.

F-21

The following table reflects the revenues and operating results of the Company’s reportable segments (in thousands):


	Successor
								Predecessor
						Period from
						February 22, 2005
						(date of		Period from
						inception)		January 1
	Years Ended					through		through
	December 31,					December 31,		March 31,
	2007			2006		2005		2005
Revenues:
LTL	$	361,821		$	352,008	$	250,950	$	43,428
TL		176,315			47,433		–		–
Eliminations		(129	)		–		–		–

Total	$	538,007		$	399,441	$	250,950	$	43,428

Operating Income (Loss):
LTL	$	10,184		$	10,472	$	13,410	$	(4,096	)
TL		7,750			2,852		–		–

Total	$	17,934		$	13,324	$	13,410	$	(4,096	)

Depreciation and Amortization:
LTL	$	1,201		$	1,032	$	556	$	145
TL		639			40		–		–

Total	$	1,840		$	1,072	$	556	$	145

Capital Expenditures:
LTL	$	1,592		$	908	$	1,531	$	144
TL		275			144		–		–

Total	$	1,867		$	1,052	$	1,531	$	144

Assets:
LTL	$	219,720		$	206,589
TL		49,823			53,122
Eliminations		(13,663	)		–

Total	$	255,880		$	259,711


13.	Subsequent Event

On February 29, 2008, Thayer Hidden Creek Partners II, L.P. (“THCP II”), through an indirect majority-owned subsidiary, GTS Acquisition Sub, Inc. (“GTS”), acquired all of the outstanding capital stock of Group Transportation Services, Inc. and all of the outstanding member units of GTS Direct, LLC. THCP II is an affiliate of Thayer V, the controlling stockholder of the Company. The Company intends to file a Form S-1 to affect an initial public offering. Simultaneous with the consummation of the offering, the parent company of GTS will merge with a wholly owned subsidiary of the Company (“GTS Merger”). Consistent with the provisions of SFAS 141, transfers of net assets or exchanges of equity interests between entities under common control do not constitute business combinations. Because the Company and GTS will have the same control group immediately before and after the GTS Merger, the GTS Merger, if consummated, will be accounted for as a combination of entities under common control on a historical cost basis in a manner similar to a pooling of interests. Push down accounting will be used to record the acquisition.


14.	Redeemable Common Stock

Subsequent to the issuance of the Company’s 2007 consolidated financial statements, management determined that certain shares of the Company’s outstanding Class A common stock should have been classified as mezzanine equity rather than permanent equity, as previously reported in the Company’s consolidated balance sheet. These shares, held by current and former employees of the Company, are subject to redemption at fair value by the Company in the event of death or disability of the holder, as defined, during a seven-year period from the date of original issuance. The Company has corrected the presentation of these shares in the accompanying consolidated balance sheets as of December 31, 2007 and 2006 to reclassify 1,765 and 1,865 shares of Class A common stock, respectively, from permanent equity to mezzanine equity. This correction resulted in a decrease in stockholders’ investment and an increase in mezzanine equity of approximately $1.8 million and $1.9 million as of December 31, 2007 and 2006, respectively. The Company has determined that redemption of these shares of Class A common stock is not probable and, as such, has not adjusted the carrying value of such shares to fair value as of December 31, 2007 and 2006.

F-22

ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

(Dollars in thousands, except share amounts)


	June 30,		December 31,
	2008		2007

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	580	$	800
Accounts receivable, net		56,158		52,516
Deferred income taxes		2,285		2,285
Prepaid expenses and other current assets		6,534		6,150

Total current assets		65,557		61,751

PROPERTY AND EQUIPMENT, NET		5,040		5,558
OTHER ASSETS:
Goodwill		185,096		184,846
Other noncurrent assets		3,261		3,725

Total other assets		188,357		188,571

TOTAL ASSETS	$	258,954	$	255,880


LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
Current maturities of long-term debt	$	5,250	$	5,000
Accounts payable		34,295		30,332
Accrued expenses and other liabilities		8,733		10,880

Total current liabilities		48,278		46,212
LONG-TERM DEBT , net of current maturities		95,975		97,420
OTHER LONG-TERM LIABILITIES		2,380		1,613
PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION		5,000		5,000

Total liabilities		151,633		150,245

COMMITMENTS AND CONTINGENCIES (NOTE 6)
REDEEMABLE COMMON STOCK
Class A common stock $.01 par value; 1,765 shares issued and outstanding		1,765		1,765
STOCKHOLDERS’ INVESTMENT:
Class A common stock $.01 par value; 298,000 shares authorized; 97,563 shares issued and outstanding		1		1
Class B common stock $.01 par value; 2,000 shares authorized; 1,892 shares issued and outstanding		—		—
Additional paid-in capital		101,151		100,798
Retained earnings		4,404		3,070
Accumulated other comprehensive income		—		1

Total stockholders’ investment		105,556		103,870

TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ INVESTMENT	$	258,954	$	255,880

See notes to unaudited condensed consolidated financial statements.

F-23

ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

(Dollars in thousands, except per share amounts)


	Six Months Ended
	June 30,
	2008		2007

Revenues, net	$	276,802	$	261,168
Operating expenses:
Purchased transportation costs		222,011		206,592
Personnel and related benefits		27,588		26,871
Other operating expenses		17,469		18,915
Depreciation and amortization		984		872

Total operating expenses		268,052		253,250

Operating income		8,750		7,918
Interest expense		6,298		6,835
Loss on early extinguishment of debt		—		1,608

Income (loss) before provision for income taxes		2,452		(525	)
Provision (benefit) for income taxes		1,018		(283	)

Net income (loss) before preferred dividends		1,434		(242	)
Preferred dividends		100		60

Net income (loss) available to common stockholders	$	1,334	$	(302	)

Earnings (loss) per share available to common stockholders:
Basic	$	13.18	$	(2.98	)

Diluted	$	13.08	$	(2.98	)

Weighted average common stock outstanding:
Basic		101,220		101,220

Diluted		101,993		101,220

See notes to unaudited condensed consolidated financial statements.

F-24

ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

(Dollars in thousands)


	Six Months Ended
	June 30,
	2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) before preferred dividends	$	1,434		$	(242	)
Adjustments to reconcile net income (loss) before preferred dividends to net cash used in operating activities:
Depreciation and amortization		1,210			1,105
Loss on early extinguishment of debt		—			1,608
Loss on disposal of property and equipment		3			8
Deferred interest		645			516
Share-based compensation		353			290
Provision for bad debts and freight bill adjustments		254			260
Provision for deferred taxes		1,018			(283	)
Changes in:
Accounts receivable		(3,896	)		(3,082	)
Prepaid expenses and other assets		665			(79	)
Accounts payable		2,981			(3,316	)
Accrued expenses		(1,948	)		4,696
Other noncurrent liabilities		(351	)		729

Net cash used in operating activities		2,368			2,210

CASH FLOWS FROM INVESTING ACTIVITIES:
Additional purchase price for acquisition earnouts		(449	)		(1,349	)
Capital expenditures		(289	)		(429	)

Net cash used in investing activities		(738	)		(1,778	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase and retirement of stock		—			(125	)
Net borrowings under revolving credit facility		650			21,955
Long-term debt borrowings		—			40,000
Long-term debt payments		(2,500	)		(62,740	)
Payment of debt financing fees		—			(1,245	)

Net cash provided by (used in) financing activities		(1,850	)		(2,155	)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(220	)		(1,723	)
CASH AND CASH EQUIVALENTS:
Beginning of period		800			3,052

End of period	$	580		$	1,329

SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest	$	6,981		$	3,319
Cash paid for income taxes (net of refunds)	$	99		$	84

See notes to unaudited condensed consolidated financial statements.

F-25

Roadrunner Transportation Services Holdings, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements


1.	Significant Accounting Policies

Organization and Nature of Business

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. We believe such statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of our financial position, results of operations and cash flows at the dates and for the periods indicated. Pursuant to the requirements of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements, the accompanying financial statements do not include all disclosures required by GAAP for annual financial statements. While we believe the disclosures presented are adequate, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in this Form S-1 registration statement for the year ended December 31, 2007. Operating results for the periods presented in this report are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2008, or any other interim period.

Roadrunner Dawes, Inc. (“RDS”) includes the results of Dawes Transport, Inc. and Roadrunner Freight Systems, Inc. On June 13, 2008, RDS changed its name to Roadrunner Transportation Services Holdings, Inc. (herein referred to as “RRTS” or the “Company”) to reflect the Company’s comprehensive service offerings.

On October 4, 2006, the controlling stockholder of the Company through Sargent Transportation Group, Inc. (“STG”) acquired all of the outstanding capital stock of Big Rock Transportation, Inc., Midwest Carriers, Inc., Sargent Trucking, Inc., B&J Transportation, Inc., and Smith Truck Brokers, Inc. (collectively, “Sargent”). On March 14, 2007, STG merged with the Company (“Merger”). At the time of the Merger, each STG share was converted into two-tenths of a share of the Company’s Class A common stock. In addition, 10-year warrants to purchase 15,198 shares of the Company’s Class A common stock at a purchase price of $2,000 per share were issued to the existing stockholders of STG. Additionally, the Company converted $5.0 million of subordinated notes payable to the former owners of Sargent into $5.0 million of Company preferred stock. Sargent operates as a transportation and truckload brokerage business from twelve offices throughout the continental United States and Canada.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of RDS and STG. All intercompany balances and transactions have been eliminated in consolidation.

Derivative Financial Instruments

On January 1, 2008, the Company de-designated its interest rate cap agreements that were designated as cash flow hedges in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities , as amended. All future gains and losses related to the change in fair value of the interest cap agreements are recognized in the statement of operations. The fair value of these interest rate cap agreements as of December 31, 2007 and June 30, 2008, and the change in their fair value for the six month periods ended June 30, 2008 and 2007 was immaterial.

New Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements , an amendment of ARB No. 51, Consolidated Financial Statements (“SFAS 160”). SFAS 160 establishes accounting and reporting guidance for a noncontrolling ownership interest in a subsidiary and deconsolidation of a subsidiary. The standard requires that a noncontrolling ownership interest in a subsidiary be reported as equity in the consolidated statement of financial position and any related net income attributable to the parent be presented on the face of the consolidated statement of income. SFAS 160 is effective as of the beginning of an entity’s first fiscal year that begins after December 15, 2008. The Company will be required to adopt SFAS 160 on January 1, 2009, and does not expect the standard to have a material effect on its consolidated financial position or results of operations.

F-26


2.	Goodwill

The following is a rollforward of goodwill (in thousands):


	Less than		Truck
	Truckload		Brokerage

Goodwill balance as of December 31, 2007	$	159,339	$	25,507
Earnout adjustments		—		250

Goodwill balance as of June 30, 2008	$	159,339	$	25,757

The earnout adjustment represents additional contingent purchase price related to the October 4, 2006 Sargent acquisition that became issuable during the quarter ended March 31, 2008.


3.	Long-Term Debt

Long-term debt consisted of the following (in thousands):


	June 30,			December 31,
	2008			2007
Senior debt:
Revolving credit facility	$	29,650		$	29,000
Term loan		33,500			36,000
Subordinated notes		38,075			37,420

Total debt		101,225			102,420
Less: Current maturities		(5,250	)		(5,000	)

Total long-term debt, net of current maturities	$	95,975		$	97,420

On March 14, 2007, in connection with the Merger, the Company entered into an amended and restated credit agreement (the “Agreement”). The Agreement, which is secured by all assets of the Company, includes a $50.0 million revolving credit facility and a $40.0 million term note. The revolving credit facility and the term note mature in 2012. Availability under the revolving credit facility is subject to a borrowing base of eligible accounts receivable, as defined in the Agreement. Interest is payable quarterly at LIBOR plus an applicable margin or, at the Company’s option, prime plus an applicable margin. Principal is payable in quarterly installments ranging from $1.3 million per quarter in 2008 increasing to $1.8 million per quarter through December 31, 2011 and a final payment of $12.5 million due in 2012. The revolving credit facility also provides for the issuance of up to $6.0 million in letters of credit. As of June 30, 2008, the Company had outstanding letters of credit totaling $3.3 million. Total availability under the revolving credit facility was $17.0 million as of June 30, 2008. At June 30, 2008, the interest rate on the revolving credit facility and term note was LIBOR (2.7% at June 30, 2008) plus 4%.

The Agreement contains certain restrictive covenants that require the Company to maintain certain leverage and fixed charge coverage ratios. The Agreement also restricts dividend payments on common stock, management fee payments to related parties and incurrence of additional debt. The Company entered into a first amendment to the Agreement during the first quarter of 2008 which made certain changes to the Agreement including modification of one of the restrictive covenants. The first amendment to the Agreement was effective as of December 30, 2007. The Company was in compliance with all covenants, as defined in the first amendment to the Agreement, as of June 30, 2008.

On March 14, 2007, the Company also amended its existing subordinated notes agreement. Changes included, among other items, approval for the merger with STG and an amendment to certain covenants. The subordinated notes include cash interest of 12% plus a deferred margin, accrued quarterly, that is treated as deferred interest and is added to the

F-27

principal balance of the notes each quarter. The deferred interest ranges from 2.0% to 5.5% depending on the Company’s total leverage calculation, as defined, payable at maturity on September 15, 2012 (3% at June 30, 2008). The subordinated notes are held by American Capital, Ltd. (“American Capital”), Sankaty Credit Opportunities, L.P., Sankaty Credit Opportunities II, L.P. (collectively “Sankaty”), and RGIP, LLC. (“RGIP”), who are also stockholders of the Company.


4.	Earnings Per Share

Earnings (loss) per share available to common stockholders and the weighted average number of shares outstanding reflects the assumed conversion of each outstanding share of STG common stock into two-tenths of a share of RRTS Class A common stock as of October 4, 2006. Actual conversion took place on March 14, 2007 at the time of the Merger. The assumed conversion presentation is the required presentation as STG has been combined with the results of RRTS from October 4, 2006 (date of acquisition) through March 14, 2007 (date of merger) in accordance with SFAS 141 common control provisions.

Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of common stock outstanding. Diluted earnings per share is calculated by dividing net income by the weighted average stock outstanding plus stock equivalents that would arise from the exercise of stock options and the conversion of warrants.

The following table includes basic weighted average stock outstanding to diluted weighted average stock outstanding for the six months ended June 30:

Six Months Ended

June 30,

2008

2007

Basic weighted average stock outstanding

101,220

Effect of dilutive securities - Employee stock options

773

–

Dilutive weighted average stock outstanding

101,993

101,220

The Company had additional stock options and warrants outstanding of 20,345 and 25,382 as of June 30, 2008 and 2007, respectively, which were not included in the computation of dilutive earnings per share because they were anti-dilutive.


5.	Income Taxes

The effective income tax rate was 41.5% for the six months ended June 30, 2008, compared with 53.9% for the six months ended June 30, 2007. In determining the quarterly provision for income taxes, the Company used an estimated annual effective tax rate, which was based on expected annual income, statutory tax rates, and the best estimate of non-deductible and non-taxable items of income and expense. Income tax expense varies from the amount computed by applying the federal corporate income tax rate of 35.0% to income before income taxes primarily due to state income taxes, net of federal income tax effect, Canadian income taxes and adjustments for permanent differences, the most significant of which is the effect of meals and entertainment.


6.	Commitments and Contingencies

Series A Redeemable Preferred Stock

In March 2007, the Company issued and has outstanding 5,000 shares of non-voting Series A Preferred Stock (“Preferred Stock”), which are mandatorily redeemable by the Company at $1,000 per share, in cash, on November 30, 2012. The Preferred Stock shall receive cash dividends annually on April 30 at an annual rate equal to $40 per share and if such dividends are not paid when due, such annual dividend rate shall increase to $60 per share and continue to accrue without interest until such delinquent payments are made. The holders of the Preferred Stock are restricted from transferring such shares and the Company has a first refusal right and may elect to repurchase the shares prior to the mandatory November 30, 2012 redemption. Upon liquidation and certain transactions treated as liquidations, as defined in the Company’s Certificate of Incorporation, the Preferred Stock has liquidation preferences over the Company’s common stock. The number of issued and outstanding shares of Preferred Stock, the $1,000 per share repurchase price and the annual cash dividends are all subject to equitable adjustment whenever there is a stock split, stock dividend, combination, recapitalization, reclassification or other similar event. As long as there is Preferred Stock outstanding, no dividends may be declared or paid on common stock of the Company.

F-28

Redeemable Common Stock

The Company has 1,765 shares of redeemable Class A common stock issued and outstanding as of June 30, 2008 and December 31, 2007. These shares, held by current and former employees of the Company, are subject to redemption by the Company in the event of death or disability of the holder, as defined, during a seven-year period from the date of original issuance and have accordingly been classified as mezzanine equity. The Company has determined that redemption of these shares of Class A common stock is not probable and, as such, has not adjusted the carrying value of such shares to fair value as of June 30, 2008 and December 31, 2007.

Class A Common Stock

The Company has 298,000 Class A common stock authorized as of June 30, 2008 and December 31, 2007.

Contingencies

In the ordinary course of business, the Company is a defendant in several property and other claims. The Company maintains liability insurance coverage for claims in excess of $250,000 per occurrence. Management believes it has adequate insurance to cover losses in excess of the deductible amount. As of June 30, 2008, the Company had reserves for estimated uninsured losses of $1.3 million.


7.	Related Party Transactions

As part of the Sargent acquisition, the Company is required to pay an earnout to the former Sargent owners and now current Preferred Stock holders. At June 30, 2008, $0.7 million of the earnout is classified as a long-term liability.

Also as part of the Sargent acquisition, a $3.5 million guarantee was issued by Thayer Equity Investors V, L.P. (“Thayer”). Thayer has guaranteed the Sargent earnout payment in the event that a payment is sought to be made and the Company is unable to make the payment because certain coverage ratios required by the senior lenders have not been met. Thayer will loan the Company an amount equal to the lesser of the full amount of any such earnout payment or the amount sufficient to ensure that certain coverage ratios are met. The guarantee terminates when all note obligations have been paid in full or upon payment of Sargent earnout payments.

The Company entered a consulting and non-compete agreement in 2006 with a former employee and current stockholder. The consulting fee is $0.1 million per year through 2016.

Certain holders of the Company’s subordinated notes are also stockholders of the Company. The following is a summary of the transactions with these stockholders (in thousands):


	Principal Owed as		Interest Expense for the
	of June 30,		Six Months Ended
	2008		June 30, 2008

American Capital	$	19,021	$	1,458
Sankaty		18,862		1,434
RGIP		192		14


8.	Segment Reporting

Within the LTL business, the Company operates 18 service centers throughout the United States and leverages relationships with over 215 delivery agents. The LTL model allows for more direct transportation of freight from shipper to end user than does the traditional hub and spoke model. The TL business, across all transportation modes from pickup to delivery, leverages relationships with a diverse group of third-party carriers to provide scalable capacity and reliable, customized service to customers in North America. The majority of both businesses operate in the United States.

F-29

The following tables reflect the revenues and operating results of the Company’s reportable segments (in thousands):


	Six Months Ended
	June 30,
	2008			2007

Revenues:
LTL	$	188,470		$	174,996
TL		88,663			86,172
Eliminations		(331	)		—

Total	$	276,802		$	261,168

Operating Income:
LTL	$	5,356		$	4,514
TL		3,394			3,404

Total	$	8,750		$	7,918

Depreciation and Amortization:
LTL	$	699		$	552
TL		285			320

Total	$	984		$	872

Capital Expenditures:
LTL	$	266		$	283
TL		23			146

Total	$	289		$	429



	June 30,			December 31,
	2008			2007

Assets:
LTL	$	219,269		$	219,720
TL		49,340			49,823
Eliminations		(9,655	)		(13,663	)

Total	$	258,954		$	255,880


9.	GTS Transaction

The Company intends to file a Form S-1 to affect an initial public offering. Simultaneous with the consummation of the offering, the parent company of GTS will merge with a wholly owned subsidiary of the Company (“GTS Merger”). Consistent with the provisions of SFAS 141, transfers of net assets or exchanges of equity interests between entities under common control do not constitute business combinations. Because the Company and GTS will have the same control group immediately before and after the GTS Merger, the GTS Merger, if consummated, will be accounted for as a combination of entities under common control on a historical cost basis in a manner similar to a pooling of interests. Accordingly, the Company’s historical financial statements would be recast to include GTS as of February 29, 2008.

F-30

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholder of Group Transportation Services, Inc. and
To the Member of GTS Direct, LLC:

We have audited the accompanying combined balance sheets of Group Transportation Services, Inc. (a subchapter S corporation) and GTS Direct, LLC (a limited liability company) (collectively “GTS”), both of which are under common ownership and common management, as of December 31, 2007 and 2006, and the related combined statements of operations, invested equity, and cash flows for each of the three years in the period ended December 31, 2007. These combined financial statements are the responsibility of GTS’ management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with the auditing 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. GTS is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of GTS’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such combined financial statements present fairly, in all material respects, the combined financial position of GTS as of December 31, 2007 and 2006 and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the combined financial statements, on January 1, 2006, GTS adopted Financial Accounting Standards Board Statement No. 123(R), Shared-Based Payment .

As discussed in Note 7 to the combined financial statements, GTS was acquired by GTS Acquisition Sub, Inc., an indirect majority-owned subsidiary of Thayer ï Hidden Creek Partners II, L.P., on February 29, 2008.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin

July 22, 2008

F-31

GTS
COMBINED BALANCE SHEETS

(Dollars in thousands, except share amounts)


	December 31,
	2007			2006


ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,072		$	731
Accounts receivable		2,453			1,808
Prepaid expenses and other current assets		48			33

Total current assets		3,573			2,572

PROPERTY AND EQUIPMENT, net		1,384			1,779
OTHER ASSETS		81			56

TOTAL ASSETS	$	5,038		$	4,407


LIABILITIES AND INVESTED EQUITY
CURRENT LIABILITIES:
Accounts payable	$	2,724		$	2,208
Accrued wages, bonus and commissions		363			289
Other liabilities		188			148

Total current liabilities		3,275			2,645
CAPITAL LEASE OBLIGATION, net of current maturities		1,159			1,144

COMMITMENTS AND CONTINGENCIES (Notes 3 and 5)
Total liabilities		4,434			3,789

INVESTED EQUITY:
Group Transportation Services, Inc.
Common stock $0.001 par value; 100,000,000 shares authorized; 46,241,953 shares issued and outstanding		46			46
Additional paid-in capital		255			195
Retained earnings		415			400
Treasury stock, 17,347 shares held at cost		(220	)		(220	)

Total Group Transportation Services, Inc.		496			421
GTS Direct, LLC
Member’s equity		108			197

Total invested equity		604			618

TOTAL LIABILITIES AND INVESTED EQUITY	$	5,038		$	4,407

The accompanying notes are an integral part of these combined financial statements.

F-32

GTS
COMBINED STATEMENTS OF OPERATIONS

(Dollars in thousands)


	December 31,
	2007		2006		2005

Revenues, net	$	27,473	$	24,672	$	17,626
Operating expenses:
Transportation costs		20,959		19,073		13,299
Personnel and related benefits		3,031		2,819		2,263
Other operating expenses		1,157		1,214		1,137
Depreciation and amortization		304		284		216

Total operating expenses		25,451		23,390		16,915

Operating income		2,022		1,282		711
Interest expense		181		202		94

Net income	$	1,841	$	1,080	$	617

The accompanying notes are an integral part of these combined financial statements.

F-33

GTS
COMBINED STATEMENTS OF INVESTED EQUITY
For the years ended December 31, 2007, 2006 and 2005

(Dollars in thousands, except share amounts)


	Group Transportation Services, Inc.
					Additional								GTS Direct, LLC			Total
	Common Stock				Paid-In		Retained			Treasury			Member’s			Invested
	Shares		Amount		Capital		Earnings			Stock			Equity			Equity

BALANCE, January 1, 2005		46,241,953	$	46	$	150	$	244		$	(220	)	$	15		$	235
Dividends								(50	)					(158	)		(208	)
Capital contribution								33									33
Net income								463						154			617

BALANCE, December 31, 2005		46,241,953		46		150		690			(220	)		11			677
Dividends								(1,141	)					(43	)		(1,184	)
Share-based compensation						45											45
Net income								851						229			1,080

BALANCE, December 31, 2006		46,241,953		46		195		400			(220	)		197			618
Dividends								(1,575	)					(340	)		(1,915	)
Share-based compensation						60											60
Net income								1,590						251			1,841

BALANCE, December 31, 2007		46,241,953	$	46	$	255	$	415		$	(220	)	$	108		$	604

The accompanying notes are an integral part of these combined financial statements.

F-34

GTS
COMBINED STATEMENTS OF CASH FLOWS

(Dollars in thousands)


	December 31,
	2007			2006			2005

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,841		$	1,080		$	617
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		304			284			216
Share-based compensation		60			45			—
Loss on disposal of property and equipment		1			13			36
Changes in:
Accounts receivable		(645	)		(256	)		(418	)
Prepaid expenses and other assets		(40	)		30			(89	)
Accounts payable		516			681			217
Accrued wages, bonus and commissions		74			41			55
Other liabilities		44			(186	)		242

Net cash provided by operating activities		2,155			1,732			876

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(76	)		(448	)		(312	)
Proceeds from sale of property and equipment		167			20			—

Net cash provided by (used in) investing activities		91			(428	)		(312	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of long-term borrowings		—			(26	)		(52	)
Dividends paid		(1,915	)		(1,184	)		(208	)
Reduction (addition) of capital lease obligation		10			14			(12	)

Net cash used in financing activities		(1,905	)		(1,196	)		(272	)

NET INCREASE IN CASH AND CASH EQUIVALENTS		341			108			292
CASH AND CASH EQUIVALENTS:
Beginning of period		731			623			331

End of period	$	1,072		$	731		$	623

SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest	$	235		$	232		$	96
Non-cash items —
Capital lease obligation	$	—		$	—		$	1,152
Capital contribution	$	—		$	—		$	33

The accompanying notes are an integral part of these combined financial statements.

F-35

GTS
Notes to Combined Financial Statements


1.	Significant Accounting Policies

Organization and Nature of Business

Group Transportation Services, Inc. is incorporated as a subchapter S corporation under the laws of the state of Delaware and GTS Direct, LLC is organized as a limited liability company under the laws of the state of Ohio. The sole stockholder of Group Transportation Services, Inc. is also the sole member of GTS Direct, LLC. Accordingly, the accompanying financial statements have been prepared on a combined basis as both entities were under common ownership and operated under common management during all periods presented herein. In addition, Group Transportation Services, Inc. and GTS Direct, LLC are collectively referred to herein as “GTS” or the “Company.” The Company specializes in transportation services, specifically shipment planning, carrier management, shipment execution, optimization, track and trace, consolidated invoicing, and small parcel savings programs.

Principles of Combination

The Company’s combined financial statements include the accounts of Group Transportation Services, Inc. and GTS Direct, LLC. All intercompany balances and transactions have been eliminated in combination.

Use of Estimates

Cash and Cash Equivalents

All highly liquid investments with original maturities of three months or less are considered to be cash equivalents. In addition, from time to time the cash balance in certain of the Company’s bank accounts may exceed federally insured limits. The cash balance in these accounts exceeded federally insured limits by approximately $1.0 million as of December 31, 2007 and 2006.

Accounts Receivable

Accounts receivable represent trade receivables from customers. As of December 31, 2007 and 2006, there was no allowance for doubtful accounts reserve because the Company did not expect any of such receivables to become uncollectible. In the event collectability of any of the Company’s accounts receivable balances becomes uncertain, management would estimate the portion of accounts receivable that will not be collected and such accounts may ultimately be written off if they are determined to be uncollectible. The Company’s accounts receivable are uncollateralized and are generally due 30 days from the invoice date. Actual write-offs of accounts receivable during the years ended December 31, 2007, 2006 and 2005 were insignificant.

Property and Equipment


Furniture, fixtures and other equipment			3 - 10 years
Equipment and software			3 - 5 years
Building			15 years

Leases

Lease agreements are evaluated to determine whether they are capital leases or operating leases in accordance with Statement of Financial Accounting Standards No. 13, Accounting for Leases , as amended (“SFAS 13”). When substantially all of the risks and benefits of property ownership have been transferred to the Company, as determined by the test criteria in SFAS 13, the lease then qualifies as a capital lease. Capital lease assets are depreciated on a straight-line basis over the capital lease assets’ estimated useful lives consistent with the Company’s normal depreciation policy for tangible fixed assets, but not exceeding the lease term. Interest charges are expensed over the period of the lease in relation to the carrying value of the capital lease obligation. Rent expense for operating leases, which includes fixed escalation amounts in addition to minimum lease payments, is recognized on a straight-line basis over the duration of the lease term.

F-36

Stock Based Compensation

The Company adopted SFAS No. 123 (revised 2004), Share-Based Payment, (“SFAS 123(R)”) on January 1, 2006 using the prospective application method (see Note 4). Accordingly, share based payment awards granted or modified on or after January 1, 2006 have been accounted for at fair value in accordance with the recognition and measurement provisions of SFAS 123(R); share based payment awards granted prior to January 1, 2006 continue to be accounted for using the intrinsic value method in accordance with the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees , (“APB 25”), as permitted by SFAS No. 123, Accounting for Stock-Based Compensation , (“SFAS 123”).

Income Taxes

The Company and its stockholder elected subchapter S Corporation status under the Internal Revenue Code (and similar state tax law provisions in most states) and therefore, the Company generally is not subject to federal or state income taxes. Accordingly, the accompanying financial statements do not include a provision for income taxes or liability for current or deferred income taxes. Rather, the Company’s income or loss is allocated to stockholders for inclusion in their personal income tax returns. Stockholder distributions are declared each year in order to fund the stockholder’s personal income tax liabilities associated with his allocated income or loss.

Revenue Recognition

In accordance with EITF Issue 91-9, Revenue and Expense Recognition for Freight Services in Process , transportation revenue and related transportation costs are recognized when the shipment has been delivered by a third-party carrier. Fee for services revenue is recognized when the services have been rendered. At the time of delivery or rendering of services, as applicable, the Company’s obligation to fulfill a transaction is complete and collection of revenue is reasonably assured. The Company offers volume discounts to certain customers. Revenue is reduced as discounts are earned.

In accordance with EITF Issue 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent , the Company typically recognizes revenue on a gross basis, as opposed to a net basis, similar to a commission arrangement, because it bears the risks and benefits associated with revenue-generated activities by, among other things: (1) acting as a principal in the transaction; (2) establishing prices; (3) managing all aspects of the shipping process; and (4) taking the risk of loss for collection, delivery and returns. Certain transactions to provide specific services are recorded at the net amount charged to the client due to the following factors: (A) the Company does not have latitude in establishing pricing and (B) the Company does not bear the risk of loss for delivery and returns; these items are the risk of the carrier.

Fair Value of Financial Instruments

The fair values of cash, accounts receivable, and accounts payable approximate their carrying values due to their short term nature. The fair value of capital lease obligation is estimated based on incremental borrowing rates for similar arrangements and approximates its carrying value.

New Accounting Pronouncements

In September 2006, the FASB issued Statement of Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. The new standard focuses on the inputs used to measure fair value and the effect, if any, on the changes in net assets for the period. SFAS 157 is effective for the Company for the year ended December 31, 2008. Effective January 1, 2008, the Company adopted this standard; this adoption did not have a material effect on the Company’s combined financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). This standard expands opportunities to use fair value measurement in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 is effective for the Company for the year ended December 31, 2008. Effective January 1, 2008, the Company adopted this standard; this adoption did not have a material effect on the Company’s combined financial statements.

F-37

In December 2007, the FASB issued No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is effective for the Company on January 1, 2009 and is to be applied prospectively. The Company continues to assess the impact, if any, SFAS 141R will have on its combined financial statements.


2.	Property and Equipment

Property and equipment consisted of the following at December 31, 2007 and 2006 (in thousands):


	2007			2006

Equipment and software	$	867		$	820
Furniture, fixtures and other equipment		341			555
Building		1,185			1,185

Gross property and equipment		2,393			2,560
Less: Accumulated depreciation		(1,009	)		(781	)

Property and equipment, net	$	1,384		$	1,779

Depreciation expense for the years ending December 31, 2007, 2006 and 2005 was $0.3 million, $0.3 million and $0.2 million, respectively.


3.	Line of Credit Arrangement

The Company entered into a new line of credit arrangement with a bank on April 25, 2007 that provides for borrowings of up to $2.0 million. The line of credit replaced the Company’s old line of credit arrangement dated September 11, 2006, which provided for borrowings of up to $1.5 million. The new line of credit is secured by all assets of the Company and is renewable on an annual basis. Interest is payable monthly at a rate of Prime less 0.5% (6.75% at December 31, 2007). The new line of credit expired on April 25, 2008. There were no borrowings outstanding under the old or new line of credit at December 31, 2007 or 2006, respectively.


4.	Invested Equity

Preferred Stock

The Company has 20,000,000 shares of preferred stock, par value $0.001, authorized. There were no shares issued and outstanding at December 31, 2007 or 2006.

Stock-Based Compensation

The Company’s 2000 Stock Option Plan (the “Plan”) permitted the grant of stock options to Company employees for up to 12,000,000 shares of common stock. The Company viewed such awards as aligning the interests of its key employees to those of its stockholders. Stock options under the Plan were granted with an exercise price equal to or in excess of the estimated fair value of the Company’s stock on the date of grant. Options were exercisable ten years from the date of grant, but only to the extent vested as specified in each option agreement. All granted options were non-qualified options.

As permitted by SFAS 123, the Company previously measured compensation costs for its stock options using the accounting method prescribed by APB 25. The Company’s pro forma net income for the years ended December 31, 2006 and 2005 would not be significantly different than reported net income had compensation cost for the Plan been determined consistent with SFAS 123 for options issued before January 1, 2006.

Effective February 2, 2007, the sole director of the Company, in accordance with Section 141(f) of the Delaware General Corporate Law and Sections 2.10 and 3.9 of the Company’s bylaws, took actions to (i) freeze the Plan in its entirety, (ii) freeze all further grants of options under the Plan, and (iii) 100% vest all outstanding options granted under the Plan.

As of December 31, 2007, 8,224,606 shares of common stock remained available for future issuance under the Plan. Any shares issued in connection with the exercise of options are expected to be newly issued shares.

During both the year ended December 31, 2007 and 2006, the weighted average grant date fair value of each option was 9 cents. For the years ended December 31, 2007 and 2006, stock option compensation expense, net of estimated forfeitures, was $60,000 and $45,000, respectively. Since all options granted under the Plan were 100% vested as of February 2, 2007, all unrecognized compensation cost related to non-vested options was recognized in the year ended December 31, 2007.

For options being accounted for under SFAS 123(R), the fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model. Because the Company’s stock is privately held, it is not practical to

F-38

determine the Company’s share price volatility. Accordingly the Company uses the historical share price volatility of publicly traded companies within the transportation and logistics sector as a surrogate for the expected volatility of the Company’s stock. The expected life of the options represents the expected time that the options granted will remain outstanding. The risk-free rate used to calculate each option valuation is based on the U.S. Treasury rate at the time of option grants for a note with a similar lifespan. The specific assumptions used to determine the weighted average fair value of stock options granted during the years ended December 31, 2007 and 2006 were as follows:


	2007			2006

Risk free interest rate		4.8	%		4.3	%
Dividend yield		0.0	%		0.0	%
Expected volatility		38.6	%		41.8	%
Expected life (years)		7			7
Pro forma weighted average fair value of stock options granted	$	0.09		$	0.09

A summary of the option activity under the Plan for the years ended December 31, 2007 and 2006 is as follows:


					Weighted-
			Weighted-		Average		Aggregate
			Average		Remaining		Intrinsic
			Exercise Price		Contractual		Value
	Shares		(in dollars)		Term (Years)		(000’s)

Outstanding at December 31, 2005		2,608,617	$	0.15		5.3	$	113
Granted		750,000		0.18
Exercised		—		—
Forfeited		—		—

Outstanding at December 31, 2006		3,358,617	$	0.16		5.3	$	182
Granted		416,777		0.18
Exercised		—		—
Forfeited		—		—

Outstanding at December 31, 2007		3,775,394	$	0.16		4.9	$	219

There were 3,775,394 and 2,539,734 options exercisable at December 31, 2007 and 2006, respectively. At December 31, 2007, for exercisable options, the weighted-average exercise price was 16 cents, the weighted average remaining contractual term was 4.9 years and the estimated aggregate intrinsic value was $0.2 million. At December 31, 2006, for exercisable options, the weighted-average exercise price was 15 cents, the weighted average remaining contractual term was 4.2 years and the estimated aggregate intrinsic value was $0.1 million.


5.	Commitments and Contingencies

Employee Benefit Plans

The Company sponsors the Group Transportation Services, Inc. 401(k) Plan (“401(k) Plan”) to provide retirement benefits for its employees. As allowed under Section 401(k) of the Internal Revenue Code, the 401(k) Plan provides for tax deferred salary contributions for eligible employees. The 401(k) Plan allows employees to contribute from 1% to 80% of their annual compensation to the 401(k) Plan on a pretax basis. Employee contributions are limited to a maximum annual amount as set periodically by the Internal Revenue Code. The Company matches pretax employee contributions up to 100% of the first 3% and 50% for 4% and 5% of eligible earnings. Matching contributions to the 401(k) Plan totaled $83,000, $71,000 and $61,000 in 2007, 2006, and 2005, respectively.

Capital Lease

The Company has a building that is classified as a capital lease. The recorded value of the building is included in property and equipment, net as of December 31 as follows (in thousands):


	2007			2006

Building	$	1,185		$	1,185
Accumulated amortization		(197	)		(118	)

Total	$	988		$	1,067

This capital lease obligation has remaining principal payments due monthly through 2020.

F-39

The following is a schedule of future minimum lease payments under the capital lease with the present value of the net minimum lease payments as of December 31, 2007 (in thousands):


Year Ending	Amount

2008	$	231
2009		238
2010		246
2011		253
2012		261
Thereafter		2,218

Total minimum lease payments		3,447
Less: Amount representing interest		(2,283	)

Present value of net minimum lease payments ⁽¹⁾	$	1,164


	(1)	Reflected in the combined balance sheets as current other liabilities and noncurrent capital lease obligations of $5,000 and $1.2 million, respectively.

Operating Lease

The Company has a non-cancelable operating lease for land expiring in 2020. Total rent expense from the operating lease was $0.2 million, $0.2 million and $0.1 million for the years ended December 31, 2007, 2006 and 2005, respectively.

The following is a schedule of future minimum lease payments under the non-cancelable operating lease as of December 31, 2007 (in thousands):


Year Ending	Amount

2008	$	130
2009		134
2010		138
2011		142
2012		147
Thereafter		1,249


6.	Related Party Transactions

Group Transportation Services, Inc.’s sole stockholder and sole member is also the sole member of an LLC, from which the Company leases the building and land described in Note 5. In addition, during the year ended December 31, 2007, the Company sold assets, with a net book value of $0.2 million, to the same related party. There was no gain or loss recorded on the sale.


7.	Subsequent Event

GTS Acquisition Sub, Inc., an indirect majority-owned subsidiary of Thayer ï Hidden Creek Partners II, L.P., acquired all of the outstanding capital stock of Group Transportation Services, Inc. and all of the outstanding units of GTS Direct, LLC on February 29, 2008. The purchase price was $23.8 million. The preliminary purchase price, including financing fees of approximately $0.8 million, was financed with proceeds from the sale of common stock by GTS Acquisition Sub, Inc. of $12.8 million, a $3.2 million non-cash issuance of stock, and borrowings under a credit facility of $8.0 million. At the time of the acquisition, the Company’s line of credit arrangement was terminated and all vested and outstanding employee stock options were settled in cash.

F-40

GTS
CONDENSED BALANCE SHEETS
(Unaudited)

(Dollars in thousands, except share amounts)



	Successor		Predecessor
	June 30,		December 31,
	2008		2007

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	542	$	1,072
Accounts receivable		3,324		2,453
Prepaid expenses and other current assets		34		48

Total current assets		3,900		3,573

PROPERTY AND EQUIPMENT , net		2,758		1,384
OTHER ASSETS:
Goodwill		23,248		–
Other noncurrent assets		883		81

TOTAL ASSETS	$	30,789	$	5,038


LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
Current maturities of long-term debt	$	820	$	–
Accounts payable		3,198		2,724
Accrued wages, bonus and commissions		363		363
Accrued taxes and other liabilities		1,442		188

Total current liabilities		5,823		3,275

LONG-TERM DEBT, net of current maturities		6,980		–
CAPITAL LEASE OBLIGATION, net of current maturities		1,166		1,159

COMMITMENTS AND CONTINGENCIES (Notes 3 and 5)
Total liabilities		13,969		4,434

STOCKHOLDERS’ INVESTMENT:
GTS
Common stock, $0.01 par value; 100,000 shares authorized;
16,630 shares issued and outstanding		1		–
Additional paid-in capital		16,675		–
Retained earnings		144		–

Total GTS		16,820		–
Group Transportation Services, Inc.
Common stock, $0.001 par value; 100,000,000 shares authorized;
46,241,953 shares issued and outstanding		–		46
Additional paid-in capital		–		255
Retained earnings		–		415
Treasury stock, 17,347 shares held at cost		–		(220	)

Total Group Transportation Services, Inc.		–		496
GTS Direct, LLC
Member’s equity		–		108

Total stockholders’ investment		16,820		604

TOTAL LIABILITIES AND STOCKHOLDERS’ INVESTMENT	$	30,789	$	5,038

See notes to unaudited financial statements.

F-41

GTS
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

(Dollars in thousands)


	Successor		Predecessor
	Period from
	February 12		Period from			Period from
	(date of inception)		January 1			January 1
	through		through			through
	June 30,		February 29,			June 30,
	2008		2008			2007
Revenues, net	$	10,442	$	4,302		$	13,006
Operating expenses:
Transportation costs		8,049		3,249			10,045
Personnel and related benefits		1,220		4,093			1,499
Other operating expenses		501		295			573
Depreciation and amortization		208		45			156

Total operating expenses		9,978		7,682			12,273

Operating income		464		(3,380	)		733
Interest expense		241		29			92

Income before provision for income taxes		223		(3,409	)		641
Provision for income taxes		79		–			–

Net income	$	144	$	(3,409	)	$	641

See notes to unaudited financial statements.

F-42

GTS
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

(Dollars in thousands)


	Successor			Predecessor
	Period from
	February 12			Period from			Period from
	(date of inception)			January 1			January 1
	through			through			through
	June 30,			February 29,			June 30,
	2008			2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	144		$	(3,409	)	$	641
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization		208			45			156
Share-based compensation		46			–			31
Changes in:
Accounts receivable		2,235			(3,115	)		(668	)
Prepaid and other assets		13			25			(23	)
Accounts payable and accrued expenses		(2,206	)		6,246			333

Net cash provided by (used in) operating activities		440			(208	)		470

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(44	)		(36	)		(39	)
Acquisition of Predecessor		(20,911	)		–			–

Net cash used in investing activities		(20,955	)		(36	)		(39	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid		–			(830	)		(516	)
Reduction of capital lease obligation		–			2			9
Issuance of debt		8,000			–			–
Debt issuance costs paid		(173	)		–			–
Repayment of debt		(200	)		–			–
Issuance of common stock		13,430			–			–

Net cash provided by financing activities		21,057			(828	)		(507	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		542			(1,072	)		(76	)
CASH AND CASH EQUIVALENTS:
Beginning of period		–			1,072			731

End of period	$	542		$	–		$	655

SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest	$	250		$	39		$	117
Non-cash issuance of common stock for acquisition	$	3,200		$	–		$	–

See notes to unaudited financial statements.

F-43

GTS
Notes to Unaudited Condensed Financial Statements


1.	Basis of Presentation

The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. We believe such statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of our financial position, results of operations and cash flows at the dates and for the periods indicated. Pursuant to the requirements of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements, the accompanying financial statements do not include all disclosures required by GAAP for annual financial statements. While we believe the disclosures presented are adequate to make the information not misleading, these unaudited interim condensed financial statements should be read in conjunction with the financial statements and related notes included in this Form S-1 registration statement for the year ended December 31, 2007. Operating results for the periods presented in this report are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2008, or any other interim period.

On February 29, 2008, Group Transportation Services Holdings, Inc. (“GTS” or the “Company”), an indirect wholly-owned subsidiary of Thayer Hidden Creek Partners II, L.P. (“THCP II”), through its direct wholly-owned subsidiary, GTS Acquisition Sub, Inc. acquired all of the outstanding capital stock of Group Transportation Services, Inc. and all of the outstanding member units of GTS Direct, LLC (the “Transaction”). The accompanying balance sheets and statements of operations and cash flows are presented for two periods, Predecessor and Successor, which relate to the period of operations preceding the Transaction and the period of operations succeeding the Transaction, respectively. GTS was formed on February 12, 2008 and there were no substantive operations from date of inception until the Transaction on February 29, 2008. The combined statements for Group Transportation Services, Inc. and GTS Direct, LLC are referred to as “Predecessor.” The consolidated statements of GTS are referred to as “Successor.” As a result of the application of purchase accounting, the Successor balances and amounts presented in the consolidated financial statements and footnotes are not comparable with those of the Predecessor.

Principles of Consolidation

The accompanying consolidated financial statements for the Successor include the accounts of Group Transportation Services, Inc. and GTS Direct, LLC, post Transaction. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying combined financial statements for the Predecessor include the accounts of Group Transportation Services, Inc. and GTS Direct, LLC, pre Transaction. All intercompany balances and transactions have been eliminated in combination.

Income Taxes

Group Transportation Services, Inc. and its previous stockholder elected subchapter S Corporation status under the Internal Revenue Code (and similar state tax law provisions in most states) and therefore, Group Transportation Services, Inc. generally was not subject to federal or state income taxes. Accordingly, the Predecessor financial statements do not include a provision for income taxes or liability for current or deferred income taxes.

Upon completion of the Transaction, Group Transportation Services, Inc.’s S Corporation status was terminated and is now considered a C Corporation and is subject to federal and state taxes. The Successor accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes (“SFAS 109”), which requires an asset and liability approach to financial accounting and reporting for income taxes. In accordance with SFAS 109, deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense (benefit) is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

New Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements , an amendment of ARB No. 51, Consolidated Financial Statements (“SFAS 160”). SFAS 160 establishes accounting and reporting guidance for a noncontrolling ownership interest in a subsidiary and deconsolidation of a subsidiary. The standard requires that a noncontrolling ownership interest in a subsidiary be reported as equity in the consolidated statement of financial position and any related net income attributable to the parent be presented on the face of the consolidated statement of income. SFAS 160 is effective as of the beginning of an entity’s first fiscal year that begins after December 15, 2008. The Company will be required to adopt SFAS 160 on January 1, 2009, and does not expect the standard to have a material effect on its consolidated financial position or results of operations.

F-44

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141(R)”), which replaces SFAS No. 141, Business Combinations , and establishes principles and requirements for how an acquirer: (1) recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree; (2) recognizes and measures the goodwill acquired in a business combination or gain from a bargain purchase; and (3) determines what information to disclose. SFAS 141(R) is effective for business combinations in which the acquisition date is in the first fiscal year after December 15, 2008. The Company will be required to adopt SFAS 141(R) on January 1, 2009. The Company is currently evaluating the impact, if any, SFAS 141(R) will have on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. This Statement was adopted by the Company on January 1, 2008. The adoption of SFAS 157 did not have a material effect on the Company’s consolidated financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 expands the use of fair value accounting but does not affect existing standards which require assets or liabilities to be carried at fair value. Under SFAS 159, a company may elect to use fair value to measure accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees and issued debt. If the use of the fair value is elected, any upfront costs and fees related to the item must be recognized in earnings and cannot be deferred. The fair value election is irrevocable and generally made on an instrument-by-instrument basis, even if a company has similar instruments that it elects not to measure based on fair value. At the adoption date, unrealized gains and losses on existing items for which fair value has been elected are reported as a cumulative adjustment to beginning retained earnings. Subsequent to the adoption of SFAS 159, changes in fair value are recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007 and therefore was adopted by the Company on January 1, 2008. The Company has not elected to use fair value for measuring financial assets and financial liabilities.


2.	Acquisition

On February 29, 2008, GTS acquired all of the outstanding stock of Group Transportation Services, Inc. and all of the outstanding member units of GTS Direct, LLC. The purchase price was $24.1 million, which was comprised of $20.9 million of cash and 3,200 shares of GTS common stock with an estimated fair value of $3.2 million. The purchase price, including financing fees of approximately $0.9 million, was financed with proceeds from the sale of common stock by GTS of $13.4 million, the $3.2 million non-cash issuance of common stock, and borrowings under the GTS credit facility of $8.0 million.

In addition to the cash paid at closing, the agreement calls for contingent consideration in the form of an earnout. The former owner of GTS will receive a payment equal to the amount by which GTS’ earnings before income taxes, depreciation and amortization and management fee (“EBITDAM”), as defined in the purchase agreement, exceeds $3.0 million in a given year for five years beginning with the calendar year ending December 31, 2008, up to a maximum payout of $3.5 million. The payments will be allocated to goodwill if and when they are earned.

The acquisition of GTS on February 29, 2008 was accounted for using the purchase method of accounting. Accordingly, the assets acquired and liabilities assumed were recorded at their estimated fair market values as of the date of acquisition with the excess preliminary purchase price over the estimated fair value of net assets being recorded as goodwill. The purchase price allocation is preliminary and subject to change due to the finalization of preliminary asset

F-45

valuations and income tax related matters. The preliminary estimated fair values of the assets acquired and liabilities assumed are as follows (in thousands):


Accounts receivable	$	1,988
Prepaid expenses and other current assets		3,617
Property and equipment		2,875
Goodwill		23,248
Customer relationship intangible asset		700
Other assets		58
Accounts payable		(2,047	)
Accrued expenses		(5,166	)
Other liabilities		(1,166	)

Total	$	24,107

The goodwill and other intangible assets recorded in connection with the GTS acquisition is deductible for tax purposes.

The customer relationship intangible asset is being amortized straight line over its estimated 5-year life and has a net book value of $0.7 million as of June 30, 2008. Amortization expense of $44,000 is included in depreciation and amortization in the statement of operations for the period from February 12, 2008 (date of inception) through June 30, 2008.


3.	Long-Term Debt

Long-term debt consisted of the following at June 30, 2008 (in thousands):


Revolving credit facility	$	–
Term loan		7,800

Total senior debt		7,800
Less: current maturities		(820	)

Total long-term debt	$	6,980

On February 29, 2008, the Company entered into a new bank credit agreement (the “Agreement”). The Agreement, which is secured by all assets of the Company, includes a $3.0 million revolving credit facility and an $8.0 million term loan. The revolving credit facility and term loan mature in 2014. Interest is payable quarterly at LIBOR plus an applicable margin based upon the Company’s leverage ratio or, at the Company’s option, prime plus an applicable margin.

Principal is payable in quarterly installments ranging from $0.2 million per quarter in 2008 increasing to $0.8 million per quarter through 2013 and a final payment due on February 28, 2014. The revolving credit facility also provides for the issuance of up to $1.0 million in letters of credit. As of June 30, 2008, the Company had no outstanding letters of credit. Total availability under the revolving credit facility was $3.0 million as of June 30, 2008. At June 30, 2008, the interest rate on the revolving credit facility and term loan was LIBOR (2.80% at June 30, 2008) plus 3.25%.

The Agreement contains certain restrictive covenants that require the Company to maintain certain leverage and fixed charge coverage ratios. The Agreement also restricts dividend payments, capital expenditures and the incurrence of additional debt. The Company was in compliance with all covenants, as defined in the Agreement, as of June 30, 2008.


4.	Stock-Based Compensation

Stock Based Compensation — Successor

The Company’s Key Employee Equity Plan (the “Plan”) permits the grant of stock options to Company employees for up to 2,824 shares of common stock. The Company views such awards as aligning the interests of its key employees to those of its stockholders. Stock options under the Plan are granted with an exercise price equal to or in excess of the estimated fair value of the Company’s stock on the date of grant. Options are exercisable ten years from the date of grant, but only to the extent vested as specified in each option agreement. All granted options are non-qualified options.

The Company’s share based payment awards are comprised of stock options. Under SFAS No. 123 (revised 2004), Share-Based Payment (“SFAS 123(R)” ) , compensation cost for the Company’s stock options is measured and recognized at fair value using the Black-Scholes option-pricing model.

The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model. Because the Company’s stock is privately held, it is not practical to determine the Company’s share price volatility. Accordingly the Company uses the historical share price volatility of publicly traded companies within the transportation and logistics sector as a surrogate for the expected volatility of the Company’s stock. The expected life of the options represents the expected time that the options granted will remain outstanding. The risk-free rate used to calculate each option valuation is based on the U.S. Treasury rate at the time of option grants for a note with a similar lifespan. The specific

F-46

assumptions used to determine the weighted average fair value of stock options granted during the period from February 12, 2008 (date of inception) through June 30, 2008 were as follows:


Risk free interest rate		2.7%-3.2%
Dividend yield		–
Expected volatility		33.7%-33.8%
Expected life (years)		6
Pro forma weighted average fair value of our stock options granted		$321

A summary of the option activity under the Plan for the period from February 12, 2008 (date of inception) through June 30, 2008 is as follows:

Weighted-

Average

Aggregate

Average

Remaining

Intrinsic

Exercise Price

Contractual

Value

Shares

(in dollars)

Term Years

(000’s)

Outstanding at February 12, 2008 (date of inception)

–

Granted

2,541

1,222

Exercised

–

Forfeited

–

Outstanding at June 30, 2008

2,541

1,222

9.8

There were no options exercisable at June 30, 2008. Options expected to vest are not significantly different from options outstanding as of June 30, 2008.

Stock-Based Compensation — Predecessor

The Predecessor’s 2000 Stock Option Plan (the “2000 Plan”) permitted the grant of stock options to employees for up to 12,000,000 shares of common stock.

Effective February 2, 2007, the sole director of the Predecessor, in accordance with Section 141(f) of the Delaware General Corporate Law and Sections 2.10 and 3.9 of the Predecessor’s bylaws, took actions to (i) freeze the 2000 Plan in its entirety, (ii) freeze all further grants of options under the 2000 Plan, and (iii) 100% vest all outstanding options granted under the 2000 Plan. At the time of the Transaction, all outstanding options were terminated and settled in cash for $3.5 million, recorded as a component of personnel and related benefits in the statements of operations for the period from January 1 through February 29, 2008.


5.	Related Party Transaction

The Company leases a building from a party who is also a stockholder of GTS. The building is classified as a capital lease on the accompanying balance sheets and has remaining principal payments due monthly through 2020.


6.	Subsequent Event

THCP II is an affiliate of Thayer Equity Investors V, L.P., the controlling stockholder of Roadrunner Transportation Services Holdings, Inc. (“RRTS”). RRTS intends to file a Form S-1 to affect an initial public offering. Simultaneous with the consummation of the offering, THCP II intends to merge the Company with RRTS (“GTS Merger”). Consistent with the provisions of SFAS 141, transfers of net assets or exchanges of equity interests between entities under common control do not constitute business combinations. Because the Company and RRTS will have the same control group immediately before and after the GTS Merger, the GTS Merger, if consummated, will be accounted for as a combination of entities under common control on a historical cost basis in a manner similar to a pooling of interests. Accordingly, RRTS’ historical financial statements would be recast to include GTS as of February 29, 2008.

F-47

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Sargent:

We have audited the accompanying combined balance sheets of Sargent Trucking, Inc.; Big Rock Transportation, Inc.; Midwest Carriers, Inc.; B&J Transportation, Inc.; and Smith Truck Brokers, Inc., (collectively, “Sargent”), all of which are under common ownership and common management, as of October 3, 2006 and December 31, 2005, and the related combined statements of operations, stockholders’ investment, and cash flows for the period from January 1, 2006 through October 3, 2006 and for the year ended December 31, 2005. These financial statements are the responsibility of Sargent’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. Sargent is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Sargent’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the combined financial position of Sargent as of October 3, 2006 and December 31, 2005, and the combined results of their operations and their cash flows for the period from January 1, 2006 through October 3, 2006 and for the year ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 8 to the combined financial statements, Sargent was acquired by Sargent Transportation Group, Inc., a majority owned subsidiary of Thayer Equity Investors V, L.P. on October 4, 2006.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin
July 22, 2008

F-48

SARGENT
COMBINED BALANCE SHEETS

(Dollars in thousands)


	October 3,		December 31,
	2006		2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,834	$	3,503
Accounts receivable, net		23,780		24,587
Prepaid expenses and other current assets		1,289		2,008

Total current assets		33,903		30,098

PROPERTY AND EQUIPMENT, NET		811		701
GOODWILL		481		481

TOTAL ASSETS	$	35,195	$	31,280

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
Bank line of credit	$	–	$	1,500
Accounts payable		3,793		2,270
Accrued expenses		1,011		881

Total current liabilities		4,804		4,651
LOANS TO STOCKHOLDERS		–		1,000

Total liabilities		4,804		5,651

COMMITMENTS AND CONTINGENCIES (NOTE 6)
STOCKHOLDERS’ INVESTMENT:
Common stock (Note 5)		40		40
Additional paid-in capital		26		26
Retained earnings		30,325		25,563

Total stockholders’ investment		30,391		25,629

TOTAL LIABILITIES AND STOCKHOLDERS’ INVESTMENT	$	35,195	$	31,280

The accompanying notes are an integral part of these combined financial statements.

F-49

SARGENT
COMBINED STATEMENTS OF OPERATIONS

(Dollars in thousands)


	Period from
	January 1,
	2006		Year
	through		Ended
	October 3,		December 31,
	2006		2005
Revenues, net	$	148,821	$	184,293
Operating expenses:
Purchased transportation costs		133,046		163,474
Other operating expenses		8,757		11,574
Depreciation		184		473

Total operating expenses		141,987		175,521

Operating income		6,834		8,772
Interest income		196		128
Interest expense		2		140

Income before provision for income taxes		7,028		8,760
Provision for income taxes		102		120

Net income	$	6,926	$	8,640

The accompanying notes are an integral part of these combined financial statements.

F-50

SARGENT
COMBINED STATEMENTS OF STOCKHOLDERS’ INVESTMENT

(Dollars in thousands, except share amounts)


					Additional					Total
	Common Stock				Paid-In		Retained			Stockholders’
	Shares		Amount		Capital		Earnings			Investment
BALANCE, January 1, 2005		1,000	$	40	$	26	$	21,221		$	21,287
Distribution to stockholders								(4,298	)		(4,298	)
Net income								8,640			8,640

BALANCE, December 31, 2005		1,000		40		26		25,563			25,629

Distribution to stockholders								(2,164	)		(2,164	)
Net income								6,926			6,926

BALANCE, October 3, 2006		1,000	$	40	$	26	$	30,325		$	30,391

The accompanying notes are an integral part of these combined financial statements.

F-51

SARGENT
COMBINED STATEMENTS OF CASH FLOWS

(Dollars in thousands)


	Period from
	January 1,
	2006			Year
	through			Ended
	October 3,			December 31,
	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	6,926		$	8,640
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		184			473
Changes in:
Accounts receivable		807			(4,076	)
Prepaid expenses and other assets		719			(1,164	)
Accounts payable		1,523			(216	)
Accrued expenses		130			404

Net cash provided by operating activities		10,289			4,061

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(294	)		(349	)

Net cash used in investing activities		(294	)		(349	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) under revolving line of credit		(1,500	)		200
Payment of stockholder notes		(1,000	)		(253	)
Distributions to stockholders		(2,164	)		(4,298	)

Net cash used in financing activities		(4,664	)		(4,351	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		5,331			(639	)
CASH AND CASH EQUIVALENTS:
Beginning of period		3,503			4,142

End of period	$	8,834		$	3,503

SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest	$	2		$	—
Cash paid for foreign income taxes (net of refunds)	$	30		$	259

The accompanying notes are an integral part of these combined financial statements.

F-52

Sargent
Notes to Combined Financial Statements


1.	Significant Accounting Policies

Organization and Nature of Business

Sargent Trucking, Inc. (a Maine corporation) and its affiliated entities Big Rock Transportation, Inc. and Midwest Carriers, Inc. (both Indiana corporations), B & J Transportation, Inc. and Smith Truck Brokers, Inc. (both Maine corporations) (collectively, “Sargent” or the “Company”) were all under common ownership and operated under common management during all periods presented herein. Accordingly, the accompanying financial statements have been prepared on combined basis.

Sargent is headquartered in Mars Hill, Maine. Sargent operates as a transportation and truckload brokerage business pursuant to U.S. Department of Transportation authority from 14 offices throughout the continental United States and Canada.

As discussed in Note 8, Sargent Transportation Group, Inc. (“STG”), a majority owned subsidiary of Thayer Equity Investors V, L.P., acquired all of the outstanding common stock of the Company on October 4, 2006. The accompanying combined financial statements reflect all accounting prior to the transferring of funds by the purchaser related to the sale of the Company.

Principles of Combination

The Company’s combined financial statements include the accounts of Sargent Trucking, Inc., Big Rock Transportation, Inc., Midwest Carriers, Inc., B&J Transportation, Inc., and Smith Truck Brokers, Inc. All intercompany balances and transactions have been eliminated in combination.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

In connection with the Company’s Canadian business activities, the Company maintains certain bank accounts with a Canadian Bank. These balances are recorded in the accompanying financial statements in U.S. dollars using the exchange rate in effect at the applicable reporting date. As of October 3, 2006 and December 31, 2005 these balances amounted to $0.4 million and $0.7 million, respectively.

Accounts Receivable

Accounts receivable represent trade receivables from customers and are stated net of an allowance for doubtful accounts of $0.2 million as of October 3, 2006 and December 31, 2005. Management estimates the portion of accounts receivable that will not be collected and accounts are written off when they are determined to be uncollectible. Accounts receivable are uncollateralized and are generally due 30 days from the invoice date.

Property and Equipment

Property and equipment are stated at cost. Maintenance and repair costs are charged to expense as incurred. For financial reporting purposes, depreciation is calculated using the straight line method over the following estimated useful lives:


Buildings and leasehold improvements			5 - 15 years
Equipment, furniture and fixtures			3 - 7 years

Accelerated depreciation methods are used for tax reporting purposes.

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired from business acquisitions and has an indefinite life. The Company performs an annual goodwill impairment analysis on

F-53

December 31 (or more frequently if events or circumstances indicate an impairment may be present). This analysis is performed using a two-step process that begins with an estimation of the fair value at the “reporting unit” level. Fair value of such reporting units is determined using a discounted cash flows methodology. The Company’s reporting units are businesses one level below the operating segment level for which discrete financial information is prepared and regularly reviewed by management. The first step is a screen for potential impairment and the second measures the amount of the impairment, if any. No goodwill impairment was identified during the period ended October 3, 2006 or the year ended December 31, 2005.

Income Taxes

The Company and its stockholders elected subchapter S Corporation status under the Internal Revenue Code (and similar state tax law provisions in most states) and therefore, the Company generally is not subject to United States federal or state income taxes. Accordingly, the accompanying combined financial statements do not include a provision for United States income taxes or liability for current or deferred income taxes. Rather, the Company’s income or loss is allocated to stockholders for inclusion in their personal income tax returns. Stockholder distributions are declared each year in order to fund stockholders’ personal income tax liabilities associated with their allocated income or loss.

The Company is subject to certain income taxes in Canada and accordingly records a provision for such income taxes in the Company’s combined statements of operations.

On October 4, 2006, the Company was purchased by STG in a transaction that qualified as a deemed asset sale under Internal Revenue Code 338(h)(10) (see Note 8). As such, the Company’s stockholders included in their personal income tax return the gain on such sale.

Fair Value of Financial Instruments

Fair values of cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to their short-term nature.

Revenue Recognition

In accordance with Emerging Issues Task Force Issue 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent , the Company recognizes revenue on a gross basis, as opposed to a net basis, because it bears the risks and benefits associated with revenue-generated activities by, among other things, (1) acting as a principal in the transaction, (2) managing all aspects of the shipping process and (3) taking the risk of loss for collection, delivery and returns.

New Accounting Pronouncements

In July, 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement 109 (“FIN 48”) which clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement principles for financial statement disclosure of tax positions taken or expected to be taken on a tax return. The provisions of FIN 48 are effective for non-public entities for years beginning after December 15, 2007 with the cumulative effect of the change in accounting principle, if any, recorded as an adjustment to opening retained earnings.


2.	Property and Equipment

Property and equipment consisted of the following at October 3, 2006 and December 31, 2005 (in thousands):


	2006			2005

Buildings and leasehold improvements	$	233		$	209
Equipment, furniture and fixtures		2,144			1,906

Gross property and equipment		2,377			2,115
Less: Accumulated depreciation		(1,566	)		(1,414	)

Property and equipment, net	$	811		$	701

Depreciation expense for the period from January 1, 2006 through October 3, 2006 and the year ended December 31, 2005 was $0.2 million and $0.5 million, respectively.

F-54


3.	Long-Term Debt

As of December 31, 2005, the Company had a variable rate line of credit that provided for borrowings of up to $1.5 million secured by certain trade accounts receivable. Interest on the line was payable on a quarterly basis at a rate of prime plus 1% (8.25% at December 31, 2005). The outstanding balance on this line of credit was repaid during 2006 and was not renewed.

As of December 31, 2005, the stockholders had various short-term loans outstanding to the Company. Interest was accrued on these loans at rates ranging from 3% to 5%. All outstanding loans were repaid during 2006.


4.	Income Taxes

The Company’s effective tax rate was 1.5% and 1.4% for the period from January 1, 2006 through October 3, 2006 and the year ended December 31, 2005, respectively. The Company’s tax provision is attributable to Canadian and Provincial statutory income taxes on Canadian sourced income. The Company had no significant deferred taxes at October 3, 2006 or December 31, 2005.


5.	Stockholders’ Investment

The Company had the following authorized and issued shares of common stock as of October 3, 2006 and December 31, 2005:


			Shares		Shares
	Par Value		Authorized		Issued

Sargent Trucking, Inc.	$	100 per share		1,000		400
Big Rock Transportation, Inc.		No par value		1,000		100
Midwest Carriers, Inc.		No par value		1,000		100
Smith Truck Brokers, Inc.		No par value		3,000		200
B&J Transportation, Inc.		No par value		3,000		200


6.	Commitments and Contingencies

Employee Benefit Plans

The Company sponsors the Sargent Trucking, Inc. 401(k) plan (the “401(k) Plan”) to provide retirement benefits for substantially all full-time employees. As allowed under Section 401(k) of the Internal Revenue Code, the 401(k) Plan provides for tax deferred salary contributions for eligible employees. The 401(k) Plan allows annual additions to a participant’s account of up to the lesser of $30,000 or 25% of a participant’s compensation on a pre tax basis. Participant contributions are limited to a maximum annual amount as set periodically by the Internal Revenue Code. The 401(k) Plan calls for the Company to match 100% of contributions up to 3% of an employee’s compensation and 50% of contributions on the next 2% of an employee’s compensation. Matching contributions to the 401(k) Plan totaled $0.1 million for both the period from January 1, 2006 through October 3, 2006 and for the year ended December 31, 2005, respectively, and has been classified as a component of other operating expenses in the accompanying combined statement of operations.

Leases

The Company leases office space under noncancelable operating leases expiring on various dates through 2009. Total rent expense from operating leases was $1.3 million for the period from January 1, 2006 through October 3, 2006 and $1.4 million for the year ended December 31, 2005, and has been classified as a component of other operating expenses in the accompanying combined statement of operations.

Aggregate future minimum lease payments under noncancelable operating leases extend through 2009 and are de minimis.

Contingencies

In the ordinary course of business, the Company is a defendant in several property and other claims. The Company maintains liability insurance coverage for claims. Management believes it has adequate insurance to cover losses in excess of the deductible amount.


7.	Related Party Transactions

As of December 31, 2005, certain stockholders had various short-term loans outstanding to the Company totaling $1.0 million. All such loans were repaid during 2006. Interest expense for the period from January 1, 2006 through October 3, 2006 and for the year ended December 31, 2005 was de minimis.

F-55


8.	Subsequent Event

On October 4, 2006, STG, a majority owned subsidiary of Thayer Equity Investors V, L.P., acquired all of the outstanding common stock of the Company. The total consideration, net of cash acquired of approximately $2.2 million and before consideration of the earnout provisions prescribed by the acquisition agreement, was approximately $46.2 million. The acquisition price, including financing fees of approximately $0.9 million was financed with proceeds from the sale of common stock by STG of $16.9 million and borrowings under credit facilities of $26.5 million and a note payable to the former owners of Sargent of $5.0 million. At the time of the acquisition, the Company’s former line of credit arrangement was terminated.

On March 14, 2007, STG merged with Roadrunner Dawes, Inc. (“RDS”), majority-owned subsidiary of Thayer Equity Investors V, L.P. At the time of the merger, each outstanding STG share was converted into two-tenths of a share of the RDS’ Class A common stock. In addition, 10-year warrants to purchase 15,198 shares of RDS’ Class A common stock at a purchase price of $2,000 per share were issued to the existing stockholders of STG.

F-56

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of
Roadrunner Freight Systems, Inc.

We have audited the accompanying balance sheet of Roadrunner Freight Systems, Inc. (the “Company”) as of April 29, 2005 and the related statements of operations, stockholders’ investment, and cash flows for the period from January 1, 2005 through April 29, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Roadrunner Freight Systems, Inc. as of April 29, 2005, and the results of its operations and its cash flows for the period from January 1, 2005 through April 29, 2005 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 8, all of the Company’s outstanding common stock was acquired by Thayer LTL Holding Corp., a majority owned subsidiary of Thayer Equity Investors V, L.P., subsequent to the close of business on April 29, 2005.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin
July 22, 2008

F-57

ROADRUNNER FREIGHT SYSTEMS, INC.
BALANCE SHEET
April 29, 2005

(Dollars in thousands, except share amounts)


ASSETS
CURRENT ASSETS:
Cash	$	1,503
Accounts receivable, net		12,731
Deferred income taxes		1,273
Prepaid expenses and other current assets		1,610

Total current assets		17,117

PROPERTY AND EQUIPMENT, NET		2,180
OTHER ASSETS:
Goodwill		48,642
Other noncurrent assets		2,233

Total other assets		50,875

TOTAL ASSETS	$	70,172

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
Current maturities of long-term debt	$	2,000
Accounts payable		9,121
Accrued expenses and other liabilities		4,419

Total current liabilities		15,540
LONG-TERM DEBT, net of current maturities		31,677
PUT WARRANTS AND OTHER LONG-TERM LIABILITIES		7,243

Total liabilities		54,460

COMMITMENTS AND CONTINGENCIES (NOTE 6)
STOCKHOLDERS’ INVESTMENT:
Common stock $.001 par value; 1,000,000 shares authorized, 344,366 shares issued and outstanding		—
Additional paid-in capital		19,631
Accumulated deficit		(3,919	)

Total stockholders’ investment		15,712

TOTAL LIABILITIES AND STOCKHOLDERS’ INVESTMENT	$	70,172

The accompanying notes are an integral part of this financial statement.

F-58

ROADRUNNER FREIGHT SYSTEMS, INC.
STATEMENT OF OPERATIONS
Period from January 1, 2005 through April 29, 2005

(Dollars in thousands)


Revenues, net	$	48,755
Operating expenses:
Purchased transportation costs		34,858
Personnel and related benefits		7,365
Other operating expenses		6,880
Depreciation		357

Total operating expenses		49,460

Operating loss		(705	)
Loss on put warrants		2,316
Interest expense		1,094

Loss before income tax benefit		(4,115	)
Income tax benefit		(675	)

Net loss	$	(3,440	)

The accompanying notes are an integral part of this financial statement.

F-59

ROADRUNNER FREIGHT SYSTEMS, INC.
STATEMENT OF STOCKHOLDERS’ INVESTMENT
Period from January 1, 2005 through April 29, 2005

(Dollars in thousands, except share amounts)


	Class A				Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Investment

BALANCE, January 1, 2005		344,366	$	—	$	17,011	$	(479	)	$	16,532
Stock-based compensation expense						2,620					2,620
Net loss								(3,440	)		(3,440	)

BALANCE, April 29, 2005		344,366	$	—	$	19,631	$	(3,919	)	$	15,712

The accompanying notes are an integral part of this financial statement.

F-60

ROADRUNNER FREIGHT SYSTEMS, INC.
STATEMENT OF CASH FLOWS
Period from January 1, 2005 through April 29, 2005

(Dollars in thousands)


CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,440	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on put warrants		2,316
Option grant compensation expense		2,620
Depreciation		357
Amortization of debt discount		24
Deferred interest		51
Provision for bad debts and freight bill adjustments		17
Income tax benefit		(675	)
Changes in:
Accounts receivable, net		(64	)
Prepaid expenses and other assets		(487	)
Accounts payable		775
Accrued expenses and other liabilities		(419	)

Net cash provided by operating activities		1,075

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(54	)

Net cash used in investing activities		(54	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of long-term debt		(1,000	)

Net cash used in financing activities		(1,000	)

NET INCREASE IN CASH		21
CASH:
Beginning of period		1,482

End of period	$	1,503

SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for interest	$	791

The accompanying notes are an integral part of this financial statement.

F-61

Roadrunner Freight Systems, Inc.

Notes to Financial Statements


1.	Significant Accounting Policies

Organization and Nature of Business

Roadrunner Freight Systems, Inc. (“Roadrunner” or the “Company”) is headquartered in Cudahy, Wisconsin. Roadrunner operates as a common and contract motor carrier pursuant to U.S. Department of Transportation authority and is engaged primarily in transportation of less-than-truckload shipments. Roadrunner has 8 terminals and operates throughout the United States.

As discussed in Note 8, subsequent to the close of business on April 29, 2005, the controlling stockholder of Dawes Holding Corporation (“DHC”) through Thayer LTL Holding Corp. (“THC”) (a majority-owned subsidiary of Thayer Equity Investors V, L.P.), acquired all of the outstanding capital stock of Roadrunner. The accompanying financial statements reflect all accounting prior to the consummation of the sale of the Company.

Cash

The Company maintains cash in several banks and, at times, the balances may exceed federally insured limits. The Company does not believe it is exposed to any material credit risk on cash. As of April 29, 2005, approximately $0.5 million of checks drawn in excess of bank balances was classified as accounts payable in the accompanying balance sheet.

Accounts Receivable

Accounts receivable represent trade receivables from customers and are stated net of an allowance for doubtful accounts and pricing allowances of $0.6 million as of April 29, 2005. Management estimates the portion of accounts receivable that will not be collected and accounts are written off when they are determined to be uncollectible. Accounts receivable are uncollateralized and are generally due 30 days from the invoice date.

Property and Equipment


Leasehold improvements			5 - 15 years
Equipment, furniture and fixtures			5 years

Accelerated depreciation methods are used for tax reporting purposes.

Goodwill

Goodwill assets result from business acquisitions and have been accounted for in accordance with the provisions of SFAS No. 142, Goodwill and Other Intangibles (“SFAS 142”) and SFAS No. 141, Business Combinations (“SFAS 141”). The Company accounts for business acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over amounts assigned is recorded as goodwill.

SFAS 142 provides specific guidance for testing goodwill and indefinite lived intangible assets for impairment. Goodwill is tested for impairment at least annually using a two-step process that begins with an estimation of the fair value at the “reporting unit” level. The Company’s reporting units are businesses one level below the operating segment level for which discrete financial information is prepared and regularly reviewed by management. The first step is a screen for potential impairment and the second measures the amount of the impairment, if any. No goodwill impairment was identified during the period from January 1, 2005 through April 29, 2005.

Income Taxes

The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred income taxes are determined using the liability method, which considers future tax consequences associated with the difference between financial accounting and tax bases of assets and liabilities using currently enacted tax rates (see Note 4).

Fair Value of Financial Instruments

Fair values of cash, accounts receivable and accounts payable approximate cost. The estimated fair values of long-term debt have been determined using market information and valuation methodologies, primarily discounted cash flows

F-62

analysis. These estimates require considerable judgment in interpreting market data, and changes in assumptions or estimation methods could significantly affect the fair value estimates. Based on the borrowing rates currently available to the Company for loans with similar terms and average maturities, the estimated fair value of the bank debt approximates carrying value at April 29, 2005.

Stock-Based Compensation

The Company accounts for its stock option plan in accordance with the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees , (“APB 25”) as permitted by SFAS No. 123, Accounting for Stock-Based Compensation , (“SFAS 123”). Under APB 25, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price of the stock option (see Note 5).

Revenue Recognition

The Company recognizes revenue when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; delivery has occurred; and the Company’s obligation to fulfill a transaction is complete and collection of revenue is reasonably assured.

In accordance with Emerging Issues Task Force Issue 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent , the Company recognizes revenue on a gross basis, as opposed to a net basis, because it bears the risk and benefits associated with revenue-generated activities by, among other things, (1) acting as a principal in the transaction, (2) establishing prices, (3) managing all aspects of the shipping process and (4) taking the risk of loss for collection, delivery and returns.

Use of Estimates


2.	Property and Equipment

Property and equipment consisted of the following at April 29, 2005 (in thousands):


Leasehold improvements	$	600
Equipment, furniture and fixtures		10,504

Gross property and equipment		11,104
Less: Accumulated depreciation		(8,924	)

Property and equipment, net	$	2,180

Depreciation expense for the period from January 1, 2005 through April 29, 2005 was $0.4 million.

F-63


3.	Long-Term Debt

Long-term debt consisted of the following at April 29, 2005 (in thousands):


Line of credit	$	9,000
Bank term note , payable in monthly installments of $250 through December 31, 2005 increasing to $500 through December 31, 2009 maturity date. Interest is payable monthly at LIBOR plus an applicable margin or, at the Company’s option, prime plus an applicable margin. At April 29, 2005, the interest rate was LIBOR (3.1% at April 29, 2005) plus 3%.		20,000
Senior subordinated note , payable to American Capital, Ltd. (“ACAS”), principal at issuance date of $15,200. As of April 29, 2005, balance includes deferred interest of $61 and is net of $101 of unamortized debt discount. Interest accrues at 15.5% of which 12.5% is payable monthly and 3% is deferred until maturity of debt. The effective interest rate on the note is 19.1%. Principal and deferred interest is due with a final payment due on July 25, 2009		760
Junior subordinated note A, payable to ACAS, principal at issuance date of $875. As of April 29, 2005, balance includes deferred interest of $8 and is net of $104 of unamortized debt discount. Interest accrues at 16% of which 13% is payable monthly and 3% is deferred until maturity of debt. The effective interest rate on the note is 21.5%. Principal and deferred interest is due with a final payment due on July 25, 2010.		788
Junior subordinated note B, payable to ACAS, principal at issuance date of $3,475. As of April 29, 2005, balance includes deferred interest of $35 and is net of $416 of unamortized debt discount. Interest accrues at 15.4% of which 12.4% is payable monthly and 3% is deferred until maturity of debt. The effective interest rate on the note is 20.8%. Principal and deferred interest is due with a final payment due on July 25, 2010.		3,129

Total	$	33,677
Less: Current maturities		(2,000	)

Long-term debt, net of current maturities	$	31,677

The Company has a bank line of credit which matures December 31, 2009. The maximum borrowing on the line of credit is limited to the lesser of the commitment or the borrowing base. The commitment at April 29, 2005 was $12.0 million. The borrowing base includes eligible account receivables and is reduced for any outstanding letters of credit. Based on the borrowing base formula at April 29, 2005, there was approximately $3.0 million of unused available borrowing capacity.

The interest rate on the line is at LIBOR plus an applicable margin or, at the Company’s option, prime plus an applicable margin. At April 29, 2005, the interest rate was LIBOR (3.1% at April 29, 2005) plus 2.5%.

The bank line of credit, term note and junior subordinated notes are secured by substantially all assets of the Company.

The credit agreements with the bank and ACAS require the Company to maintain and meet certain minimum net worth, working capital and other operating ratios. The agreements also limit dividends and distributions to stockholders, investments, expenditures for property and equipment, other indebtedness, commitments, guarantees and contingent liabilities, among other items. As of April 29, 2005, the Company was in compliance with the covenants contained in the bank and ACAS credit agreements.

Aggregate maturities of long-term debt for each of the next five years ending after April 29, 2005 were as follows (in thousands):


2005	$	2,000
2006		3,500
2007		4,000
2008		5,033
2009		15,475
Thereafter		4,290

Total		34,298
Less: Unamortized debt discount		(621	)

Total carrying value	$	33,677

F-64


4.	Income Taxes

The income tax benefit for the period from January 1, 2005 through April 29, 2005 consisted of the following (in thousands):


Current	$	—
Deferred		(675	)

Total	$	(675	)

A reconciliation of income taxes computed at the statutory rates to the reported income tax benefit for the period from January 1, 2005 through April 29, 2005 is as follows (in thousands):


Federal tax benefit at statutory rates	$	(1,440	)
State tax benefit, net of federal benefit		(53	)
Loss on put warrants		810
Other		8

Total income tax benefit	$	(675	)

A summary of deferred income tax assets and liabilities as of April 29, 2005 is as follows (in thousands):


Current deferred income tax assets:
Accounts receivable	$	212
Accounts payable and accrued expenses		1,061

Total	$	1,273

Non-current deferred income tax assets (liabilities):
Property and equipment	$	(361	)
Options		996
Other		32

Total	$	667

The net current deferred income tax asset of $1.3 million is classified in the balance sheet at April 29, 2005 as deferred income taxes. The net non-current deferred income tax asset of $0.7 million is classified in the balance sheet at April 29, 2005 as a component of other noncurrent assets.


5.	Stockholders’ Investment

Common Stock

All shares of common stock have voting rights. All common stock is subject to a Shareholders’ Agreement which includes restrictions on transferability.

Under certain circumstances, including a change in control of the Company, as defined in the Shareholders’ Agreement, the Company is obligated to purchase common stock offered for sale by certain stockholders, as defined in the Shareholders’ Agreement, at fair market value.

Stock Options

The Company’s Key Incentive Plan authorizes grants of options to purchase up to 55,556 shares of authorized, but unissued, common stock with an exercise price of $43.38, the fair value of a share of common stock at the date the plan was adopted in 2003, except that qualified stock options granted to individuals possessing more than 10% of the common stock shall have an exercise price of at least 110% of the stock’s fair market value at the date of grant. In addition, 90,634 shares were granted in 2003 related to the conversion and rollover of a previous plan. The difference between the exercise price and the estimated fair value of these options was recorded as a component of additional paid-in-capital. In 2005, the Company granted 39,261 options with an exercise price of $43.38. A $2.6 million expense has been recorded as compensation expense in the accompanying statement of operations to reflect the excess fair market value per option above the exercise price.

F-65

A summary of stock options at April 29, 2005 is as follows:


	Number		Range		Weighted
	of		of		Average
	Shares		Exercise Price		Exercise Price

Outstanding at January 1, 2005		106,928	$	12.28 – 43.38	$	23.99
Options granted		39,261		43.38		43.38
Options forfeited		—		—		—

Outstanding at April 29, 2005		146,189	$	12.28 – 43.38	$	29.19

Exercisable, April 29, 2005		146,189	$	12.28 – 43.38	$	29.19

Put Warrants to Purchase Common Stock

In connection with the issuance of senior and junior subordinated notes payable to ACAS, the Company issued detachable stock purchase warrants (“Put Warrants”) to purchase up to a total 65,000 shares of the Company’s common stock at any time with an exercise price of $.001 per share. The Put Warrants expire on July 25, 2013 and contain a put feature which provides the warrant holder with the option to require the Company to purchase, at fair market value, as defined, all or a portion of such warrants or the shares of common stock issued upon exercise of such warrants, at the earlier of (i) July 25, 2008, (ii) the date the senior and junior subordinated notes are paid in full, (iii) the date the principal and interest are paid in full on the senior debt, or (iv) upon a change in control.

The Put Warrants were valued by management at their estimated fair value at the time of issuance in the amount of $2.8 million and have been accounted for in accordance with SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity , whereby the initial fair value of such warrants was recorded as a component of other long-term liabilities in the accompanying balance sheet and the offset recognized as a debt discount net against junior subordinated notes payable to ACAS. The debt discount is being amortized under the effective interest rate method over the life of the debt. Subsequent changes in the fair value of Put Warrants are being recognized as a gain or loss on put warrants in the accompanying statement of operations. During the period from January 1, 2005 through April 29, 2005, the Company recognized a loss on put warrants of approximately $2.3 million. The total estimated fair value at April 29, 2005 was approximately $7.2 million and is recorded as a component of put warrants and other long-term liabilities in the accompanying balance sheet.


6.	Commitments and Contingencies

Employee Benefit Plan

The Company sponsors a defined contribution profit sharing plan for substantially all full-time employees of the Company. The plan calls for the Company to match 25% of up to 6% of an employee’s compensation and allows the Company to make a discretionary match as determined by the board of directors up to an additional 75% of contributions up to 6% of an employee’s compensation. Total Company contributions charged to operations for the period from January 1, 2005 through April 29, 2005 were de minimis.

Operating Leases

The Company leases terminals and office space under noncancelable operating leases expiring on various dates through 2020 with both a related party and third parties. Total rent expense from operating leases was $0.8 million for the period from January 1, 2005 through April 29, 2005, and has been classified as a component of other operating expenses in the accompanying statement of operations.

Aggregate future minimum lease payments under noncancelable operating leases with an initial term in excess of one year were as follows as of April 29, 2005 (in thousands):


	Operating		Operating
	Lease with		Leases with
	Related Party		Third Parties		Total

2005	$	144	$	1,367	$	1,511
2006		216		1,287		1,503
2007		216		1,016		1,232
2008		216		803		1,019
2009		216		584		800
Thereafter		2,196		581		2,777

F-66

Contingencies

In the ordinary course of business, the Company is a defendant in certain claims. Management believes it has adequate insurance to cover losses in excess of the deductible amount. As of April 29, 2005, the Company had reserves for estimated uninsured losses of $0.4 million.


7.	Related Party Transactions

During the first quarter of 2005, the building leased by the Company for its corporate offices was purchased by Iceburg Development, LLC (“Iceburg”). Iceburg is owned by a minority stockholder of the Company and two officers of the Company. Total lease payments made to Iceburg for the period from January 1, 2005 through April 29, 2005 was $36,000. The aggregate future minimum lease commitment to Iceburg as of April 29, 2005 was $3.2 million.

ACAS, the holder of the Company’s subordinated notes, is also a stockholder of the Company. Following is a summary of the transactions with ACAS (in thousands):


				Interest expense
		Principal owed		for the period from
		as of		January 1, 2005
		April 29, 2005		through April 29, 2005

		$4,677		$375

In addition, American Capital Financial Services, Inc. (“ACFS”), an affiliate of ACAS, receives an annual management fee. Total management fees paid to ACFS for the period from January 1, 2005 through April 29, 2005 was $0.1 million, and has been classified as a component of other operating expenses in the accompanying statement of operations.


8.	Subsequent Event

The controlling stockholder of DHC formed THC and acquired all of the outstanding common stock of the Company on April 29, 2005. Total consideration, net of cash acquired of $0.8 million was approximately $92.6 million. The acquisition price and financing fees of approximately $1.4 million were financed with proceeds from the sale of common stock by THC of $42.2 million and borrowings under credit facilities of approximately $52.6 million. At the time of the acquisition, all of the Company’s outstanding debt and Put Warrants were settled in cash, the Company’s line of credit was terminated, and vesting of all outstanding employee stock options were accelerated and settled in cash.

F-67

Roadrunner Transportation Services Holdings, Inc.

Shares of Common Stock

Robert W. Baird & Co.

BB&T Capital Markets

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


Item 13.	*Other Expenses of Issuance and Distribution.*

The following table sets forth the expenses in connection with the offering described in the registration statement (other than underwriting discounts and commissions). All such expenses are estimates except for the SEC registration fee, the FINRA filing fee, and the Nasdaq Stock Market listing fee. These expenses will be borne by our company.


SEC registration fee	$	5,895
FINRA filing fee		15,500
Blue Sky fees and expenses		*
Nasdaq Stock Market listing fee		*
Transfer agent and registrar fees		*
Accountants’ fees and expenses		*
Legal fees and expenses		*
Printing and engraving expenses		*
Miscellaneous fees		*

Total	$	*


*		To be filed by amendment.


Item 14.	*Indemnification of Directors and Officers.*

Section 145 of the Delaware General Corporation Law, or DGCL, permits, in general, a Delaware corporation to indemnify any person who was or is a party to any proceeding (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 or officer of the corporation, or served another entity in any capacity at the request of the corporation, against liability incurred in connection with such proceeding, including the estimated expenses of litigating the proceeding to conclusion and the expenses actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, if such person 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, in criminal actions or proceedings, additionally had no reasonable cause to believe that his or her conduct was unlawful. Section 145(e) of the DGCL permits the corporation to pay such costs or expenses in advance of a final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if he or she is ultimately found not to be entitled to indemnification under the DGCL. Section 145(f) of the DGCL provides that the indemnification and advancement of expense provisions contained in the DGCL shall not be deemed exclusive of any rights to which a director or officer seeking indemnification or advancement of expenses may be entitled.

Our certificate of incorporation and bylaws provide, in general, that we shall indemnify, to the fullest extent permitted by law, any and all persons whom we shall have the power to indemnify under those provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by those provisions. Our certificate of incorporation and bylaws also provide that the indemnification provided for therein shall not be deemed exclusive of any other rights to which those indemnified may be entitled as a matter of law or which they may be lawfully granted.

The above discussion of our certificate of incorporation, bylaws, and Section 145 of the DGCL is only a summary and is qualified in its entirety by the full text of each of the foregoing.

In connection with this offering, we are entering into indemnification agreements with each of our current directors and officers to give these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our certificate of incorporation and bylaws and to provide additional procedural protections. We expect to enter into a similar agreement with any new directors or executive officers.

We are in the process of obtaining directors’ and officers’ liability insurance with $ million of coverage.

Pursuant to the Underwriting Agreement to be filed as Exhibit 1 to this registration statement, the underwriters have agreed to indemnify our directors, officers, and controlling persons against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act of 1933, as amended. The underwriters severally and not jointly will indemnify and hold harmless our company and each of our directors, officers, and controlling persons from and against any liability caused by any statement or omission in the registration statement, prospectus, any preliminary prospectus, or any amendment or supplement thereto, in each case to the extent that the statement or omission

II-1

was made in reliance upon and in conformity with written information furnished to us by the underwriters expressly for use therein.


Item 15.	*Recent Sales of Unregistered Securities.*

During the three years preceding the filing of the registration statement, we sold the following securities, which were not registered under the Securities Act of 1933. The information below does not reflect the conversion of our Class A common stock or Class B common stock into shares of a single class of common stock on a -for-one basis.

In July 2006, we issued an aggregate of 215 shares of our common stock to an aggregate of seven of our employees in exchange for aggregate consideration of $215,000, or $1,000 per share. We issued these shares of common stock to our employees in reliance upon Section 4(2) of the Securities Act of 1933 as a transaction by an issuer not involving a public offering. Each employee had adequate access to information about our company through his relationship with our company or through information provided to him.

In March 2007, we issued 16,572 shares of our common stock to our largest existing stockholder, 157.5 shares to an affiliate of our largest existing stockholder, and 175 shares to an accredited investment fund in exchange for Sargent common stock in connection with the merger of Sargent into us. In addition, we issued an aggregate of 15,197.9 warrants, with exercise prices of $2,000 per share, to these entities in connection with the Sargent merger. No additional consideration was paid for the warrants. We issued these securities to these accredited investors in reliance upon Section 4(2) of the Securities Act of 1933 as a transaction by an issuer not involving a public offering. Each entity had adequate access to information about our company through its relationship with our company or through information provided to them.

In March 2007, we issued an aggregate of 5,000 shares of our Series A preferred stock to the former stockholders of Sargent upon conversion of $5,000,000 in aggregate principal amount of Sargent subordinated promissory notes held by those stockholders in connection with the merger of Sargent into us. We issued these shares of Series A preferred stock to these stockholders in reliance upon Section 4(2) of the Securities Act of 1933 as a transaction by an issuer not involving a public offering. Each holder had adequate access to information about our company through his relationship with our company or through information provided to him.

In connection with the GTS merger, which will occur simultaneously with this offering, we will issue an aggregate of shares of our common stock to two entities affiliated with our largest stockholder, five GTS employees, and one additional accredited investor, in exchange for all of the issued and outstanding common stock of GTS. In addition, upon consummation of the GTS merger, we will issue an aggregate of options to three GTS employees in connection with our assumption of all outstanding options to purchase GTS common stock issued by GTS to its employees. These shares and options will be issued in reliance upon Section 4(2) of the Securities Act of 1933 as a transaction by an issuer not involving a public offering. Each holder has or will have adequate access to information about our company through its or his relationship with our company or through information provided to it or him.

We did not, nor do we plan to, pay or give, directly or indirectly, any commission or other remuneration, including underwriting discounts or commissions, in connection with any of the issuances of securities listed above. In addition, each of the certificates issued or to be issued representing the securities in the transactions listed above bears or will bear a restrictive legend permitting the transfer thereof only in compliance with applicable securities laws. The recipients of securities in each of the transactions listed above represented to us or will be required to represent to us their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof. All recipients had or have adequate access, through their employment or other relationship with our company or through other access to information provided by our company, to information about our company.


Item 16.	*Exhibits and Financial Statement Schedules.*

(a) Exhibits


Exhibit
Number			Exhibit

	*1		Form of Underwriting Agreement
	3	.1	Form of Amended and Restated Certificate of Incorporation
	3	.2	Form of Second Amended and Restated Bylaws
	*4	.1	Form of Common Stock Certificate
	4	.2	Second Amended and Restated Stockholders’ Agreement, dated as of March 14, 2007, by and among the Registrant and the stockholders named therein
	5		Form of Opinion of Greenberg Traurig, LLP

II-2


Exhibit
Number			Exhibit

	10	.1	Second Amended and Restated Credit Agreement, dated as of March 14, 2007, by and among the Registrant; the Lenders (as defined therein); LaSalle Bank National Association, as Administrative Agent; and U.S. Bank National Association, as Syndication Agent
	10	.2	Amended and Restated Notes Purchase Agreement, dated as of March 14, 2007, by and among the Registrant; the Guarantors (as defined therein); and the Purchasers (as defined therein)
	10	.3	Stock Purchase Agreement, dated as of October 4, 2006, by and among Sargent Transportation Group, Inc.; the Acquired Entities (as defined therein); and the Sellers (as defined therein)
	10	.4	Purchase Agreement, dated as of February 29, 2008, by and among Michael P. Valentine, Group Transportation Services, Inc., GTS Direct, LLC, and GTS Acquisition Sub, Inc.
	10	.5	Lease Agreement, dated as of July 1, 2005, by and between GTS Services LLC and Group Transportation Services, Inc.
	10	.6	First Amendment to Lease Agreement, dated as of February 29, 2008, by and between GTS Services LLC and Group Transportation Services, Inc.
	*10	.7	Form of Stock Option Agreement
	*10	.8	2008 Incentive Compensation Plan
	*10	.9	Form of Indemnification Agreement
	*10	.10	Agreement and Plan of Merger, dated as of , 2008, by and among the Registrant; GTS Transportation Logistics, Inc.; and Group Transportation Services Holdings, Inc.
	10	.11	Amended and Restated Management and Consulting Agreement, dated as of March 14, 2007, by and among the Registrant, ThayerHidden Creek Management, L.P.; Eos Management, Inc.; and the Companies (as defined therein)
	**21		List of Subsidiaries
	23	.1	Consent of Deloitte & Touche LLP relating to the consolidated financial statements of Roadrunner Transportation Services Holdings, Inc. and subsidiaries (the Successor) and the financial statements of Dawes Transport, Inc. (the Predecessor)
	23	.2	Consent of Deloitte & Touche LLP relating to the combined financial statements of Group Transportation Services, Inc. and GTS Direct, LLC
	23	.3	Consent of Deloitte & Touche LLP relating to the combined financial statements of Sargent Trucking, Inc.; Big Rock Transportation, Inc.; B&J Transportation, Inc.; Midwest Carriers, Inc.; and Smith Truck Brokers, Inc.
	23	.4	Consent of Deloitte & Touche LLP relating to the financial statements of Roadrunner Freight Systems, Inc.
	*23	.5	Consent of Greenberg Traurig, LLP (included in Exhibit 5)
	**24		Power of Attorney of Directors and Executive Officers (included on the signature page of this registration statement)


*		To be filed by amendment.


**		Previously filed.

(b) Financial Statement Schedules

The registrant has not provided any financial statement schedules because the information called for is not required or is shown either in the financial statements or the notes thereto.


Item 17.	*Undertakings.*

The undersigned registrant hereby undertakes to provide to the underwriter, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by

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controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cudahy, State of Wisconsin, on September 11, 2008.

ROADRUNNER TRANSPORTATION SERVICES
HOLDINGS, INC.


	By:	/s/ Mark A. DiBlasi

Mark A. DiBlasi

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment no. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date


/s/ Mark A. DiBlasi Mark A. DiBlasi	President, Chief Executive Officer, and Director (Principal Executive Officer)	September 11, 2008

/s/ Peter R. Armbruster Peter R. Armbruster	Vice President, Chief Financial Officer, Secretary, and Treasurer (Principal Accounting and Financial Officer)	September 11, 2008

/s/ Ivor J. Evans* Ivor J. Evans	Chairman of the Board	September 11, 2008

/s/ Scott D. Rued* Scott D. Rued	Director	September 11, 2008

/s/ Judith A. Vijums* Judith A. Vijums	Director	September 11, 2008

/s/ James J. Forese* James J. Forese	Director	September 11, 2008

/s/ Samuel B. Levine* Samuel B. Levine	Director	September 11, 2008

/s/ Brian D. Young* Brian D. Young	Director	September 11, 2008

/s/ Chris H. Carey* Chris H. Carey	Director	September 11, 2008

By: /s/ Peter R. Armbruster Peter R. Armbruster Attorney-in-Fact*

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Exhibit 3.1

FORM OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC.

Article I

Name

The name of the Corporation is Roadrunner Transportation Services Holdings, Inc. (the “ Corporation ”).

Article II

Registered Office

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

Article III

Purposes

The purpose of the Corporation 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 ”).

Article IV

Capital Stock

1. Authorized Stock . The Corporation shall have authority to issue a total of one hundred fifteen million (115,000,000) shares of capital stock, consisting of (i) one hundred million (100,000,000) shares of common stock, $0.01 par value per share (“ Common Stock ”), and (ii) fifteen million (15,000,000) shares of preferred stock, $0.01 par value per share (“ Preferred Stock ”).

2. Common Stock .

A. General . The voting, dividend, and liquidation rights of the holders of Common Stock are subject to and qualified by the rights, powers, privileges, preferences, and priorities of the holders of Preferred Stock.

B. Voting Rights . Each holder of record of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder’s name on the books of the Corporation. Except as otherwise required by law or this Article IV, the holders of Common Stock and the holders of Preferred Stock shall vote together as a single class on all matters submitted to stockholders for a vote.

C. Dividends . Subject to provisions of law and this Article IV, the holders of Common Stock shall be entitled to receive dividends out of funds legally available therefor at such times and in such amounts as the Board of Directors of the Corporation (the “ Board ”) may determine in its sole discretion.

D. Liquidation . Subject to provisions of law and this Article IV, upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, after the payment or provisions for payment of all debts and liabilities of the Corporation and all preferential amounts to which the holders of the Preferred Stock are entitled with respect to the distribution of assets in liquidation, the holders of Common Stock shall be entitled to share ratably the remaining assets of the Corporation available for distribution.

3. Preferred Stock .

A. General .

1. Issuance of Preferred Stock in Classes or Series . The Preferred Stock of the Corporation may be issued in one or more classes or series at such time or times and for such consideration as the Board may determine. Each class or series shall be so designated as to distinguish the shares thereof from the shares of all other classes and series. Except as to the relative designations, preferences, powers, qualifications, rights, and privileges referred to in this Article IV, in respect of any or all of which there may be variations between different classes or series of Preferred Stock, all shares of Preferred Stock shall be identical. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purpose of voting by classes unless otherwise specifically set forth herein.

2. Authority to Establish Variations Between Classes or Series of Preferred Stock . The Board is expressly authorized, subject to the limitations prescribed by law and the provisions of this Certificate of Incorporation, without stockholder action, to provide, by adopting a resolution or resolutions, for the issuance of the undesignated Preferred Stock in one or more classes or series, each with such designations, preferences, voting powers, qualifications, special or relative rights and privileges as shall be stated in this Certificate of Incorporation or Certificate of Amendment to the Certificate of Incorporation, which shall be filed in accordance with the DGCL, and the resolutions of the Board creating such class or series. The authority of the Board with respect to each such class or series shall include, without limitation of the foregoing, the right to determine and fix:

(a) the distinctive designation of such class or series and the number of shares to constitute such class or series;

(b) the rate at which dividends on the shares of such class or series shall be declared and paid, or set aside for payment, whether dividends at the rate so determined shall be cumulative or accruing, and whether the shares of such class or series shall be entitled to any participating or other dividends in addition to dividends at the rate so determined, and if so, on what terms;

(c) the right or obligation, if any, of the Corporation to redeem shares of the particular class or series of Preferred Stock and, if redeemable, the price, terms, and manner of such redemption;

(d) the special and relative rights and preferences, if any, and the amount or amounts per share, which the shares of such class or series of Preferred Stock shall be entitled to receive upon any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation;

(e) the terms and conditions, if any, upon which shares of such class or series shall be convertible into, or exchangeable for, shares of capital stock of any other class or series, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

(f) the obligation, if any, of the Corporation to retire, redeem, or purchase shares of such class or series pursuant to a sinking fund or fund of a similar nature or otherwise, and the terms and conditions of such obligation;

(g) voting rights, if any, including special voting rights with respect to the election of directors and matters adversely affecting any class or series of Preferred Stock;

(h) limitations, if any, on the issuance of additional shares of such class or series or any shares of any other class or series of Preferred Stock; and

(i) such other preferences, powers, qualifications, special or relative rights and privileges thereof as the Board, acting in accordance with this Certificate of Incorporation, may deem advisable and are not inconsistent with law and the provisions of this Certificate of Incorporation.

Article V

Bylaws

In furtherance and not in limitation of the powers conferred by statute and except as provided herein, the Board shall have the power to adopt, amend, repeal or otherwise alter the bylaws of the Corporation (the “ Bylaws ”) without any action on the part of the stockholders; provided , however , that any Bylaws made by the Board and any and all powers conferred by any of said Bylaws may be amended, altered, or repealed by the stockholders. The Bylaws may only be amended or repealed by the stockholders at an annual or special meeting of the stockholders the notice for which designates that an amendment or repeal of one or more of such sections is to be considered and then only by an affirmative vote of the stockholders holding 66 2/3% of the shares entitled to vote upon such amendment or repeal, voting as a single voting group.

Article VI

Indemnification of Directors

1. Limitation of Liability . No current or former director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except, to the extent provided by applicable law, for liability (i) for 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) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of each current or former director of the Corporation shall be limited or eliminated to the fullest extent permitted by the DGCL as so amended from time to time. Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

2. Indemnification . The Corporation shall, in accordance with this Certificate of Incorporation and the Bylaws, indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently 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), any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “ proceeding ”), by reason of the fact that he or she or a person for whom he or she is the legal representative, is or was a director 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, enterprise, or non profit entity, including service with respect to employee benefit plans (an “indemnitee”), 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. The Corporation shall be required to indemnify an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if the initiation of such proceeding (or part thereof) by the indemnitee was authorized by the Board. Each person who was, is, or becomes a director 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 VI. All rights to indemnification (and the advancement of expenses) under this Article VI shall be deemed to be provided by a contract between the Corporation and the person who serves or has served as a director of the Corporation. Such rights shall be deemed to have vested at the time such person becomes or became a director of the Corporation, and such rights shall continue as to an indemnitee who has ceased to be a director and shall inure to the benefit of the indemnitee’s heirs, executors, and administrators. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

3. A director or any officer of the Corporation shall not be personally liable to the Corporation or its stockholders for the breach of any duty owed to the Corporation or its stockholders except to the extent that an exemption from personal liability is not permitted by the DGCL.

Article VII

Meetings and Keeping of Books

Meetings 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 at such place within or without the State of Delaware as the Bylaws may provide or as may be designated from time to time by the Board.

Article VIII

Directors

1. Number, Term, and Classes of Directors . The current Board consists of eight (8) members. The exact number of directors shall be fixed from time to time by resolution of the Board. The Board shall be divided into three classes designated Class I, Class II, and Class III. The number of directors elected to each class shall be as nearly equal in number as possible. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. Each Class I director shall be elected to an initial term to expire at the 2009 annual meeting of stockholders, each Class II director shall be elected to an initial term to expire at the 2010 annual meeting of stockholders; and each Class III director shall be elected to an initial term to expire at the 2011 annual meeting of stockholders. Upon the expiration of the initial terms of office for each class of directors, the directors of each class shall be elected for a term of three years to serve until their successors are duly elected and qualified or until their earlier resignation, death, or removal from office. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot.

2. Director Vacancies . Any director may resign at any time upon written notice to the Corporation. At a special meeting of stockholders called expressly for that purpose, the entire Board, or any member or members thereof, may be removed, but only for cause by vote for removal of a specific director by stockholders holding at least 66 2/3% of the shares then entitled to vote at an election for directors of the Corporation, voting as a single voting group. The notice of such special meeting must state that the purpose, or one of the purposes, of the meeting is removal of the director or directors, as the case may be. Any newly created directorship or any vacancy occurring in the Board for any cause may be filled by a majority of the remaining members of the Board, although such majority is less than a quorum, or by the sole remaining director, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his or her successor is elected and qualified.

Article IX

Special Meetings of Stockholders

A special meeting of stockholders (a “ Special Meeting ”) for any purpose or purposes may be called at any time only by (i) the Chairman of the Board, or (ii) the Board to be held at such place, date and time as shall be designated in the notice or waiver of notice thereof. Only business within the purposes described in the Corporation’s notice of meeting required by the Bylaws may be conducted at the Special Meeting. The ability of the stockholders to call a Special Meeting is specifically denied. No action shall be taken by the stockholders except at an annual or Special Meeting called in accordance with this Certificate of Incorporation and the Bylaws, and no action shall be taken by the stockholders by written consent without a meeting.

Article X

Special Stockholder Notice Provisions

1. Nominations for Directorship Positions . Any stockholder or stockholders of the Corporation who wish to nominate a person or persons for election to the Board must deliver written notice to the Secretary of the Corporation in accordance with the provisions set forth in the Bylaws.

2. Business at Stockholders’ Meetings . Any stockholder or stockholders of the Corporation who wish to place business before a meeting of the stockholders, other than nominations for election to the Board, must deliver written notice to the Secretary of the Corporation in accordance with the provisions set forth in the Bylaws.

Article XI

Special Stockholder Voting Requirements

Articles IX, X, XI and XII of this Certificate of Incorporation may only be amended or repealed by an affirmative vote of at least 80% of the outstanding shares of all capital stock entitled to vote upon such amendment or repeal, voting as a single voting group, unless such amendment or repeal or is declared advisable by the Board by the affirmative vote of at least seventy-five percent (75%) of the entire Board, notwithstanding the fact that a lesser percentage may be specified by the DGCL.

Article XII

Amendment

Except as expressly provided herein, the Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation, or any amendment thereto, in the manner now or hereafter provided by statute, and any and all rights conferred upon the stockholders herein is subject to this reservation.

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed by the President of the Corporation this day of September, 2008, and affirm that the statements made herein are true under the penalties of perjury.




		Mark A. DiBlasi, President

Exhibit 3.2

FORM OF

SECOND AMENDED AND RESTATED BYLAWS

ROADRUNNER TRANSPORTATION SERVICES HOLDINGS, INC.

Article 1
Stockholders

1.1 Place of Meetings . Meetings of stockholders shall be held at the place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time.

1.2 Annual Meetings . Annual meetings of stockholders shall be held at such time and place as determined by the Board of Directors, at which time they shall elect a Board of Directors and transact any other business as may properly be brought before the meeting.

1.3 Special Meetings . A special meeting of stockholders (a “ Special Meeting ”) for any purpose or purposes may be called at any time only by (i) the Chairman of the Board of Directors, or (ii) the Board of Directors to be held at such place, date and time as shall be designated in the notice or waiver of notice thereof. Only business within the purposes described in the Corporation’s notice of meeting required by Section 1.4 may be conducted at the Special Meeting. The ability of the stockholders to call a Special Meeting is specifically denied.

1.4 Notice of Meetings . Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Corporation’s Certificate of Incorporation, or these Bylaws, the written notice of any meeting shall be given no less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation.

1.5 Adjournments . Any meeting of stockholders, 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. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

1.6 Quorum . Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.5 of these Bylaws until a quorum shall attend. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

1.7 Organization . Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his or her absence by the Vice 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 of Directors, or in the absence of such designation, by a chairman chosen at the meeting. The 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.

1.8 Voting; Proxies . Except as otherwise provided by the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the Certificate of Incorporation, or these Bylaws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock entitled to vote thereon which are present in person or represented by proxy at the meeting.

1.9 Fixing Date for Determination of Stockholders of Record . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders 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 change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (b) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (c) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. 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; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

1.10 List of Stockholders Entitled to Vote . The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, 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 time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

1.11 Action by Consent of Stockholders . No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, and no action shall be taken by the stockholders by written consent without a meeting.

1.12 Notice of Stockholder Business; Nominations .

(a) Annual Meetings of Stockholders . Nominations of one or more individuals to the Board of Directors of the Corporation (each, a “ Nomination ,” and more than one, “ Nominations ”) and the proposal of business other than Nominations (“ Business ”) to be considered by the stockholders of the Corporation may be made at an annual meeting of stockholders only (1) pursuant to the Corporation’s notice of meeting or any supplement thereto (provided, however, that reference in the Corporation’s notice of meeting to the election of directors or to the election of members of the Board of Directors of the Corporation shall not include or be deemed to include Nominations), (2) by or at the direction of the Board of Directors of the Corporation, or (3) by any stockholder of the Corporation who was a stockholder of record of the Corporation at the time the notice provided for in this Section 1.12 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting, and who complies with the notice procedures set forth in this Section 1.12.

(b) Special Meetings of Stockholders . Only such Business shall be conducted at a special meeting of stockholders of the Corporation as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting; provided, however, that reference in the Corporation’s notice of meeting to the election of directors or to the election of members of the Board of Directors of the Corporation shall not include or be deemed to include Nominations. Nominations may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors of the Corporation or (2) provided that the Board of Directors of the Corporation has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 1.12 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election, and who complies with the notice procedures set forth in this Section 1.12. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors of the Corporation, any such stockholder entitled to vote in such election of directors may make Nominations of one or more individuals (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 1.12(c)(1) shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation in accordance with Section 1.12(c)(1)(E).

(c) Stockholder Nominations and Business . For Nominations and Business to be properly brought before an annual meeting by a stockholder pursuant to Section 1.12(a)(3), the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation in compliance with this Section 1.12, and any such proposed Business must constitute a proper matter for stockholder action. For Nominations to be properly brought before a special meeting by a stockholder pursuant to Section 1.12(b)(2), the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation in compliance with this Section 1.12.

(1) Stockholder Nominations .

(A) Only individual(s) subject to a Nomination made in compliance with the procedures set forth in this Section 1.12 shall be eligible for election at an annual or special meeting of stockholders of the Corporation, and any individual(s) subject to a Nomination not made in compliance with this Section 1.12 shall not be considered nor acted upon at such meeting of stockholders.

(B) For Nominations to be properly brought before an annual or special meeting of stockholders of the Corporation by a stockholder pursuant to Section 1.12(a)(3) or Section 1.12(b)(2), respectively, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation at the principal executive offices of the Corporation pursuant to this Section 1.12. To be timely, the stockholder’s notice must be delivered to the Secretary of the Corporation as provided in Section 1.12(c)(1)(C) or Section 1.12(c)(1)(D), in the case of an annual meeting of stockholders of the Corporation, and Section 1.12(c)(1)(E), in the case of a special meeting of stockholders of the Corporation, respectively.

(C) In the case of an annual meeting of stockholders of the Corporation, to be timely, any Nomination made pursuant to Section 1.12(a)(3) shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the one hundred twentieth (120th) day nor earlier than the close of business on the one hundred fiftieth (150th) day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred fiftieth (150th) day prior to such annual meeting and not later than the close of business on the later of the one hundred twentieth (120th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholders of the Corporation commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(D) Notwithstanding Section 1.12(c)(1)(C), in the event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting of stockholders of the Corporation is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, the stockholder’s notice required by this Section 1.12 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(E) In the case of a special meeting of stockholders of the Corporation, to be timely, any Nomination made pursuant to Section 1.12(b)(2) shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the one hundred fiftieth (150th) day prior to such special meeting and not later than the close of business on the later of the one hundred twentieth (120th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of such special meeting and of the nominees proposed by the Board of Directors of the Corporation to be elected at such special meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting of stockholders of the Corporation commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(F) A stockholder’s notice of Nomination(s) pursuant to Section 1.12(a)(3) or Section 1.12(b)(2) shall set forth: (i) as to any Nomination to be made by such stockholder, (a) all information relating to the individual subject to such Nomination that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), without regard to the application of the Exchange Act to either

the Nomination or the Corporation, and (b) such individual’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected; and (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the Nomination is made (a) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (b) the class, series, and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (c) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and such stockholder (or a qualified representative of the stockholder) intends to appear in person or by proxy at the meeting to propose such Nomination, and (d) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the individual subject to the Nomination and/or (2) otherwise to solicit proxies from stockholders of the Corporation in support of such Nomination. The Corporation may require any individual subject to such Nomination to furnish such other information as it may reasonably require to determine the eligibility of such individual to serve as a director of the Corporation.

(2) Stockholder Business .

(A) Only such Business shall be conducted at an annual or special meeting of stockholders of the Corporation as shall have been brought before such meeting in compliance with the procedures set forth in this Section 1.12, and any Business not brought in accordance with this Section 1.12 shall not be considered nor acted upon at such meeting of stockholders; provided, however, that if the Business is otherwise subject to Rule 14a-8 (or any successor thereto) promulgated under the Exchange Act (“ Rule 14a-8 ”), the notice requirements of this Section 1.12(c)(2) shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his, her, or its intention to present such Business at an annual meeting of stockholders of the Corporation in accordance with Rule 14a-8, and such Business has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(B) In the case of an annual meeting of stockholders of the Corporation, to be timely, any such written notice of a proposal of Business pursuant to Section 1.12(a)(3) shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the one hundred twentieth (120th) day nor earlier than the close of business on the one hundred fiftieth (150th) day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred fiftieth (150th) day prior to such annual meeting and not later than the close of business on the later of the one hundred twentieth (120th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholders of the Corporation commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C) A stockholder’s notice of a proposal of Business pursuant to Section 1.12(a)(3) shall set forth: (i) as to the Business proposed by such stockholder, a brief description of the Business desired to be brought before the meeting, the text of the proposal or Business (including the text of any resolutions proposed for consideration and in the event that such Business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such Business at the meeting and any material interest in such Business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (a) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (b) the class, series, and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (c) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and such

stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the meeting to propose such Business, and (d) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposed Business and/or (2) otherwise to solicit proxies from stockholders of the Corporation in support of such Business.

(d) General .

(1) Except as otherwise provided by law, the chairman of the meeting of stockholders of the Corporation shall have the power and duty (a) to determine whether a Nomination or Business proposed to be brought before such meeting was made or proposed in accordance with the procedures set forth in this Section 1.12 and (b) if any proposed Nomination or Business was not made or proposed in compliance with this Section 1.12, to declare that such Nomination or Business shall be disregarded or that such proposed Nomination or Business shall not be considered or transacted. Notwithstanding the foregoing provisions of this Section 1.12, if the stockholder (or a qualified representative of such stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a Nomination or Business, such Nomination or Business shall be disregarded and such Nomination or Business shall not be considered or transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(2) For purposes of this Section 1.12, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service, or in a document publicly filed by the Corporation with the Securities and Exchange Commission.

(3) Nothing in this Section 1.12 shall be deemed to affect (A) the rights or obligations, if any, of stockholders of the Corporation to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 (to the extent that the Corporation or such proposals are subject to Rule 14a-8), or (B) the rights, if any, of the holders of any series of preferred stock of the Corporation to elect directors pursuant to any applicable provisions of the certificate of incorporation of the Corporation.

Article 2
Board of Directors

2.1 Number; Qualifications . The number of directors of the Corporation shall be fixed from time to time by resolution of the Board of Directors; provided , however , no director’s term shall be shortened by reason of a resolution reducing the number of directors. Directors must be natural persons who are 18 years of age or older but need not be residents of the State of Delaware, stockholders of the Corporation, or citizens of the United States.

2.2 Staggered Board; Term . The Board of Directors shall be divided into three classes designated Class I, Class II, and Class III. The number of directors elected to each class shall be as nearly equal in number as possible. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. Each Class I director shall be elected to an initial term to expire at the 2009 annual meeting of stockholders, each Class II director shall be elected to an initial term to expire at the 2010 annual meeting of stockholders; and each Class III director shall be elected to an initial term to expire at the 2011 annual meeting of stockholders. Upon the expiration of the initial terms of office for each class of directors, the directors of each class shall be elected for a term of three years to serve until their successors are duly elected and qualified or until their earlier resignation, death, or removal from office. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

2.3 Resignation; Removal; Vacancies . Any director may resign at any time upon written notice to the Corporation. At a special meeting of stockholders called expressly for that purpose,

the entire Board of Directors, or any member or members thereof, may be removed, but only for cause by vote for removal of a specific director by stockholders holding at least 66 2/3% of the shares then entitled to vote at an election for directors of the Corporation, voting as a single voting group. The notice of such special meeting must state that the purpose, or one of the purposes, of the meeting is removal of the director or directors, as the case may be. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by the sole remaining director, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his or her successor is elected and qualified.

2.4 Regular Meetings . Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined, notices thereof need not be given.

2.5 Special Meetings . Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four (24) hours before the special meeting.

2.6 Telephonic Meetings Permitted . Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof 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 a meeting pursuant to this Section 2.6 shall constitute presence in person at such meeting.

2.7 Quorum; Vote Required for Action . At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the Certificate of Incorporation or these Bylaws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

2.8 Organization . Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his or her absence by the Vice Chairman of the Board, if any, or in his or her absence by the President, or in their absence by a chairman chosen at the meeting. The 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.

2.9 Informal Action by Directors . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, without prior notice and without a vote, if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if such minutes are maintained in paper form and shall be in electronic form if such minutes are maintained in electronic form.

Article 3
Committees

3.1 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 two or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they

constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, 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, and may authorize the seal of the Corporation to be affixed to all pages which may require it.

3.2 Committee Rules . Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter, and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article 2 of these Bylaws.

Article 4
Officers

4.1 Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies . The Board of Directors shall elect a Chief Executive Officer, President, Secretary, and Treasurer, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also elect one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as the Board of Directors deems necessary. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

4.2 Powers and Duties of Executive Officers . The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective officers, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent, or employee to give security for the faithful performance of his or her duties.

Article 5
Stock

5.1 Certificates .

(a) The Corporation is authorized to issue shares of common stock of the Corporation in certificated or uncertificated form. The shares of the common stock of the Corporation shall be registered on the books of the Corporation in the order in which they shall be issued. Any certificates for shares of the common stock, and any other shares of capital stock of the Corporation represented by certificates, shall be numbered, shall be signed by (i) the Chairman of the Board of Directors, the President, or a Vice President, and (ii) the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer. Any or all of the signatures on a certificate may be a facsimile signature. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he, she, or it were such officer, transfer agent, or registrar at the date of issue. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send, or cause to be sent, to the record owner thereof a written statement setting forth the name of the Corporation, the name of the stockholder, the number and class of shares, and a summary of the designations, relative rights, preferences, and limitations applicable to such class of shares and the variations in rights, preferences, and limitations

determined for each series within a class (and the authority of the Board of Directors to determine variations for future series), and a full statement of any restrictions on the transfer or registration of such shares. Each stock certificate must set forth the same information or, alternatively, may state conspicuously on its front or back that the Corporation will furnish the stockholders a full statement of this information on request and without charge. Every stock certificate representing shares that are restricted as to the sale, disposition, or transfer of such shares shall also indicate that such shares are restricted as to transfer and there shall be set forth or fairly summarized upon the certificate, or the certificate shall indicate that the Corporation will furnish to any stockholders upon request and without charge, a full statement of such restriction. If the Corporation issues any certificated shares that are not registered under the Securities Act of 1933, as amended, and registered or qualified under the applicable state securities laws, the transfer of any such shares shall be restricted substantially in accordance with the following legend:

“THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.”

(b) No certificate representing shares of stock shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) To the extent permitted by law, the Board of Directors may authorize the issuance of certificates or uncertificated shares representing fractions of a share of stock that shall entitle the holder to exercise voting rights, receive dividends, and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share of stock as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares of stock, but such scrip shall not entitle the holder to any rights of a stockholder, except as therein provided.

5.2 Lost, Stolen, or Destroyed Stock Certificates; Issuance of New Certificates . The Board of Directors may require from any person who claims their stock certificate has been lost, stolen, or destroyed an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The Board of Directors may, in its discretion and as a condition precedent to the issuance of either a new stock certificate or uncertificated shares, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

5.3 Transfer of Shares .

(a) Transfers of shares shall be made upon the books of the Corporation (i) only by the holder of record thereof, or by a duly authorized agent, transferee or legal representative and (ii) in the case of certificated shares, upon the surrender to the Corporation of the certificate or certificates for such shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable, or other claim to, or interest in, such share or shares of stock on the part

of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Article 6
Indemnification

6.1 Right to Indemnification . The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently 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), any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “ proceeding ”), by reason of the fact that he or she or a person for whom he or she is the legal representative, is or was a director or officer 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, enterprise, or nonprofit entity, including service with respect to employee benefit plans (an “ indemnitee ”), 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. The Corporation shall be required to indemnify an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if the initiation of such proceeding (or part thereof) by the indemnitee was authorized by the Board of Directors of the Corporation.

6.2 Prepayment of Expenses . The Corporation shall pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise.

6.3 Claims . If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty (60) days after a written claim therefor by the indemnitee has been received by the Corporation, the indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law.

6.4 Nonexclusivity of Rights . The rights conferred on any person by this Article 6 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders, or disinterested directors or otherwise.

6.5 Other Indemnification . The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise, or nonprofit enterprise.

6.6 Nature of Indemnification Rights; Amendment or Repeal . Each person who was, is, or becomes a director or officer 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 6. All rights to indemnification (and the advancement of expenses) under this Article 6 shall be deemed to be provided by a contract between the Corporation and the person who serves or who has served as a director or officer of the Corporation. Such rights shall be deemed to have vested at the time such person becomes or became a director or officer of the Corporation, and such rights 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. Any repeal or modification of the foregoing provisions of this Article 6 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

6.7 Insurance for Indemnification . 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 another 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 Section 145 of the Delaware General Corporation Law.

Article 7
Miscellaneous

7.1 Fiscal Year . The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

7.2 Seal . The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

7.3 Notices . Except as may otherwise be required by law, the Certificate of Incorporation or these Bylaws, any notice to the Corporation, any stockholder or director must be in writing and may be transmitted by: mail, private carrier or personal delivery; telegraph or teletype; or telephone, wire or wireless equipment which transmits a facsimile of the notice. Written notice by the Corporation to its stockholders shall be deemed effective when mailed, if mailed with first-class postage prepaid and correctly addressed to the stockholder’s address shown in the Corporation’s current record of stockholders. Except as set forth in the previous sentence, written notice shall be deemed effective at the earliest of the following: (a) when received; (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed with first-class postage, prepaid, and correctly addressed; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and receipt is signed by or on behalf of the addressee; or (d) if sent to a stockholder’s address, telephone number, or other number appearing on the records of the Corporation, when dispatched by telegraph, teletype or facsimile equipment.

7.4 Waiver of Notice of Meetings of Stockholders, Directors, and Committees . Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a 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. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

7.5 Interested Directors; Quorum . No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: (a) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts as to his or her relationship or interest and as to the contract or

transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

7.6 Form of Records . Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

7.7 Amendment of Bylaws .

(a) These Bylaws may only be amended or repealed by the stockholders at an annual or special meeting of the stockholders the notice for which designates that an amendment or repeal of one or more of such sections is to be considered and then only by an affirmative vote of the stockholders holding 66 2/3% of the shares entitled to vote upon such amendment or repeal, voting as a single voting group.

(b) The Board of Directors shall have the power to amend or repeal these Bylaws of, or adopt new bylaws for, the Corporation. However, any such bylaws, or any alternation, amendment or repeal of these Bylaws, may be subsequently amended or repealed by the stockholders as provided in Article 7, Section 7.7(a) of these Bylaws.

Exhibit 4.2

ROADRUNNER DAWES, INC.

SECOND AMENDED AND RESTATED
STOCKHOLDERS’ AGREEMENT

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT is made as of this 14 ^th day of March, 2007, by and among (i) Roadrunner Dawes, Inc., a Delaware corporation (the “ Company ”); (ii) Thayer Equity Investors V, L.P., a Delaware limited partnership (“ Thayer ”); (iii) Sankaty Credit Opportunities, L.P., (“ COPS ”); (iv) Sankaty Credit Opportunities II, L.P. (“ COPS II ”); (v) RGIP, LLC (“ RGIP ”); (vi) Eos Capital Partners III, L.P. (“ Eos ”); (vii) Eos Partners, L.P. (“ Eos II ”); (viii) American Capital Strategies, Ltd. (“ ACAS ”), (ix) American Capital Equity I, LLC (“ American Capital ”), (x) TC Roadrunner-Dawes Holdings, L.L.C. (“ Roadrunner Dawes Co-Invest ”); (xi) TC Sargent Holdings, L.L.C. (“ Sargent Co-Invest ”); and (xii) K&E Investment Partners, L.P. — 2005 DIF (“ K&E ”).

Recitals

A. Thayer, COPS, COPS II, RGIP, Eos, Eos II, ACAS, American Capital and Roadrunner Dawes Co-Invest (collectively the “ Existing Roadrunner Dawes Stockholders ”), the holders of an aggregate 1,892 shares of the Company’s Class B Common Stock (as hereinafter defined) and 80,658 shares of the Company’s Class A Common Stock (as hereinafter defined), together with the Company, are parties to that certain Amended and Restated Stockholders’ Agreement dated as of June 6, 2005 (as amended, the “ Existing Roadrunner Dawes Stockholders’ Agreement ”).

B. The Company and Thayer are also parties to various Subscription and Stockholders’ Agreements with the holders of an aggregate of approximately 1,865 shares of the Company’s Class A Common Stock.

C. Pursuant to that certain Agreement and Plan of Merger, dated as of March ___, 2007 (the “ Merger Agreement ”), among the Company, Sargent Transportation, LLC (“ Acquisition Sub ”), and Sargent Transportation Group, Inc., a Delaware corporation (“ Sargent ”), (i) Sargent will be merged with and into Acquisition Sub (the “ Merger ”), and (ii) Thayer, Sargent Co-Invest and K&E (collectively the “ Existing Sargent Stockholders ”) will receive an aggregate of 16,904.5 newly issued shares of the Company’s Class A Common Stock.

D. The Existing Sargent Stockholders, together with Sargent, are parties to (i) that certain Stockholders Agreement, dated as of October 4, 2006 (the “ Sargent Stockholders Agreement ”), and (ii) that certain Registration Rights Agreement, dated as of October 4, 2006 (the “ Sargent Registration Rights Agreement ”).

E. The parties hereto desire that, upon the effectiveness of the Merger, (i) the Sargent Stockholders Agreement and the Sargent Registration Rights Agreement be terminated, (ii) the Existing Stockholders join and become bound by this Agreement, and (iii) the Existing Roadrunner Dawes Stockholders’ Agreement be amended and restated to read in its entirety as set forth herein.

F. The Existing Roadrunner Dawes Stockholders not Affiliated with Thayer also desire to evidence their approval of the Merger pursuant to Section 9 of the Existing Roadrunner Dawes Stockholders’ Agreement.

G. Schedule 1 hereto sets forth the outstanding capital stock of the Company immediately after the Merger.

H. The directors of the Company, having considered the provisions of this Agreement, have resolved that, in their opinion, the restrictions upon the transfer of the Shares, and the establishment of rights and obligations upon the occurrence of certain events, all as hereinafter set forth, are in the best interest of the Company and its stockholders.

Agreement

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties hereto agree that effective upon the consummation of the Merger, the Existing Roadrunner Dawes Stockholders’ Agreement is amended and restated in its entirety to read as follows:

1. Interpretation of this Agreement.

(a) Terms Defined . As used in this Agreement, the following terms when used in this Agreement have the meanings set forth below:

“ 10% Holder ” shall have the meaning given it in Section 9 of this Agreement.

“ ACAS ” shall have the meaning given to it in the first sentence of this Agreement.

“ ACAS Representative ” shall have the meaning given to it in Section 2(d) of this Agreement.

“ ACAS Stockholder ” means each of ACAS and American Capital and shall include any transferees of Shares held by ACAS or American Capital other than the Company, Thayer or its Affiliates, Sankaty or its Affiliates and Eos and its Affiliates (collectively the “ ACAS Stockholders ”).

“ Acquisition Sub ” shall have the meaning given to it in the recitals to this Agreement.

“ Affiliate ” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract or otherwise. Without limitation, any director, executive officer of beneficial owner of ten percent (10%) or more of the equity of a Person shall for the purposes of this Agreement, be deemed to control the other Person; provided , however , that except with respect to Section 9 , a portfolio company or portfolio investment owned by an Investor Stockholder, Thayer or any of their respective affiliates shall not be deemed an “Affiliate” of such Investor Stockholder, Thayer or any of their respective affiliates for purposes of this Agreement.

“ Agreement ” means this Amended and Restated Stockholders’ Agreement, as amended, modified or supplemented from time to time.

“ American Capital ” shall have the meaning given to it in the first sentence of this Agreement.

“ Applicable Percentage ” shall mean the fraction (expressed as a percentage), the numerator of which is the aggregate number of shares of Common Stock owned by each Investor Stockholder and the denominator of which is the aggregate number of shares of Common Stock owned by the Investor Stockholders, the Thayer Stockholders, and all other Persons subject to an agreement that provides such Persons with “tag along” rights comparable to those set forth in Section 6 hereof.

“ Authorization Period ” shall have the meaning given to it in Section 3(b) of this Agreement.

“ Board ” means the Board of Directors of the Company.

“ Buyer ” shall have the meaning given to it in Section 5(a) of this Agreement.

“ Class A Common Stock ” means the Company’s voting class A common stock, par value $0.01 per share.

“ Class B Common Stock ” means the Company’s non-voting class B common stock, par value $0.01 per share.

“ Common Stock ” means the Class A Common Stock and the Class B Common Stock.

“ Company ” shall have the meaning given to it in the first sentence of this Agreement.

“ Company Information ” means Confidential Information and Trade Secrets.

“ Confidential Information ” means confidential data and confidential information relating to the business of the Company or any of its Subsidiaries (which does not rise to the status of a Trade Secret under applicable law) which is or has been disclosed to the Investor Stockholders or of which the Investor Stockholders became aware in connection with or as a consequence of their investment in the Company and which has value to the Company. Confidential Information shall not include any data or information that (i) is or becomes generally available to the public through no act or omission of the Investor Stockholders, (ii) is obtained by the Investor Stockholders in good faith from a third party who discloses such information to the Investor Stockholders on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed, or (iii) is independently developed by the Investor Stockholders without use of Confidential Information or Trade Secrets.

“ COPS ” and “ COPS II ” shall have the meaning given to them in the first sentence of this Agreement.

“ Demand Registration ” shall have the meaning given to it in Section 8(a) of this Agreement.

“ Drag-Along Notice ” shall have the meaning given to it in Section 5(b) of this Agreement.

“ Eligible Employee Issuance ” means an issuance of options to acquire common stock of the Company pursuant to any equity incentive plan or plans approved by the Board up to an aggregate number of shares equal to 18% of the Company’s fully diluted share ownership as of the date hereof.

“ Eos ” and “ Eos II ” shall have the meaning given to them in the first sentence of this Agreement.

“ Eos Representatives ” shall have the meaning given to it in Section 2(d) of this Agreement.

“ Eos Stockholder ” means each of Eos and Eos II (collectively the “ Eos Stockholders ”) and shall include any transferees of Shares held by the Eos Stockholders other than the Company, Thayer or its Affiliates, Sankaty or its Affiliates and ACAS and its Affiliates.

“ Exempt Issuance ” means an issuance of New Stock or New Securities by the Company:

(i) as a pro rata stock dividend or other distribution in respect of, or upon any subdivision or combination of, the Company’s capital stock as a result of which there is no change in the relative ownership interest or rights of the holders of the Company’s capital stock;

(ii) to any employee of the Company or one of its Subsidiaries pursuant to an Eligible Employee Issuance or an additional 5% of the Company’s fully diluted share ownership as of the date hereof for sale to employees;

(iii) in connection with any transfer to the public pursuant to a Qualified Public Offering;

(iv) in connection with the acquisition by the Company or any of its Subsidiaries of any Person or business approved by the Board; and

(v) in connection with equipment or debt financing or leases (including securities issued in consideration of guarantees of such financing or such leases), not to exceed 5% in the aggregate of the outstanding capital stock of the Company as of the date hereof.

“ Exempt Transfers ” shall have the meaning given to it in Section 3(a) of this Agreement.

“ Existing Roadrunner Dawes Stockholders’ Agreement ” shall have the meaning given to it in the recitals to this Agreement.

“ Existing Roadrunner Dawes Stockholders ” shall have the meaning given to it in the recitals to this Agreement.

“ Existing Sargent Stockholders ” shall have the meaning given to it in the recitals to this Agreement.

“ Independent Third Party ” means any Person who, prior to the occurrence of a Liquidity Event, does not own in excess of 5% of the Company’s Common Stock on a fully diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of the Company’s Common Stock and who is not the spouse, ancestor or descendant (by birth or adoption) of any such 5% owner of the Company’s Common Stock.

“ Investor Stockholders ” means the ACAS Stockholders, the Eos Stockholders, the Sankaty Stockholders and K&E, and each individually an “Investor Stockholder.”

“ K&E ” shall have the meaning given to it in the first sentence of this Agreement.

“ Liquidity Event ” means any one or more of the following events: (a) any voluntary or involuntary liquidation, dissolution or winding up of the Company, other than any dissolution or winding up in connection with any reincorporation of the Company in another jurisdiction, or (b) the Sale of the Company.

“ Management Agreement ” shall mean the Amended and Restated Management and Consulting Agreement, dated on or about the date hereof, among Thayer Capital Management, L.P., Eos Management, Inc., and the Company’s operating Subsidiaries, in the form attached as Exhibit E to the Merger Agreement, as amended, modified or supplemented from time to time.

“ Merger Agreement ” shall have the meaning given to it in the recitals to this Agreement.

“ Merger ” shall have the meaning given to it in the recitals to this Agreement.

“ New Securities ” shall have the meaning given to it in Section 7(a) of this Agreement.

“ New Stock ” shall have the meaning given to it in Section 7(a) of this Agreement.

“ Notice of Transfer ” shall have the meaning given to it in Section 6(b) of this Agreement.

“ Other Stockholders ” means any holder of Common Stock other than the Thayer Stockholders or the Investor Stockholders.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“ Preemptive Rights Notice ” shall have the meaning given to it in Section 7(a) of this Agreement.

“ Qualified Public Offering ” means the underwritten public sale of Common Stock pursuant to a registration statement that has become effective under the Securities Act, the net proceeds of which sale to the Company are at least $25 million.

“ Registration Expenses ” shall have the meaning given to it in Section 8(f) of this Agreement.

“ Restricted Affiliate ” shall have the meaning given to it in Section 9 of this Agreement.

“ RGIP ” shall have the meaning given to it in the first sentence of this Agreement.

“ Roadrunner Dawes Co-Invest ” shall have the meaning given to it in the first sentence of this Agreement.

“ Sale Notice ” shall have the meaning given to it in Section 3(b) of this Agreement.

“ Sale of the Company ” shall mean (a) the sale of all, or substantially all, of the Company’s consolidated assets in any single transaction or series of related transactions to an Independent Third Party or a group of affiliated Independent Third Parties; (b) the sale or issuance, or series of related sales or issuances, of Common Stock possessing the ordinary voting power (on a fully diluted basis) to elect a majority of the Board to an Independent Third Party or a group of affiliated Independent Third Parties; (c) the consummation of a Qualified Public Offering; or (d) any merger or consolidation of the Company with or into another corporation or other business entity (regardless of which entity is the surviving corporation) if, after giving effect to such merger or consolidation the holders of the Company’s voting securities (on a fully diluted basis) immediately prior to the merger or consolidation own voting securities of the surviving or resulting corporation or other business entity representing less than a majority of the ordinary voting power to elect directors of the surviving or resulting corporation (on a fully diluted basis).

“ Sankaty Stockholder ” means each of COPS, COPS II and RGIP (collectively the “ Sankaty Stockholders ”) and shall include any transferees of Shares held by the Sankaty Stockholders other than the Company, Thayer or its Affiliates, Eos or its Affiliates and ACAS or its Affiliates.

“ Sargent ” shall have the meaning given to it in the recitals to this Agreement.

“ Sargent Co-Invest ” shall have the meaning given to it in the first sentence of this Agreement.

“ Sargent Registration Rights Agreement ” shall have the meaning given to it in the recitals to this Agreement.

“ Sargent Stockholders Agreement ” shall have the meaning given to it in the recitals to this Agreement.

“ SEC ” shall have the meaning given to it in Section 8(c) of this Agreement.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Shares ” shall mean all shares of Common Stock, and all securities exercisable for, convertible into or exchangeable for Common Stock. For purposes of this Agreement: (i) each Person shall be deemed to own or control that number of shares of Common Stock then directly or indirectly owned or controlled by such Person, plus that number of shares of Common Stock into or for which any securities then directly or indirectly owned or controlled by such Person are then, directly or indirectly,

convertible, exercisable or exchangeable; and (ii) references in this Agreement to “shares” other than Common Stock shall be deemed to refer to the number of shares of Common Stock into or for which any securities then directly or indirectly owned or controlled by the applicable Person are then, directly or indirectly, convertible, exercisable or exchangeable. Except as expressly provided herein, all Shares will continue to be Shares in the hands of any transferee of any Person, other than (x) the Company, (y) Thayer and/or any of its Affiliates, and (z) purchasers pursuant to an offering registered with the Securities and Exchange Commission pursuant to the Securities Act or purchasers pursuant to a public sale through a market-maker, broker or dealer under Rule 144 (or any successor rule) promulgated under the Securities Act.

“ Subsidiary ” when used with respect to any Person means any other Person, whether incorporated or unincorporated, of which (a) more than 50% of the securities or other ownership interests or (b) securities or other interests having by their terms ordinary voting power to elect more than 50% of the board of directors or others performing similar functions with respect to such corporation or other organization, is directly owned or controlled by such Person or by any one or more of its Subsidiaries; provided , however , except with respect to Section 9 , that a portfolio company or portfolio investment owned by an Investor Stockholder, Thayer or any of their respective affiliates shall not be deemed a “Subsidiary” of such Investor Stockholder, Thayer or any of their respective affiliates for purposes of this Agreement.

“ Thayer ” shall have the meaning given to it in the first sentence of this Agreement.

“ Thayer Stockholder ” means each of Thayer, Roadrunner Co-Invest and Sargent Co-Invest (collectively the “ Thayer Stockholders ”) and shall include any transferee of Shares held by the Thayer Stockholders which is an Affiliate of Thayer.

“ Trade Secrets ” means information of the Company and its Subsidiaries including, but not limited to, technical or nontechnical data, formulae, methods, programs, financial data, financial plans, product or service plans or lists of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

“ Transferring Stockholder ” shall have the meaning given to it in Section 3(b) of this Agreement.

“ Transfer Shares ” shall have the meaning given to it in Section 3(b) of this Agreement.

“ Wholly-Owned Subsidiary ” means any Subsidiary in which (other than directors’ qualifying shares required by law) one hundred percent (100%) of equity securities, at the time as of which any determination is being made, is owned, beneficially and of record, by the Company, or by one or more of the other Wholly-Owned Subsidiaries, or both.

(b) Interpretation . Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in masculine, feminine or neuter gender shall include the masculine, feminine and the neuter.

2. Information Rights.

(a) Information Rights . As long as (i) COPS and COPS II, (ii) Eos and Eos II, or (iii) ACAS and American Capital own at least 20% of the aggregate number of Shares held by such Investor Stockholders as of the date hereof, such Investor Stockholders shall (as applicable) severally be entitled to receive, and the Company shall deliver to such Investor Stockholder, at the times specified, the following reports:

(i) as soon as available, and in any event within thirty (30) days after the end of each month, commencing July 2007, a consolidated balance sheet for the Company as of the end of such month and the related consolidated statements of income for the month and year to date;

(ii) as soon as practicable, but in any event within sixty (60) days after the end of each of the first three (3) quarters of each fiscal year of the Company, (x) an unaudited consolidated profit or loss statement for such fiscal quarter, a consolidated unaudited balance sheet as of the end of such fiscal quarter, and an unaudited statement of consolidated cash flows for such quarter, and (y) if otherwise prepared for any purpose, a management’s discussion and analysis of the Company’s results of operations for such quarter.

(iii) as soon as available, but not later than one hundred and five (105) days after the end of such fiscal year, a consolidated balance sheet of the Company as of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, prepared in accordance with U.S. generally accepted accounting principles and audited by a recognized firm of independent public accountants selected by the Board;

(iv) promptly upon sending, making available or mailing the same, all press releases, reports and financial statements that the Company sends or makes available generally to its stockholders and/or creditors;

(v) promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations and inquiries that are likely to materially adversely affect the Company;

(vi) promptly after receipt thereof, notice of all “Events of Default” under the Company’s senior and/or subordinated loan agreements;

(vii) as soon as available and in any event no later than thirty (30) days after the last day of each fiscal year of the Company, projections of the Company’s (and its Subsidiaries’) consolidated financial performance for the then current fiscal year on a month by month basis; and

(viii) promptly, from time to time, such other material information regarding the business, prospects, financial condition, operations, property or affairs of the Company and its Subsidiaries as such Investor Stockholder reasonably may request.

Each Investor Stockholder which qualifies as a “Venture Capital Operating Company” shall have the right to consult with and advise Thayer and, subject to the approval of Thayer (which approval shall not be unreasonably withheld) the other management of the Company and its Subsidiaries, upon reasonable notice at any time and from time to time, on all matters relating to the operation of the Company and its Subsidiaries.

(b) Confidentiality . Except as required by applicable law (including regulations promulgated thereunder) or court order, the Investor Stockholders (i) will receive and hold all Company Information in strictest confidence, (ii) will use reasonable care to protect the Company Information from improper disclosure, and (iii) will not, directly or indirectly, use or disclose any Company Information except in the interest of and for the benefit of the Company. The provisions of this Section 2(b)(ii) shall survive the termination of this Agreement (x) for a period of 18 months with respect to Confidential Information, and (y) with respect to Trade Secrets, for so long as any such information qualifies as a Trade Secret under applicable law.

(i) The obligations of the Company to furnish information to the Investor Stockholders pursuant to Section 2(a) , shall terminate upon the earlier to occur of (x) a Qualified Public Offering, or (y) such time as the Company otherwise becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

(ii) The obligations of Thayer, the Investor Stockholders and the Company pursuant to Section 2(d) shall terminate upon the occurrence of a Qualified Public Offering.

(d) Voting for Directors .

(i) Thayer and the Investor Stockholders hereby covenant and agree to vote all of their shares of Common Stock or consent in writing to elect to the Board (x) such designees of Thayer as Thayer may from time to time designate, and; (y) so long as Eos and Eos II continue to own at least 20% of the Shares held by Eos and Eos II as of the date hereof, two designees of Eos (the “ Eos Representatives ”), who initially shall be Sam Levine and Brian Young. Thayer and Eos shall be entitled to designate their respective successor directors designated pursuant to clauses (x) and (y) above. Thayer and the Investor Stockholders shall not vote their shares of Common Stock to remove any director unless removal is required by the party or parties with the power to designate such director and shall vote their shares of Common Stock to fill any vacancy created by such removal for the election of a new director designated and approved in accordance with the immediately preceding sentence.

(ii) As long as ACAS and American Capital continue to own at least 20% of the Shares held by ACAS and American Capital as of the date hereof, Thayer agrees to designate Jon Isaacson or another representative of ACAS reasonably acceptable to Thayer (the “ ACAS Representative ”) to be elected to the Board provided that (subject to the following sentence) Thayer may (at any time and from time to time) remove the ACAS Representative from the Board in its sole discretion. Notwithstanding the foregoing, in the event that the ACAS Representative is not elected as a member of the Board, the ACAS Representative shall be permitted to attend all Board meetings as an observer.

(iii) The Company shall reimburse the Eos Representatives and the ACAS Representative for the customary and reasonable expenses of attending meetings of the Board (including any committee meetings), whether as a member of the Board or as an observer hereunder. The Company shall provide to the Eos Representatives and ACAS Representative prior written notice of every meeting of its Board (and any committee meeting thereof) at the same time and in the same manner as notice is given to the other directors of the Company. The Company shall provide to the Eos Representatives and the ACAS Representative copies of all written materials and other information given to the other directors of the Company in connection with such meetings or otherwise (including, without limitation, all resolutions proposed to be adopted by written consent in lieu of a meeting of the Board and all information provided to the other directors of the Company in connection therewith) at the same time such materials or information is given to the other directors.

(iv) The Board may, from time to time, establish and maintain certain committees. To the extent permitted by applicable law, the Board shall permit the ACAS Representative and the Eos Representatives to attend as observers all meetings of each committee formed by the Board.

3. Restrictions on Transfer.

(a) Transfer of Shares . The Investor Stockholders will not sell, pledge or otherwise directly or indirectly transfer (whether with or without consideration and whether voluntarily or involuntarily or by operation of law or otherwise) any interest in or any beneficial interest in any Shares except pursuant to the provisions of Section 3(c) , Section 5 or Section 6 of this Agreement (“ Exempt Transfers ”) or pursuant to the provisions of Section 3(b) hereof; provided that the foregoing shall not preclude the pledge by the Investor Stockholders of any Shares to their lenders in the ordinary course of business.

(b) First Refusal Rights . At least 30 days prior to making any transfer other than an Exempt Transfer or a transfer after the consummation of a Liquidity Event, any Investor Stockholder wishing to transfer any shares of Common Stock it holds (the “ Transferring Stockholder ” and the shares of Common Stock the “ Transfer Shares ”) will deliver a written notice (the “ Sale Notice ”) to the Company, Thayer and the other Investor Stockholders. The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the proposed transfer. Thayer and any other Investor Stockholder may elect to purchase all (but not less than all) of the Transfer Shares upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such

election to the Transferring Stockholder within 30 days after the receipt of the Sale Notice. To the extent that multiple parties wish to purchase the Transfer Shares, such parties shall be allocated the Transfer Shares on a pro rata basis relative to the number of shares of Common Stock they hold at the time of purchase. To the extent that Thayer and the Investor Stockholders have not elected to purchase all of the Transfer Shares, the Company may elect to purchase all (but not less than all) of the Transfer Shares upon the same terms and conditions as those set forth in the Sale Notice, by delivering a written notice of such election to the Transferring Stockholder within 30 days after the receipt of the Sale Notice. Any Person who has the right to acquire Transfer Shares pursuant to this Section 3(b) will be given up to 30 days (after it has been determined that such Person has such right) to consummate the purchase and sale of the Transfer Shares (the “ Authorization Period ”). If Thayer, the other Investor Stockholders and the Company have not elected to purchase, in the aggregate, all of the Transfer Shares specified in the Sale Notice, the Transferring Stockholder may transfer the Transfer Shares specified in the Sale Notice to the transferee identified in the Sale Notice, at a price and on terms substantially similar to the transferee(s) thereof (provided that a purchase price that is at least 97.5% of the price at which the Transfer Shares were offered in the Sales Notice shall be deemed to be substantially similar), in the Sale Notice during the 90-day period immediately following the Authorization Period; provided , that the transferee(s) thereof agree in writing to be bound by the provisions of this Agreement. Any Transfer Shares not transferred within such 90-day period will be subject to the provisions of this Section 3(b) upon subsequent transfer.

(c) Certain Permitted Transfers . The restrictions contained in Section 3 will not apply with respect to transfers of Shares to (x) an Affiliate of the transferring Investor Stockholder, (y) upon the pro rata distribution of all Shares owned by an Investor Stockholder to its owners, the limited, special and general partners or members of such Investor Stockholder, or (z) a fund managed by any of (i) the transferring Investor Stockholder, (ii) an Affiliate of the transferring Investor Stockholder, or (iii) a fund advised by an affiliated advisor of the transferring Investor Stockholder; provided that in each such case the transferee of such Shares has agreed in writing to be bound by the provisions of this Agreement relating to the Shares.

(d) Termination of Restrictions . The restrictions on the transfer of Shares set forth in Section 3(a) and Section 3(b) will continue with respect to all Shares until the consummation of a Liquidity Event.

4. Additional Restrictions on Transfer.

(a) Legend . Until a Liquidity Event has occurred, the certificates representing the Common Stock held by the holders of the Shares will bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS, DATED AS OF MARCH __, 2007, AS AMENDED, MODIFIED, OR OTHERWISE SUPPLEMENTED FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

(b) Opinion of Counsel . No holder of Shares may sell, pledge or otherwise directly or indirectly transfer (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any Shares (except pursuant to (i) an effective registration statement under the Securities Act or (ii) a transfer pursuant to Section 5 or 6 hereof) without first delivering to the Company, if reasonably requested by the Company, an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection therewith.

5. Drag-Along Rights.

(a) If, at any time following the date hereof Thayer shall enter into an agreement to sell, in a single transaction or a series of transactions, all the Common Stock at that time owned by Thayer to any Independent Third Party (the “ Buyer ”), or the Company enters into an agreement with respect to, a Sale of the Company, then Thayer may require each holder of Shares to vote in favor of such agreement and/or sell all of the Shares owned by such holder to the Buyer contemporaneously with the sale by Thayer for the same form and amount of consideration per share as is applicable to the Common Stock to be sold by Thayer; provided that no additional consideration shall be provided to Thayer other than those amounts pursuant to the Management Agreement. Without limitation as to the foregoing, the holders of Shares shall consent to and raise no objections against such transaction. If such transaction is structured as a merger or consolidation, each such holder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation to the fullest extent permitted by law.

(b) If Thayer wishes to exercise the right granted pursuant to Section 5(a) , then Thayer must give written notice to such effect to the Investor Stockholders (a “ Drag-Along Notice ”) not less than 20 nor more than 60 days prior to the date upon which the applicable transaction is scheduled to close. Each Drag-Along Notice shall (i) specify in reasonable detail all of the terms and conditions upon which such transaction is to occur (including a description of all consideration payable in connection with the transaction) and (ii) make explicit reference to this Section 5 and state that each of the holders of Shares is obligated to vote in favor of and/or sell its, his or her Shares pursuant to such transaction. Thayer and the Company shall provide to each holder of Shares copies of all material documentation relating to the proposed sale as such holder may from time to time reasonably request.

(c) If Thayer exercises the right granted pursuant to Section 5(a) , subject to compliance with the other applicable terms of this Agreement, each holder of Shares shall promptly take such actions and shall promptly execute such documents and instruments as shall be necessary and desirable to consummate the proposed transaction.

(d) If applicable, at the closing of any such transaction, each holder of Shares shall deliver a certificate or certificates, registered in such holder’s name, properly endorsed and with all required transfer stamps, if any, representing the Shares being sold by such holder against delivery of the applicable consideration from the Buyer.

(e) Each holder of Shares will bear its, his or her pro rata share (based upon the number of shares sold) of the reasonable costs of any sale of Shares or other transaction pursuant to this Section 5 to the extent that such costs are incurred for the benefit of substantially all of the Company’s stockholders and are not otherwise paid by the Company or the acquiring party. No Investor Stockholder shall be obligated to pay more than his or its pro rata amount of such costs (based on the proportion of the aggregate transaction consideration received). Costs incurred by the Investor Stockholders and the other holders of Shares (if any) on their own behalf will not be considered costs of the transaction under this Agreement.

(f) In the event that the Investor Stockholders are required to provide any representations, warranties or indemnities in connection with a Sale of the Company (other than representations, warranties and indemnities on a several basis concerning each Investor Stockholder’s valid ownership of his or its Shares, free of all liens and encumbrances, enforceability and each Investor Stockholder’s authority, power, and right to enter into and consummate agreements relating to such Sale of the Company without violating applicable law or any other agreement), then each Investor Stockholder shall not be liable for more than his or its pro rata amount (based on the proportion of the aggregate transaction consideration received) of any liability for misrepresentation or indemnity (except in respect of such several representations and warranties) and, in any case, such liability shall not exceed the total purchase price received by such Investor Stockholder (net of broker fees) from such purchaser for his or its Shares (including the exercise price thereof), and, to the extent that an indemnification escrow has been established, such liability shall be satisfied solely out of any funds escrowed for such purpose prior to recourse against such Investor Stockholder.

(g) If any Stockholder is given an option as to the form and amount of consideration to be received with respect to Shares, all holders of Shares of such class will be given the same option.

(h) The provisions of this Section 5 will terminate upon the completion of a Qualified Public Offering.

6. Tag Rights.

(a) If any Thayer Stockholder at any time proposes to sell or otherwise directly or indirectly transfer any Shares at that time owned by such Thayer Stockholder then, as a condition precedent thereto, such Thayer Stockholder shall afford the Investor Stockholders the right to participate in such transfer in accordance with this Section 6 .

(b) Each Thayer Stockholder shall give written notice to the Investor Stockholders (a “ Notice of Transfer ”) not less than 45 nor more than 60 days prior to any proposed transfer of any such Shares. Each such Notice of Transfer shall:

(i) specify in reasonable detail (A) the number of Shares the Thayer Stockholder proposes to transfer, (B) the identity of the proposed transferee or transferees of such Shares, (C) the time within which, the price per share at which and all other terms and conditions upon which the Thayer Stockholder proposes to transfer such Shares, (including a description of all consideration payable in connection with the transfer) and (D) the percentage of the Shares then owned by the Thayer Stockholder which such Thayer Stockholder proposes to transfer to such proposed transferee or transferees;

(ii) make explicit reference to this Section 6 and state that the right of the Investor Stockholders to participate in such transfer under this Section 6 shall expire unless exercised within 20 days after receipt of such Notice of Transfer; and

(iii) contain an irrevocable offer by the Thayer Stockholder to the Investor Stockholders to participate in the proposed transfer to the extent provided in Section 6(c) below.

(c) The Investor Stockholders shall each have the right to transfer to the proposed transferee or transferees that number of Shares which is equal to the Applicable Percentage (or, if any Investor Stockholder shall elect, any lesser percentage) of the number of Shares the Thayer Stockholder proposed to transfer, at the same price per share and on the same terms and conditions as are applicable to the proposed transfer by the Thayer Stockholder (and, if and to the extent any Investor Stockholder shall exercise such right, then the Common Stock to be transferred by the Thayer Stockholder shall be correspondingly reduced); provided , that , notwithstanding anything to the contrary herein, the Investor Stockholders shall be obligated to indemnify the proposed transferee or transferees upon the same terms and conditions as are applicable to the indemnification given by the Thayer Stockholder in connection with such proposed transfer subject to the limitations set forth in Section 5(f) .

(d) Each Investor Stockholder must notify the transferring Thayer Stockholder of any acceptances under this Section 6(d) within 20 days after receipt of the Notice of Transfer if such Investor Stockholder desires to accept such offer and to transfer any of its Shares in accordance with this Section 6 . The failure of any Investor Stockholder to provide such notice within such 20 day period shall, for the purposes of this Section 6 , be deemed to constitute an irrevocable waiver by that Investor Stockholder of its individual right to transfer any of its Shares in connection with the proposed transfer described in such Notice of Transfer. The transferring Thayer Stockholder shall use all commercially reasonable efforts to obtain the agreement of the prospective transferee or transferees to the participation of the Investor Stockholders, if the Investor Stockholders properly elect to participate in such proposed transfer, and Thayer shall not consummate any such proposed transfer unless the Investor Stockholders are permitted to participate in accordance with the provisions of this Section 6 . The Investor Stockholders shall not be obligated to transfer any Shares pursuant to this Section 6 , except to the extent that the Investor Stockholders have notified the applicable Person of the Investor Stockholders’ acceptance of the offer contained in the Notice of Transfer. Any and all transfers of Shares by the Investor Stockholders

pursuant to this Section 6 shall be subject to, and made concurrently with, the actual transfer of Common Stock by the Thayer Stockholder.

(e) Subject to the consummation of the transfer contemplated by the Notice of Transfer, the Investor Stockholders shall take such actions and shall execute such documents and instruments as shall be reasonably necessary (and not adverse in any material respect to its interests) to consummate the proposed sale as expeditiously as is reasonably prudent.

(f) At the closing of any such transfer, the Investor Stockholders shall deliver a certificate or certificates, registered in the Investor Stockholders’ name, properly endorsed and with all required transfer stamps, if any, representing the securities being sold by the Investor Stockholders against delivery of the applicable consideration by the proposed transferee.

(g) Notwithstanding anything to the contrary contained in this Section 6 , the Investor Stockholders shall not have any rights pursuant to this Section 6 to participate in any transfer by any Thayer Stockholder to any Affiliated fund of Thayer, and/or any employees or directors of Thayer or of any such Affiliate.

(h) The Notice of Transfer contemplated by this Section 6 and the Drag-Along Notice contemplated by Section 5(b) may be combined in a single notice.

(i) If any Stockholder is given an option as to the form and amount of consideration to be received with respect to Shares, all holders of Shares of such class will be given the same option.

(j) The provisions of this Section 6 will terminate upon the completion of a Qualified Public Offering.

7. Preemptive Rights.

(a) If at any time while an Investor Stockholder holds Shares, the Company proposes to issue, sell or grant (other than pursuant to an Exempt Issuance) any shares of Common Stock, preferred stock or other equity securities, whether now or hereafter authorized (“ New Stock ”), or proposes to issue, sell or grant (other than pursuant to an Exempt Issuance) any securities or instruments convertible into, exchangeable or exercisable for New Stock or any options or rights to purchase any such securities or instruments (“ New Securities ”), then not less than 30 days nor more than 60 days prior to consummating such transaction, the Company shall give notice thereof to the Thayer Stockholders and the Investor Stockholders (a “ Preemptive Rights Notice ”). Each such Preemptive Rights Notice shall:

(i) specify in reasonable detail (A) the number and type of New Stock and/or New Securities which the Company proposes to issue or sell, and (B) the time within which, the price per share at which and all other material terms and conditions upon which the Company proposes to issue or sell such securities; and

(ii) make explicit reference to this Section 7 and state that the right of the Thayer Stockholders and the Investor Stockholders to purchase any of such securities pursuant to this Section 7 shall expire unless exercised within 20 days after receipt of such Preemptive Rights Notice.

(b) Each Thayer Stockholder and Investor Stockholder shall have the right, in the nature of a preemptive right, to purchase that amount of such New Stock or New Securities, on the same terms and conditions as shall be applicable to the issue or sale of such New Stock or New Securities, as will enable each Thayer Stockholder and Investor Stockholder to maintain its fully diluted percentage ownership of securities of the Company following such issuance or sale at the level held by it immediately prior to such issuance or sale. Each Thayer Stockholder and Investor Stockholder may purchase the total amount of New Stock or New Securities to which it is entitled or any lesser amount as that Thayer Stockholder or Investor Stockholder may elect.

(c) Each Thayer Stockholder and Investor Stockholder must notify the Company within 20 days after receipt of the Preemptive Rights Notice if such Thayer Stockholder or Investor Stockholder desires to exercise its purchase rights under this Section 7 . The failure of such Thayer Stockholder or Investor Stockholder to provide such notice within such 20-day period shall, for purposes of this Section 7 , be deemed to constitute an irrevocable waiver by that Thayer Stockholder or Investor Stockholder of its right to purchase any portion of the New Stock and/or New Securities specified in such Preemptive Rights Notice. The Company will not consummate any such proposed issue or sale unless the Thayer Stockholders and the Investor Stockholders electing to exercise their purchase rights under this Section 7 are permitted to purchase the securities they are entitled to pursuant to this Section 7 . The Thayer Stockholders and the Investor Stockholders shall not be obligated to purchase any securities pursuant to this Section 7 , except to the extent that any Thayer Stockholder or Investor Stockholder has notified the Company of the Investor Stockholder’s exercise of the preemptive rights granted in this Section 7 .

(d) The provisions of this Section 7 will terminate upon the completion of a Qualified Public Offering.

8. Registration Rights.

(a) Registration Request . At any time that the Shares are eligible to be registered by the filing of a Form S-3 registration statement under the Securities Act (or any successor form thereto), Thayer, the Eos Stockholders (as a group), the ACAS Stockholders (as a group) or the Sankaty Stockholders (as a group) may request registration under the Securities Act of all or any portion of their Shares (provided the amount of their Shares to be registered equals at least 1% of the then outstanding Common Stock and relates to shares of Common Stock having an aggregate offering price of at least $1,000,000) on Form S-3 (a “ Demand Registration ”), subject to the limitations set forth in Section 8(b) below. The Company shall undertake such registration pursuant to Section 8(e) below.

(b) Each of Thayer, the Eos Stockholders (as a group), the ACAS Stockholders (as a group) and the Sankaty Stockholders (as a group) shall be limited to a total of two (2) Demand Registrations. A Demand Registration will not be deemed to have been effected for purposes of this Section 8 unless the registration statement or preliminary or final prospectus, as the case may be, relating thereto (i) has become effective under the Securities Act of 1933, as amended, (ii) has remained effective for a period of at least 90 days (or such shorter period in which all registrable Common Stock included in such registration has actually been sold thereunder), and (iii) at least 75% of the registrable Common Stock requested to be included in such Demand Registration by the Investor Stockholders are so included.

(c) Piggyback Rights . Whenever the Company proposes to file a registration statement under the Securities Act either (i) pursuant to Section 8(a) , or (ii) for any underwritten sale of shares of any of the Company’s equity securities, except in the case of an initial public offering in which only primary shares are sold, the Company shall give written notice of such registration to the Thayer Stockholders and the Investor Stockholders no later than 25 days before its filing with the Securities and Exchange Commission (the “ SEC ”). If any Thayer Stockholder or any Investor Stockholder so requests in writing within 15 days of receiving such notice, the Company shall include in any registration the Common Stock of the Thayer Stockholder and/or the Investor Stockholder requested to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration.

(d) Pro Rata Reduction . The Company shall not be obligated pursuant to Section 8(a) or 8(c) to so include Shares owned by the Thayer Stockholders or the Investor Stockholders to the extent the underwriter or underwriters of such securities being otherwise registered by the Company shall determine in good faith that the inclusion of such Shares would jeopardize the successful sale at the desired price of such other securities proposed to be sold by such underwriter or underwriters, in which case the Thayer Stockholders and the Investor Stockholders shall be entitled to participate in any such reduced number of shares of Common Stock (if any) which may be included in such registration on a pro rata basis in proportion to their relative holdings of shares of Shares. This Section 8(d) shall be interpreted to permit the Investor Stockholders to participate in public offerings on a pro rata basis with

Thayer and its Affiliates. In addition, the Company and Thayer shall use all reasonable commercial efforts to maximize the number of shares owned by the Thayer Stockholders and the Investor Stockholders which may be included in the registration relative to the participation of other Company stockholders.

(e) Registration Procedures . Whenever any Thayer Stockholder or Investor Stockholder has requested that any Common Stock be registered in accordance with this Section 8 , the Company shall use its best efforts to effect the registration and the sale of such Common Stock in accordance with the intended method of disposition thereof and pursuant thereto the Company shall as expeditiously as possible:

(i) prepare and file with the SEC a registration statement with respect to such Common Stock on Form S-3 and use its reasonable best efforts to cause such registration statement to become effective and to maintain its effectiveness until the earlier of 90 days or the completion of the contemplated distribution of Shares; provided , however , that the Company may postpone for up to 90 days the filing or effectiveness of any registration statement (including per a Demand Registration) if the Company is in possession of material non-public information relating to a proposed financing, recapitalization, acquisition, business combination or other material transaction involving the Company or any of its Subsidiaries which the Board determines in good faith would require disclosure in the registration statement by the Company of such material non-public information for which the Company has a bona fide business purpose for not disclosing and disclosure of such information is not otherwise required by law;

(ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective during the applicable distribution period;

(iii) furnish to each Thayer Stockholder and Investor Stockholder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as the Investor Stockholders may reasonably request in order to facilitate the disposition of the Common Stock owned by the Investor Stockholders;

(iv) notify in writing Thayer, the Eos Representatives and the ACAS Representative (x) of the receipt by the Company of any notification with respect to any comments by the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (y) of the receipt by the Company of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (z) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Common Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes;

(v) use its reasonable best efforts to register or qualify such Common Stock under such other securities or blue sky laws of such jurisdictions as the Investor Stockholders may reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investor Stockholders to consummate the disposition in such jurisdictions of the Common Stock owned by the Thayer Stockholders and the Investor Stockholders (provided that the Company shall not be required to (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this clause (iv), (b) subject itself to taxation in any such jurisdiction or (c) consent to general service of process in any such jurisdiction);

(vi) notify the Thayer Stockholders and the Investor Stockholders, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement

contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading;

(vii) use its best efforts to obtain from its independent certified public accountants “cold comfort” letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters;

(viii) use its best efforts to obtain from its counsel an opinion or opinions in customary form;

(ix) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such shares of Common Stock;

(x) list such shares of Common Stock on any national securities exchange on which any shares of the Common Stock are listed or, if the Common Stock is not listed on a national securities exchange, use its best efforts to qualify such Common Stock for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the “ NASD ”), or such other national securities exchange as the Board may select;

(xi) enter into such customary agreements and take all such other actions as the holders of a majority of the Common Stock being sold reasonably request in order to expedite or facilitate the disposition of such Common Stock; and

(xii) permit any holder of Common Stock which is reasonably likely to be deemed to be an underwriter or a controlling person of the Company to participate in the preparation of such registration or statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included.

(f) Registration Expenses . All expenses incident to the Company’s performance of or compliance with this Section 8 , including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other persons or entities retained by the Company (all such expenses being herein called “ Registration Expenses ”), shall be borne by the Company, and the Company shall, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system; provided , however , that (i) all underwriting discounts and selling commissions applicable to the shares of Common Stock shall be borne by the holders selling such shares, in proportion to the number of shares sold by each such holder, and (ii) each Thayer Stockholder and Investor Stockholder shall be responsible for the fees and expenses of its legal counsel.

(g) Indemnification . The Company shall indemnify and hold harmless each Thayer Stockholder, each Investor Stockholder, and each of their respective officers, directors, employees, members, partners, and advisors and their respective Affiliates, any underwriter (as defined in the Securities Act) for such Investor Stockholders and each Person, if any, who controls the Investor Stockholders or underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) to which the Investor Stockholders or underwriter or such controlling person may be subject, under the Securities Act and state securities or blue sky laws as applicable or otherwise, insofar as any thereof arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any registration statement under which such Thayer Stockholder’s or Investor Stockholder’s Common Stock was registered under the Securities Act pursuant to this Section 8 , any prospectus or preliminary prospectus contained therein, or any amendment or supplement thereto or (B) any other document incident to the registration of the Common Stock under the

Securities Act or the qualification of the Common Stock under any state securities laws applicable to the Company, (ii) the omission or alleged omission to state in any item referred to in the preceding clause (i) a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended, or any other federal or state securities law, rule or regulation applicable to the Company and relating to action or inaction by the Company in connection with any such registration or qualification; provided , however , that a Thayer Stockholder and an Investor Stockholder shall not be entitled to indemnification if and only to the extent such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement of material fact or alleged untrue statement of material fact or omission to state a material fact or alleged omission to state a material fact based upon information furnished to the Company in writing by such Thayer Stockholder or Investor Stockholder for use therein (with respect to which information such Thayer Stockholder or Investor Stockholder shall so indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act); provided , further , that in no event shall the liability of a Thayer Stockholder or an Investor Stockholder exceed the net proceeds received by such Thayer Stockholder or Investor Stockholder from its sales pursuant to the registration statement.

9. Restrictions on Certain Affiliate Transactions.

(a) The Company will not, and will not cause or permit any of its Subsidiaries to, enter into any transaction with

(i) any Affiliate or any of its Subsidiaries other than Wholly-Owned Subsidiaries; or

(ii) Thayer or any beneficial owner which, together with its Affiliates, owns more than 10% in the aggregate of the Company’s fully diluted equity (a “ 10% Holder ”) or any Affiliate or Subsidiary of Thayer or any 10% Holder (collectively, the “ Restricted Affiliates ”),

except (a) the Management Agreement, and/or (b) other transactions which are no less favorable to the Company or Subsidiary than would be obtained in comparable arms’-length transactions with non-Affiliates (provided that if any such transaction described in this clause (b) is with a Restricted Affiliate and has a transaction value of more that $1.0 million, and Investor Stockholders that then own at least a combined 3% of the Company’s outstanding capital stock on a fully diluted basis so request, such transaction shall require the prior written consent of the holders of a majority of the Shares (other than the Restricted Affiliate), which consent shall not be unreasonably withheld or delayed).

(b) The provisions of this Section 9 will terminate upon the completion of a Qualified Public Offering.

10. Sales/Merger/Reorganization. In the event of (i) any consolidation or merger involving the Company other than a merger or consolidation in which the Company is the continuing corporation and the share ownership shall be unchanged; (ii) the disposition of all or substantially all of the capital stock or the property and assets of the Company; (iii) a capital reorganization of the Company; or (iv) a reclassification of the Common Stock, each share of stock of the same class shall receive the same form and amount of consideration as all other shares in that class of stock.

11. Further Assurances. The Company and Thayer shall promptly inform the Investor Stockholders (i) of any amendment to any agreement the Company and/or Thayer has with the Other Stockholders that is similar to this Agreement, and (ii) of any new agreements that the Company and/or Thayer enters into with any Other Stockholder after the date hereof. Solely with regards to those provisions contained in Sections 3 , 5 , 6 , 7 and 10 of this Agreement, if any such amendment or agreement shall contain a provision more favorable to the Other Stockholders than similar provisions contained in the aforementioned sections of this Agreement, or add new provisions related to the rights and benefits contained in the aforementioned sections of this Agreement which would otherwise benefit the Investor Stockholders, both Thayer and the Company agree, as soon a practicable, to take the

necessary actions to amend this Agreement to provide those same rights and benefits to the Investor Stockholders.

12. Notices . All notices, requests, demands, claims and other communications hereunder will be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

(a) If to the Company:

c/o Thayer Capital Partners
1455 Pennsylvania Avenue, N.W.
Suite 350
Washington, D.C. 20004
Attention: Scott Rued
Facsimile: (202) 371-0391

with a copy to :

Greenberg Traurig, LLP
2375 East Camelback Road
Suite 700
Phoenix, Arizona 85016
Attention: Bruce E. Macdonough
Facsimile: (602) 445-8618

(b) If to any Thayer Stockholder:

c/o Thayer Capital Partners
1455 Pennsylvania Avenue, N.W.
Suite 350
Washington, D.C. 20004
Attention: Scott Rued
Facsimile: (202) 371-0391

Any party hereto may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party hereto may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.

13. Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

14. Complete Agreement . This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter of this Agreement in any way.

15. Counterparts . This Agreement may be executed on separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Any telecopied signature shall be deemed a manually executed and delivered original.

16. Successors and Assigns . This Agreement is intended to bind and inure to the benefit of and be enforceable by the Investor Stockholders, the Company, the Thayer Stockholder, and their respective successors and assigns (including subsequent holders of Shares) and, where applicable, heirs and personal representatives.

17. Choice of Law; Jurisdiction . This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws principles thereof and all questions concerning the validity and construction of this Agreement shall be determined in accordance with the laws of said state. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF DELAWARE IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREES, ON BEHALF OF ITSELF OR HIMSELF AND ON BEHALF OF SUCH PARTY’S SUCCESSOR’S AND ASSIGNS, THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION SUCH PERSON MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

18. Waiver of Jury Trial . THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, THE RELATED DOCUMENTS OR THE RELATIONSHIP ESTABLISHED UNDER THIS AGREEMENT.

19. Remedies . Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

21. Amendments and Waivers . No provision of this Agreement may be amended or waived without the prior written consent or agreement of the Company, Thayer and the Investor Stockholders bound thereby.

22. Business Days . Whenever the terms of this Agreement call for the performance of a specific act on a specified date, which date falls on a Saturday, Sunday or legal holiday, the date for the performance of such act shall be postponed to the next succeeding regular business day following such Saturday, Sunday or legal holiday.

23. Failure to Deliver Securities . If any Investor Stockholder or other holder of Shares (or the Investor Stockholders’ or such other holder’s estate or any other representative of such Investor Stockholder or holder of Shares) who has become obligated to sell Shares under this Agreement shall fail to deliver such Shares on the terms and in accordance with this Agreement, the Company, in addition to all other remedies it may have, may send to the such obligated party by registered mail, return receipt requested, the purchase price for such Shares on the terms provided for in this Agreement. Thereupon, the Company, upon written notice to such holder, shall cancel on its books the Shares to be sold; and thereupon, all of such obligated holder’s rights in and to such Shares shall terminate.

24. No Third Party Beneficiary . Except for the parties to this Agreement (and with respect to the provisions of Section 2(b) hereof, the Company’s direct and indirect Subsidiaries) and their respective

successors and assigns, nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

25. Transfers in Violation of Agreement . Any transfer or attempted transfer of any Shares in violation of any provision of this Agreement shall be void, and the Company shall not record such transfer on its books or treat any purported transferee of such Shares as the owner of such stock for any purpose.

26. Attorneys’ Fees . In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the parties hereto agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon final judgment on the merits reasonable attorneys’ fees (and sales taxes thereon, if any), including attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.

27. Roadrunner Dawes Merger/Affiliate Transaction Consent . By execution below, each of the Existing Roadrunner Dawes Stockholders (other than Thayer and Roadrunner Dawes Co-Invest) hereby consents, pursuant to Section 9 of the Existing Roadrunner Dawes Stockholders’ Agreement, to the Merger and the Company’s issuance of a Warrant to Thayer as contemplated by Section 6.3(g) of the Merger Agreement.

28. Termination of Sargent Stockholders’ Agreement . By execution below, each of the Existing Sargent Stockholders agrees that upon the consummation of the Merger, (i) the Sargent Stockholders’ Agreement and the Sargent Registration Rights Agreement will be automatically terminated in all respects and shall be of no further force or effect, and (ii) all of its rights and claims of any kind or nature thereunder shall be automatically released.

[SIGNATURES BEGIN ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, intending to be legally bound hereby, each of the undersigned has duly executed and delivered this Second Amended and Restated Stockholders’ Agreement as of the day and year first above written.



	ROADRUNNER-DAWES, INC.
	By:	/s/ Scott Rued
		Scott Rued,
		Co-Chairman of the Board


	THAYER EQUITY INVESTORS V, L.P.

	By:	TC Equity Partners V, L.L.C., its general partner

	By:	Thayer Management Partners, L.L.C., its Managing Member

	By:	/s/ Scott Rued
		Scott Rued,
		Managing Member



	SANKATY CREDIT OPPORTUNITIES, L.P.
	By:	/s/ Stuart Davies
		Stuart Davies,
		Senior Vice President

	Address for Notices: c/o Sankaty Advisors 111 Huntington Avenue Boston, MA 02199 Attn: Robert Weiss

	SANKATY CREDIT OPPORTUNITIES II, L.P.
	By:	/s/ Stuart Davies
		Stuart Davies,
		Senior Vice President

	Address for Notices: c/o Sankaty Advisors 111 Huntington Avenue Boston, MA 02199 Attn: Robert Weiss


	RGIP, LLC
	By:	/s/ Alfred O. Rose
		Alfred O. Rose
		Authorized Signatory

	Address for Notices: c/o Ropes & Gray LLO One International Place Boston, MA 02110 Attn: David McKay

	AMERICAN CAPITAL STRATEGIES, LTD.
	By:	/s/ Jon Isaacson
		Jon Isaacson,
		Vice President

	Address for Notices: 2 Bethesda Metro Center 14th Floor Bethesda, MD 20814
	and to:
	Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attn: Christopher Aidun, Esq. Facsimile: (212) 310-8127


	EOS CAPITAL PARTNERS III, L.P.

	By:	ECP General III, L.P., its general partner

	By:	ECP III, LLC , its general partner

	By:	/s/ Brian Young
		Brian Young

	Address for Notices: c/o Eos Partners 320 Park Avenue New York, NY 10022 Attn: Sam Levine


	With a copy to:
	Nixon Peabody LLP 437 Madison Avenue New York, NY 10022 Attn: Dominick P. DeChiara, Esq.

	EOS PARTNERS, L.P.
	By:	/s/ Brian Young
		Brian Young

	Address for Notices: 320 Park Avenue New York, NY 10022 Attn: Sam Levine
	With a copy to:
	Nixon Peabody LLP 437 Madison Avenue New York, NY 10022 Attn: Dominick P. DeChiara, Esq.


	AMERICAN CAPITAL EQUITY I, LLC
	By:	American Capital Equity Management, LLC, its Manager

	By:	/s/ Cydonii Fairfax
		Cydonii Fairfax,
		Vice President

	Address for Notices: 2 Bethesda Metro Center 14th Floor Bethesda, MD 20814
	and to:
	Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attn: Christopher Aidun, Esq. Facsimile: (212) 310-8127


	TC ROADRUNNER-DAWES HOLDINGS, L.L.C.
	By:	TC Co-Investors V, LLC, its managing member

	By:	Thayer Capital Management, L.P., its managing member

	By:	Thayer Management Partners, L.L.C., its general partner

	By:	/s/ Scott Rued
		Scott Rued,
		Member


	TC SARGENT HOLDINGS, L.L.C.
	By:	TC Co-Investors V, L.L.C., its Managing Member

	By:	Thayer Capital Management, L.P., its Managing Member

	By:	Thayer Management Partners, L.L.C., its General Partner

	By:	/s/ Scott Rued
		Scott Rued,
		Managing Member


	K&E INVESTMENT PARTNERS, L.P. — 2005 DIF
	By:	K&E Investment Management, LLC, its general partner

	By:	/s/ Authorized Signatory
		Manager

	Address for Notices: c/o Kirkland & Ellis LLP 200 E. Randolph Drive Chicago, IL 60601 Attn: John A. Schoenfeld, P.C.

Exhibit 5

Michael L. Kaplan
Tel. 602.445.8314
Fax 602.445.8615
KaplanM@gtlaw.com

, 2008

Roadrunner Transportation Services Holdings, Inc.
4900 S. Pennsylvania Ave.
Cudahy, Wisconsin 53110

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

As legal counsel to Roadrunner Transportation Services Holdings, Inc., a Delaware corporation (the “Company”), we have assisted in the preparation of the Company’s Registration Statement on Form S-1, Registration No. 333-152504 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of shares (including shares subject to an over-allotment option) of common stock of the Company covered by the Registration Statement (the “Shares”). The facts, as we understand them, are set forth in the Registration Statement.

With respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following:

A. The Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the state of Delaware on , 2008;

B. The Second Amended and Restated Bylaws of the Company, as amended through the date hereof;

C. The Registration Statement; and

D. Resolutions of the Company’s Board of Directors relating to the approval of the filing of the Registration Statement and the transactions in connection therewith, and various actions in connection with the Company’s initial public offering.

Subject to the assumptions that (i) the documents and signatures examined by us are genuine and authentic and (ii) the persons executing the documents examined by us have the legal capacity to execute such documents, and subject to the further limitations and qualifications set forth below, based solely upon our review of items A through D above, it is our opinion that the Shares will be validly issued, fully paid, and nonassessable, when (a) the Registration Statement as then amended shall have been declared effective by the Commission, (b) the Underwriting Agreement described in the Registration Statement shall have been duly executed and delivered, and (c) the Shares have been duly issued, executed, authenticated, delivered, paid for, and sold by the Company and the Selling Stockholders named in the Registration Statement as described in the Registration Statement and in accordance with the provisions of the Underwriting Agreement.

We render this opinion with respect to, and express no opinion herein concerning the application or effect of the law of any jurisdiction other than, the existing laws of the United States of

GREENBERG TRAURIG, LLP § ATTORNEYS AT LAW § WWW.GTLAW.COM

2375 East Camelback Road, Suite 700 § Phoenix, Arizona 85016 § Tel 602.445.8000 § Fax 602.445.8100

America, and of the Delaware General Corporation Law, the Delaware Constitution, and reported judicial decisions relating thereto.

We hereby expressly consent to any reference to our firm in the Registration Statement and in any registration statement filed pursuant to Rule 462(b) under the Securities Act for this same offering, inclusion of this Opinion as an exhibit to the Registration Statement and the incorporation by reference into any such additional registration statement, and to the filing of this Opinion with any other appropriate governmental agency.

Sincerely,

Exhibit 10.1

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of March 14, 2007

among

ROADRUNNER DAWES FREIGHT SYSTEMS, INC.,
SARGENT TRUCKING, INC.,
BIG ROCK TRANSPORTATION, INC.,
MIDWEST CARRIERS, INC.,
SMITH TRUCK BROKERS, INC. and
B&J TRANSPORTATION, INC.,

each as a Borrower,

THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders,

LASALLE BANK NATIONAL ASSOCIATION,

as Administrative Agent

and

U.S. BANK NATIONAL ASSOCIATION,

as Syndication Agent

LASALLE BANK NATIONAL ASSOCIATION,
as Arranger

TABLE OF CONTENTS


			Page

SECTION 1.	DEFINITIONS			3

1.1.	Definitions			3
1.2.	Other Interpretive Provisions			26

SECTION 2.	COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES			27

2.1.	Commitments			27
	2.1.1.	Revolving Commitment		27
	2.1.2.	Term Loan Commitment		27
	2.1.3.	L/C Commitment		27
2.2.	Loan Procedures			28
	2.2.1.	Various Types of Loans		28
	2.2.2.	Borrowing Procedures		28
	2.2.3.	Conversion and Continuation Procedures		28
	2.2.4.	Swing Line Facility		29
2.3.	Letter of Credit Procedures			32
	2.3.1.	L/C Applications		32
	2.3.2.	Participations in Letters of Credit		32
	2.3.3.	Reimbursement Obligations		33
	2.3.4.	Funding by Lenders to Issuing Lender		34
2.4.	Commitments Several			34
2.5.	Certain Conditions			34
2.6.	Effect of Amendment and Restatement			35
2.7.	Joint and Several Liability			35
2.8.	Borrower Representative			37

SECTION 3.	EVIDENCING OF LOANS			37

3.1.	Notes			37
3.2.	Recordkeeping			38

SECTION 4.	INTEREST			38

4.1.	Interest Rates			38
4.2.	Interest Payment Dates			38
4.3.	Setting and Notice of LIBOR Rates			39
4.4.	Computation of Interest			39

SECTION 5.	FEES			39

5.1.	Non Use Fee			39
5.2.	Letter of Credit Fees			39
5.3.	Administrative Agent’s Fees			40

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			Page

SECTION 6.	REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS			40

6.1.	Reduction or Termination of the Revolving Commitment			40
	6.1.1.	Voluntary Reduction or Termination of the Revolving Commitment		40
	6.1.2.	No Mandatory Reductions of Revolving Commitment		40
	6.1.3.	All Reductions of the Revolving Commitment		40
6.2.	Prepayments			41
	6.2.1.	Voluntary Prepayments		41
	6.2.2.	Mandatory Prepayments		41
6.3.	Manner of Prepayments			42
	6.3.1.	All Prepayments		42
6.4.	Repayments			42
	6.4.1.	Revolving Loans		42
	6.4.2.	Term Loan		42

SECTION 7.	MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES			43

7.1.	Making of Payments			43
7.2.	Application of Certain Payments			43
7.3.	Due Date Extension			43
7.4.	Setoff			44
7.5.	Proration of Payments			44
7.6.	Taxes			44

SECTION 8.	INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS			46

8.1.	Increased Costs			46
8.2.	Basis for Determining Interest Rate Inadequate or Unfair			47
8.3.	Changes in Law Rendering LIBOR Loans Unlawful			48
8.4.	Funding Losses			48
8.5.	Right of Lenders to Fund through Other Offices			48
8.6.	Discretion of Lenders as to Manner of Funding			49
8.7.	Mitigation of Circumstances; Replacement of Lenders			49
8.8.	Conclusiveness of Statements; Survival of Provisions			49

SECTION 9.	REPRESENTATIONS AND WARRANTIES			50

9.1.	Organization			50
9.2.	Authorization; No Conflict			50
9.3.	Validity and Binding Nature			50
9.4.	Financial Condition			51
9.5.	No Material Adverse Change			51
9.6.	Litigation and Contingent Liabilities			51
9.7.	Ownership of Properties; Liens			51
9.8.	Equity Ownership; Subsidiaries			52
9.9.	Pension Plans			52
9.10.	Investment Company Act			53
9.11.	[ Intentionally Omitted ]			53
9.12.	Regulation U			53

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			Page

9.13.	Taxes			53
9.14.	Solvency			53
9.15.	Environmental Matters			54
9.16.	Insurance			54
9.17.	Real Property			54
9.18.	Information			55
9.19.	Intellectual Property			55
9.20.	Burdensome Obligations			55
9.21.	Labor Matters			55
9.22.	No Default			55
9.23.	Related Agreements			56

SECTION 10.	AFFIRMATIVE COVENANTS			56

10.1.	Reports, Certificates and Other Information			57
	10.1.1.	Annual Report		57
	10.1.2.	Interim Reports		57
	10.1.3.	Compliance Certificates		58
	10.1.4.	Excess Cash Flow Certificates		58
	10.1.5.	Reports to the SEC and to Shareholders		58
	10.1.6.	Notice of Default, Litigation and ERISA Matters		58
	10.1.7.	Borrowing Base Certificates		59
	10.1.8.	Management Reports		59
	10.1.9.	Projections		59
	10.1.10.	Subordinated Debt Notices		60
	10.1.11.	Appraisal Reports		60
	10.1.12.	Other Information		60
10.2.	Books, Records and Inspections			60
10.3.	Maintenance of Property; Insurance			61
10.4.	Compliance with Laws; Payment of Taxes and Liabilities			62
10.5.	Maintenance of Existence, etc.			62
10.6.	Use of Proceeds			63
10.7.	Employee Benefit Plans			63
10.8.	Environmental Matters			63
10.9.	Further Assurances			64
10.10.	Deposit Accounts			64
10.11.	Interest Rate Protection			64

SECTION 11.	NEGATIVE COVENANTS			64

11.1.	Debt			65
11.2.	Liens			66
11.3.	Restricted Payments			67
11.4.	Mergers, Consolidations, Sales			69
11.5.	Modification of Organizational Documents			69
11.6.	Transactions with Affiliates			69
11.7.	Unconditional Purchase Obligations			70
11.8.	Inconsistent Agreements			70

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			Page

11.9.	Business Activities; Issuance of Equity; Subsidiaries			70
11.10.	Investments			70
11.11.	Restriction of Amendments to Certain Documents			71
11.12.	Fiscal Year; Accounting Changes			72
11.13.	Financial Covenants			72
	11.13.1.	Fixed Charge Coverage Ratio		72
	11.13.2.	Senior Debt to EBITDA Ratio		72
	11.13.3.	Total Debt to EBITDA Ratio		73
11.14.	Cancellation of Debt			74
11.15.	Additional Covenants			74

SECTION 12.	EFFECTIVENESS; CONDITIONS OF LENDING, ETC.			74

12.1.	Initial Credit Extension			74
	12.1.1.	Notes		75
	12.1.2.	Authorization Documents		75
	12.1.3.	Consents, etc.		75
	12.1.4.	Letter of Direction		75
	12.1.5.	Guaranty and Collateral Agreement		75
	12.1.6.	Subordination Agreements		75
	12.1.7.	Opinions of Counsel		75
	12.1.8.	Insurance		76
	12.1.9.	Copies of Documents		76
	12.1.10.	Payment of Fees		76
	12.1.11.	Pro Formas		76
	12.1.12.	Search Results; Lien Terminations		76
	12.1.13.	Filings, Registrations and Recordings		77
	12.1.14.	Borrowing Base Certificate		77
	12.1.15.	Maximum Revolving Loans		77
	12.1.16.	Closing Certificate, Consents and Permits		77
	12.1.17.	Real Estate Documents		77
	12.1.18.	Collateral Access Agreement		78
	12.1.19.	EBITDA		78
	12.1.20.	Projections		78
	12.1.21.	Other		78
12.2.	Conditions			78
	12.2.1.	Compliance with Warranties, No Default, etc.		78
	12.2.2.	Confirmatory Certificate		78

SECTION 13.	EVENTS OF DEFAULT AND THEIR EFFECT			79

13.1.	Events of Default			79
	13.1.1.	Non Payment of the Loans, etc.		79
	13.1.2.	Non Payment of Other Debt		79
	13.1.3.	Other Material Obligations		79
	13.1.4.	Bankruptcy, Insolvency, etc.		79
	13.1.5.	Non Compliance with Loan Documents		80
	13.1.6.	Representations; Warranties		80

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			Page

	13.1.7.	Pension Plans		80
	13.1.8.	Judgments		81
	13.1.9.	Invalidity of Collateral Documents, etc.		81
	13.1.10.	Invalidity of Subordination Provisions, etc.		81
	13.1.11.	Change of Control		81
	13.1.12.	Material Adverse Effect		81
	13.1.13.	Default Under Sponsor Make Whole Agreement		81
13.2.	Effect of Event of Default			81

SECTION 14.	THE AGENT			82

14.1.	Appointment and Authorization			82
14.2.	Issuing Lender			83
14.3.	Delegation of Duties			83
14.4.	Exculpation of Administrative Agent			83
14.5.	Reliance by Administrative Agent			84
14.6.	Notice of Default			84
14.7.	Credit Decision			84
14.8.	Indemnification			85
14.9.	Administrative Agent in Individual Capacity			86
14.10.	Successor Administrative Agent			86
14.11.	Collateral Matters			86
14.12.	Administrative Agent May File Proofs of Claim			87
14.13.	Other Agents; Arrangers and Managers			88

SECTION 15.	GENERAL			88

15.1.	Waiver; Amendments			88
15.2.	Confirmations			89
15.3.	Notices			89
15.4.	Computations			89
15.5.	Costs, Expenses and Taxes			90
15.6.	Assignments; Participations			91
	15.6.1.	Assignments		91
	15.6.2.	Participations		92
15.7.	Register			92
15.8.	GOVERNING LAW			93
15.9.	Confidentiality			93
15.10.	Severability			94
15.11.	Nature of Remedies			94
15.12.	Entire Agreement			94
15.13.	Counterparts			94
15.14.	Successors and Assigns			94
15.15.	Captions			95
15.16.	Customer Identification — USA Patriot Act Notice			95
15.17.	INDEMNIFICATION BY BORROWERS			95
15.18.	Nonliability of Lenders			96
15.19.	FORUM SELECTION AND CONSENT TO JURISDICTION			97

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		Page

15.20.	WAIVER OF JURY TRIAL		97

-vi-


ANNEXES

ANNEX A		Lenders and Pro Rata Shares
ANNEX B		Addresses for Notices

SCHEDULES

SCHEDULE 9.6		Litigation and Contingent Liabilities
SCHEDULE 9.8		Capital Securities
SCHEDULE 9.15		Environmental Matters
SCHEDULE 9.16		Insurance
SCHEDULE 9.17		Real Property
SCHEDULE 9.21		Labor Matters
SCHEDULE 11.1		Existing Debt
SCHEDULE 11.2		Existing Liens
SCHEDULE 11.10		Investments
SCHEDULE 12.1		Debt to be Repaid

EXHIBITS

EXHIBIT A		Form of Note (Section 3.1)
EXHIBIT B		Form of Compliance Certificate (Section 10.1.3)
EXHIBIT C		Form of Borrowing Base Certificate (Section 1.1)
EXHIBIT D		Form of Assignment Agreement (Section 15.6.1)
EXHIBIT E		Form of Notice of Borrowing (Section 2.2.2)
EXHIBIT F		Form of Notice of Conversion/Continuation (Section 2.2.3)
EXHIBIT G		Form of Excess Cash Flow Certificate (Section 10.1.4)

-vii-

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 14, 2007 (as amended or otherwise modified from time to time, this “Agreement”) is entered into among ROADRUNNER DAWES FREIGHT SYSTEMS, INC., a Delaware corporation (“Roadrunner”), SARGENT TRUCKING, INC., a Maine corporation (“Sargent”), BIG ROCK TRANSPORTATION, INC., an Indiana corporation (“Big Rock”), MIDWEST CARRIERS, INC., an Indiana corporation (“Midwest”), SMITH TRUCK BROKERS, INC., a Maine corporation (“Smith Truck”) and B&J TRANSPORTATION, INC., a Maine corporation (“B&J”; Sargent, Big Rock, Midwest, Smith Truck and B&J each a “Sargent Company” and collectively the “Sargent Companies”; the Sargent Companies and Roadrunner each a “Borrower” and collectively the “Borrowers”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”), LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as administrative agent for the Lenders and U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent for the Lenders.

RECITALS :

WHEREAS, to fund the repayment of certain indebtedness of Dawes Transport, Inc., a former Wisconsin corporation (“Dawes”), to provide working capital financing for Dawes and to provide funds for other general corporate purposes of Dawes, Dawes entered into that certain Credit Agreement dated as of March 31, 2005, among Dawes, the various financial institutions party thereto and LaSalle, individually and as agent for such financial institutions (as amended or otherwise modified through June 6, 2005, the “Original Dawes Credit Agreement”); and

WHEREAS, to secure all of its obligations, liabilities and indebtedness under the Original Dawes Credit Agreement, Dawes pledged to the Administrative Agent, for the benefit of the Administrative Agent and the “Lenders” under, and as such term is defined in, the Original Dawes Credit Agreement (herein, the “Dawes Lenders”), certain capital stock of its Subsidiaries (as defined therein) and granted to the Administrative Agent, for the benefit of the Administrative Agent and the Dawes Lenders, a security interest in and lien upon substantially all of its personal and real properties; and

WHEREAS, to fund the repayment of certain indebtedness of Roadrunner Freight Systems, Inc., a former Wisconsin corporation (“Old Roadrunner”), to provide working capital financing for Old Roadrunner and to provide funds for other general corporate purposes of Old Roadrunner, Old Roadrunner entered into that certain Credit Agreement dated as of July 25, 2003 between Old Roadrunner and LaSalle (as amended or otherwise modified through June 6, 2005, the “Original Roadrunner Credit Agreement”; the Original Dawes Credit Agreement and the Original Roadrunner Credit Agreement together being referred to as the “Original Credit Agreements”); and

WHEREAS, to secure all of its obligations, liabilities and indebtedness under the Original Roadrunner Credit Agreement, Old Roadrunner granted to LaSalle a security interest in and lien upon substantially all of its personal and real properties; and

WHEREAS, LaSalle, the Dawes Lenders, Dawes and Old Roadrunner amended and restated the terms and provisions of the Original Credit Agreements pursuant to the terms and conditions set forth in that certain Amended and Restated Credit Agreement dated as of June 6, 2005 among LaSalle, the Dawes Lenders, Dawes and Old Roadrunner (as amended or otherwise modified through the date hereof, the “Restated Credit Agreement”); and

WHEREAS, Roadrunner is successor-in-interest by merger to each of Dawes and Old Roadrunner; and

WHEREAS, Roadrunner Dawes, Inc., a Delaware corporation and the sole direct shareholder of Roadrunner (“Holdings”), has (i) guaranteed all of the obligations, liabilities and indebtedness of Roadrunner to LaSalle and the Dawes Lenders under the Restated Credit Agreement, (ii) pledged to the Administrative Agent, for the benefit of the Administrative Agent, LaSalle and the Dawes Lenders, all of the outstanding capital stock of Roadrunner and (iii) granted to the Administrative Agent, for the benefit of the Administrative Agent, LaSalle and the Dawes Lenders, a security interest in and lien upon substantially all of its personal property; and

WHEREAS, on the Closing Date (as hereinafter defined in Section 1.1) the aggregate outstanding principal balance amount of the “Loans” under, and as such term is defined in, the Restated Credit Agreement, inclusive of accrued and unpaid interest on the “Term Loans”, as such term is defined in the Restated Credit Agreement, is $56,141,446.47 (the “Credit Balance”); and

WHEREAS, immediately prior to the Sargent Merger (as defined below), Sargent Transportation, LLC, a Delaware limited liability company (“Sargent Holdings”) was a Wholly-Owned Subsidiary (as hereinafter defined in Section 1.1) of Holdings; and

WHEREAS, prior to the execution and delivery of this Agreement, Sargent Holdings merged with Sargent Transportation Group, Inc., a former Delaware corporation and the then sole direct shareholder of each of the Sargent Companies (“Sargent Holdings Corp.”), with Sargent Holdings being the surviving entity of such merger (the “Sargent Merger”); and

WHEREAS, the Sargent Merger was consummated pursuant to the terms of that certain Agreement and Plan of Merger dated as of March 14, 2007 among Holdings, Sargent Holdings Corp. and Sargent Holdings (the “Sargent Merger Agreement”); and

WHEREAS, each of the Borrowers desires that the Lenders amend and restate the terms and provisions of the Restated Credit Agreement pursuant to the terms and

-2-

conditions set forth in this Agreement, thereby providing certain terms and revolving credit facilities (which include letters of credit) to the Borrowers;

WHEREAS, each of Holdings and Roadrunner desires to reaffirm, as applicable, its prior pledges and grants of security interest made in connection with the Restated Credit Agreement, and to confirm that such pledges and grants secure all of the Obligations (as hereinafter defined in Section 1.1); and

WHEREAS, each Sargent Company desires to grant to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a security interest in, and a lien upon, substantially all of its personal properties to secure all of the Obligations; and

WHEREAS, Sargent Holdings desires to (i) guarantee all of the Obligations under this Agreement, (ii) pledge to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, all of the outstanding capital stock of each Sargent Company and (iii) grant to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a security interest in, and a lien upon, substantially all of its personal properties;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Borrowers, Lenders and Administrative Agent agree as follows:

SECTION 1. DEFINITIONS.

1.1. Definitions.

When used herein the following terms shall have the following meanings:

Account Debtor is defined in the Guaranty and Collateral Agreement.

Account or Accounts is defined in the UCC.

Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary of the acquiring Person).

Adjusted Current Assets means, as of any date of determination, the consolidated current assets of Holdings and its Subsidiaries at such date minus , in each case to the extent otherwise included in such consolidated current assets and without duplication, the sum of (i) cash and cash equivalents and (ii) amounts due from Affiliates.

-3-

Adjusted Current Liabilities means, as of any date of determination, the consolidated current liabilities of Holdings and its Subsidiaries at such date minus , in each case to the extent otherwise included in such consolidated current liabilities and without duplication, the sum of (i) the current portion of Debt (including current maturities of long-term Debt) of Holdings and its Subsidiaries, (ii) the outstanding amount of Revolving Loans and (iii) amounts due to Affiliates.

Adjusted Working Capital means, as of any date of determination, Adjusted Current Assets as of such date minus Adjusted Current Liabilities as of such date.

Administrative Agent means LaSalle in its capacity as administrative agent for the Lenders hereunder and any successor thereto in such capacity.

Affected Loan — see Section 8.3 .

Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person and (c) with respect to any Lender, any entity administered or managed by such Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Unless expressly stated otherwise herein, neither the Administrative Agent nor any Lender shall be deemed an Affiliate of any Loan Party.

Agent Fee Letter means the fee letter dated as of the date hereof between Borrowers and the Administrative Agent.

Agreement — see the Preamble .

American Capital means American Capital Strategies, Ltd., a Delaware corporation.

Applicable Margin means, for any day, the rate per annum set forth below opposite the level (the “Level”) then in effect, it being understood that the Applicable Margin for (i) LIBOR Loans shall be the percentage set forth under the column “LIBOR Margin”, (ii) Base Rate Loans shall be the percentage set forth under the column “Base Rate Margin”, (iii) the Non-Use Fee Rate shall be the percentage set forth under the column “Non-Use Fee Rate” and (iv) the L/C Fee shall be the percentage set forth under the column “L/C Fee Rate”:


	Total Debt to
Level	EBITDA Ratio	LIBOR Margin			Base Rate Margin			Non-Use Fee Rate			L/C Fee Rate
I	≥ 4.75 to 1.0		4.00	%		2.50	%		0.50	%		4.00	%
II	≥ 4.25 to 1.0 but
	<4.75 to 1.0		3.75	%		2.25	%		0.50	%		3.75	%

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	Total Debt to
Level	EBITDA Ratio	LIBOR Margin			Base Rate Margin			Non-Use Fee Rate			L/C Fee Rate
III	≥ 3.75 to 1.0 but
	<4.25 to 1.0		3.50	%		2.00	%		0.50	%		3.50	%
IV	≥ 3.25 to 1.0 but
	<3.75 to 1.0		3.25	%		1.75	%		0.50	%		3.25	%
V	≥ 2.75 to 1.0 but
	<3.25 to 1.0		2.75	%		1.25	%		0.30	%		2.75	%
VI	<2.75 to 1.0		2.50	%		1.00	%		0.30	%		2.50	%

The LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall be adjusted, to the extent an adjustment is applicable, on the fifth (5th) Business Day after Borrowers provide or are required to provide the annual and quarterly financial statements and other information pursuant to Sections 10.1.1 or 10.1.2 , as applicable, and the related Compliance Certificate, pursuant to Section 10.1.3 . Notwithstanding anything contained in this paragraph to the contrary, (a) if Borrowers fail to deliver any of the financial statements and/or the Compliance Certificate in accordance with the provisions of Sections 10.1.1 , 10.1.2 and 10.1.3 , the LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall be based upon Level I above beginning on the date such financial statements and/or Compliance Certificate were required to be delivered until the fifth (5th) Business Day after such financial statements and Compliance Certificate are actually delivered, whereupon the Applicable Margin shall be determined by the then current Level; (b) no reduction to any Applicable Margin shall become effective at any time when an Event of Default or Unmatured Event of Default has occurred and is continuing; and (c) the initial Applicable Margin on the Closing Date shall be based on Level I until the date on which the financial statements and Compliance Certificate are required to be delivered for the Fiscal Quarter ending June 30, 2007.

Asset Disposition means the sale, lease, assignment or other transfer for value (each, a “Disposition”) by any Loan Party to any Person (other than a Loan Party) of any asset or right of such Loan Party (including, the loss, destruction or damage of any thereof or any actual or threatened (in writing to any Loan Party) condemnation, confiscation, requisition, seizure or taking thereof) other than (a) the Disposition of any asset which, absent the occurrence and continuance of an Event of Default, is to be replaced, and is in fact replaced during the absence of any Event of Default, within 180 days after such Disposition with another asset that is usable in the business of Borrowers and (b) other Dispositions in any Fiscal Year the Net Proceeds of which do not in the aggregate exceed $200,000.

Assignee — see Section 15.6.1 .

Assignment Agreement — see Section 15.6.1 .

Attorney Costs means, with respect to any Person, all reasonable fees and charges of any external counsel to such Person, all reasonable disbursements of such external counsel and all court costs and similar legal expenses.

B&J — see the Preamble .

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Bank Product Agreements means those certain cash management service or other agreements entered into from time to time between any Loan Party and a Lender or its Affiliates in connection with any of the Bank Products.

Bank Product Obligations means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by the Loan Parties to any Lender or its Affiliates pursuant to or evidenced by the Bank Product Agreements 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 such amounts that a Loan Party is obligated to reimburse to the Administrative Agent or any Lender as a result of the Administrative Agent or such Lender purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to the Loan Parties pursuant to the Bank Product Agreements.

Bank Products means any service or facility extended to any Loan Party by any Lender or its Affiliates including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) Hedging Agreements.

Base Rate means at any time the greater of (a) the Federal Funds Rate plus 0.5% and (b) the Prime Rate.

Base Rate Loan means any Loan which bears interest at or by reference to the Base Rate.

Base Rate Margin — see the definition of Applicable Margin.

Big Rock — see the Preamble .

Borrower(s) — see the Preamble .

Borrower Representative means Roadrunner in its capacity as representative of the Borrowers pursuant to the provisions of Section 2.8 .

Borrowing Base means an amount equal to the total of (i) 90% of the unpaid amount of all Eligible Accounts, for the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, subject to the completion of the Administrative Agent’s initial field examination of the Borrowers’ operations no later than June 30, 2007 and (ii) 80% of the unpaid of all Eligible Account, from and following the first to occur of (x) the day following the first anniversary of the Closing Date and (y) July 1, 2007, in the event Administrative Agent shall have failed to complete its initial field examination of the Borrowers’ operations by June 30, 2007.

Borrowing Base Certificate means a certificate substantially in the form of Exhibit C .

BSA — see Section 10.4 .

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Business Day means any day on which LaSalle is open for commercial banking business in Chicago, Illinois and, in the case of a Business Day which relates to a LIBOR Loan, on which dealings are carried on in the London interbank eurodollar market.

Capital Expenditures means all expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of Borrowers, including expenditures in respect of Capital Leases, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (b) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced.

Capital Lease means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person.

Capital Securities means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the Closing Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such ownership interest.

Cash Collateralize means to deliver cash collateral to the Administrative Agent, to be held as cash collateral for outstanding Letters of Credit, pursuant to documentation satisfactory to the Administrative Agent. Derivatives of such term have corresponding meanings.

Cash Equivalent Investment means, at any time, (a) any evidence of Debt, maturing not more than one year after such time, issued or guaranteed by the United States Government or any agency thereof, (b) commercial paper, maturing not more than one year from the date of issue, or corporate demand notes, in each case (unless issued by a Lender or its holding company) rated at least A-l by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or P-l by Moody’s Investors Service, Inc., (c) any certificate of deposit, time deposit or banker’s acceptance, maturing not more than one year after such time, or any overnight Federal Funds transaction that is issued or sold by any Lender or its holding company (or by a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000), (d) any repurchase agreement entered into with any Lender (or commercial banking institution of the nature referred to in clause (c) ) which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such Lender (or other commercial banking institution) thereunder and (e) money market accounts or mutual funds

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which invest exclusively in assets satisfying the foregoing requirements, and (f) other short term liquid investments approved in writing by the Administrative Agent.

Change of Control means the occurrence of any of the following events: (a) Sponsor shall cease to own and control at least 51% of the outstanding Capital Securities of Holdings; (b) Sponsor shall cease to have the right, either by contract or as result of Capital Security ownership, to elect a majority of the board of directors of Holdings and to direct the management policies and decisions of Holdings, or shall at any time fail to exercise such right, (c) Holdings shall cease to directly own and control 100% of each class of the outstanding Capital Securities of each of Roadrunner and Sargent Holdings; (d) Sargent Holdings shall cease to directly own and control 100% of each class of the outstanding Capital Securities of each Sargent Company; (e) any Borrower (or the entity resulting from any merger between the Borrowers pursuant to Section 11.4 ) shall cease to, directly or indirectly, own and control 100% of each class of the outstanding Capital Securities of each Subsidiary (to the extent such Subsidiaries are permitted hereunder following the Closing Date) or (e) a “Change of Control” shall occur under the Mezzanine Purchase Agreement.

Closing Date — see Section 12.1 .

Code means the Internal Revenue Code of 1986.

Collateral has the meaning as defined in the Guaranty and Collateral Agreement.

Collateral Access Agreement means an agreement in form and substance reasonably satisfactory to the Administrative Agent pursuant to which a lessor of real property on which Collateral is stored or otherwise located acknowledges the Liens of the Administrative Agent and waives or subordinates, in a manner reasonably satisfactory to the Administrative Agent, any Liens held by such Person on such property, and permits the Administrative Agent reasonable access to such real property following the occurrence and during the continuance of an Event of Default.

Collateral Documents means, collectively, the Guaranty and Collateral Agreement, each Collateral Access Agreement, each Mortgage, each control agreement and any other agreement or instrument pursuant to which any Loan Party or any other Person grants or purports to grant a Lien to the Administrative Agent for the benefit of the Lenders or otherwise relates to such Lien.

Commitment means, as to any Lender, such Lender’s commitment interest in, and commitment to make, Loans, and to issue or participate in Letters of Credit, under this Agreement. The initial amount of each Lender’s Commitment is set forth on Annex A .

Compliance Certificate means a Compliance Certificate in substantially the form of Exhibit B .

Computation Period means each period of four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter.

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Consolidated Net Income means, with respect to Holdings and its Subsidiaries for any period, the net income (or loss) of Holdings and its Subsidiaries for such period, excluding any gains and/or losses from Dispositions of any assets, any extraordinary gains, any extraordinary losses and any gains from discontinued operations.

Contingent Liability means, with respect to any Person, each obligation and liability of such Person and all such obligations and liabilities of such Person incurred pursuant to any agreement, undertaking or arrangement by which such Person: (a) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (b) guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person; (c) undertakes or agrees (whether contingently or otherwise): (i) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor, (ii) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person, or (iii) to make payment to any other Person other than for value received; (d) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (e) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (f) undertakes or agrees otherwise to assure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

Controlled Group means all members of a controlled group of corporations, all members of a controlled group of trades or businesses (whether or not incorporated) under common control and all members of an affiliated service group which, together with the Loan Parties, are treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

Credit Balance — see the Recitals .

Dawes — see the Recitals .

Dawes Lenders — see the Recitals .

Debt of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, whether or not evidenced by bonds, debentures, notes or similar

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instruments, (b) all obligations of such Person as lessee under Capital Leases which have been or should be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (c) all obligations of such Person to pay the deferred purchase price of property or services (including the Deferred Sargent Earnout Obligations, but excluding trade accounts payable in the ordinary course of business), (d) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed by such Person; provided that if such Person has not assumed or otherwise become liable for such indebtedness, such indebtedness shall be measured at the fair market value of such property securing such indebtedness at the time of determination, (e) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn), bankers’ acceptances and similar obligations issued for the account of such Person (including the Letters of Credit), (f) all Hedging Obligations of such Person, (g) all Contingent Liabilities of such Person, (h) all Debt of any partnership of which such Person is a general partner and (i) any Capital Securities or other equity instrument, whether or not mandatorily redeemable, that under GAAP is characterized as debt, whether pursuant to financial accounting standards board issuance No. 150 or otherwise.

Debt to be Repaid means Debt listed on Schedule 12.1 .

Deferred Sargent Earnout Obligations means the portion of the Sargent Earnout Obligations due on or about November 30, 2012.

Designated Proceeds — see Section 6.2.2(a) .

Dollar and the sign “ $ ” mean lawful money of the United States of America.

EBITDA means, for any period, Consolidated Net Income for such period plus , to the extent deducted in determining such Consolidated Net Income, Interest Expense, income tax expense, depreciation, amortization for such period, transaction expenses incurred during such period attributable to the Related Transactions (not exceeding $1,500,000 in the aggregate for all such expenses), cash expenses incurred following September 30, 2006, not to exceed $1,250,000 in the aggregate, in connection with the integration of the businesses of the Borrowers, and other non-cash charges required by GAAP (including, without limitation, those resulting from purchase accounting and the grant by Holdings of stock options and other equity-related incentives); provided , that EBITDA for each period set forth below shall be deemed to be the amount set forth below opposite such period:


Month	Amount
April 1, 2006 through and including June 30, 2006	$	8,301,000
July 1, 2006 through and including September 30, 2006	$	7,612,000

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Month	Amount
October 1, 2006 through and including December 31, 2006	$	2,576,000
January 1, 2007 through and including January 31, 2007 and February 1, 2007 through and including February 28, 2007	Actual reported EBITDA of Borrowers for such months, subject to adjustments that are reasonably acceptable to Administrative Agent and are consistent with the adjustments reflected in the EBITDA amounts specified above by dollar amounts.

Eligible Account means an Account owing to any Borrower which meets each of the following requirements:

(a) it arises from the rendering of services which have been fully performed by such Borrower;

(b) it (i) is subject to a perfected, first priority Lien in favor of the Administrative Agent and (ii) is not subject to any other assignment, claim or Lien;

(c) it is a valid, legally enforceable and unconditional obligation of the Account Debtor with respect thereto, and is not subject to the fulfillment of any condition whatsoever;

(d) to the extent it is not subject to any counterclaim, credit, allowance, discount, rebate or adjustment by the Account Debtor with respect thereto, or to any claim by such Account Debtor denying liability thereunder, and to the extent the Account Debtor has not refused to accept any of the services which are the subject of such Account;

(e) there is no bankruptcy, insolvency or liquidation proceeding pending by or against the Account Debtor with respect thereto;

(f) the Account Debtor with respect thereto is a resident or citizen of, and is located within, the United States or Canada (excluding Quebec, the Northwest Territories and Nunavit), unless the sale of goods or services giving rise to such Account is on letter of credit, banker’s acceptance or other credit support terms reasonably satisfactory to the Administrative Agent;

(g) it arises in the ordinary course of business of such Borrower;

(h) if the Account Debtor is the United States or any department, agency or instrumentality thereof, such Borrower has assigned its right to payment of such Account to

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the Administrative Agent pursuant to the Assignment of Claims Act of 1940, and evidence (satisfactory to the Administrative Agent) of such assignment has been delivered to the Administrative Agent;

(i) if such Borrower maintains a credit limit for an Account Debtor, to the extent the aggregate dollar amount of Accounts due from such Account Debtor, including such Account, does not exceed such credit limit;

(j) if the Account is evidenced by chattel paper or an instrument, the originals of such chattel paper or instrument shall have been endorsed and/or assigned and delivered to the Administrative Agent or, in the case of electronic chattel paper, shall be in the control of the Administrative Agent, in each case in a manner satisfactory to the Administrative Agent;

(k) such Account is evidenced by an invoice delivered to the related Account Debtor and is not more than (i) 60 days past the due date thereof or (ii) 90 days past the original invoice date thereof (increased to 120 days with respect to Accounts containing 60 day terms), in each case according to the original terms of sale;

(l) the Account Debtor with respect thereto is not an Affiliate of any Borrower;

(m) it is not owed by an Account Debtor with respect to which 25% or more of the aggregate amount of outstanding Accounts owed at such time by such Account Debtor is classified as ineligible under clause (k) of this definition; and

(n) if the aggregate amount of all Accounts owed by the Account Debtor thereon exceeds 25% of the aggregate amount of all Accounts at such time, then all Accounts owed by such Account Debtor in excess of such amount shall be deemed ineligible.

An Account which is at any time an Eligible Account, but which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be an Eligible Account.

Environmental Claims means all claims, however asserted, by any governmental, regulatory or judicial authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.

Environmental Laws means all present or future federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authority, in each case relating to any matter arising out of or relating to public health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, emission, release, threatened release, control or cleanup of any Hazardous Substance.

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Eos means Eos Management, Inc., a Delaware corporation.

ERISA means the Employee Retirement Income Security Act of 1974.

Event of Default means any of the events described in Section 13.1 .

Excess Cash Flow means, for any period, the remainder of (a) the sum of EBITDA for such period, plus the decrease, if any, in the amount of Adjusted Working Capital as of the last day of such period over the amount of Adjusted Working Capital as of the day immediately preceding the first day of same period, minus (b) the sum, without duplication, of (i) scheduled repayments of principal of the Term Loan made during such period, plus (ii) cash payments made in such period with respect to Capital Expenditures, plus (iii) all income taxes paid in cash by the Loan Parties during such period, plus (iv) cash Interest Expense of the Loan Parties during such period, plus (v) transaction expenses attributable to the Related Transactions paid in cash by the Loan Parties during such period, to the extent added back in the computation of EBITDA for such period, plus (vi) cash expenses incurred in connection with the integration of the businesses of the Borrowers, to the extent added back in the computation of EBITDA for such period plus (vii) the increase, if any, in the amount of Adjusted Working Capital as of the last day of such period over the amount of Adjusted Working Capital as of the day immediately preceding the first day of such period plus (viii) cash payments in respect of the Sargent Earnout Obligations made or scheduled to be made during the Fiscal Year in which Excess Cash Flow is payable for such period (and, if scheduled to be made, solely to the extent the amount thereof has been agreed to among Sargent Holdings, Bruce Sargent and Michael Tweedie), to the extent such payments (in the case of the Deferred Sargent Earnout Obligations) are permitted under the terms of the Sargent Earnout Subordination Agreement plus (ix) cash payments of dividends on the Holdings Preferred Stock, to the extent such payments are permitted under the terms of the Sargent Earnout Subordination Agreement.

Excluded Taxes means taxes based upon, or measured by, the Lender’s or Administrative Agent’s (or a branch of the Lender’s or Administrative Agent’s) overall net income, overall net receipts, or overall net profits (including franchise taxes imposed in lieu of such taxes).

Federal Funds Rate means, for any day, a fluctuating interest rate equal for each day during such period to 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 for such day (or, if such day is not a Business Day, for the next preceding 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 the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent. The Administrative Agent’s determination of such rate shall be binding and conclusive absent manifest error.

Fiscal Quarter means a fiscal quarter of a Fiscal Year.

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Fiscal Year means the fiscal year of Holdings and its Subsidiaries, which period shall be the 12-month period ending on December 31 of each year. References to a Fiscal Year with a number corresponding to any calendar year (e.g., “Fiscal Year 2003”) refer to the Fiscal Year ending on December 31 of such calendar year.

Fixed Charge Coverage Ratio means, for any Computation Period, the ratio of (a) the total for such period of EBITDA plus Rental Expense minus the sum of income taxes paid in cash by the Loan Parties and all unfinanced Capital Expenditures to (b) the sum for such period of (i) cash Interest Expense plus (ii) regularly scheduled payments of principal of Funded Debt (including the Term Loan but excluding (in each case, to the extent otherwise included) the Revolving Loans and the Sargent Earnout Obligations) plus (iii) Rental Expense plus (iv) the aggregate amount distributed by Holdings in connection with the repurchase of Capital Securities of Holdings plus (v) payments of dividends on the Holdings Preferred Stock; provided , that, for purposes of this definition, (i) Rental Expenses, income taxes paid in cash, unfinanced Capital Expenditures, cash Interest Expense and regularly scheduled payments of principal of Funded Debt for each period set forth below shall be deemed to be the amount set forth below for such period:


	Rental		Cash Income			Unfinanced Capital
Period	Expense		Taxes			Expenditures
April 1, 2006 through and including June 30, 2006	$	2,489,000		($1,747,000	)	$	360,000
July 1, 2006 through and including September 30, 2006	$	2,582,000	$	148,000		$	236,000
October 1, 2006 through and including December 31, 2006	$	2,430,000	$	84,000		$	174,000


	Cash Interest		Regularly Scheduled
Period	Expense		Payments of Principal
April 1, 2006 through and including June 30, 2006	$	2,406,000	$	0
July 1, 2006 through and including September 30, 2006	$	2,363,000	$	0
October 1, 2006 through and including December 31, 2006	$	2,731,000	$	0

FRB means the Board of Governors of the Federal Reserve System or any successor thereto.

Funded Debt means, as to any Person, all Debt of such Person that matures more than one year from the date of its creation (or is renewable or extendible, at the option of such Person, to a date more than one year from such date).

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GAAP means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession) and the Securities and Exchange Commission, which are applicable to the circumstances as of the date of determination.

Group — see Section 2.2.1 .

Guaranty and Collateral Agreement means the Guaranty and Collateral Agreement dated as of the date hereof executed and delivered by the Loan Parties in favor of the Administrative Agent and the Lenders, together with any joinders thereto and any other guaranty and collateral agreement executed by a Loan Party, in each case in form and substance satisfactory to the Administrative Agent.

Hazardous Substances means (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, dielectric fluid containing levels of polychlorinated biphenyls, radon gas and mold; (b) any chemicals, materials, pollutant or substances defined as or included in the definition of “hazardous substances”, “hazardous waste”, “hazardous materials”, “extremely hazardous substances”, “restricted hazardous waste”, “toxic substances”, “toxic pollutants”, “contaminants”, “pollutants” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, the exposure to, or release of which is prohibited, limited or regulated by any governmental authority or for which any duty or standard of care is imposed pursuant to, any Environmental Law.

Hedging Agreement means any interest rate, currency or commodity swap agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices.

Hedging Obligation means, with respect to any Person, any liability of such Person under any Hedging Agreement. The amount of any Person’s obligation in respect of any Hedging Obligation shall be deemed to be the incremental obligation that would be reflected in the financial statements of such Person in accordance with GAAP.

Holdings — see the Recitals .

Holdings Preferred Stock means the Series A Redeemable Preferred Stock of Holdings.

Indemnified Liabilities — see Section 15.17 .

Intercompany Loans — see Section 2.8 .

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Interest Expense means for any period the consolidated interest expense of Holdings and its Subsidiaries for such period (including all imputed interest on Capital Leases).

Interest Period means, as to any LIBOR Loan, the period commencing on the date such Loan is borrowed or continued as, or converted into, a LIBOR Loan and ending on the date one, two, three or six months thereafter as selected by Borrower Representative pursuant to Section 2.2.2 or 2.2.3 , as the case may be; provided that:

(a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day;

(b) any Interest Period that begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c) Borrowers may not select any Interest Period for a Revolving Loan which would extend beyond the scheduled Termination Date; and

(d) Borrowers may not select any Interest Period for the Term Loan if, after giving effect to such selection, the aggregate principal amount of the Term Loan having Interest Periods ending after any date on which an installment of the Term Loan is scheduled to be repaid would exceed the aggregate principal amount of the Term Loan scheduled to be outstanding after giving effect to such repayment.

Investment means, with respect to any Person, any investment in another Person, whether by acquisition of any debt or Capital Security, by making any loan or advance, by becoming obligated with respect to a Contingent Liability in respect of obligations of such other Person (other than travel and similar advances to employees in the ordinary course of business) or by making an Acquisition.

IRS means the Internal Revenue Service.

Issuing Lender means LaSalle, in its capacity as the issuer of Letters of Credit hereunder, or any Affiliate of LaSalle that may from time to time issue Letters of Credit, and their successors and assigns in such capacity.

LaSalle — see the Preamble .

L/C Application means, with respect to any request for the issuance of a Letter of Credit, a letter of credit application in the form being used by the Issuing Lender at the time of such request for the type of letter of credit requested.

L/C Fee Rate — see the definition of Applicable Margin.

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Lender — see the Preamble . References to the “Lenders” shall include the Issuing Lender; for purposes of clarification only, to the extent that LaSalle (or any successor Issuing Lender) may have any rights or obligations in addition to those of the other Lenders due to its status as Issuing Lender, its status as such will be specifically referenced. In addition to the foregoing, solely for the purpose of identifying the Persons entitled to share in the Collateral and the proceeds thereof under, and in accordance with the provisions of, this Agreement and the Collateral Documents, the term “Lender” shall include Affiliates of a Lender providing a Bank Product (it being agreed that none of such Affiliates shall have any consent or other approval rights over any release by Administrative Agent of any Lien granted to or held by Administrative Agent under any Collateral Document).

Lender Party — see Section 15.17 .

Letter of Credit — see Section 2.1.3 .

LIBOR Loan means any Loan which bears interest at a rate determined by reference to the LIBOR Rate.

LIBOR Margin — see the definition of Applicable Margin.

LIBOR Office means, with respect to any Lender, the office or offices of such Lender which shall be making or maintaining the LIBOR Loans of such Lender hereunder. A LIBOR Office of any Lender may be, at the option of such Lender, either a domestic or foreign office.

LIBOR Rate means a rate of interest equal to (a) the per annum rate of interest at which United States dollar deposits in an amount comparable to the amount of the relevant LIBOR Loan and for a period equal to the relevant Interest Period are offered in the London Interbank Eurodollar market at 11:00 A.M. (London time) two (2) Business Days prior to the commencement of such Interest Period (or three (3) Business Days prior to the commencement of such Interest Period if banks in London, England were not open and dealing in offshore United States dollars on such second preceding Business Day), as displayed in the Bloomberg Financial Markets system (or other authoritative source selected by the Administrative Agent in its sole discretion) or, if the Bloomberg Financial Markets system or another authoritative source is not available, as the LIBOR Rate is otherwise determined by the Administrative Agent in its sole and absolute discretion, divided by (b) a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D), such rate to remain fixed for such Interest Period. The Administrative Agent’s determination of the LIBOR Rate shall be conclusive, absent manifest error.

Lien means, with respect to any Person, any interest in any real or personal property, asset or other right owned or being purchased or acquired by such Person (including an interest in respect of a Capital Lease) which secures payment or performance

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of any obligation and shall include any mortgage, lien, encumbrance, title retention lien, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.

Loan Documents means this Agreement, the Notes, the Letters of Credit, the Master Letter of Credit Agreement, the L/C Applications, the Agent Fee Letter, the Collateral Documents, the Subordination Agreements and all documents, instruments and agreements delivered in connection with the foregoing.

Loan Party means Holdings, Sargent Holdings, the Borrowers and, if any, each Subsidiary.

Loan or Loans means, as the context may require, Revolving Loans, the Term Loan and/or Swing Line Loans.

Management Agreement means that certain Amended and Restated Management and Consulting Agreement dated as of March 14, 2007 among Thayer Management, Eos, the Sargent Companies and Roadrunner.

Mandatory Prepayment Event — see Section 6.2.2(a) .

Margin Stock means any “margin stock” as defined in Regulation U.

Master Letter of Credit Agreement means, at any time, with respect to the issuance of Letters of Credit, a master letter of credit agreement or reimbursement agreement in the form, if any, being used by the Issuing Lender at such time.

Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business or properties of the Loan Parties taken as a whole, (b) a material impairment of the ability of any Loan Party to perform any of the material Obligations under any Loan Document or (c) a material adverse effect upon any substantial portion of the Collateral under the Collateral Documents or upon the legality, validity, binding effect or enforceability against any Loan Party of any material Loan Document.

Mezzanine Debt means Debt evidenced by the Mezzanine Purchase Agreement.

Mezzanine Purchase Agreement means that certain Amended and Restated Notes Purchase Agreement among the Sargent Companies, Roadrunner, the guarantors listed therein, the Sankaty Entities and American Capital.

Mezzanine Subordination Agreement means that certain Subordination Agreement dated as of the date hereof among Holdings, Sargent Holdings, Borrowers, the Administrative Agent, the Sankaty Entities and American Capital.

Midwest — see the Preamble .

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Mortgage means a mortgage, deed of trust, leasehold mortgage or similar instrument granting the Administrative Agent a Lien on real property of any Loan Party.

Multiemployer Pension Plan means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any other member of the Controlled Group could reasonably be expected to have any liability.

Net Cash Proceeds means:

(a) with respect to any Asset Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance or by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by any Loan Party pursuant to such Asset Disposition net of (i) the direct costs relating to such sale, transfer or other disposition (including sales commissions and legal, accounting and investment banking fees), (ii) taxes paid or reasonably estimated by Borrowers to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (iii) amounts required to be applied to the repayment of any Debt secured by a Lien on the asset subject to such Asset Disposition (other than the Loans);

(b) with respect to any issuance of Capital Securities, the aggregate cash proceeds received by any Loan Party pursuant to such issuance, net of the direct costs relating to such issuance (including sales and underwriters’ commissions); and

(c) with respect to any issuance of Debt, the aggregate cash proceeds received by any Loan Party pursuant to such issuance, net of the direct costs of such issuance (including up-front, underwriters’ and placement fees).

Non-U.S. Participant — see Section 7.6(d) .

Non-Use Fee Rate — see the definition of Applicable Margin.

Note means a promissory note substantially in the form of Exhibit A .

Notice of Borrowing — see Section 2.2.2 .

Notice of Conversion/Continuation — see Section 2.2.3 .

Obligations means all obligations (monetary (including post-petition interest, allowed or not) or otherwise) of any Loan Party under this Agreement and any other Loan Document including Attorney Costs and any reimbursement obligations of each Loan Party in respect of Letters of Credit and surety bonds, all Hedging Obligations permitted hereunder which are owed to any Lender or its Affiliate, and all Bank Products Obligations, all in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

OFAC — see Section 10.4 .

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Old Roadrunner — see the Recitals .

Original Credit Agreements — see the Recitals .

Original Dawes Credit Agreement — see the Recitals .

Original Roadrunner Credit Agreement — see the Recitals .

PBGC means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

Participant — see Section 15.6.2 .

Pension Plan means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA or the minimum funding standards of ERISA (other than a Multiemployer Pension Plan), and as to which Borrowers or any member of the Controlled Group could reasonably be expected to have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

Permitted Lien means a Lien expressly permitted hereunder pursuant to Section 11.2 .

Person means any natural person, corporation, partnership, trust, limited liability company, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity.

Prime Rate means, for any day, the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its prime rate (whether or not such rate is actually charged by the Administrative Agent), which is not intended to be the Administrative Agent’s lowest or most favorable rate of interest at any one time. Any change in the Prime Rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change; provided that the Administrative Agent shall not be obligated to give notice of any change in the Prime Rate.

Prior Obligations — see Section 2.6 .

Pro Rata Share means:

(a) with respect to a Lender’s obligation to make Revolving Loans, participate in Letters of Credit, reimburse the Issuing Lender, and with respect to a Lender’s right to receive payments of principal, interest, fees, costs, and expenses with respect thereto, (x) prior to the Revolving Commitment of such Lender being terminated or reduced to zero, the percentage obtained by dividing (i) such Lender’s Revolving Commitment, by (ii) the aggregate Revolving Commitment of all Lenders and (y) from and after the time the

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Revolving Commitment of such Lender has been terminated or reduced to zero, the percentage obtained by dividing (i) the aggregate unpaid principal amount of such Lender’s Revolving Outstandings (after settlement and repayment of all Swing Line Loans by the Lenders) by (ii) the aggregate unpaid principal amount of all Revolving Outstandings;

(b) with respect to a Lender’s right to receive payments of interest, fees, and principal with respect to the Term Loan, the percentage obtained by dividing (i) the principal amount of such Lender’s Term Loan by (ii) the principal amount of the Term Loan of all Lenders; and

(c) with respect to all other matters as to a particular Lender, the percentage obtained by dividing (i) such Lender’s Revolving Commitment plus the unpaid principal amount of such Lender’s Term Loan by (ii) the aggregate amount of Revolving Commitment of all Lenders plus the unpaid principal amount of the Term Loan of all Lenders; provided that in the event the Commitments have been terminated or reduced to zero, Pro Rata Share shall be the percentage obtained by dividing (A) the principal amount of such Lender’s Revolving Outstandings (after settlement and repayment of all Swing Line Loans by the Lenders) plus the unpaid principal amount of such Lender’s Term Loan by (B) the principal amount of all outstanding Revolving Outstandings plus the unpaid principal amount of the Term Loan of all Lenders.

Refunded Swing Line Loan — see Section 2.2.4(c) .

Regulation D means Regulation D of the FRB.

Regulation U means Regulation U of the FRB.

Related Agreements means the Sargent Merger Agreement, the documents and agreements giving effect to the Sargent Merger and all material agreements, documents and instruments executed in connection therewith.

Related Transactions means the transactions contemplated by the Related Agreements.

Rental Expense means, for any period, rent expense during such period in connection with operating leases of real and personal property with an initial or extended duration of one year or more, including the current maturities thereof, as determined in accordance with GAAP.

Replacement Lender — see Section 8.7(b) .

Reportable Event means a reportable event as defined in Section 4043 of ERISA and the regulations issued thereunder as to which the PBGC has not waived the notification requirement of Section 4043(a), or the failure of a Pension Plan to meet the minimum funding standards of Section 412 of the Code (without regard to whether the

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Pension Plan is a plan described in Section 4021(a)(2) of ERISA) or under Section 302 of ERISA.

Required Lenders means, at any time, Lenders whose Pro Rata Shares exceed 67% as determined pursuant to clause (c) of the definition of “Pro Rata Share”; provided, that at any time that there exists only two Lenders, Required Lenders shall mean both Lenders.

Restated Credit Agreement — see the Recitals .

Revolving Commitment means, as to any Lender, the amount specified for such Lender as the “Revolving Commitment Amount” on Annex A hereto, subject to adjustment pursuant to any and all Assignment Agreements entered into by such Lender following the Closing Date, in each case as such amount may be reduced from time to time pursuant to Section 6.1 . On the Closing Date, the aggregate Revolving Commitments of all Lenders is $50,000,000, as such amount may be reduced from time to time pursuant to Section 6.1 .

Revolving Loan — see Section 2.1.1 .

Revolving Loan Availability means the lesser of (i) the Revolving Commitment of all Lenders and (ii) the Borrowing Base.

Revolving Outstandings means, at any time, the sum of (a) the aggregate principal amount of all outstanding Revolving Loans, plus (b) the Stated Amount of all Letters of Credit.

Roadrunner — see the Preamble .

Sankaty Entities means Sankaty Credit Opportunities, L.P., Sankaty Credit Opportunities II, L.P. and RGIP, LLC.

Sargent — see the Preamble .

Sargent Companies — see the Preamble .

Sargent Earnout Obligations means the “Contingent Payments”, as such term is defined in the Sargent Purchase Agreement.

Sargent Earnout Subordination Agreement means, collectively, (i) that certain Subordination Agreement dated as of the date hereof among Administrative Agent, Sargent Holdings, Holdings and Michael Tweedie, as amended or otherwise modified from time to time and (ii) that certain Subordination Agreement dated as of the date hereof among Administrative Agent, Sargent Holdings, Holdings and Bruce Sargent, as amended or otherwise modified from time to time.

Sargent Holdings — see the Recitals .

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Sargent Holdings Corp. — see the Recitals .

Sargent Merger — see the Recitals .

Sargent Merger Agreement — see the Recitals .

Sargent Purchase Agreement means that certain Stock Purchase Agreement dated as of October 4, 2006 among the Sargent Companies, Sargent Holdings Corp., Bruce Sargent and Michael Tweedie, as the same exists on the date hereof.

SEC means the Securities and Exchange Commission or any other governmental authority succeeding to any of the principal functions thereof.

Senior Debt means all Total Debt of Holdings and its Subsidiaries other than Subordinated Debt.

Senior Debt to EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio of (a) Senior Debt as of such day to (b) EBITDA for the Computation Period ending on such day.

Senior Officer means, with respect to any Loan Party, any of the chief executive officer, the chief financial officer, the chief operating officer or the treasurer of such Loan Party.

Smith Truck see the Preamble .

Specified Delivery Sections means each of Sections 10.1.1 , 10.1.2 , 10.1.3 , 10.1.4 , 10.1.7 and 10.1.9 .

Sponsor means Thayer Equity Investors V, L.P., a Delaware limited partnership.

Sponsor Make Whole Agreement means that certain Keep Well Agreement dated as of the date hereof among Sponsor, the Sankaty Entities and American Capital, as the same exists on the Closing Date.

Sponsor Make Whole Subordinated Debt means unsecured Debt of Holdings owing to Sponsor made pursuant to the terms of the Sponsor Make Whole Agreement which has subordination terms, covenants, pricing and other terms which have been approved in writing by Administrative Agent prior to the creation of such Debt.

Stated Amount means, with respect to any Letter of Credit at any date of determination, (a) the maximum aggregate amount available for drawing thereunder under any and all circumstances plus (b) the aggregate amount of all unreimbursed drawings, payments and disbursements under such Letter of Credit.

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Subordinated Debt means (a) the Mezzanine Debt, (b) the Deferred Sargent Earnout Obligations and (c) any other unsecured Debt of either or both Borrowers which has subordination terms, covenants, pricing and other terms which have been approved in writing by the Required Lenders prior to the creation of such Subordinated Debt.

Subordinated Debt Documents means all documents and instruments relating to the Subordinated Debt and all amendments and modifications thereof approved by the Administrative Agent.

Subordination Agreements means the Mezzanine Subordination Agreement, and the Sargent Earnout Subordination Agreement, together with all other subordination agreements executed by a holder of Subordinated Debt in favor of the Administrative Agent and the Lenders from time to time after the Closing Date in form and substance and on terms and conditions satisfactory to Administrative Agent.

Subsidiary means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns, directly or indirectly, such number of outstanding Capital Securities as have more than 50% of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of a Borrower.

Swing Line Availability means the lesser of (a) the Swing Line Commitment Amount and (b) Revolving Loan Availability (less Revolving Outstandings at such time).

Swing Line Commitment Amount means $1,000,000, as reduced from time to time pursuant to Section 6.1 , which commitment constitutes a subfacility of the Revolving Commitment of the Swing Line Lender.

Swing Line Lender means LaSalle.

Swing Line Loan — see Section 2.2.4 .

Taxes means any and all present and future taxes, duties, levies, imposts, deductions, assessments, charges or withholdings, and any and all liabilities (including interest and penalties and other additions to taxes) with respect to the foregoing, but excluding Excluded Taxes.

Term Loan — see Section 2.1.2 .

Term Loan Maturity Date means the earlier of (a) February 28, 2012 or (b) the Termination Date.

Termination Date means the earlier to occur of (a) February 28, 2012 or (b) such other date on which the Commitments terminate pursuant to Section 6 or Section 13 .

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Termination Event means, with respect to a Pension Plan that is subject to Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal of any Loan Party or any other member of the Controlled Group from such Pension Plan during a plan year in which any Loan Party or any other member of the Controlled Group was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA, (c) the termination of such Pension Plan, the filing of a notice of intent to terminate the Pension Plan or the treatment of an amendment of such Pension Plan as a termination under Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to terminate such Pension Plan or (e) any event or condition that might constitute grounds under Section 4042 of ERISA for the termination of, or appointment of a trustee to administer, such Pension Plan.

Thayer Management means Thayer Capital Management, L.P., a Delaware limited partnership.

Total Debt means all Debt of Holdings and its Subsidiaries, determined on a consolidated basis, excluding (a) contingent obligations in respect of Contingent Liabilities (except to the extent constituting Contingent Liabilities in respect of Debt of a Person other than any Loan Party), (b) Hedging Obligations and (c) contingent obligations in respect of undrawn letters of credit.

Total Debt to EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio of (a) Total Debt as of such day to (b) EBITDA for the Computation Period ending on such day.

Total Plan Liability means, at any time, the present value of all vested and unvested accrued benefits under all Pension Plans, determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.

type — see Section 2.2.1 .

UCC is defined in the Guaranty and Collateral Agreement.

Unfunded Liability means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Pension Plans exceeds the fair market value of all assets allocable to those benefits, all determined as of the then most recent valuation date for each Pension Plan, using PBGC actuarial assumptions for single employer plan terminations.

Unmatured Event of Default means the occurrence or existence of any event or circumstance described in Section 13.1 (without giving effect to any cure periods set forth in such Section) which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default.

Withholding Certificate — see Section 7.6(d) .

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Wholly-Owned Subsidiary means, as to any Person, a Subsidiary all of the Capital Securities of which (except directors’ qualifying Capital Securities that are required to be held by such director pursuant to applicable law) are at the time directly or indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person.

1.2. Other Interpretive Provisions .

For purposes of this Agreement and the other Loan Documents:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) Section, Annex, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.”

(e) Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation.

(f) This Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and each shall be performed in accordance with its terms.

(g) This Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Administrative Agent, Borrowers, the Lenders and the other parties thereto and are the products of all parties. Accordingly, they shall not be construed against the Administrative Agent or the Lenders merely because of the Administrative Agent’s or Lenders’ involvement in their preparation.

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	SECTION 2		COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES.

2.1. Commitments.

On and subject to the terms and conditions of this Agreement, each of the Lenders, severally and for itself alone, agrees to make loans to, and to issue or participate in letters of credit for the account of, Borrowers as follows:

2.1.1. Revolving Commitment .

Each Lender with a Revolving Commitment agrees to make loans on a revolving basis (“Revolving Loans”) from time to time until the Termination Date in such Lender’s Pro Rata Share of such aggregate amounts as Borrowers may request from all Lenders; provided that Borrowers and Lenders hereby agree that a portion of the Credit Balance in the amount of $16,141,446.47 shall be deemed to be Revolving Loans made on the Closing Date pursuant to this Section 2.1.1, and provided further , that (i) the Revolving Outstandings will not at any time exceed Revolving Loan Availability less the amount of any Swing Line Loans outstanding at such time and (ii) no Lender will be required to make Revolving Loans in an amount exceeding its Revolving Commitment.

2.1.2. Term Loan Commitment .

Borrowers and Lenders hereby agree that a portion of the Credit Balance in the amount of $40,000,000.00 shall be deemed to be a term loan (the “Term Loan”) made by the Lenders in the original principal dollar amounts and applicable Pro Rata Shares set forth on Annex A hereto, and repayable in accordance with the terms and provisions of this Agreement.

2.1.3. L/C Commitment .

(a) Subject to Section 2.3.1 , the Issuing Lender agrees to issue letters of credit, in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (each, a “Letter of Credit”), at the request of Borrower Representative and for the account of Borrowers from time to time before the scheduled Termination Date and, as more fully set forth in Section 2.3.2 , each Lender agrees to purchase a participation in each such Letter of Credit; provided that (a) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed $6,000,000 and (b) the Revolving Outstandings shall not at any time exceed Revolving Loan Availability less the amount of any Swing Line Loans outstanding at such time.

(b) Borrowers, Lenders, Issuing Lender and Administrative Agent hereby agree that any and all “Letters of Credit” (as such term is defined in the Restated Credit Agreement) outstanding on the Closing Date shall be deemed to be a Letter of Credit issued under this Agreement.

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2.2. Loan Procedures.

2.2.1. Various Types of Loans .

Each Revolving Loan shall be, and the Term Loan may be divided into tranches which are, either a Base Rate Loan or a LIBOR Loan (each a “type” of Loan), as Borrower Representative shall specify in the related notice of borrowing or conversion pursuant to Section 2.2.2 or 2.2.3 . LIBOR Loans having the same Interest Period which expire on the same day are sometimes called a “Group” or collectively “Groups”. Base Rate Loans and LIBOR Loans may be outstanding at the same time, provided that not more than 5 different Groups of LIBOR Loans shall be outstanding at any one time. All borrowings, conversions and repayments of Revolving Loans shall be effected so that each Lender will have a ratable share (according to its Pro Rata Share) of all types and Groups of Loans.

2.2.2. Borrowing Procedures .

Each Borrower requesting a borrowing of loans hereunder shall direct Borrower Representative to give written notice (each such written notice, a “Notice of Borrowing”) substantially in the form of Exhibit E or telephonic notice (followed immediately by a Notice of Borrowing) to the Administrative Agent of such proposed borrowing not later than (a) in the case of a Base Rate borrowing, 11:00 A.M., Chicago time, on the proposed date of such borrowing, and (b) in the case of a LIBOR borrowing, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by the Administrative Agent, shall be irrevocable, and shall specify the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly upon receipt of such notice, the Administrative Agent shall advise each Lender thereof. Not later than 1:00 P.M., Chicago time, on the date of a proposed borrowing, each Lender shall provide the Administrative Agent at the office specified by the Administrative Agent with immediately available funds covering such Lender’s Pro Rata Share of such borrowing and, so long as the Administrative Agent has not received written notice that the conditions precedent set forth in Section 11 with respect to such borrowing have not been satisfied, the Administrative Agent shall pay over the funds received by the Administrative Agent to Borrowers on the requested borrowing date. Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of $50,000, and each LIBOR borrowing shall be in an aggregate amount of at least $500,000 and an integral multiple of at least $100,000.

2.2.3. Conversion and Continuation Procedures .

(a) Subject to Section 2.2.1 , Borrower Representative may, upon irrevocable written notice to the Administrative Agent in accordance with clause (b) below:

(A) elect, as of any Business Day, to convert any Loans (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) into Loans of the other type; or

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(B) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $500,000 or a higher integral multiple of $100,000) for a new Interest Period;

provided that after giving effect to any prepayment, conversion or continuation, the aggregate principal amount of each Group of LIBOR Loans shall be at least $500,000 and an integral multiple of $100,000.

(b) Each Borrower requesting a conversion or continuation of loans hereunder shall direct Borrower Representative to give written notice (each such written notice, a “Notice of Conversion/Continuation”) substantially in the form of Exhibit F or telephonic notice (followed immediately by a Notice of Conversion/Continuation) to the Administrative Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case:

(A) the proposed date of conversion or continuation;

(B) the aggregate amount of Loans to be converted or continued;

(D) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor.

(c) If upon the expiration of any Interest Period applicable to LIBOR Loans, Borrower Representative has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, Borrower Representative shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Interest Period.

(d) The Administrative Agent will promptly notify each Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if no timely notice is provided by Borrower Representative, of the details of any automatic conversion.

(e) Any conversion of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall be subject to Section 8.4 .

2.2.4. Swing Line Facility .

(a) The Administrative Agent shall notify the Swing Line Lender upon the Administrative Agent’s receipt of any Notice of Borrowing that requests a Swing Line Loan. Subject to the terms and conditions hereof, upon Borrower Representative’s request for a

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Swing Line Loan as set forth in the applicable Notice of Borrowing, the Swing Line Lender may, in its sole discretion, make available from time to time until the Termination Date advances (each, a “Swing Line Loan”) in accordance with any such notice, notwithstanding that after making a requested Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the Revolving Outstanding and all outstanding Swing Line Loans may exceed the Swing Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this Section 2.2.4 shall not relieve Lenders of their obligations to make Revolving Loans under Section 2.1.1 ; provided that if the Swing Line Lender makes a Swing Line Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may be made by the Lenders pursuant to such notice. The aggregate amount of Swing Line Loans outstanding shall not exceed at any time Swing Line Availability. Until the Termination Date, Borrower Representative may from time to time borrow, repay and reborrow under this Section 2.2.4 . Each Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered by Borrower Representative to the Administrative Agent in accordance with Section 2.2.2 . Any such notice must be given no later than 2:00 P.M., Chicago time, on the Business Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Required Lenders instructing it not to make a Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Section 12.2 , be entitled to fund that Swing Line Loan, and to have such Lender make Revolving Loans in accordance with Section 2.2.4(c) or purchase participating interests in accordance with Section 2.2.4(d) . Notwithstanding any other provision of this Agreement or the other Loan Documents, each Swing Line Loan shall constitute a Base Rate Loan. Borrowers shall, jointly and severally, repay the aggregate outstanding principal amount of each Swing Line Loan upon demand therefor by the Administrative Agent.

(b) The entire unpaid balance of each Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date if not sooner paid in full.

(c) The Swing Line Lender, at any time and from time to time no less frequently than once weekly, shall on behalf of Borrowers (and Borrowers hereby irrevocably authorize the Swing Line Lender to so act on their behalf) request each Lender with a Revolving Commitment (including the Swing Line Lender) to make a Revolving Loan to Borrowers (which shall be a Base Rate Loan) in an amount equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line Loans (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any Lender is prohibited from making such Revolving Loans due to the occurrence of any of the events described in Section 13.1.4 (in which event the procedures of Section 2.2.4(d) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Loan are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on the date that notice is given ( provided that such notice is given by 12:00 p.m., Chicago time, on such date, which shall be a Business Day). The proceeds of

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those Revolving Loans shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan.

(d) If, prior to refunding a Swing Line Loan with a Revolving Loan pursuant to Section 2.2.4(c) , one of the events described in Section 13.1.4 has occurred and the Lenders are precluded from making the relevant Revolving Loans by virtue of such event, then, subject to the provisions of Section 2.2.4(e) below, each Lender shall, on the date such Revolving Loan was to have been made for the benefit of Borrowers, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest.

(e) Each Lender’s obligation to make Revolving Loans in accordance with Section 2.2.4(c) and to purchase participation interests in accordance with Section 2.2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Unmatured Event of Default or Event of Default; (iii) any inability of Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (iv) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided , however , that a Lender shall not be obligated to make any such Revolving Loan or to purchase any such participation interests in respect of Swing Line Loans advanced one (1) Business Day following delivery by such Lender to the Swing Line Lender of a written notification stating that such Lender shall cease making Revolving Loans due to the failure of one or more conditions set forth in Section 12 , and providing a reasonable identification of such unsatisfied conditions (it being understood and agreed that any such written notification, once delivered, shall remain in effect as between the Swing Line Lender and such Lender until terminated in writing by such Lender). If and to the extent any Lender shall not have made such amount available to the Administrative Agent or the Swing Line Lender, as applicable, by 2:00 P.M., Chicago time, the amount required pursuant to Sections 2.2.4(c) or 2.2.4(d) , as the case may be, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after noon, Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Swing Line Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect.

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2.3. Letter of Credit Procedures.

2.3.1. L/C Applications .

Borrowers shall execute and deliver to the Issuing Lender the Master Letter of Credit Agreement from time to time in effect. Each Borrower requesting the issuance of a Letter of Credit hereunder shall direct Borrower Representative to give notice to the Administrative Agent and the Issuing Lender of the proposed issuance of such Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Administrative Agent and the Issuing Lender shall agree in any particular instance in their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by Borrower Representative and in all respects satisfactory to the Administrative Agent and the Issuing Lender, together with such other documentation as the Administrative Agent or the Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than the earlier of (i) one year from the issuance date thereof and (ii) 30 days prior to the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized)) and whether such Letter of Credit is to be transferable in whole or in part. Any Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the Issuing Lender shall be the sole responsibility of the Issuing Lender (and no other Lender shall have any obligation to make Revolving Loans or to purchase risk participations with respect thereto). So long as the Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Issuing Lender shall promptly advise the Administrative Agent of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control.

2.3.2. Participations in Letters of Credit .

Concurrently with the issuance of each Letter of Credit, the Issuing Lender shall be deemed to have sold and transferred to each Lender with a Revolving Commitment, and each such Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in such Letter of Credit and Borrowers’ reimbursement obligations with respect thereto. If Borrowers do not pay any reimbursement obligation when due, Borrowers shall be deemed to have immediately requested that the Lenders make a Revolving Loan which is a Base Rate Loan in a principal amount equal to such reimbursement obligations. The Administrative Agent shall promptly notify such Lenders of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2 , Section 12.2 or otherwise such Lender shall make available to the Administrative Agent its Pro Rata Share of such Loan. The proceeds of such

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Loan shall be paid over by the Administrative Agent to the Issuing Lender for the account of Borrowers in satisfaction of such reimbursement obligations. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Lender’s “participation” therein. The Issuing Lender hereby agrees, upon request of the Administrative Agent or any Lender, to deliver to the Administrative Agent or such Lender a list of all outstanding Letters of Credit issued by the Issuing Lender, together with such information related thereto as the Administrative Agent or such Lender may reasonably request.

2.3.3. Reimbursement Obligations .

(a) Borrowers hereby unconditionally and irrevocably agree, jointly and severally, to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by Borrowers therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus , beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify Borrower Representative and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify Borrower Representative or the Administrative Agent shall not affect the rights of the Issuing Lender or the Lenders in any manner whatsoever.

(b) Borrowers’ reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to Borrowers, or relieve Borrowers of any of their obligations hereunder to any such Person.

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2.3.4. Funding by Lenders to Issuing Lender .

If the Issuing Lender makes any payment or disbursement under any Letter of Credit and (a) Borrowers have not reimbursed the Issuing Lender in full for such payment or disbursement by 11:00 A.M., Chicago time, on the date of such payment or disbursement, (b) a Revolving Loan may not be made in accordance with Section 2.3.2 or (c) any reimbursement received by the Issuing Lender from Borrowers is or must be returned or rescinded upon or during any bankruptcy or reorganization of Borrowers or otherwise, each other Lender with a Revolving Commitment shall be obligated to pay to the Administrative Agent for the account of the Issuing Lender, in full or partial payment of the purchase price of its participation in such Letter of Credit, its Pro Rata Share of such payment or disbursement (but no such payment shall diminish the obligations of Borrowers under Section 2.3.3 ), and, upon notice from the Issuing Lender, the Administrative Agent shall promptly notify each other Lender thereof. Each other Lender irrevocably and unconditionally agrees to so pay to the Administrative Agent in immediately available funds for the Issuing Lender’s account the amount of such other Lender’s Pro Rata Share of such payment or disbursement. If and to the extent any Lender shall not have made such amount available to the Administrative Agent by 2:00 P.M., Chicago time, on the Business Day on which such Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after noon, Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Administrative Agent for the Issuing Lender’s account forthwith on demand, for each day from the date such amount was to have been delivered to the Administrative Agent to the date such amount is paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. Any Lender’s failure to make available to the Administrative Agent its Pro Rata Share of any such payment or disbursement shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent such other Lender’s Pro Rata Share of such payment, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent such other Lender’s Pro Rata Share of any such payment or disbursement.

2.4. Commitments Several.

The failure of any Lender to make a requested Loan on any date shall not relieve any other Lender of its obligation (if any) to make a Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender.

2.5. Certain Conditions.

Except as otherwise provided in Sections 2.2.4 and 2.3.4 of this Agreement, no Lender shall have an obligation to make any Loan, or to permit the continuation of or any conversion into any LIBOR Loan, and the Issuing Lender shall not have any obligation to issue any Letter of Credit, if an Event of Default or Unmatured Event of Default exists.

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2.6. Effect of Amendment and Restatement.

(a) Upon the execution and delivery of this Agreement, the indebtedness, obligations and other liabilities of Roadrunner governed by the Restated Credit Agreement (collectively, the “Prior Obligations”) shall continue in full force and effect, but shall be governed by the terms and conditions set forth in this Agreement. The Prior Obligations, together with any and all additional Obligations incurred by Borrowers hereunder or under any of the other Loan Documents shall continue to be secured by substantially all assets of each Borrower, whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Guaranty and Collateral Agreement. The execution and delivery of this Agreement shall constitute an amendment, replacement and restatement (but not a novation or repayment) of the Prior Obligations.

(b) The Commitments of each Lender under this Agreement, as of the Closing Date, are set forth on Annex A hereto. Immediately prior to the effectiveness of this Agreement, the “Commitments” of the Lenders under the Restated Credit Agreement were as set forth on Annex A to the Restated Credit Agreement, as modified pursuant to the terms of certain “Assignment Agreements” entered into in connection with, and as such term is defined in, the Restated Credit Agreement. On the Closing Date, each Lender agrees to purchase and sell from each other Lender, as necessary and in amounts calculated by the Administrative Agent and notified to such Lender, such portions of the Commitments and the outstanding Loans as are necessary so that immediately after the effectiveness of this Agreement, and the completion of such purchases and sales, each Lender has the Commitments and the outstanding Loans set forth on Annex A hereto. Notwithstanding the foregoing, Borrowers, Lenders and Administrative Agent hereby agree that any and all accrued and unpaid interest on the “Loans” under, and as such term is defined in, the Restated Credit Agreement, together with any and all accrued and unpaid fees, charges and expenses owing under the Restated Credit Agreement, shall be due and payable for the pro rata benefit of the lenders under the Restated Credit Agreement on the date hereof.

2.7. Joint and Several Liability .

(a) Each Borrower acknowledges that it is jointly and severally liable for all of the Obligations, and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Obligations of the other Borrowers to Administrative Agent and Lenders, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Lenders. Each Borrower agrees that if this guaranty, or any Liens securing this guaranty, would, but for the application of this sentence, be unenforceable under applicable law, this guaranty and each such Lien shall be valid and enforceable to the maximum extent that would not cause this guaranty or such Lien to be unenforceable under applicable law, and this guaranty and such Lien shall automatically be deemed to have been amended accordingly at all relevant times.

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(b) Each Borrower hereby agrees that its obligations under this guaranty shall be unconditional, irrespective of (a) the validity or enforceability of the Obligations or any part thereof, or of any promissory note or other document evidencing all or any part of the Obligations, (b) the absence of any attempt to collect the Obligations from a Borrower or any other guarantor or other action to enforce the same, (c) the waiver or consent by Administrative Agent or Lenders with respect to any provision of any agreement, instrument or document evidencing or securing all or any part of the Obligations, or any other agreement, instrument or document now or hereafter executed by a Borrower and delivered to Administrative Agent or Lenders, (d) the failure by Administrative Agent or Lenders to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations, for its benefit, (e) Administrative Agent’s or Lenders’ election, in any proceeding instituted under the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code, (f) any borrowing or grant of a security interest by a Borrower as debtor-in-possession, under Section 364 of the United States Bankruptcy Code, (g) the disallowance, under Section 502 of the United States Bankruptcy Code, of all or any portion of Administrative Agent’s or Lenders’ claim(s) for repayment of the Obligations, or (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Borrower or a guarantor.

(c) Each Borrower hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of a Borrower, protest or notice with respect to the Obligations and all demands whatsoever, and covenants that this guaranty will not be discharged, except by complete and irrevocable payment and performance of the Obligations. No notice to a Borrower or any other party shall be required for Administrative Agent or Lenders to make demand hereunder, except as otherwise expressly provided for herein. Such demand shall constitute a mature and liquidated claim against a Borrower. Upon the occurrence of any Event of Default, Administrative Agent may, in its sole election, proceed directly and at once, without notice, against any Borrower to collect and recover the full amount or any portion of the Obligations, without first proceeding against any other Borrower, any other person, firm, corporation, or any security or collateral for the Obligations. Administrative Agent shall have the exclusive right to determine the application of payments and credits, if any from any Borrower, any other person, firm or corporation, or any security or collateral for the Obligations, on account of the Obligations or of any other liability of a Borrower to Administrative Agent or Lenders.

(d) At any time after and during the continuance of an Event of Default, Administrative Agent and any Lender may, in its sole discretion, without notice to a Borrower and regardless of the acceptance of any collateral for the payment hereof, appropriate and apply toward payment of the Obligations (i) any indebtedness due or to become due from Administrative Agent or any Lender to such Borrower and (ii) any moneys, credits or other property belonging to such Borrower at any time held by or coming into the possession of Administrative Agent, any Lender or any affiliates thereof, whether for deposit or otherwise.

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(e) Nothing contained in this Section 2.7 shall be deemed to amend or otherwise modify the obligations of the Borrowers set forth in the Guaranty and Collateral Agreement.

2.8. Borrower Representative .

Each Borrower hereby designates Roadrunner as its representative and agent on its behalf for the purposes of issuing Notices of Borrowing and Notices of Conversion/Continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Loan Documents. Borrower Representative hereby accepts such appointment. Notwithstanding anything to the contrary contained in this Agreement, no Borrower other than Borrower Representative shall be entitled to take any of the foregoing actions. The proceeds of each Loan made hereunder shall be advanced to or at the direction of Borrower Representative and if not used by Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be immediately advanced by Borrower Representative to the appropriate other Borrowers hereunder as an intercompany loan (collectively, “Intercompany Loans”). All collections of each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower received by Administrative Agent and applied to the Obligations shall be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or all Borrowers hereunder to Borrower Representative on behalf of such Borrower or all Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

SECTION 3. EVIDENCING OF LOANS.

3.1. Notes.

The Loans of each Lender shall be evidenced by a Note, with appropriate insertions, payable to the order of such Lender in a face principal amount equal to the sum of such Lender’s Revolving Commitment plus the principal amount of such Lender’s Term Loan.

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3.2. Recordkeeping.

The Administrative Agent, on behalf of each Lender, shall record in its records, the date and amount of each Loan made by each Lender, each repayment or conversion thereof and, in the case of each LIBOR Loan, the dates on which each Interest Period for such Loan shall begin and end. The aggregate unpaid principal amount so recorded shall be rebuttably presumptive evidence of the principal amount of the Loans owing and unpaid. The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect the Obligations of Borrowers hereunder or under any Note to repay the principal amount of the Loans hereunder, together with all interest accruing thereon.

SECTION 4. INTEREST.

4.1. Interest Rates.

Borrowers promise, jointly and severally, to pay interest on the unpaid principal amount of each Loan for the period commencing on the date of such Loan until such Loan is paid in full as follows:

(a) at all times while such Loan is a Base Rate Loan, at a rate per annum equal to the sum of the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect; and

(b) at all times while such Loan is a LIBOR Loan, at a rate per annum equal to the sum of the LIBOR Rate applicable to each Interest Period for such Loan plus the LIBOR Margin from time to time in effect;

provided that at any time an Event of Default exists, unless the Required Lenders otherwise consent, the interest rate applicable to each Loan shall be increased by 2% (and, in the case of Obligations not bearing interest and for which a payment demand has been made, such Obligations shall bear interest at the Base Rate applicable to Revolving Loans plus 2%), provided further that such increase may thereafter be rescinded by the Required Lenders, notwithstanding Section 15.1 . Notwithstanding the foregoing, upon the occurrence of an Event of Default under Sections 13.1.1 or 13.1.4 , such increase shall occur automatically.

4.2. Interest Payment Dates.

Accrued interest on each Base Rate Loan shall be payable in arrears on the last day of each calendar quarter and at maturity. Accrued interest on each LIBOR Loan shall be payable on the last day of each Interest Period relating to such Loan (and, in the case of a LIBOR Loan with an Interest Period in excess of three months, on the three-month anniversary of the first day of such Interest Period), upon a prepayment of such Loan, and at maturity. After maturity, and at any time an Event of Default exists, accrued interest on all Loans shall be payable on demand.

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4.3. Setting and Notice of LIBOR Rates.

The applicable LIBOR Rate for each Interest Period shall be determined by the Administrative Agent, and notice thereof shall be given by the Administrative Agent promptly to Borrower Representative and each Lender. Each determination of the applicable LIBOR Rate by the Administrative Agent shall be conclusive and binding upon the parties hereto, in the absence of demonstrable error. The Administrative Agent shall, upon written request of Borrower Representative or any Lender, deliver to Borrower Representative or such Lender a statement showing the computations used by the Administrative Agent in determining any applicable LIBOR Rate hereunder.

4.4. Computation of Interest.

Interest shall be computed for the actual number of days elapsed on the basis of a year of 360 days. The applicable interest rate for each Base Rate Loan shall change simultaneously with each change in the Base Rate.

SECTION 5. FEES.

5.1. Non-Use Fee.

Borrowers agree, jointly and severally, to pay to the Administrative Agent for the account of each Lender a non-use fee, for the period from the Closing Date to the Termination Date, at the Non-Use Fee Rate in effect from time to time of such Lender’s Pro Rata Share (as adjusted from time to time) of the unused amount of the Revolving Commitment. For purposes of calculating usage under this Section, the Revolving Commitment shall be deemed used to the extent of Revolving Outstandings. Such non-use fee shall be payable in arrears on the last day of each calendar quarter and on the Termination Date for any period then ending for which such non-use fee shall not have previously been paid. The non-use fee shall be computed for the actual number of days elapsed on the basis of a year of 360 days.

5.2. Letter of Credit Fees.

(a) Borrowers agree, jointly and severally, to pay to the Administrative Agent for the account of each Lender a letter of credit fee for each Letter of Credit equal to the L/C Fee Rate in effect from time to time of such Lender’s Pro Rata Share (as adjusted from time to time) of the undrawn amount of such Letter of Credit (computed for the actual number of days elapsed on the basis of a year of 360 days); provided that, unless the Required Lenders otherwise consent, the rate applicable to each Letter of Credit shall be increased by 2% at any time that an Event of Default exists. Such letter of credit fee shall be payable in arrears on the last day of each calendar quarter and on the Termination Date (or such later date on which such Letter of Credit expires or is terminated) for the period from the date of the issuance of each Letter of Credit (or the last day on which the letter of credit fee was paid with respect thereto) to the date such payment is due or, if earlier, the date on which such Letter of Credit expired or was terminated.

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(b) In addition, with respect to each Letter of Credit, Borrowers agree, jointly and severally, to pay to the Issuing Lender, for its own account, (i) such fees and expenses as the Issuing Lender customarily requires in connection with the issuance, negotiation, processing and/or administration of letters of credit in similar situations and (ii) a letter of credit fronting fee in the amount and at the times agreed to by Borrowers and the Issuing Lender.

5.3. Administrative Agent’s Fees.

Borrowers agree, jointly and severally, to pay to the Administrative Agent such agent’s fees as are mutually agreed to from time to time by Borrowers and the Administrative Agent including the fees set forth in the Agent Fee Letter.

SECTION 6. REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS.

6.1. Reduction or Termination of the Revolving Commitment.

6.1.1. Voluntary Reduction or Termination of the Revolving Commitment .

Borrowers may from time to time on at least five Business Days’ prior written notice from Borrower Representative to the Administrative Agent (which shall promptly advise each Lender thereof) permanently reduce the Revolving Commitment to an amount not less than the Revolving Outstandings plus the outstanding amount of all Swing Line Loans. Any such reduction shall be in an amount not less than $1,000,000 or a higher integral multiple of $500,000. Concurrently with any reduction of the Revolving Commitment to zero, Borrowers shall, jointly and severally, pay all interest on the Revolving Loans, all non-use fees and all letter of credit fees and shall Cash Collateralize in full all obligations arising with respect to the Letters of Credit.

6.1.2. No Mandatory Reductions of Revolving Commitment .

On the date of any Mandatory Prepayment Event, the Revolving Commitment shall not be permanently reduced (but any outstanding Revolving Loans shall nonetheless be prepaid) by an amount (if any) equal to the Designated Proceeds of such Mandatory Prepayment Event over the amount (if any) applied to prepay the Term Loan pursuant to Section 6.2.2 .

6.1.3. All Reductions of the Revolving Commitment .

All reductions of the Revolving Commitment shall reduce the Revolving Commitments ratably among the Lenders according to their respective Pro Rata Shares.

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6.2. Prepayments.

6.2.1. Voluntary Prepayments .

Borrowers may from time to time prepay the Loans in whole or in part; provided that Borrower Representative shall give the Administrative Agent (which shall promptly advise each Lender) notice thereof not later than 11:00 A.M., Chicago time, on the day of such prepayment (which shall be a Business Day), specifying the Loans to be prepaid and the date and amount of prepayment. Any such partial prepayment shall be in an amount equal to $100,000 or a higher integral multiple of $50,000. Payments or prepayments of Revolving Loans may be reborrowed, subject to the terms and conditions of this Agreement. Payments or prepayments of the Term Loan may not be reborrowed.

6.2.2. Mandatory Prepayments .

(a) Borrowers shall, jointly and severally, make a prepayment of the Loans until paid in full upon the occurrence of any of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”):

(i) Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of such Net Cash Proceeds.

(ii) Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Securities of any Loan Party (excluding (x) any issuance of Capital Securities by Holdings pursuant to any employee or director option program, benefit plan or compensation program and (y) any issuance by a Subsidiary to Borrowers or another Subsidiary), in an amount equal to 100% of such Net Cash Proceeds.

(iii) Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of any Debt of any Loan Party (excluding Debt permitted by clauses (a) through (m) of Section 11.1 ), in an amount equal to 100% of such Net Cash Proceeds.

(iv) Within 105 days after the end of each Fiscal Year (commencing with Fiscal Year 2007), in an amount equal to the excess, if any, of (A) 50% of Excess Cash Flow for such Fiscal Year minus (B) the aggregate amount of voluntary prepayments of the Term Loan pursuant to Section 6.2.1 made during such Fiscal Year; provided that if the Total Debt to EBITDA Ratio for the Computation Period ending the last day of any Fiscal Year is less than 2.50 to 1.0, then no mandatory prepayment shall be due and owing pursuant to this clause (iv) for such Fiscal Year.

(b) If on any day the Revolving Outstandings plus the outstanding amount of the Swing Line Loan exceeds the Borrowing Base, Borrowers shall, jointly and severally, immediately prepay Revolving Loans and/or Cash Collateralize the outstanding Letters of

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Credit, or do a combination of the foregoing, in an amount sufficient to eliminate such excess.

6.3. Manner of Prepayments.

6.3.1. All Prepayments .

Any partial prepayment of a Group of LIBOR Loans shall be subject to the proviso to Section 2.2.3(a) . Any prepayment of a LIBOR Loan on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 8.4 . All prepayments of the Term Loan shall be applied pro rata to the remaining installments thereof. Except as otherwise provided by this Agreement, all principal payments in respect of the Loans (other than the Swing Line Loans) shall be applied first, to repay outstanding Base Rate Loans and then to repay outstanding LIBOR Rate Loans in direct order of Interest Period maturities.

6.4. Repayments.

6.4.1. Revolving Loans .

The Revolving Loans of each Lender shall be paid in full and the Revolving Commitment shall terminate on the Termination Date.

6.4.2. Term Loan .

The Term Loan of each Lender shall be paid in installments equal to such Lender’s Pro Rata Share of the aggregate principal amount of the installments of the Term Loan as follows:


Payment Date	Amount

March 31, 2007	$	250,000
June 30, 2007	$	250,000
September 30, 2007	$	250,000
December 31, 2007	$	3,250,000
March 31, 2008	$	1,250,000
June 30, 2008	$	1,250,000
September 30, 2008	$	1,250,000
December 31, 2008	$	1,250,000
March 31, 2009	$	1,375,000
June 30, 2009	$	1,375,000
September 30, 2009	$	1,375,000
December 31, 2009	$	1,375,000
March 31, 2010	$	1,500,000
June 30, 2010	$	1,500,000
September 30, 2010	$	1,500,000
December 31, 2010	$	1,500,000

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Payment Date	Amount

March 31, 2011	$	1,750,000
June 30, 2011	$	1,750,000
September 30, 2011	$	1,750,000
December 31, 2011	$	1,750,000

Unless sooner paid in full, the outstanding principal balance of the Term Loan shall be paid in full on the Term Loan Maturity Date.

SECTION 7. MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.

7.1. Making of Payments.

All payments of principal or interest on the Notes, and of all fees, shall be made by Borrowers, on a joint and several basis, to the Administrative Agent in immediately available funds at the office specified by the Administrative Agent not later than noon, Chicago time, on the date due; and funds received after that hour shall be deemed to have been received by the Administrative Agent on the following Business Day. The Administrative Agent shall promptly remit to each Lender its share of all such payments received in collected funds by the Administrative Agent for the account of such Lender. All payments under Section 8.1 shall be made by Borrowers, on a joint and several basis, directly to the Lender entitled thereto without setoff, counterclaim or other defense.

7.2. Application of Certain Payments.

So long as no Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments shall be applied as set forth in Sections 6.2 and 6.3 . After the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender as proceeds from the sale of, or other realization upon, all or any part of the Collateral shall be applied in the order of application specified in the last sentence of Section 6.5 of the Guaranty and Collateral Agreement (without giving effect to any alternative specific distribution determined by the Administrative Agent as otherwise permitted by that Section). Concurrently with each remittance to any Lender of its share of any such payment, the Administrative Agent shall advise such Lender as to the application of such payment.

7.3. Due Date Extension.

If any payment of principal or interest with respect to any of the Loans, or of any fees, falls due on a day which is not a Business Day, then such due date shall be extended to the immediately following Business Day (unless, in the case of a LIBOR Loan, such immediately following Business Day is the first Business Day of a calendar month, in which case such due date shall be the immediately preceding Business Day) and, in the case

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of principal, additional interest shall accrue and be payable for the period of any such extension.

7.4. Setoff.

Borrowers, for themselves and each other Loan Party, agree that the Administrative Agent and each Lender have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto, Borrowers, for themselves and each other Loan Party, agree that at any time any Event of Default exists, the Administrative Agent and each Lender may apply to the payment of any Obligations of Borrowers and each other Loan Party hereunder, whether or not then due, any and all balances, credits, deposits, accounts or moneys of Borrowers and each other Loan Party then or thereafter with the Administrative Agent or such Lender.

7.5. Proration of Payments.

If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise, on account of (a) principal of or interest on any Loan, but excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit) in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

7.6. Taxes.

(a) All payments made by Borrowers hereunder or under any Loan Documents shall be made without setoff, counterclaim, or other defense. To the extent permitted by applicable law, all payments hereunder or under the Loan Documents (including any payment of principal, interest, or fees) to, or for the benefit, of any person shall be made by Borrowers free and clear of and without deduction or withholding for, or account of, any Taxes now or hereinafter imposed by any taxing authority.

(b) If Borrowers make any payment hereunder or under any Loan Document in respect of which it is required by applicable law to deduct or withhold any Taxes, Borrowers shall increase the payment hereunder or under any such Loan Document such that after the reduction for the amount of Taxes withheld (and any taxes withheld or imposed with respect to the additional payments required under this Section 7.6(b) ), the amount paid to the Lenders or the Administrative Agent equals the amount that was payable hereunder or under any such Loan Document without regard to this Section 7.6(b) . To the extent Borrowers withhold any Taxes on payments hereunder or under any Loan Document,

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Borrowers shall pay the full amount deducted to the relevant taxing authority within the time allowed for payment under applicable law and shall deliver to the Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such authority (or other evidence satisfactory to the Administrative Agent) evidencing the payment of all amounts so required to be deducted or withheld from such payment.

(c) If any Lender or the Administrative Agent is required by law to make any payments of any Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Tax is assessed against a Lender or the Administrative Agent with respect to amounts received or receivable hereunder or under any other Loan Document, Borrowers will, jointly and severally, indemnify such person against (i) such Tax (and any reasonable counsel fees and expenses associated with such Tax) and (ii) any taxes imposed as a result of the receipt of the payment under this Section 7.6(c). A certificate prepared in good faith as to the amount of such payment by such Lender or the Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties.

(d) (i) To the extent permitted by applicable law, each Lender that is not a United States person within the meaning of Code Section 7701(a)(30) (a “Non-U.S. Participant”) shall deliver to Borrower Representative and the Administrative Agent on or prior to the Closing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form prescribed by the IRS) certifying to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments to be made hereunder or any Loan. If a Lender that is a Non-U.S. Participant is claiming a complete exemption from withholding on interest pursuant to Code Sections 871(h) or 881(c), the Lender shall deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN) a certificate in form and substance reasonably acceptable to Administrative Agent (any such certificate, a “Withholding Certificate”). In addition, each Lender that is a Non-U.S. Participant agrees that from time to time after the Closing Date (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to Borrower Representative and the Administrative Agent two new and accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by the IRS), and if applicable, a new Withholding Certificate, to confirm or establish the entitlement of such Lender or the Administrative Agent to an exemption from, or reduction in, United States withholding tax on interest payments to be made hereunder or any Loan.

(ii) Each Lender that is not a Non-U.S. Participant (other than any such Lender which is taxed as a corporation for U.S. federal income tax purposes) shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Borrower Representative and the Administrative Agent certifying that such Lender is exempt from United States

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backup withholding tax. To the extent that a form provided pursuant to this Section 7.6(d)(ii) is rendered obsolete or inaccurate in any material respects as result of change in circumstances with respect to the status of a Lender, such Lender shall, to the extent permitted by applicable law, deliver to Borrowers and the Administrative Agent revised forms necessary to confirm or establish the entitlement to such Lender’s or Administrative Agent’s exemption from United States backup withholding tax.

(iii) Borrowers shall not be required to pay additional amounts to a Lender, or indemnify any Lender, under this Section 7.6 to the extent that such obligations would not have arisen but for the failure of such Lender to comply with Section 7.6(d ).

(iv) Each Lender agrees to indemnify the Administrative Agent and hold the Administrative Agent harmless for the full amount of any and all present or future Taxes and related liabilities (including penalties, interest, additions to tax and expenses, and any Taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this Section 7.6 ) which are imposed on or with respect to principal, interest or fees payable to such Lender hereunder and which are not paid by Borrowers pursuant to this Section 7.6 , whether or not such Taxes or related liabilities were correctly or legally asserted. This indemnification shall be made within 30 days from the date the Administrative Agent makes written demand therefor.

SECTION 8. INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.

8.1. Increased Costs.

(a) If, after the date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4 ), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender (or its LIBOR Office) under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent), Borrowers shall, jointly and severally, pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or

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such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor.

(b) If any Lender shall reasonably determine that, after the date hereof, any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent), Borrowers shall, jointly and severally, pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor.

8.2. Basis for Determining Interest Rate Inadequate or Unfair .

If:

(a) the Administrative Agent reasonably determines (which determination shall be binding and conclusive on Borrowers) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; or

(b) the Required Lenders advise the Administrative Agent that the LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of maintaining or funding LIBOR Loans for such Interest Period (taking into account any amount to which such Lenders may be entitled under Section 8.1 ) or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans;

then the Administrative Agent shall promptly notify the Lenders and Borrower Representative thereof and, so long as such circumstances shall continue, (i) no Lender shall be under any obligation to make or convert any Base Rate Loans into LIBOR Loans and (ii) on the last day of the current Interest Period for each LIBOR Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan.

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8.3. Changes in Law Rendering LIBOR Loans Unlawful.

If, after the date hereof, any change in, or the adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of any Lender cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund LIBOR Loans, then such Lender shall promptly notify Administrative Agent and Borrower Representative thereof and, so long as such circumstances shall continue, (a) such Lender shall have no obligation to make or convert any Base Rate Loan into a LIBOR Loan (but shall make Base Rate Loans concurrently with the making of or conversion of Base Rate Loans into LIBOR Loans by the Lenders which are not so affected, in each case in an amount equal to the amount of LIBOR Loans which would be made or converted into by such Lender at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each LIBOR Loan of such Lender (or, in any event, on such earlier date as may be required by the relevant law, regulation or interpretation), such LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence, would be a LIBOR Loan (an “Affected Loan”) shall remain outstanding for the period corresponding to the Group of LIBOR Loans of which such Affected Loan would be a part absent such circumstances.

8.4. Funding Losses.

Borrowers hereby agree that upon demand by any Lender delivered to Borrower Representative (which demand shall be accompanied by a statement setting forth the basis for the amount being claimed, a copy of which shall be furnished to the Administrative Agent), Borrowers will, jointly and severally, indemnify such Lender against any net loss or expense which such Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Loan), as reasonably determined by such Lender, as a result of (a) any payment, prepayment or conversion of any LIBOR Loan of such Lender on a date other than the last day of an Interest Period for such Loan (including any conversion pursuant to Section 8.3 ) or (b) any failure of Borrowers to borrow, convert or continue any Loan on a date specified therefor in a notice of borrowing, conversion or continuation pursuant to this Agreement. For this purpose, all notices to the Administrative Agent pursuant to this Agreement shall be deemed to be irrevocable.

8.5. Right of Lenders to Fund through Other Offices.

Each Lender may, if it so elects, fulfill its commitment as to any LIBOR Loan by causing a foreign branch or Affiliate of such Lender to make such Loan; provided that in such event for the purposes of this Agreement such Loan shall be deemed to have been made by such Lender and the joint and several obligation of Borrowers to repay such Loan shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such Loan, for the account of such branch or Affiliate.

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8.6. Discretion of Lenders as to Manner of Funding.

Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the LIBOR Rate for such Interest Period.

8.7. Mitigation of Circumstances; Replacement of Lenders.

(a) Each Lender shall promptly notify Borrower Representative and the Administrative Agent of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation by Borrowers to pay any amount pursuant to Sections 7.6 or 8.1 or (ii) the occurrence of any circumstances described in Sections 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Lender shall promptly so notify Borrower Representative and the Administrative Agent). Without limiting the foregoing, each Lender will, to the extent practicable, designate a different funding office if such designation will avoid (or reduce the cost to Borrowers of) any event described in clause (i) or (ii) above and such designation will not, in such Lender’s sole judgment, be otherwise disadvantageous to such Lender.

(b) If Borrowers become obligated to pay additional amounts to any Lender pursuant to Sections 7.6 or 8.1 , or any Lender gives notice of the occurrence of any circumstances described in Sections 8.2 or 8.3 , Borrower Representative may designate another bank which is acceptable to the Administrative Agent and the Issuing Lender in their reasonable discretion (such other bank being called a “Replacement Lender”) to purchase the Loans of such Lender and such Lender’s rights hereunder, without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and all accrued but unpaid fees owed to such Lender and any other amounts payable to such Lender under this Agreement, and to assume all the obligations of such Lender hereunder, and, upon such purchase and assumption (pursuant to an Assignment Agreement), such Lender shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to Borrowers hereunder, and the Replacement Lender shall succeed to the rights and obligations of such Lender hereunder.

8.8. Conclusiveness of Statements; Survival of Provisions.

Determinations and statements of any Lender pursuant to Sections 8.1 , 8.2 , 8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use reasonable averaging

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and attribution methods in determining compensation under Sections 8.1 and 8.4 , and the provisions of such Sections shall survive repayment of the Obligations, cancellation of any Notes, expiration or termination of the Letters of Credit and termination of this Agreement.

SECTION 9. REPRESENTATIONS AND WARRANTIES.

To induce the Administrative Agent and the Lenders to enter into this Agreement and to induce the Lenders to make Loans and issue and participate in Letters of Credit hereunder, Borrowers, jointly and severally, represent and warrant to the Administrative Agent and the Lenders that:

9.1. Organization.

Each Loan Party is validly existing and in good standing under the laws of its jurisdiction of organization; and each Loan Party is duly qualified to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect.

9.2. Authorization; No Conflict.

Each Loan Party has the corporate power and corporate authority to execute and deliver each Loan Document to which it is a party, Borrowers have the corporate power and corporate authority to borrow monies hereunder and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrowers hereunder, have been duly authorized by all requisite corporate action and do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of any Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or any of their respective properties, except with respect to this clause (iii), where such conflict could not reasonably be expected to have a Material Adverse Effect or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

9.3. Validity and Binding Nature.

Each of this Agreement and each other Loan Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

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9.4. Financial Condition.

The (i) audited consolidated financial statements of Holdings and its Subsidiaries as at December 31, 2005, (ii) audited combined financial statements of Sargent and its Affiliates as at December 31, 2005, (iii) unaudited consolidated financial statements of Holdings and its Subsidiaries as at December 31, 2006 and (iv) unaudited consolidated financial statements of Sargent Holdings Corp. and its Subsidiaries as at December 31, 2006, copies of each of which have been delivered to Administrative Agent, were prepared in accordance with GAAP (subject, in the case of such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present fairly, in all material respect, the financial condition of each Loan Party as at such dates and the results of its operations for the periods then ended. The financial projections for Holdings and its Subsidiaries for the Fiscal Years ended December 31, 2007 through December 31, 2011 which were previously delivered to the Administrative Agent were prepared in good faith and are based on reasonable assumptions as to the future performance of Holdings and its Subsidiaries, it being recognized by the Administrative Agent, however, that projections as to future results are not to be viewed as facts and that the actual results during the periods which are the subject of such projections may differ from the projected results, and that the differences may be material. The pro forma consolidated balance sheet for Holdings and its Subsidiaries as at December 31, 2006, copies of which have been delivered to the Administrative Agent, present fairly, in all material respects, the financial condition of Holdings and its Subsidiaries as at such date.

9.5. No Material Adverse Change.

Since December 31, 2005, there has been no material adverse change in the financial condition, operations, assets, business, properties or prospects of the Loan Parties taken as a whole.

9.6. Litigation and Contingent Liabilities.

No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to any Borrower’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6 . Other than any liability incident to such litigation or proceedings, no Loan Party has any material Contingent Liabilities not listed on Schedule 9.6 or permitted by Section 11.1 .

9.7. Ownership of Properties; Liens.

Each Loan Party owns good and, in the case of real property, marketable title to all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like) except as permitted by Section 11.2 .

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9.8. Equity Ownership; Subsidiaries.

All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Administrative Agent (with respect to the Capital Securities of Sargent Holdings and each Borrower), and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of Holdings are owned as set forth on Schedule 9.8 as of the Closing Date. All of the issued and outstanding Capital Securities of Roadrunner and Sargent Holdings are directly owned by Holdings. All of the issued and outstanding Capital Securities of each Sargent Company are directly owned by Sargent Holdings. As of the Closing Date, except as set forth on Schedule 9.8 , there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

9.9. Pension Plans.

(a) The Unfunded Liability of all Pension Plans does not in the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each Pension Plan complies in all material respects with all applicable requirements of law and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan has occurred with respect to any Pension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or otherwise to have a Material Adverse Effect. There are no pending or, to the knowledge of each Borrower, threatened, claims, actions, investigations or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, or any Loan Party or other any member of the Controlled Group with respect to a Pension Plan or a Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect. No Borrower nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Pension Plan which would subject that Person to any material liability. Within the past five years, no Borrower nor any other member of the Controlled Group has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, which could reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which could reasonably be expected to have a Material Adverse Effect.

(b) All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by any Loan Party or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; no Loan Party nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any

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such plan; and neither any Loan Party nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

9.10. Investment Company Act.

No Loan Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company,” within the meaning of the Investment Company Act of 1940.

9.11. [Intentionally Omitted]

9.12. Regulation U.

No Borrower is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

9.13. Taxes.

Each Loan Party has timely filed all federal and other material tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges due and payable with respect to such return, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. The Loan Parties have made adequate reserves on their books and records in accordance with GAAP for all taxes that have accrued but which are not yet due and payable. No Loan Party has participated in any transaction that relates to a year of the taxpayer (which is still open under the applicable statute of limitations) which is a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (irrespective of the date when the transaction was entered into).

9.14. Solvency.

On the Closing Date, and after giving effect to the issuance of each Letter of Credit and each borrowing hereunder and the use of the proceeds thereof, with respect to the Loan Parties, collectively, (a) the fair value of their assets is greater than the amount of their liabilities (including disputed, contingent and unliquidated liabilities), (b) the present fair saleable value of their assets is not less than the amount that will be required to pay the probable liability on their debts as they become absolute and matured, (c) they are able to realize upon their assets and pay their debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) they do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay as such debts and liabilities mature and (e) they are not engaged in business or

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a transaction, and are not about to engage in business or a transaction, for which their property would constitute unreasonably small capital.

9.15. Environmental Matters.

The on-going operations of each Loan Party comply in all respects with all Environmental Laws, except such non-compliance which could not (if enforced in accordance with applicable law) reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Each Loan Party has obtained, and maintained in good standing, all licenses, permits, authorizations, registrations and other approvals required under any Environmental Law and required for their respective ordinary course operations, and for their reasonably anticipated future operations, and each Loan Party is in compliance with all terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in material liability to any Loan Party and could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Except as set forth on Schedule 9.15 , no Loan Party or any of its properties or operations is subject to, or reasonably anticipates the issuance of, any written order from or agreement with any Federal, state or local governmental authority, nor subject to any judicial or docketed administrative or other proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance. There are no Hazardous Substances or other conditions or circumstances existing with respect to any property, arising from operations prior to the Closing Date, or relating to any waste disposal, of any Loan Party that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Except as set forth on Schedule 9.15 , no Loan Party has any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws or that at any time have released, leaked, disposed of or otherwise discharged Hazardous Substances.

9.16. Insurance.

Set forth on Schedule 9.16 is a complete and accurate summary of the property and casualty insurance program of the Loan Parties as of the Closing Date (including the names of all insurers, policy numbers, expiration dates, amounts and types of coverage, annual premiums, exclusions, deductibles, self-insured retention, and a description in reasonable detail of any self-insurance program, retrospective rating plan, fronting arrangement or other risk assumption arrangement involving any Loan Party). Each Loan Party and its properties are insured with financially sound and reputable insurance companies which are not Affiliates of the Loan Parties, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Loan Parties operate.

9.17. Real Property.

Set forth on Schedule 9.17 is a complete and accurate list, as of the Closing Date, of (i) the address of all real property leased by any Loan Party, and (ii) the address and a legal description of all real property owned by any Loan Party.

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9.18. Information.

The information heretofore or contemporaneously herewith furnished in writing by any Loan Party to the Administrative Agent or any Lender for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and the written information hereafter furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender pursuant hereto or in connection herewith will be, true and accurate in all material respects on the date as of which such information is dated or certified, and such information is not and will not be incomplete by omitting to state any material fact necessary to make such information not misleading in light of the circumstances under which made (it being recognized by the Administrative Agent and the Lenders that any projections and forecasts provided by Borrowers are based on good faith estimates and assumptions believed by Borrowers to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results).

9.19. Intellectual Property.

Each Loan Party owns and possesses or has a license or other right to use all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights and copyrights as are necessary for the conduct of the businesses of the Loan Parties, without any infringement upon rights of others which could reasonably be expected to have a Material Adverse Effect.

9.20. Burdensome Obligations.

No Loan Party is a party to any agreement or contract or subject to any restriction contained in its organizational documents which could reasonably be expected to have a Material Adverse Effect.

9.21. Labor Matters.

Except as set forth on Schedule 9.21 , no Loan Party is subject to any labor or collective bargaining agreement. There are no existing or threatened strikes, lockouts or other labor disputes involving any Loan Party that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of the Loan Parties are in material compliance with the Fair Labor Standards Act and any other applicable laws, rules or regulations dealing with such matters.

9.22. No Default.

No Event of Default exists or would result from the incurrence by any Loan Party of any Debt hereunder or under any other Loan Document.

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9.23. Related Agreements.

(a) Borrowers have heretofore furnished the Administrative Agent a true and correct copy of the Related Agreements. The material transactions contemplated by the Related Agreements were consummated prior to the execution and delivery of this Agreement, in accordance in all material respects with the terms of the Related Agreements.

(b) Each Loan Party and, to each Borrower’s knowledge, each other party to the Related Agreements, has duly taken all necessary corporate, partnership or other organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby.

(c) The Related Transactions comply in all material respects with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by the Loan Parties and, to each Borrower’s knowledge, each other party to the Related Agreements in connection with the Related Transactions have been duly obtained and are in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transactions.

(d) Neither the execution and delivery of the Related Agreements, nor the consummation of the Related Transactions, has violated any material statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any Loan Party or, to each Borrower’s knowledge, any other party to the Related Agreements, or resulted in a breach of, or constituted a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any Loan Party is a party or by which any Loan Party is bound or, to each Borrower’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound.

(e) No statement or representation made in the Related Agreements by any Loan Party or, to each Borrower’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading.

SECTION 10. AFFIRMATIVE COVENANTS.

Until the expiration or termination of the Commitments and thereafter until all Obligations hereunder and under the other Loan Documents are paid in full and all Letters of Credit have been terminated, Borrowers, jointly and severally, agree that, unless at any time the Required Lenders shall otherwise expressly consent in writing, Borrowers will (or will cause Borrower Representative to):

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10.1. Reports, Certificates and Other Information.

Furnish (or cause Holdings to furnish) to the Administrative Agent:

10.1.1. Annual Report.

Promptly when available and in any event within 105 days after the close of each Fiscal Year, a copy of the annual audit report of Holdings and its Subsidiaries for such Fiscal Year, including therein consolidated balance sheets and statements of earnings and cash flows of Holdings and its Subsidiaries as at the end of such Fiscal Year, certified without adverse reference to going concern value and without qualification by independent auditors of recognized standing selected by Borrowers and reasonably acceptable to the Administrative Agent, together with (i) a written statement from such accountants to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that the Borrowers, taken as a whole, were not in compliance with any provision of Sections 11.1 , 11.3 , or 11.13 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that the Borrowers, taken as a whole, were not in compliance with any such provision, describing such non-compliance in reasonable detail and (ii) a comparison with the budget for such Fiscal Year and a comparison with the previous Fiscal Year.

10.1.2. Interim Reports .

(a) Promptly when available and in any event within 45 days after the end of each Fiscal Quarter (except the last Fiscal Quarter of each Fiscal Year), a consolidated balance sheet of Holdings and its Subsidiaries as of the end of such Fiscal Quarter, together with consolidated statements of earnings and cash flows for such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending on the last day of such Fiscal Quarter, together with (i) a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year, certified by a Senior Officer of Holdings or of Borrower Representative and (ii) a capitalization table for Holdings as of the end of such Fiscal Quarter identifying each shareholder of Holdings and the percentage of Capital Securities of Holdings held by each such shareholder; and

(b) promptly when available and in any event within 30 days after the end of each month (extended to 45 days, solely with respect to the month of December), a consolidated balance sheet of Holdings and its Subsidiaries as of the end of such month, together with consolidated statements of earnings and cash flows for such month and for the period beginning with the first day of such Fiscal Year and ending on the last day of such month, together with a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year, certified by a Senior Officer of Holdings or of Borrower Representative; provided , that for all such financial statements covering any period of time prior to December 31, 2007, such statements shall consist of (i) the materials described in this clause (b), but solely for

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Roadrunner and its Subsidiaries on a consolidated basis and (ii) “flash reports” for the Sargent Companies on a consolidated basis, including revenue and EBITDA computations.

10.1.3. Compliance Certificates .

Contemporaneously with the furnishing of a copy of each annual audit report pursuant to Section 10.1.1 and each set of quarterly statements pursuant to Section 10.1.2 , a duly completed compliance certificate in the form of Exhibit B , with appropriate insertions, dated the date of such annual report or such quarterly statements and signed by a Senior Officer of Holdings or of Borrower Representative, containing (i) a computation of each of the financial ratios and restrictions set forth in Section 11.13 and to the effect that such officer has not become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such event, describing it and the steps, if any, being taken to cure it and (ii) a written statement of Holdings’ or of each Borrower’s management setting forth a discussion of Holdings’ and its Subsidiaries’ financial condition, changes in financial condition and results of operations.

10.1.4. Excess Cash Flow Certificates .

Contemporaneously with the furnishing of a copy of each annual audit report pursuant to Section 10.1.1 , commencing with Fiscal Year 2007, a duly completed excess cash flow certificate in the form of Exhibit G , with appropriate insertions, dated the date of such annual report and signed by a Senior Officer of Holdings or of Borrower Representative, containing a computation of Excess Cash Flow for such Fiscal Year and the amount of any required prepayment pursuant to Section 6.2.2(iv) for such Fiscal Year.

10.1.5. Reports to the SEC and to Shareholders .

Promptly upon the filing or sending thereof, copies of all regular, periodic or special reports of any Loan Party filed with the SEC; copies of all registration statements of any Loan Party filed with the SEC (other than on Form S-8); and copies of all proxy statements or other communications made to security holders generally.

10.1.6. Notice of Default, Litigation and ERISA Matters .

Promptly upon becoming aware of any of the following, written notice describing the same and the steps being taken by the Loan Parties affected thereby with respect thereto:

(a) the occurrence of an Event of Default or an Unmatured Event of Default;

(b) any litigation, arbitration or governmental investigation or proceeding not previously disclosed by Borrowers to the Lenders which has been instituted or, to the knowledge of each Borrower, is threatened against any Loan Party or to which any of the properties of any thereof is subject which might reasonably be expected to have a Material Adverse Effect;

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(c) the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, or the failure of any member of the Controlled Group to make a required contribution to any Pension Plan (if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA) or to any Multiemployer Pension Plan, or the taking of any action with respect to a Pension Plan which could result in the requirement that any Loan Party furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), or any material increase in the contingent liability of any Loan Party with respect to any post-retirement welfare benefit plan or other employee benefit plan of any Loan Party or another member of the Controlled Group, or any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent;

(d) any cancellation or material change in any insurance maintained by any Loan Party; or

(e) any other event (including (i) any violation of any Environmental Law or the assertion of any Environmental Claim or (ii) the enactment or effectiveness of any law, rule or regulation) which might reasonably be expected to have a Material Adverse Effect.

10.1.7. Borrowing Base Certificates .

Within 20 days of the end of each month (increased to 30 days for each of the six consecutive months commencing with the first month following the Closing Date), a Borrowing Base Certificate dated as of the end of such month and executed by a Senior Officer of Holdings or of Borrower Representative ( provided that (a) Holdings or Borrower Representative may deliver a Borrowing Base Certificate more frequently if they choose and (b) at any time an Event of Default exists, the Administrative Agent may require Holdings or Borrower Representative to deliver Borrowing Base Certificates more frequently).

10.1.8. Management Reports .

Promptly upon receipt thereof, copies of all detailed financial and management reports submitted to any Loan Party by independent auditors in connection with each annual or interim audit made by such auditors of the books of Holdings and its Subsidiaries.

10.1.9. Projections .

As soon as practicable, and in any event not later than 30 days after the commencement of each Fiscal Year, financial projections for Holdings and its Subsidiaries for such Fiscal Year (including monthly operating and cash flow budgets), prepared in a

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manner consistent with the projections delivered by Borrowers to the Lenders prior to the Closing Date or otherwise in a manner reasonably satisfactory to the Administrative Agent, accompanied by a certificate of a Senior Officer of Holdings or Borrower Representative to the effect that (a) such projections were prepared by Holdings or, as applicable, Borrowers in good faith, (b) Holdings or, as applicable, Borrower Representative has a reasonable basis for the assumptions contained in such projections and (c) such projections have been prepared in accordance with such assumptions.

10.1.10. Subordinated Debt Notices .

Promptly following receipt, copies of any notices (including notices of default or acceleration) received from any holder or trustee of, under or with respect to any Subordinated Debt.

10.1.11. Appraisal Reports .

Promptly following receipt, copies of any appraisal reports commissioned by any Loan Party or any shareholder thereof with respect to all or any portion of the assets of any Loan Party.

10.1.12. Other Information .

Promptly from time to time, such other information concerning the Loan Parties as any Lender or the Administrative Agent may reasonably request.

10.2. Books, Records and Inspections.

Keep, and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit, any Lender or the Administrative Agent or any representative thereof to inspect the properties and operations of the Loan Parties (after reasonable notice and at reasonable times, so long as no Event of Default is then in existence); and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), any Lender or the Administrative Agent or any representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its independent auditors (and Borrowers hereby authorize such independent auditors to discuss such financial matters with any Lender or the Administrative Agent or any representative thereof), and to examine (and, at the reasonable expense of the Loan Parties, upon reasonable request, (so long as no Event of Default is then in existence) photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, the Administrative Agent and its representatives to inspect the tangible assets of the Loan Parties, to perform, at any time during the continuance of an Event of Default, appraisals of the equipment of the Loan Parties, and, upon reasonable request (so long as no Event of Default is then in existence), to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts,

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correspondence and other data relating to Accounts and any other Collateral. All such inspections or audits by the Administrative Agent shall be at Borrowers’ expense, provided that so long as no Event of Default exists, the Borrowers shall not be required to reimburse the Administrative Agent for inspections or audits more frequently than once each Fiscal Year for Roadrunner, and once each Fiscal Year for the Sargent Companies. Borrowers hereby acknowledge that the Administrative Agent intends to conduct its initial field examination of the Borrowers’ operations within ninety (90) days of the Closing Date (but has no obligation to do so).

10.3. Maintenance of Property; Insurance.

(a) Keep, and cause each other Loan Party to keep, all property useful and necessary in the business of the Loan Parties in good working order and condition, ordinary wear and tear excepted.

(b) Maintain, and cause each other Loan Party to maintain, with reputable insurance companies, such insurance coverage as may be required by any law or governmental regulation or court decree or order applicable to it and such other insurance, to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated, and, upon request of the Administrative Agent or any Lender, furnish to the Administrative Agent or such Lender a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by the Loan Parties. The Borrowers shall cause each issuer of an insurance policy to provide the Administrative Agent with an endorsement (i) showing the Administrative Agent as lender’s loss payee with respect to each policy of property or casualty insurance and naming the Administrative Agent as an additional insured with respect to each policy of liability insurance, (ii) providing that 30 days’ notice will be given to the Administrative Agent prior to any cancellation of, material reduction or change in coverage provided by or other material modification to such policy and (iii) reasonably acceptable in all other respects to the Administrative Agent. The Borrowers shall execute and deliver to the Administrative Agent a collateral assignment, in form and substance satisfactory to the Administrative Agent, of each business interruption insurance policy maintained by the Borrowers; provided , that Administrative Agent shall have no right to retain any proceeds of any such business interruption insurance policies unless an Event of Default has occurred and is continuing.

(c) UNLESS THE BORROWERS PROVIDE THE ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE ADMINISTRATIVE AGENT MAY PURCHASE INSURANCE AT THE BORROWERS’ EXPENSE TO PROTECT THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY LOAN PARTY’S INTERESTS. THE COVERAGE THAT THE ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT IS MADE AGAINST ANY LOAN PARTY IN CONNECTION WITH THE COLLATERAL. THE BORROWERS MAY LATER CANCEL ANY INSURANCE PURCHASED BY THE ADMINISTRATIVE AGENT, BUT ONLY AFTER

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PROVIDING THE ADMINISTRATIVE AGENT WITH EVIDENCE THAT THE BORROWERS HAVE OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE COLLATERAL, THE BORROWERS WILL, JOINTLY AND SEVERALLY, BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BE IMPOSED WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE PRINCIPAL AMOUNT OF THE LOANS OR OTHER OBLIGATIONS OWING HEREUNDER. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF THE INSURANCE THE LOAN PARTIES MAY BE ABLE TO OBTAIN ON THEIR OWN.

10.4. Compliance with Laws; Payment of Taxes and Liabilities.

(a) Comply, and cause each other Loan Party to comply, in all material respects with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each other Loan Party to ensure, that no person who owns a controlling interest in or otherwise controls a Loan Party is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, (c) without limiting clause (a) above, comply, and cause each other Loan Party to comply, with all applicable Bank Secrecy Act (“BSA”) and anti-money laundering laws and regulations and (d) pay, and cause each other Loan Party to pay, prior to delinquency, all taxes and other governmental charges against it or any Collateral, as well as claims of any kind which, if unpaid, could reasonably be expected to become a Lien on any of its property; provided that the foregoing shall not require any Loan Party to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP and, in the case of a claim which could become a Lien on any collateral, such contest proceedings shall stay the foreclosure of such Lien or the sale of any portion of the collateral to satisfy such claim.

10.5. Maintenance of Existence, etc.

Maintain and preserve, and (subject to Section 11.4 ) cause each other Loan Party to maintain and preserve, (a) its existence and good standing in the jurisdiction of its organization and (b) its qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary (other than such jurisdictions in which the failure to be qualified or in good standing could not reasonably be expected to have a Material Adverse Effect).

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10.6. Use of Proceeds.

Use the proceeds of the Loans, and the Letters of Credit, solely to finance expenses related to the Related Transactions, to refinance existing Debt of the Sargent Companies, for working capital purposes, for Capital Expenditures and for other general business purposes, in each case in a manner not inconsistent with the terms of this Agreement; and not use or permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock.

10.7. Employee Benefit Plans.

(a) Maintain, and cause each other member of the Controlled Group to maintain, each Pension Plan in substantial compliance with all applicable requirements of law and regulations.

(b) Make, and cause each other member of the Controlled Group to make, on a timely basis, all required contributions to any Multiemployer Pension Plan.

(c) Not, and not permit any other member of the Controlled Group to (i) seek a waiver of the minimum funding standards of ERISA, (ii) terminate or withdraw from any Pension Plan or Multiemployer Pension Plan or (iii) take any other action with respect to any Pension Plan that would reasonably be expected to entitle the PBGC to terminate, impose liability in respect of, or cause a trustee to be appointed to administer, any Pension Plan, unless the actions or events described in clauses (i), (ii) and (iii) individually or in the aggregate would not have a Material Adverse Effect.

10.8. Environmental Matters.

If any release or threatened release or other disposal of Hazardous Substances shall occur or shall have occurred on any real property or any other assets of any Loan Party, Borrowers shall, or shall cause the applicable Loan Party to, cause the prompt containment and removal of such Hazardous Substances and the remediation of such real property or other assets as necessary to comply in all material respects with all Environmental Laws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, Borrowers shall, and shall cause each other Loan Party to, comply in all material respects with any Federal or state judicial or administrative order requiring the performance at any real property of any Loan Party of activities in response to the release or threatened release of a Hazardous Substance. To the extent that the transportation of Hazardous Substances is permitted by this Agreement, the Borrowers shall, and shall cause their Subsidiaries to, dispose of such Hazardous Substances, or of any other wastes, only at licensed disposal facilities operating in all material respects in compliance with Environmental Laws.

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10.9. Further Assurances.

Take, and cause each other Loan Party to take, such actions as are necessary or as the Administrative Agent or the Required Lenders may reasonably request from time to time to ensure that the Obligations of each Loan Party under the Loan Documents are secured by substantially all of the assets of the Borrowers and each domestic Subsidiary (as well as all Capital Securities of each domestic Subsidiary and 65% of all Capital Securities of each direct foreign Subsidiary) and guaranteed by each domestic Subsidiary (including, upon the acquisition or creation thereof, any Subsidiary acquired or created after the Closing Date with the consent of Required Lenders), in each case as the Administrative Agent may determine, including (a) the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust, financing statements and other documents, and the filing or recording of any of the foregoing and (b) the delivery of certificated securities and other Collateral with respect to which perfection is obtained by possession.

10.10. Deposit Accounts.

Unless the Administrative Agent otherwise consents in writing, in order to facilitate the Administrative Agent’s and the Lenders’ maintenance and monitoring of their security interests in the collateral, maintain Borrowers’ concentration account, primary disbursement account and lockbox with Administrative Agent; provided , that (i) solely with respect to the Sargent Companies, the provisions of this Section 10.10 shall be effective commencing six (6) months following the date hereof and (ii) it being understood and acknowledged that certain Account Debtors may not comply with instructions issued by the Sargent Companies to remit funds to lockboxes maintained with Administrative Agent following the toll of such six (6) month period. Until such time that Borrowers have established their principal deposit accounts with the Administrative Agent, Borrowers shall make no changes in their respective cash management systems as in effect on the Closing Date, unless the Administrative Agent otherwise consents in writing.

10.11. Interest Rate Protection.

Enter into, not later than ninety (90) days after the Closing Date, a Hedging Agreement with a term of at least three (3) years on an ISDA standard form with one or more Lenders or Affiliates thereof or with counterparties reasonably acceptable to the Administrative Agent to hedge the interest rate with respect to not less than $30,000,000 of the outstanding principal amount of the Term Loan, which agreements shall be in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 11. NEGATIVE COVENANTS

Until the expiration or termination of the Commitments and thereafter until all Obligations hereunder and under the other Loan Documents are paid in full and all Letters of Credit have been terminated, the Borrowers, jointly and severally, agree that, unless at any time the Required Lenders shall otherwise expressly consent in writing, Borrowers will:

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11.1. Debt.

Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except:

(a) Obligations under this Agreement and the other Loan Documents;

(b) Debt secured by Liens permitted by Section 11.2(d) , and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000;

(d) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation;

(e) Debt described on Schedule 11.1 ;

(f) the Debt to be Repaid (so long as such Debt is repaid in full on the Closing Date);

(g) Contingent Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 11.4 ;

(h) Debt incurred in respect of netting services and ordinary course of business overdraft protection in connection with deposit accounts permitted under the Loan Documents;

(i) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business;

(j) endorsements for collection or deposit and standard contractual indemnities entered into in the ordinary course of business;

(k) Contingent Liabilities incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds and other similar obligations;

(l) Contingent Liabilities arising under indemnity agreements to title insurers to cause such title insurers to issue to the Administrative Agent title insurance policies;

(m) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted hereunder;

(n) Debt owing between or among Borrowers;

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(o) Sponsor Make Whole Subordinated Debt;

(p) solely for the period commencing on the Closing Date through the date ninety (90) days following the Closing Date, Debt arising under those four (4) certain letters of credit, numbers 1171, 1183, 1189 and 1190, in the aggregate face amount of $135,000 issued by Katahdin Trust Company for the account of certain Sargent Companies; provided , that such letters of credit shall not be renewed, extended or otherwise modified following the date hereof; and

(q) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $200,000.

11.2. Liens.

Not, and not permit any other Loan Party to, create or permit to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except:

(a) Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves;

(b) Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, landlords, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves;

(d) subject to the limitation set forth in Section 11.1(b) , (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 20 days of the acquisition thereof and attaches solely to the property so acquired;

(e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $100,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings;

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(f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of any Loan Party;

(g) informational UCC financing statements filed with respect to operating leases;

(h) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or non-exclusive license permitted by this Agreement;

(i) Liens on insurance policies and the proceeds thereof incurred in connection with the financing of insurance premiums in the ordinary course of business;

(j) Liens in favor of collecting banks arising under Section 4-210 of the UCC;

(k) licenses, sublicenses, leases or subleases of real property or intellectual property granted by any Borrower (as lessor or licensor) to third Persons in the ordinary course of business consistent with past practices;

(l) subject to the terms of any deposit account control agreements entered into for the benefit of Administrative Agent, banker’s Liens and rights of set-off of financial institutions arising in connection with items deposited in accounts maintained at such financial institutions and subsequently unpaid and unpaid fees and expenses that are charged to any Borrower by such financial institutions in the ordinary course of business of the maintenance and operation of such accounts;

(m) Liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods; and

(n) Liens arising under the Loan Documents.

11.3. Restricted Payments.

Not, and not permit any other Loan Party to, (a) make any distribution to any holders of its Capital Securities, (b) purchase or redeem any of its Capital Securities, (c) pay any management fees or similar fees to any of its equityholders or any Affiliate thereof, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt or (e) set aside funds for any of the foregoing. Notwithstanding the foregoing, (i) any Subsidiary, if any, may pay dividends or make other distributions to the Borrowers or to a domestic Wholly-Owned Subsidiary of a Borrower, if any; (ii) so long as (x) no Event of Default exists or would result therefrom, and (y) the Total Debt to EBITDA Ratio, for each of not less than two consecutive Computation Periods, commencing with the Computation Period ending March 31, 2007, is less than 4.75 to 1.0, the Borrowers may pay management fees (or make distributions to Holdings, if concurrently used by Holdings to make such payments) to Eos and Sponsor or any Affiliate of Eos or Sponsor (including without limitation Thayer Management) pursuant to the terms of the Management

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Agreement and in an aggregate amount not to exceed $400,000 per annum (plus the amount of any accrued but unpaid management fees for prior Fiscal Years, to the extent payable in accordance with the terms hereof); provided , that , subject to the additional provisions of this clause (ii), (I) if on the last day of any Computation Period occurring following satisfaction of the terms of the preceding clause (y) the Total Debt to EBITDA Ratio as of such day exceeds 4.75 to 1.0, the Borrowers may not thereafter pay any such management fees (or make distributions to Holdings in respect thereof) until such date that the Total Debt to EBITDA Ratio as of the last day of any future Computation Period is less than 4.75 to 1.0, (II) if on the last day of any Computation Period occurring following satisfaction of the terms of the preceding clause (y) the Total Debt to EBITDA Ratio as of such day is less than 4.0 to 1.0 (computed on a pro forma basis after giving effect to the payments contemplated by this clause (II)), Borrowers may pay any management fees (or make distributions to Holdings in respect thereof) that have accrued but remain unpaid due to the provisions of this clause (ii) and (III) any management fees described in this clause (ii) that have accrued but not been paid due to the provisions hereof shall continue to accrue, and may be paid as provided in this clause (ii); (iii) so long as no Event of Default exists or would result therefrom, the Borrowers may make distributions to Holdings that are concurrently used by Holdings to repurchase Capital Securities of Holdings held by any officer or director of any Loan Party upon the death, permanent disability or termination of employment of such individual, provided , that (X) the Borrowers are in compliance on a pro forma basis with the provisions of Section 11.13.1 recomputed for the most recently ended month for which financial statements are available and (Y) the aggregate amount of distributions permitted under this clause (B) shall not exceed $500,000 in any Fiscal Year; (iv) the Borrowers may make (x) regularly scheduled payments (but no prepayments) of principal and interest in respect of Subordinated Debt, other than the Mezzanine Debt, to the extent permitted under the subordination provisions thereof, and (y) regularly scheduled payment s (but no prepayments) in respect of the Deferred Sargent Earnout Obligations, to the extent permitted under the Sargent Earnout Subordination Agreement; (v) Borrowers may make regularly scheduled payments (but no prepayments) of principal and interest in respect of the Mezzanine Debt to the extent permitted under the Mezzanine Subordination Agreement ( provided , that , (A) Borrowers shall elect to pay all interest accruing on the Mezzanine Debt in excess of twelve percent (12%) per annum by capitalizing on the applicable interest payment date such portion of such interest as provided in Section 3.1.1 of the Mezzanine Purchase Agreement, and (B) any such payment described in Section 3.1.3 of the Mezzanine Purchase Agreement shall be permitted only to the extent that Borrowers would be in compliance with the Senior Debt to EBITDA Ratio as of the last day of the most recently calculated Computation Period, but recalculated to give effect to any Senior Debt incurred for purposes of making any such payment); (vi) in the event a Borrower files a consolidated income tax return with Holdings, such Borrower may make dividend and distribution payments to Holdings to permit Holdings to pay federal and state income taxes then due and owing, franchise taxes and other similar licensing expenses incurred in the ordinary course of business provided , that the amount of such distribution shall not be greater, nor the receipt by such Borrower of tax benefits less, than they would have been had such Borrower not filed a consolidated return with Holdings; (vii) Borrowers may make dividend and other distribution payments to Holdings and/or Sargent Holdings at such times and in such amounts as are necessary to permit payment in

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the ordinary course of business of taxes, accounting and administrative expenses (including without limitation the payment of reasonable director fees and expenses and premiums with respect to directors and officers liability insurance policies) payable by Holdings and/or Sargent Holdings; and (viii) so long as no Event of Default exists or would result therefrom, the Borrowers may make distributions to Holdings to the extent concurrently distributed by Holdings in accordance with the terms of the Sargent Earnout Subordination Agreement as a current dividend payment in respect of the Holdings Preferred Stock.

11.4. Mergers, Consolidations, Sales.

Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person, (b) sell, transfer, convey or lease any of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) or (c) sell or assign with or without recourse any receivables, except for (i) upon not less than five (5) Business Days prior written notice to the Administrative Agent, any such merger or consolidation of either (I) any domestic Wholly-Owned Subsidiary of a Borrower into a Borrower or into any other domestic Wholly-Owned Subsidiary of a Borrower, if any (if such Borrower or such other Subsidiary is the surviving organization), and (II) a Borrower into any other Borrower, (ii) any such sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary of a Borrower, if any, into a Borrower or into any other domestic Wholly-Owned Subsidiary of a Borrower, if any; (iii) sales and dispositions of assets (including the Capital Securities of Subsidiaries) for at least fair market value (as determined by the Board of Directors of the Borrower making such sale or disposition) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed five percent (5%) of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year and (iv) the sale by Sargent of the owned real property of Sargent located in Saginaw, Michigan for at least fair market value.

11.5. Modification of Organizational Documents.

Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to have a Material Adverse Effect; not change, or allow any Loan Party to change, its state of formation or its organizational form.

11.6. Transactions with Affiliates.

Not, and not permit any other Loan Party to, enter into, or cause, suffer or permit to exist any transaction, arrangement or contract (other than the Management Agreement) with any of its other Affiliates (other than the Loan Parties) which is on terms which are less favorable than are obtainable from any Person which is not one of its Affiliates.

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11.7. Unconditional Purchase Obligations.

Not, and not permit any other Loan Party to, enter into or be a party to any contract for the purchase of materials, supplies or other property or services if such contract requires that payment be made by it regardless of whether delivery is ever made of such materials, supplies or other property or services.

11.8. Inconsistent Agreements.

Not, and not permit any other Loan Party to, enter into any material agreement containing any material provision which would (a) be violated or breached by any borrowing by Borrowers hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to the Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to Borrowers or any other Subsidiary, or pay any Debt owed to Borrowers or any other Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt and (C) customary provisions in leases and other contracts restricting the assignment thereof.

11.9. Business Activities; Issuance of Equity; Subsidiaries.

Not, and not permit any other Loan Party to, engage in any line of business other than the businesses engaged in on the date hereof and businesses reasonably related thereto. Not, and not permit any other Loan Party to, issue any Capital Securities other than (a) any issuance of shares of Holdings’ common Capital Securities or (b) any issuance by a Subsidiary to Borrowers or another Subsidiary in accordance with Section 11.3 . Not, and not permit any other Loan Party to, form or acquire any Subsidiary.

11.10. Investments.

Not, and not permit any other Loan Party to, make or permit to exist any Investment in any other Person, except the following:

(a) contributions by Holdings to the capital of any Borrower (which contributions to any Sargent Company may be made indirectly through capital contributions into Sargent Holdings);

(b) Investments constituting Debt permitted by Section 11.1 ;

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(d) Cash Equivalent Investments;

(e) subject to the provisions of Section 10.10 , bank deposits in the ordinary course of business, provided that the aggregate amount of all such deposits (excluding amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties) which are maintained with any bank other than a Lender, following the transfer of principal deposit accounts to Administrative Agent (as contemplated by Section 10.10 ), shall not at any time exceed $200,000;

(f) Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors;

(g) (i) travel and similar advances to employees or independent contractors in the ordinary course of business and (ii) other loans to independent contractors and other service providers in the ordinary course of business, in the case of clause (ii), not to exceed $500,000 in the aggregate at any time outstanding;

(h) Investments in the form of intercompany loans made by Borrowers to Holdings to the extent that, at the time such loan is made, a dividend or distribution from Borrowers to Holdings would be permitted under Section 11.3 and provided that (i) the proceeds of such loans are used for the purposes specified in Section 11.3 and (ii) such intercompany loan shall be treated as a dividend for purposes of this Agreement, including, without limitation, determining compliance with the provisions of Section 11.3 ;

(i) deposits made in the ordinary course of business securing obligations or performance under contracts, such as in connection with real estate or personal property leases;

(j) promissory notes and other similar non-cash consideration received by Borrowers in connection with dispositions permitted under Section 11.4 ; and

(k) Investments listed on Schedule 11.10 as of the Closing Date.

provided that (x) any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; (y) no Investment otherwise permitted by clause (b) or (c) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default exists.

11.11. Restriction of Amendments to Certain Documents.

Not amend or otherwise modify, or waive any rights under, any Related Agreements or any Subordinated Debt Documents, unless, (x) such amendment,

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modification or waiver could not reasonably be expected to have a Material Adverse Effect (it being understood that modifications expressly permitted by the Mezzanine Subordination Agreement shall be acceptable for purposes of this clause (x) ), (y) does not violate or contravene any of the subordination provisions of any Subordinated Debt Document and (z) Administrative Agent shall have failed to receive a copy of any such amendment, modification or waiver not less than five (5) Business Days prior to the execution and delivery thereof.

11.12. Fiscal Year; Accounting Changes.

Not (a) change its Fiscal Year or (b) change its accounting treatment or reporting practices, except as required by GAAP.

11.13. Financial Covenants.

11.13.1. Fixed Charge Coverage Ratio .

Not permit the Fixed Charge Coverage Ratio for any Computation Period to be less than the applicable ratio set forth below for such Computation Period:


Computation	Fixed Charge
Period Ending	Coverage Ratio

March 31, 2007		1.00 to 1.0
June 30, 2007		1.00 to 1.0
September 30, 2007		1.05 to 1.0
December 31, 2007		1.10 to 1.0
Each of March 31 and June 30 in 2008		1.10 to 1.0
Each of September 30 and December 31 in 2008		1.15 to 1.0
Each of March 31, June 30, September 30 and December 31 in 2009		1.20 to 1.0
Each March 31, June 30, September 30 and December 31 thereafter		1.25 to 1.0

11.13.2. Senior Debt to EBITDA Ratio .

Not permit the Senior Debt to EBITDA Ratio as of the last day of any Computation Period to exceed the applicable ratio set forth below for such Computation Period:

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Computation	Senior Debt to
Period Ending	EBITDA Ratio

March 31, 2007		4.00 to 1.0
June 30, 2007		4.00 to 1.0
September 30, 2007		4.00 to 1.0
December 31, 2007		3.00 to 1.0
March 31, 2008		2.75 to 1.0
June 30, 2008		2.75 to 1.0
Each September 30, December 31, March 31 and June 30 thereafter		2.50 to 1.0

11.13.3. Total Debt to EBITDA Ratio .

Not permit the Total Debt to EBITDA Ratio as of the last day of any Computation Period to exceed the applicable ratio set forth below for such Computation Period:


Computation	Total Debt to
Period Ending	EBITDA Ratio

March 31, 2007		5.95 to 1.0
June 30, 2007		5.95 to 1.0
September 30, 2007		5.95 to 1.0
December 31, 2007		5.00 to 1.0
March 31, 2008		4.75 to 1.0
June 30, 2008		4.50 to 1.0
September 30, 2008		4.25 to 1.0
December 31, 2008		4.00 to 1.0
Each March 31, June 30, September 30 and December 31 thereafter		3.75 to 1.0

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11.14. Cancellation of Debt.

Not, and not permit any other Loan Party to, cancel any claim or debt owing to it, except for reasonable consideration or in the ordinary course of business, and except for the cancellation of debts or claims not to exceed $500,000 in any Fiscal Year.

11.15. Additional Covenants .

In the event that additional covenants which are not included in the Mezzanine Purchase Agreement on the date hereof are, following the date hereof, added to the Mezzanine Purchase Agreement or incorporated in any loan or credit agreement which replaces or refinances the Mezzanine Purchase Agreement, such covenants shall, to the extent the same do not conflict with covenants set forth in this Agreement, be automatically deemed to have been added to this Agreement for the benefit of Administrative Agent and the Lenders, and shall be incorporated by reference as if fully set forth, and Administrative Agent and the Lenders shall be entitled to the benefit of any such incorporated covenants from and after such incorporation; provided that any such additional incorporated covenants that are financial covenants (e.g., performance or liquidity targets or leverage or coverage ratios) shall be deemed to be incorporated into this Agreement as adjusted such that the levels are 15% more restrictive to Borrowers than the corresponding new covenant in the Mezzanine Purchase Agreement or such replacement or refinancing facility.

SECTION 12. EFFECTIVENESS; CONDITIONS OF LENDING, ETC.

The deemed making of the Term Loan and the initial Revolving Loans, and the obligation of each Lender to make its Loans and of the Issuing Lender to issue Letters of Credit, is subject to the following conditions precedent:

12.1. Initial Credit Extension.

The deemed making of the Term Loan and the initial Revolving Loans, and the obligation of the Lenders to make the initial Loans and the obligation of the Issuing Lender to issue its initial Letter of Credit (whichever first occurs) is, in addition to the conditions precedent specified in Section 12.2 , subject to the conditions precedent that (a) all Debt to be Repaid has been (or concurrently with the initial borrowing will be) paid in full, and that all agreements and instruments governing the Debt to be Repaid and that all Liens securing such Debt to be Repaid have been (or concurrently with the initial borrowing will be) terminated and (b) the Administrative Agent shall have received (i) evidence, reasonably satisfactory to the Administrative Agent, that the Related Transactions have been consummated in accordance with the terms of the Related Agreements (without any amendment thereto or waiver thereunder unless consented to by the Lenders); and (ii) all of the following, each duly executed and dated the Closing Date (or such earlier date as shall be satisfactory to the Administrative Agent), in form and substance satisfactory to the Administrative Agent (and the date on which all such conditions precedent have been satisfied or waived in writing by the Administrative Agent and the Lenders is called the “Closing Date”):

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12.1.1. Notes .

A Note for each Lender.

12.1.2. Authorization Documents.

For each Loan Party, such Person’s (a) charter (or similar formation document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification.

12.1.3. Consents, etc.

Certified copies of all documents evidencing any necessary corporate or partnership action, consents and governmental approvals (if any) required for the execution, delivery and performance by the Loan Parties of the documents referred to in this Section 12 ; and copies of any amendments and consents to existing Subordinated Debt, with respect to the transactions contemplated hereby.

12.1.4. Letter of Direction .

A letter of direction containing funds flow information with respect to the proceeds of the Loans on the Closing Date.

12.1.5. Guaranty and Collateral Agreement .

A counterpart of the Guaranty and Collateral Agreement executed by each Loan Party, together with all instruments, transfer powers and other items required to be delivered in connection therewith.

12.1.6. Subordination Agreements .

Subordination Agreements with respect to all Subordinated Debt.

12.1.7. Opinions of Counsel.

Opinions of counsel for each Loan Party with respect to the Loan Documents, including local counsel reasonably requested by the Administrative Agent, and all other opinions issued pursuant to the Related Transactions, which other opinions shall be issued to, or provide for reliance by, Administrative Agent and the Lenders.

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12.1.8. Insurance .

Evidence of the existence of insurance required to be maintained pursuant to Section 10.3(b) , together with evidence that the Administrative Agent has been named as a lender’s loss payee, additional insured or collateral assignee as applicable, on all related insurance policies.

12.1.9. Copies of Documents .

Copies of the Related Agreements certified by the secretary or assistant secretary (or similar officer) of Borrower Representative as being true, accurate and complete.

12.1.10. Payment of Fees .

Evidence of payment by the Loan Parties of all accrued and unpaid fees, costs and expenses to the extent then due and payable on or about the Closing Date, together with all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute the Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by the Administrative Agent through the closing proceedings ( provided that such estimate shall not thereafter preclude final settling of accounts between Borrowers and the Administrative Agent), with the aggregate amount of all fees and expenses described in this Section 12.1.10 not to exceed $1,000,000.

12.1.11. Pro Formas .

A consolidated pro forma balance sheet of Holdings as at December 31, 2006, together with consolidated pro forma income statements and cash flow statements for Holdings and its Subsidiaries presented on an annual basis for Fiscal Year 2005 and on a quarterly basis for Fiscal Year 2006, all adjusted to give effect to the consummation of the Related Transactions and the financings contemplated hereby as if such transactions had occurred on such date, consistent in all material respects with the sources and uses of cash as previously described to the Lenders and the forecasts previously provided to the Lenders.

12.1.12. Search Results; Lien Terminations .

Certified copies of Uniform Commercial Code search reports dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Loan Party (under their present names and any previous names) as debtors, together with (a) copies of such financing statements, (b) payoff letters evidencing repayment in full of all Debt to be Repaid, the termination of all agreements relating thereto and the release of all Liens granted in connection therewith, with Uniform Commercial Code or other appropriate termination statements and documents effective to evidence the foregoing (other than Liens permitted by Section 11.2 ) and (c) such other Uniform Commercial Code termination statements as the Administrative Agent may reasonably request.

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12.1.13. Filings, Registrations and Recordings .

The Administrative Agent shall have received each document (including Uniform Commercial Code financing statements) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein, prior to any other Liens (subject only to Liens permitted pursuant to Section 11.2 ), in proper form for filing, registration or recording.

12.1.14. Borrowing Base Certificate .

A Borrowing Base Certificate dated as of the Closing Date.

12.1.15. Maximum Revolving Loans.

The fact that no more than $25,500,000 in Revolving Loans and/or Letters of Credit in the aggregate shall be requested by Borrowers on the Closing Date.

12.1.16. Closing Certificate, Consents and Permits .

A certificate executed by an officer of each Borrower on behalf of Borrowers certifying (a) the matters set forth in Section 12.2.1 as of the Closing Date and (b) the occurrence of the closing of the Related Transactions and that such closing has been consummated in accordance with the terms of the Related Agreements without waiver of any material condition thereof.

12.1.17. Real Estate Documents .

With respect to each parcel of real property owned by Borrowers, a duly executed Mortgage or Mortgage amendment, as requested by Administrative Agent, providing for a fully perfected Lien to secure the Obligations, in favor of the Administrative Agent, in all right, title and interest of Borrowers in such real property together with:

(a) an ALTA Loan Title Commitment Report, issued by an insurer acceptable to the Administrative Agent;

(b) to the extent requested by Administrative Agent, copies of all documents of record concerning such real property as shown on the commitment for the ALTA Loan Title Commitment Report referred to above; and

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12.1.18. Collateral Access Agreement .

A Collateral Access Agreement from the landlord of Borrowers’ leased real property serving as each Borrower’s headquarters.

12.1.19. EBITDA .

Evidence reasonably acceptable to the Administrative Agent that EBITDA for the trailing twelve (12) month period for which financial information of Borrowers is most recently available is not less than $24,000,000.

12.1.20. Projections.

The Administrative Agent shall have received projected income statements, balance sheets and cash flow statements prepared by Borrowers (quarterly for one year and annually thereafter) and giving effect to the Related Transactions and the transactions otherwise described in this Section 12.1 .

12.1.21. Other .

Such other documents as the Administrative Agent or any Lender may reasonably request.

12.2. Conditions.

The obligation (a) of each Lender to make each Loan and (b) of the Issuing Lender to issue each Letter of Credit is subject to the following further conditions precedent that:

12.2.1. Compliance with Warranties, No Default, etc.

Both before and after giving effect to any borrowing and the issuance of any Letter of Credit, the following statements shall be true and correct:

(a) the representations and warranties of each Loan Party set forth in this Agreement and the other Loan Documents shall be true and correct in all respects with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and

(b) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing.

12.2.2. Confirmatory Certificate .

If requested by the Administrative Agent, the Administrative Agent shall have received a certificate dated the date of such requested Loan or Letter of Credit and signed by a duly authorized representative of each Borrower as to the matters set out in

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Section 12.2.1 (it being understood that each request by any Borrower for the making of a Loan or the issuance of a Letter of Credit shall be deemed to constitute a representation and warranty by Borrowers that the conditions precedent set forth in Section 12.2.1 will be satisfied at the time of the making of such Loan or the issuance of such Letter of Credit), together with such other documents as the Administrative Agent may reasonably request in support thereof.

SECTION 13. EVENTS OF DEFAULT AND THEIR EFFECT.

13.1. Events of Default.

Each of the following shall constitute an Event of Default under this Agreement:

13.1.1. Non-Payment of the Loans, etc.

Default in the payment when due of the principal of any Loan; or default, and continuance thereof for five days, in the payment when due of any interest, fee, reimbursement obligation with respect to any Letter of Credit or other amount payable by any Loan Party hereunder or under any other Loan Document.

13.1.2. Non-Payment of Other Debt .

Any default shall occur under (i) the Mezzanine Purchase Agreement, or (ii) the terms applicable to any other Debt of any Loan Party in an aggregate amount with respect to this clause (ii) (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding $500,000 and such default shall (a) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require any Loan Party to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed maturity.

13.1.3. Other Material Obligations .

Default in the payment when due, or in the performance or observance of, any material obligation of, or condition agreed to by, any Loan Party with respect to any material purchase or lease of goods or services where such default, singly or in the aggregate with all other such defaults, might reasonably be expected to have a Material Adverse Effect.

13.1.4. Bankruptcy, Insolvency, etc.

Any Loan Party becomes insolvent or generally fails to pay, or admits in writing its inability or refusal to pay, debts as they become due; or any Loan Party applies for, consents to, or acquiesces in the appointment of a trustee, receiver or other custodian for such Loan Party or any property thereof, or makes a general assignment for the benefit of

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creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for any Loan Party or for a substantial part of the property of any thereof and is not discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is commenced in respect of any Loan Party, and if such case or proceeding is not commenced by such Loan Party, it is consented to or acquiesced in by such Loan Party, or remains for 60 days undismissed; or any Loan Party takes any action to authorize, or in furtherance of, any of the foregoing.

13.1.5. Non-Compliance with Loan Documents .

(a) Failure by any Loan Party to comply with or to perform any covenant set forth in any of Sections 10.3(b) , 10.5 or Section 11 ; or

(b) failure by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document other than any Specified Delivery Section (and not constituting an Event of Default under any other provision of this Section 13 ) and continuance of such failure described in this clause (b) for 30 days after the earlier of (1) receipt by Borrowers of notice from Administrative Agent of such failure and (2) actual knowledge of Borrowers or any other Loan Party of such failure; or

(c) failure by any Loan Party to comply with or to perform any provision of any Specified Delivery Section and continuance of such failure described in this clause (c) for three Business Days, following notice by Administrative Agent to Borrowers of any such failure.

13.1.6. Representations; Warranties .

Any representation or warranty made by any Loan Party herein or any other Loan Document is breached or is false or misleading in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by any Loan Party to the Administrative Agent or any Lender in connection herewith is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified.

13.1.7. Pension Plans .

(a) Any Person institutes steps to terminate a Pension Plan if as a result of such termination any Loan Party or any member of the Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan, in excess of $250,000;

(b) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA;

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(d) there shall occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Pension Plans as a result of such withdrawal (including any outstanding withdrawal liability that any Loan Party or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $250,000.

13.1.8. Judgments .

Final judgments which exceed an aggregate of $500,000 shall be rendered against any Loan Party and shall not have been paid, discharged or vacated or had execution thereof stayed pending appeal within 60 days after entry or filing of such judgments.

13.1.9. Invalidity of Collateral Documents, etc.

Any material Collateral Document shall cease to be in full force and effect; or any Loan Party (or any Person by, through or on behalf of any Loan Party) shall contest in any manner the validity, binding nature or enforceability of any material Collateral Document.

13.1.10. Invalidity of Subordination Provisions, etc.

Any subordination provision in any document or instrument governing Subordinated Debt, or any subordination provision in any guaranty by any Subsidiary of any Subordinated Debt, shall cease to be in full force and effect, or any Loan Party or any other Person (including the holder of any applicable Subordinated Debt) shall contest in any manner the validity, binding nature or enforceability of any such provision.

13.1.11. Change of Control .

A Change of Control shall occur.

13.1.12. Material Adverse Effect.

The occurrence of any event having a Material Adverse Effect.

13.1.13. Default Under Sponsor Make Whole Agreement .

Sponsor shall breach any of its obligations under the Sponsor Make Whole Agreement and such breach continues beyond any applicable notice, grace or cure period set forth therein, or shall contest in any manner the validity, binding nature or enforceability of any provision of the Sponsor Make Whole Agreement.

13.2. Effect of Event of Default.

If any Event of Default described in Section 13.1.4 shall occur in respect of any Borrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and Borrowers shall,

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jointly and severally, become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or Borrowers shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise Borrower Representative of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to Borrower Representative or as a court of competent jurisdiction may elect. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the written request of the Required Lenders shall, enforce any or all rights and remedies under any of the Loan Documents or under applicable law.

SECTION 14. THE AGENT.

14.1. Appointment and Authorization.

Each Lender hereby irrevocably (subject to Section 14.10 ) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in other Loan Documents with reference to the Administrative 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 an administrative relationship between independent contracting parties.

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14.2. Issuing Lender .

The Issuing Lender shall act on behalf of the Lenders (according to their Pro Rata Shares) with respect to any Letters of Credit issued by it and the documents associated therewith. The Issuing Lender shall have all of the benefits and immunities (a) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14 , included the Issuing Lender with respect to such acts or omissions and (b) as additionally provided in this Agreement with respect to the Issuing Lender.

14.3. Delegation of Duties .

The Administrative 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 rely in good faith upon advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

14.4. Exculpation of Administrative Agent .

None of the Administrative Agent nor any of its directors, officers, employees or agents 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 to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or Affiliate of Borrowers, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative 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 the creation, perfection or priority of any Lien or security interest therein), or for any failure of Borrowers or any other party to any Loan Document to perform its Obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Subsidiaries or Affiliates of any Loan Party.

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14.5. Reliance by Administrative Agent .

The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, electronic mail message, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements relied upon by it in good faith of legal counsel (including counsel to Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, confirmation from the Lenders of their obligation to indemnify the Administrative Agent against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative 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 each Lender. For purposes of determining compliance with the conditions specified in Section 12 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

14.6. Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Unmatured Event of Default except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or Borrowers referring to this Agreement, describing such Event of Default or Unmatured Event of Default and stating that such notice is a “notice of default”. The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Event of Default or Unmatured Event of Default as may be requested by the Required Lenders in accordance with Section 13 ; provided that unless and until the Administrative Agent has received any such request, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Unmatured Event of Default as it shall deem advisable or in the best interest of the Lenders.

14.7. Credit Decision.

Each Lender acknowledges that the Administrative Agent has not made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan

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Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender as to any matter, including whether the Administrative Agent has disclosed material information in its possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to Borrowers hereunder. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent (which list includes, without limitation, copies of the financial statements described in Sections 10.1.1 , 10.1.2 , 10.1.3 , 10.1.4 , 10.1.7 , 10.1.8 , 10.1.9 , 10.1.10 and 10.1.11 promptly following receipt thereof by Administrative Agent), the Administrative 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 or other condition or creditworthiness of Borrowers which may come into the possession of the Administrative Agent.

14.8. Indemnification.

Whether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand the Administrative Agent and its directors, officers, employees and agents (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so), according to its applicable Pro Rata Share, from and against any and all Indemnified Liabilities (as hereinafter defined); provided that no Lender shall be liable for any payment to any such Person of any portion of the Indemnified Liabilities to the extent determined by a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the applicable Person’s own gross negligence or willful misconduct. No action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs and Taxes) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this Section shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit, any foreclosure under, or

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modification, release or discharge of, any or all of the Collateral Documents, termination of this Agreement and the resignation or replacement of the Administrative Agent.

14.9. Administrative Agent in Individual Capacity.

LaSalle and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Loan Parties and Affiliates as though LaSalle were not the Administrative Agent hereunder and without notice to or consent of any Lender. Each Lender acknowledges that, pursuant to such activities, LaSalle or its Affiliates may receive information regarding Borrowers or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of Borrowers or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to their Loans (if any), LaSalle and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though LaSalle were not the Administrative Agent, and the terms “Lender” and “Lenders” include LaSalle and its Affiliates, to the extent applicable, in their individual capacities.

14.10. Successor Administrative Agent.

The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Lenders. If the Administrative Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of Borrower Representative (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and Borrower Representative and the written approval of the proposed appointee, a successor agent from among the Lenders. 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 Administrative Agent and the term “Administrative Agent” shall mean such successor agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 14 and Sections 15.5 and 15.17 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

14.11. Collateral Matters.

The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by the Administrative Agent under

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any Collateral Document (i) upon termination of the Commitments and payment in full of all Loans and all other obligations of Borrowers hereunder and the expiration or termination of all Letters of Credit; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder; or (iii) subject to Section 15.1 , if approved, authorized or ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 11.2(d)(i) or (d)(ii) (it being understood that the Administrative Agent may conclusively rely on a certificate from Borrower Representative in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b) ). The Lenders further irrevocably authorize the Administrative Agent to release any Lien held by the Administrative Agent with respect to certain real property previously owned by Roadrunner (and sold by Roadrunner prior to the Closing Date) located in Vilas County, Wisconsin, and the Administrative Agent hereby agrees to deliver such release to Borrowers on or promptly following the Closing Date. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11 . Each Lender hereby authorizes the Administrative Agent to give blockage notices in connection with any Subordinated Debt at the direction of Required Lenders and agrees that it will not act unilaterally to deliver such notices.

14.12. Administrative Agent May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 5 , 15.5 and 15.17 ) allowed in such judicial proceedings; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any

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amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 5, 15.5 and 15.17 .

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

14.13. Other Agents; Arrangers and Managers.

None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger”, if any, shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

SECTION 15. GENERAL.

15.1. Waiver; Amendments.

No delay on the part of the Administrative Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the other Loan Documents shall in any event be effective unless the same shall be in writing and acknowledged by Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment, modification, waiver or consent shall (a) extend or increase the Commitment of any Lender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees payable hereunder without the written consent of each Lender directly affected thereby, (c) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly affected thereby (except for periodic adjustments of interest rates and fees resulting from a change in the Applicable Margin as provided for in this Agreement); or (d) release any party from its obligations under the Guaranty or all or any substantial part of the Collateral granted under the Collateral Documents, change the

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definition of Required Lenders, any provision of this Section 15.1 or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent, without, in each case, the written consent of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a majority of the aggregate Pro Rata Shares of the Term Loan. No provision of Section 14 or other provision of this Agreement affecting the Administrative Agent in its capacity as such shall be amended, modified or waived without the consent of the Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lender in its capacity as such shall be amended, modified or waived without the consent of the Issuing Lender. No provision of this Agreement relating to the rights or duties of the Swing Line Lender in its capacity as such shall be amended, modified or waived without the consent of the Swing Line Lender.

15.2. Confirmations.

Borrowers and each holder of a Note agree from time to time, upon the reasonable written request received by it from the other, to confirm to the other in writing (with a copy of each such confirmation to the Administrative Agent) the aggregate unpaid principal amount of the Loans then outstanding under such Note.

15.3. Notices.

Except as otherwise provided in Sections 2.2.2 and 2.2.3 , all notices hereunder shall be in writing (including facsimile transmission) and shall be sent to the applicable party at its address shown on Annex B or at such other address as such party may, by written notice received by the other parties, have designated as its address for such purpose. Notices sent by facsimile transmission shall be deemed to have been given when sent; notices sent by mail shall be deemed to have been given three Business Days after the date when sent by registered or certified mail, postage prepaid; and notices sent by hand delivery or overnight courier service shall be deemed to have been given when received. For purposes of Sections 2.2.2 and 2.2.3 , the Administrative Agent shall be entitled to rely on telephonic instructions from any person that the Administrative Agent in good faith believes is an authorized officer or employee of any Borrower, and Borrowers shall hold the Administrative Agent and each other Lender harmless from any loss, cost or expense resulting from any such reliance.

15.4. Computations.

Except as otherwise expressly provided in this Agreement, where the character or amount of any asset or liability or item of income or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall, to the extent applicable and except as otherwise specified in this Agreement, be made on a consolidated basis for Holdings and its Subsidiaries in accordance with GAAP, consistently applied; provided that if Borrower Representative notifies the Administrative Agent that Borrowers wish to amend any covenant in Sections 10 or 11.13 (or any related definition) to eliminate or to take into

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account the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies Borrower Representative that the Required Lenders wish to amend Sections 10 or 11.13 (or any related definition) for such purpose), then Borrowers’ compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant (or related definition) is amended in a manner satisfactory to Borrowers and the Required Lenders. If a court of competent jurisdiction determines that any financial statements delivered to Administrative Agent or Lenders pursuant to the terms of this Agreement have not been prepared in accordance with GAAP and in a manner consistent with the requirements of this Section 15.4 , then, without limitation of any other rights and remedies available to Administrative Agent and the Lenders in respect thereof, Administrative Agent shall have the right, in its sole discretion, to (i) reassess, retroactively, compliance by Borrowers with any and all covenants, agreements, conditions, representations and warranties set forth herein that are based, in whole or in part, on the content of such financial statements and/or (ii) recalculate, retroactively, interest payable by Borrowers hereunder. In the event that any such recalculation of interest payable results in additional interest due and payable hereunder, Borrowers shall pay such interest upon demand to Administrative Agent, together with interest thereon at the highest rate provided for hereunder.

15.5. Costs, Expenses and Taxes.

Borrowers, jointly and severally, agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (including Attorney Costs and any Taxes) in connection with the preparation, execution, syndication, delivery and administration (including perfection and protection of any Collateral and the costs of Intralinks (or other similar service), if applicable) of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and all reasonable out-of-pocket costs and expenses (including Attorney Costs and any Taxes) incurred by the Administrative Agent and each Lender following the occurrence and during the continuance of an Event of Default in connection with the collection of the Obligations or the enforcement of this Agreement the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect thereof (limited, in the case of any workout, restructuring and related negotiations, to Attorney Costs for one external law firm on behalf of all Lenders (other than Administrative Agent), as well as to all such Attorney Costs incurred by Administrative Agent). In addition, Borrowers, jointly and severally, agree to pay, and to save the Administrative Agent and the Lenders harmless from all liability for, any fees of Borrowers’ auditors in connection with any reasonable exercise by the Administrative Agent and the Lenders of their rights pursuant to Section 10.2 (limited to only those fees that are reasonable, so long as no Event of Default is in existence at the time Administrative Agent or any Lender exercises rights pursuant to Section 10.2 ). All Obligations provided for in this

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Section 15.5 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit and termination of this Agreement.

15.6. Assignments; Participations.

15.6.1. Assignments .

(a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent, the Issuing Lender (for an assignment of the Revolving Loans and the Revolving Commitment) and, so long as no Event of Default exists, Borrower Representative (which consents shall not be unreasonably withheld or delayed and shall not be required (a) for an assignment by a Lender to a Lender or an Affiliate of a Lender and (b) from Borrower Representative if an Event of Default is continuing). Except as the Administrative Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 (or, $1,000,000, in the case of the Term Loan) or, if less, the remaining Commitment and Loans held by the assigning Lender. Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment Borrowers would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee than Borrowers are then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrowers will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2 . Borrower Representative shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower Representative has expressly objected to such assignment within three Business Days after notice thereof.

(b) From and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, Borrowers shall execute and deliver to the Administrative Agent for delivery to the Assignee (and, as applicable, the assigning Lender) a Note in the principal amount of the Assignee’s Pro Rata Share of the Revolving Commitment plus the principal amount of the Assignee’s Term Loan (and, as applicable, a Note in the principal amount of the Pro Rata Share of the Revolving Commitment retained by the assigning Lender plus the principal amount of the Term Loan retained by the assigning Lender). Each such Note shall be dated

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the effective date of such assignment. Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to Borrowers any prior Note held by it.

(c) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

15.6.2. Participations .

Any Lender may at any time sell to one or more Persons participating interests in its Loans, Commitments or other interests hereunder (any such Person, a “Participant”). In the event of a sale by a Lender of a participating interest to a Participant, (a) such Lender’s obligations hereunder shall remain unchanged for all purposes, (b) Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder and (c) all amounts payable by Borrowers shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender. No Participant shall have any direct or indirect voting rights hereunder except with respect to any event described in Section 15.1 expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders. Each Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which such Lender enters into with any Participant. Borrowers agree that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement and with respect to any Letter of Credit to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that such right of set-off shall be subject to the obligation of each Participant to share with the Lenders, and the Lenders agree to share with each Participant, as provided in Section 7.5 . Borrowers also agree that each Participant shall be entitled to the benefits of Section 7.6 or 8 as if it were a Lender ( provided that on the date of the participation no Participant shall be entitled to any greater compensation pursuant to Section 7.6 or 8 than would have been paid to the participating Lender on such date if no participation had been sold and that each Participant complies with Section 7.6(d) as if it were an Assignee).

15.7. Register.

The Administrative Agent shall maintain a copy of each Assignment Agreement delivered and accepted by it and register (the “Register”) for the recordation of names and addresses of the Lenders and the Commitment of each Lender from time to time and whether such Lender is the original Lender or the Assignee. No assignment shall be effective unless and until the Assignment Agreement is accepted and registered in the Register. All records of transfer of a Lender’s interest in the Register shall be conclusive,

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absent manifest error, as to the ownership of the interests in the Loans. The Administrative Agent shall not incur any liability of any kind with respect to any Lender with respect to the maintenance of the Register.

15.8. GOVERNING LAW .

THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

15.9. Confidentiality.

As required by federal law and the Administrative Agent’s policies and practices, the Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. The Administrative Agent and each Lender agree to use commercially reasonable efforts (equivalent to the efforts the Administrative Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain as confidential all information provided to them by any Loan Party and designated as confidential, except that the Administrative Agent and each Lender may disclose such information (a) to Persons employed or engaged by the Administrative Agent or such Lender in evaluating, approving, structuring or administering the Loans and the Commitments; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner, or any insurance industry association, or as reasonably believed by the Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of the Administrative Agent’s or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which the Administrative Agent or such Lender is a party; (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of the Administrative Agent, the Issuing Lender or any other Lender who may provide Bank Products to the Loan Parties; or (h) that ceases to be confidential through no fault of the Administrative Agent or any Lender. Notwithstanding the foregoing, Borrowers consent to the publication by the Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and the Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

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15.10. Severability.

Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. All obligations of Borrowers and rights of the Administrative Agent and the Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law.

15.11. Nature of Remedies.

All Obligations of Borrowers and rights of the Administrative Agent and the Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15.12. Entire Agreement.

This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof (except as relates to the fees described in Section 5.3 ) and any prior arrangements made with respect to the payment by Borrowers of (or any indemnification for) any fees, costs or expenses payable to or incurred (or to be incurred) by or on behalf of the Administrative Agent or the Lenders.

15.13. Counterparts.

This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Loan Documents maintained by the Lenders shall deemed to be originals.

15.14. Successors and Assigns.

This Agreement shall be binding upon Borrowers, the Lenders and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of Borrowers, the Lenders and the Administrative Agent and the successors and assigns of the Lenders and the Administrative Agent. No other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in

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connection with, this Agreement or any of the other Loan Documents. Borrowers may not assign or transfer any of their rights or Obligations under this Agreement without the prior written consent of the Administrative Agent and each Lender.

15.15. Captions.

Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.

15.16. Customer Identification — USA Patriot Act Notice.

Each Lender and LaSalle (for itself and not on behalf of any other party) hereby notifies the Loan Parties that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or LaSalle, as applicable, to identify the Loan Parties in accordance with the Act.

15.17. INDEMNIFICATION BY BORROWERS.

IN CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE ADMINISTRATIVE AGENT AND THE LENDERS AND THE AGREEMENT TO EXTEND THE COMMITMENTS PROVIDED HEREUNDER, BORROWERS HEREBY, JOINTLY AND SEVERALLY, AGREE TO INDEMNIFY, EXONERATE AND HOLD THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF THE ADMINISTRATIVE AGENT AND EACH LENDER (EACH A “LENDER PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING ATTORNEY COSTS (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), INCURRED BY THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF CAPITAL SECURITIES, PURCHASE OF ASSETS (INCLUDING THE RELATED TRANSACTIONS) OR OTHER SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY, (C) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY OR THE OPERATIONS CONDUCTED THEREON, (D) THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY LOAN PARTY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES

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OR (E) THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE LENDER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, BORROWERS HEREBY, JOINTLY AND SEVERALLY, AGREE TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 15.17 SHALL SURVIVE REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, EXPIRATION OR TERMINATION OF THE LETTERS OF CREDIT, ANY FORECLOSURE UNDER, OR ANY MODIFICATION, RELEASE OR DISCHARGE OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS AGREEMENT.

15.18. Nonliability of Lenders.

The relationship between Borrowers on the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Loan Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent nor any Lender undertakes any responsibility to any Loan Party to review or inform any Loan Party of any matter in connection with any phase of any Loan Party’s business or operations. Borrowers agree, on behalf of themselves and each other Loan Party, that neither the Administrative Agent nor any Lender shall have liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. NO LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND BORROWERS ON BEHALF OF THEMSELVES AND EACH OTHER LOAN PARTY, HEREBY WAIVE, RELEASE AND AGREE NOT TO SUE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO

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THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Borrowers acknowledge that they have been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party. No joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Loan Parties and the Lenders

15.19. FORUM SELECTION AND CONSENT TO JURISDICTION.

ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. BORROWERS FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. BORROWERS HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

15.20. WAIVER OF JURY TRIAL.

EACH OF BORROWERS, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

[signature pages follow]

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The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above.


	ROADRUNNER DAWES FREIGHT SYSTEMS, INC.
	By:	/s/ Daniel Moorse
		Title: VP


	SARGENT TRUCKING, INC.
	By:	/s/ Daniel Moorse
		Title: VP


	BIG ROCK TRANSPORTATION, INC.
	By:	/s/ Daniel Moorse
		Title: VP


	MIDWEST CARRIERS, INC.
	By:	/s/ Daniel Moorse
		Title: VP


	SMITH TRUCK BROKERS, INC.
	By:	/s/ Daniel Moorse
		Title: VP


	B&J TRANSPORTATION, INC.
	By:	/s/ Daniel Moorse
		Title: VP


	LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, as Issuing Lender and as a Lender
	By:	/s/ Kathleen Ross
		Title: Senior Vice President


	DE MEER MIDDLE MARKET CLO 2006-1, LTD., as a Lender
	By:	DE MEER ASSET MANAGEMENT, a division of LaSalle Financial Services Inc., as Collateral Manager


	By:	/s/ Authorized Signatory
		Title: Senior Vice President


	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	By:	/s/ Robert A. Rosati
		Title: Senior Vice President
		Robert A. Rosati

	M&I MARSHALL & ILSLEY BANK, as a Lender
	By:	/s/ Authorized Signatory
		Title: Vice President

	By:	/s/ Vic Kearney
		Title: Vice President

Exhibit 10.2

AMENDED AND RESTATED
NOTES PURCHASE AGREEMENT

Dated as of March 14, 2007

Among

SARGENT TRUCKING, INC.,
BIG ROCK TRANSPORTATION, INC.,
MIDWEST CARRIERS, INC.,
SMITH TRUCK BROKERS, INC.,
B&J TRANSPORTATION, INC.,
and
ROADRUNNER DAWES FREIGHT SYSTEMS, INC.
as Issuers of the Notes,

ROADRUNNER DAWES, INC.
and
SARGENT TRANSPORTATION, LLC
as Guarantors of the Issuers,

and

THE PURCHASERS LISTED HEREIN

SENIOR SUBORDINATED NOTES DUE AUGUST 31, 2012

TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS			2
	1.1.	Certain Defined Terms	2
	1.2.	Accounting Terms	2

ARTICLE 2 PURCHASE AND SALE OF THE NOTES			3
	2.1.	Purchase and Sale of the Notes	3
	2.2.	Purchase Price for Notes; Allocation of Purchase Price	3
	2.3.	The Closing	3
	2.4.	Payment of Purchase Price	3
	2.5.	Payment of Fee	3
	2.6.	Use of Proceeds	3

ARTICLE 3 TERMS OF THE NOTES			4
	3.1.	Interest on the Notes	4
	3.2.	Payment of Notes	5
	3.3.	Prepayment Procedures	8
	3.4.	Taxes	9
	3.5.	Manner and Time of Payment	10
	3.6.	Note Obligations Joint and Several	11

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASERS			11
	4.1.	Legal Capacity; Due Authorization	11
	4.2.	Restrictions on Transfer	11
	4.3.	Accredited Investor, etc.	12
	4.4.	Brokerage Fees, etc.	12
	4.5.	No Advertisement	12

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE ISSUERS			12
	5.1.	Organization	12
	5.2.	Capitalization	12
	5.3.	Authorization; No Conflict	13
	5.4.	Validity and Binding Nature	13
	5.5.	Valid Issuance of the Notes	13

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	5.6.	Financial Condition	13
	5.7.	Consents	14
	5.8.	No Material Adverse Change	14
	5.9.	Litigation and Contingent Obligations	14
	5.10.	Ownership of Properties; Liens	14
	5.11.	Pension Plans	14
	5.12.	Investment Issuers Act	15
	5.13.	Public Utility Holding Issuers Act	15
	5.14.	Regulation U	15
	5.15.	Taxes	15
	5.16.	Solvency	16
	5.17.	Environmental Matters	16
	5.18.	Insurance	16
	5.19.	Real Property	17
	5.20.	Information	17
	5.21.	Intellectual Property	17
	5.22.	Burdensome Obligations	17
	5.23.	Labor Matters	17
	5.24.	No Default	17
	5.25.	Related Agreements	17

ARTICLE 6 CLOSING CONDITIONS			18
	6.1.	Representations and Warranties; No Default	18
	6.2.	Documents Satisfactory; Transactions Consummated	19
	6.3.	Delivery of Documents	19
	6.4.	Due Diligence	20
	6.5.	Corporate/Capital Structure	20
	6.6.	Authorizations, Consents and Approvals	21
	6.7.	Audited Financial Statements	21
	6.8.	Litigation	21
	6.9.	Other Fees and Expenses	21
	6.10.	No Violation of Regulations T, U or X	21
	6.11.	Existing Indebtedness	21

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	6.12.	Consummation of the Merger Resulting in Parent	21

ARTICLE 7 NOTE AFFIRMATIVE COVENANTS			22
	7.1.	Payment of Obligations	22
	7.2.	Financial Statements	22
	7.3.	Certificates; Other Information	23
	7.4.	Notices	24
	7.5.	Preservation of Corporate Existence, Etc.	26
	7.6.	Maintenance of Property	26
	7.7.	Insurance	27
	7.8.	Payment of Obligations	27
	7.9.	Compliance with Laws	28
	7.10.	Inspection of Property and Books and Records	28
	7.11.	Use of Proceeds	28
	7.12.	Solvency	29
	7.13.	Further Assurances	29

ARTICLE 8 NOTE NEGATIVE COVENANTS			29
	8.1.	Limitation on Liens	29
	8.2.	Disposition of Assets	31
	8.3.	Consolidations and Mergers	32
	8.4.	Loans and Investments	32
	8.5.	Limitation on Indebtedness	34
	8.6.	Transactions with Affiliates	35
	8.7.	Management Fees and Compensation	36
	8.8.	Use of Proceeds	36
	8.9.	Contingent Obligations	36
	8.10.	Business Activities; Issuance of Equity; Subsidiaries	37
	8.11.	Compliance with ERISA	37
	8.12.	Restricted Payments	38
	8.13.	Change in Business	39
	8.14.	Change in Structure	39
	8.15.	Accounting Changes	39
	8.16.	No Negative Pledges	39

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	8.17.	OFAC	40
	8.18.	Limitation on Activities of Parent	40
	8.19.	Antilayering	40
	8.20.	Amendment of Material Documents	40
	8.21.	Observer Rights	40
	8.22.	Fiscal Year	41
	8.23.	Unconditional Purchase Obligations	41
	8.24.	Additional Covenants	41

ARTICLE 9 NOTE FINANCIAL COVENANTS			41
	9.1.	Leverage Ratio	41
	9.2.	Fixed Charge Coverage Ratio	42

ARTICLE 10 EVENTS OF DEFAULT			43
	10.1.	Payment Default	43
	10.2.	Default Under Senior Indebtedness	43
	10.3.	Default Under Other Indebtedness	43
	10.4.	Certain Covenants	44
	10.5.	Other Defaults	44
	10.6.	Breach of Representations or Warranties	44
	10.7.	Involuntary Bankruptcy, Appointment of Receiver, etc.	44
	10.8.	Voluntary Bankruptcy, Appointment of Receiver, etc.	44
	10.9.	Judgments and Attachments	45

ARTICLE 11 GUARANTEE			45
	11.1.	Guarantee of Note Obligations	45
	11.2.	Continuing Obligation	46
	11.3.	Waivers with Respect to Note Obligations	46
	11.4.	Noteholders’ Power to Waive, etc.	47
	11.5.	Information Regarding the Issuers, etc.	48
	11.6.	Certain Guarantor Representations	48
	11.7.	Subrogation	49
	11.8.	Subordination	49
	11.9.	Contribution Among Guarantors	50

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ARTICLE 12 RESTRICTIONS ON TRANSFER; LEGENDS			50
	12.1.	Assignments	50
	12.2.	Restrictive Notes Legend	52
	12.3.	Termination of Restrictions	52
	12.4.	Other Note Legends	52

ARTICLE 13 MISCELLANEOUS			53
	13.1.	Expenses	53
	13.2.	Indemnity	54
	13.3.	Right of First Offer	55
	13.4.	Amendments and Waivers	55
	13.5.	Independence of Covenants	55
	13.6.	Notices	55
	13.7.	Survival of Warranties and Certain Agreements	57
	13.8.	Failure or Indulgence Not Waiver; Remedies Cumulative	57
	13.9.	Severability	57
	13.10.	Heading	58
	13.11.	Applicable Law	58
	13.12.	Successors and Assigns; Subsequent Holders	58
	13.13.	Consent to Jurisdiction and Service of Process	58
	13.14.	Waiver of Jury Trial	58
	13.15.	Counterparts; Effectiveness	59
	13.16.	Confidentiality	59
	13.17.	Entirety	59

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AMENDED AND RESTATED
NOTES PURCHASE AGREEMENT

This AMENDED AND RESTATED NOTES PURCHASE AGREEMENT is dated as of March 14, 2007 by and among Roadrunner Dawes Freight Systems, Inc., a Delaware corporation (“ Roadrunner ”), Sargent Trucking, Inc., a Maine corporation (“ Sargent Truck ”), Big Rock Transportation, Inc., an Indiana corporation (“ Big Rock ”), Midwest Carriers, Inc., an Indiana corporation (“ Midwest ”), Smith Truck Brokers, Inc., a Maine corporation (“ Smith Truck ”) and B&J Transportation, Inc., a Maine corporation (“ B&J ”; Sargent Truck, Big Rock, Midwest, Smith Truck and B&J each a “ Sargent Company ” and collectively the “ Sargent Companies ”; the Sargent Companies and Roadrunner each an “ Issuer ” and collectively the “ Issuers ”), Sargent Transportation, LLC, a Delaware limited liability company (“ Sargent LLC ”), Roadrunner Dawes, Inc., a Delaware corporation, (“ Parent ” and together with Sargent LLC, the “ Guarantors ”) and each person listed as a purchaser on Schedule I attached hereto (the “ Purchasers ”).

RECITALS

WHEREAS, prior to the execution of this Agreement, Sargent LLC was a wholly-owned subsidiary of Parent;

WHEREAS, prior to the execution of this Agreement, Sargent LLC merged with and into Sargent Transporation Group, Inc., a Delaware corporation and sole direct shareholder of each of the Sargent Companies (“ Sargent Inc. ”), with Sargent LLC being the surviving entity of such merger (the “ Merger ”);

WHEREAS, the Merger was consummated pursuant to an Agreement and Plan of Merger dated as of March 14, 2007 among Parent, Sargent Inc. and Sargent LLC (the “ Merger Agreement ”)

WHEREAS, the Parent, Sargent LLC and Roadrunner desire to refinance certain existing subordinated indebtedness of Roadrunner to the Purchasers by issuing and selling to the Purchasers, and the Purchasers have agreed to purchase pursuant to this Agreement, Senior Subordinated Notes of the Issuers due August 31, 2012 (the “ Notes ”) in the aggregate principal amount of $36,442,156.79, in the form attached hereto as Exhibit A ;

WHEREAS, after the Merger, the Parent owns all the outstanding common stock of Roadrunner and is the sole member of Sargent LLC;

WHEREAS, the Guarantors have agreed to guarantee the Note Obligations on the terms and conditions specified hereunder;

WHEREAS, contemporaneously with the Merger and this Agreement, the Issuers are entering into a Second Amended and Restated Credit Agreement of even date herewith (as amended, modified or supplemented from time to time, the “ Senior Credit Agreement ”), by and among the Issuers, LaSalle Bank, N.A., for itself as a lender and as agent for all of the lenders (the “ Agent ”);

WHEREAS, the Purchasers and the Agent will enter into a subordination agreement (as amended, modified or supplemented from time to time, the “ Subordination Agreement ”), in substantially the form of Exhibit B ;

WHEREAS, contemporaneously with this Agreement, the Purchasers will enter into a Sargent Earn-out Subordination Agreement with each of Bruce Sargent and Michael Tweedie;

WHEREAS, contemporaneously with this Agreement, the Parent, the Purchasers and certain other stockholders of the Parent are entering into an amended and restated stockholders agreement of even date herewith (as amended, modified or supplemented from time to time, the “ Stockholders Agreement ”), in substantially the form of Exhibit C ; and

WHEREAS, the purchase and sale of the Notes to be acquired by the Purchasers will occur at a closing (the “ Closing ”) to be held on March 14, 2007, at 10:00 a.m. (Chicago time) or at such other date, time and/or location as may be agreed upon by the parties hereto, subject to the terms and conditions hereof, including, without limitation, the simultaneous execution of the Senior Credit Agreement, the Subordination Agreement and the Stockholders Agreement.

AGREEMENT

In consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1
DEFINITIONS

1.1. Certain Defined Terms . Capitalized terms used in this Agreement shall have the meanings set forth in Appendix I hereto. Except as otherwise explicitly specified to the contrary or unless the context clearly requires otherwise, (a) the capitalized term “Section” refers to Sections of this Agreement, (b) the capitalized term “Exhibit” refers to exhibits to this Agreement, (c) references to a particular Section include all subsections thereof, (d) the word “including” shall be construed as “including without limitation”, (e) references to a particular statute or regulation include all rules and regulations thereunder and any successor statute, regulation or rules, in each case as from time to time in effect, (f) references to a particular Person include such Person’s successors and assigns to the extent not prohibited by this Agreement and (g) references to “Dollars” or “$” mean United States Funds. References to “the date hereof” mean the date first set forth above.

1.2. Accounting Terms . Unless the context otherwise clearly requires, all accounting terms not specifically defined herein shall be construed, all accounting determinations hereunder shall be made and all financial computations required to be delivered pursuant hereto shall be prepared, in accordance with GAAP consistent with the method used in compiling the audited financial statements presented to the Purchasers as of the date hereof. If any change in GAAP following the day hereof results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement, then the Issuers and the Required Security Holders agree to amend such provisions of this Agreement so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluating the Issuers’ financial

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condition shall be the same after such change in GAAP as if such change had not been made, provided that, notwithstanding any other provision of this Agreement, the Required Security Holders’ agreement to any amendment of such provisions shall be sufficient to bind all Noteholders; and, provided further, until such time as the financial covenants and the related provisions of this Agreement have been amended in accordance with the provisions of this Section 1.2, the calculations of financial covenants and the interpretation of any related provisions shall be calculated and interpreted in accordance with GAAP as in effect immediately prior to such change in GAAP.

ARTICLE 2
PURCHASE AND SALE OF THE NOTES

2.1. Purchase and Sale of the Notes . Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, the Issuers hereby agree to sell to each Purchaser, and by its acceptance hereof, each such Purchaser agrees to purchase from the Issuers for investment, at the Closing, the principal amount of Notes set forth opposite the name of such Purchaser on Schedule I hereto for the aggregate purchase price set forth thereon.

2.2. Purchase Price for Notes; Allocation of Purchase Price . The Issuers and the Purchasers agree that the original purchase price of each of the Notes shall be the face amount thereof and that such amount shall be appropriately used by the Issuers and each Purchaser for financial and income tax reporting purposes.

2.3. The Closing . The purchase and sale of the Notes to be acquired by the Purchasers shall be contemporaneous with the execution of the Senior Credit Agreement.

2.4. Payment of Purchase Price . At the Closing, against surrender to the Issuers by the Purchasers of the Existing Notes, the Issuers will deliver the Notes registered in the names of the Purchasers in accordance with Schedule I; provided that, with respect to the Closing, it shall be a condition precedent to the obligations of each Purchaser to consummate the purchase and sale of the Notes hereunder that the purchase price for all of the Notes to be purchased at the Closing shall be fully funded by the respective Purchasers.

2.5. Payment of Fee . At the Closing, the Issuers shall pay each of the Purchasers such Purchaser’s pro-rata share of a closing fee of $90,650.

2.6. Use of Proceeds . The proceeds of the sale by the Issuers of the Notes hereunder shall be used solely to retire the Existing Notes. No portion of the proceeds of the sale of the Notes hereunder shall be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any “margin stock” within the meaning of any regulation, interpretation or ruling of the Board of Governors of the Federal Reserve System, all as from time to time in effect, refunding of any indebtedness incurred for such purpose, or making any investment prohibited by foreign trade regulations. Without limiting the foregoing, the Issuers agree that in no event shall any proceeds of the sale of the Notes hereunder be used in any manner which might cause the Notes or the application of such proceeds to violate any of Regulations T, U or X of the Board of Governors of the Federal Reserve System or any other

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regulation of the Board of Governors of the Federal Reserve System, or to violate the Exchange Act, each as in effect as of the Closing and as of such use of proceeds.

ARTICLE 3
TERMS OF THE NOTES

3.1. Interest on the Notes . From and including the Closing Date, the Notes shall bear interest at a rate equal to the Applicable Rate per annum on the unpaid principal amount thereof. After and during the continuance of any Event of Default, at the election of the Required Security Holders evidenced by written notice to the Issuers (and automatically without notice in the case of an Event of Default under Sections 10.7 and 10.8), the Notes shall bear interest at the rate then in effect plus 2% per annum , including, in the event of a payment default, on any overdue principal (including any overdue prepayment of principal, at the prepayment price specified for such prepayment, and any principal due upon acceleration) and on any overdue installment of interest (to the extent permitted by applicable law).

3.1.1. Interest on the Notes shall be payable in cash on the first calendar day of each of April, July, October and January, or if such calendar day is not a Business Day, on the next succeeding Business Day, commencing on April 1, 2007; provided , that (subject to Section 3.1.4) the Issuers may pay a portion of the interest not to exceed the PIK Percentage per annum by capitalizing on the applicable interest payment date such portion of such interest (all such accrued interest capitalized from time to time is referred to herein as “ Capitalized Interest ”) and by adding such Capitalized Interest to the principal amount of the applicable Note; provided , that any such payment of interest through capitalizing it shall be effected on a pro rata basis with respect to all Notes.

3.1.2. Capitalized Interest on any Note shall be deemed for all purposes to be principal of such Note (including with respect to the calculation of any prepayment premium and with respect to the accrual of interest on any Capitalized Interest amounts), whether or not such Note is marked to indicate the addition of such Capitalized Interest, and interest shall begin to accrue on Capitalized Interest beginning on and including the interest payment date on which such Capitalized Interest is added to the principal amount of the related Note (including Capitalized Interest), and such interest shall accrue and be paid, together with the interest on the entire remaining principal amount of such Note, in accordance with this Section 3.1.

3.1.3. Notwithstanding anything to the contrary in this Agreement, if the aggregate amount of accrued and unpaid interest (including Capitalized Interest) and all accrued and unpaid original issue discount on any interest payment date following the fifth anniversary of the issuance of the Notes (the first such date being March 31, 2012) would, but for this provision, exceed an amount equal to the product of:

3.1.3.1. the issue price (as defined in sections 1273(b) and 1274(a) of the Code) of the Notes; and

3.1.3.2. the yield to maturity (interpreted in accordance with section 163(i) of the Code) of the Notes (such product, the “ Maximum Accrual ”),

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then all accrued and unpaid interest (including Capitalized Interest) and accrued and unpaid original issue discount on the Notes in excess of an amount equal to the Maximum Accrual shall be paid in cash by the Issuers on each such interest payment date.

3.1.4. Interest on the Notes shall be computed on the basis of a 365-day year. In computing such interest, the date or dates of the making of the Notes shall be included and the date of payment shall be excluded. Interest shall be paid by wire transfer or other same day funds to the respective account designated in writing for each Noteholder on Schedule III hereto (or such other account or address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party).

3.1.5. Default interest which is not payable pursuant to the provisions of the Subordination Agreement or otherwise shall accrue and be capitalized in the manner of Capitalized Interest.

3.2. Payment of Notes .

3.2.1. Scheduled Payments . All outstanding principal and all accrued interest (including Capitalized Interest) then outstanding, and all other amounts then owing hereunder with respect to the Notes shall be paid in full in cash on the Maturity Date.

3.2.2. Voluntary Prepayments . The Notes may be prepaid at the Issuers’ option, at any time, and from time to time, in whole or in part (in a minimum amount of $500,000 and in integral multiples of $100,000, or such lesser amount as is then outstanding), on five Business Days’ prior notice to the Noteholders; provided , that any such voluntary prepayment of the Notes shall include the Applicable Premium on the amount so prepaid; provided , however , if the Notes are prepaid from proceeds of an IPO, the Applicable Premium shall be waived.

3.2.3. Prepayments upon a Change of Control .

3.2.3.1. Upon any Change of Control, the Noteholders shall have the right to require the Issuers to prepay in whole, all of the Notes then outstanding, together with accrued interest thereon and the Applicable Premium on the amount so prepaid; provided , however , if the Notes are prepaid from proceeds of the Change of Control, the Applicable Premium shall be waived. Such prepayment of the Notes shall be made in accordance with Section 3.3.

3.2.3.2. Not later than (i) ten Business Days prior to any Change of Control resulting from the issuance or sale by the Parent or any Subsidiary of the Parent of any equity interest or any other Change of Control of which the Parent or any Subsidiary of the Parent has prior knowledge or (ii) ten Business Days following any other Change of Control, the Issuers shall deliver to the Noteholders a written notice of such Change of Control (a “ Change of Control Notice ”). The Noteholders shall have ten Business Days from the date of delivery of the Change of Control Notice to exercise their right to require the Issuers to prepay all of the Notes pursuant to Section 3.3 at a purchase price equal to the

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principal amount of such Notes (including any principal on account of Capitalized Interest) plus the Applicable Premium thereon (except as pursuant to Section 3.2.3.1 above) by delivering a notice to the Issuers to that effect (the “ Change of Control Repurchase Notice ”). Any purchase of Notes pursuant to this Section 3.2.3 shall be effected on or prior to the later of (x) the occurrence of the Change of Control or (y) five Business Days following delivery of the Change of Control Repurchase Notice.

3.2.3.3. Notwithstanding the foregoing, the prepayment price shall be the lower of (a) 101% of the principal amount of the Notes (including any principal on account of Capitalized Interest) or (b) the sum of (x) the principal amount of the Notes (including any principal on account of Capitalized Interest) plus (y) the product of the principal amount of the Notes (including any principal on account of Capitalized Interest) and the Applicable Premium in the event that the Issuers effectuate a business combination, merger or acquisition (other than with an entity that, as of the date of Closing, is affiliated with the Sponsor), so long as (i) the right of first offer in Section 13.3 has been complied with in the case of any subordinated debt financing associated with such transaction (and the Purchasers have received a right of first offer with respect to any subordinated debt financing associated with the initial acquisition by the Sponsor of the Issuers to be combined, merged or acquired or any issuance of subordinated debt following such acquisition), (ii) the Purchasers have been offered the opportunity to provide financing for such acquisition, or to roll over their existing investment in the Notes, on terms and conditions at least as favorable to the Purchasers as the terms of the Notes, including that the amount of such financing is at least as great as the then outstanding principal balance of the Notes, the interest rate and rate of cash interest is at least as great as the Notes and the financial and other covenants are no more lenient than those agreed to in connection with the Notes, (iii) there is no Default or Event of Default pending immediately prior to such transaction, and (iv) the post-transaction issuer continues to be owned and controlled by the Sponsor and is of comparable credit quality, and has comparable projected financial characteristics, to the Issuers.

3.2.4. Other Prepayments .

3.2.4.1. Asset Dispositions . If the Issuers or any of their Subsidiaries shall at any time or from time to time:

	(i)		make a Disposition; or

	(ii)		suffer an Event of Loss;

and the aggregate amount of the Net Proceeds received by the Issuers and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the fiscal year in which such Disposition or Event of Loss has occurred exceeds $100,000, then (A) the Issuers shall promptly notify the Noteholders of such proposed Disposition or Event of

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Loss (including the amount of the estimated Net Proceeds to be received by the Issuers and any of their Subsidiaries in respect thereof) and (B) promptly upon receipt by the Issuers and/or any of their Subsidiaries of the Net Proceeds of such Disposition or Event of Loss, the Issuers shall make an offer to use such Net Proceeds, to the extent the Net Proceeds are not paid to reduce obligations under the Senior Credit Agreement within 180 days of such Disposition or Event of Loss, to purchase a principal amount of Notes such that the Net Proceeds equal the principal amount of the Notes plus the Applicable Premium thereon. The Noteholders shall have not less than 30 days to accept any offer pursuant to this Section 3.2.4, and, within two Business Days after the expiration of such 30 day period (or, if earlier, the date on which all Noteholders shall have responded to the offer), the Issuers shall apply all of such Net Proceeds to the pro rata purchase of Notes of any accepting Noteholders. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent the Issuers reinvests the Net Proceeds of such Disposition or Event of Loss, or a portion thereof, in productive assets of a kind then used or usable in the business of the Issuers, within one hundred eighty (180) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment. Pending such reinvestment, the Net Proceeds shall either (i) be delivered to the Agent under the Senior Credit Agreement, for distribution to the lenders under the Senior Credit Agreement, as a prepayment of the revolving loans under the Senior Credit Agreement, but not as a permanent reduction of the revolving loan commitment thereunder or (ii) be retained by the Issuers and deposited in a deposit account of the Issuers, and such Net Proceeds shall remain on deposit therein until such reinvestment or otherwise applied as a prepayment to the obligations under the Senior Credit Agreement or otherwise applied under the terms of this Section 3.2.

3.2.4.2. Issuance of Notes . Immediately upon the receipt by the Parent, the Issuers or any of their Subsidiaries of the Net Issuance Proceeds of the issuance of equity securities or debt securities (other than Net Issuance Proceeds from the issuance of (i) debt securities in respect of Indebtedness permitted hereunder and (ii) Excluded Issuances), the Issuers shall make an offer to use such Net Issuance Proceeds, to the extent the Net Issuance Proceeds are not paid to reduce obligations under the Senior Credit Agreement, to purchase a principal amount of Notes such that the Net Issuance Proceeds equal the principal amount of the Notes plus the Applicable Premium thereon. The Noteholders shall have not less than 30 days to accept any offer pursuant to this Section 3.2.4.2, and, within two Business Days after the expiration of such 30 day period (or, if earlier, the date on which all Noteholders shall have responded to the offer), the Issuers shall apply all of such Net Issuance Proceeds to the pro rata purchase of Notes of any accepting Noteholders.

3.2.4.3. Excess Cash Flow . The Issuers shall deliver to the Noteholders a written calculation of Excess Cash Flow of the Issuers in the form of Exhibit D and certified as correct on behalf of the Issuers by a Responsible Officer, (i)

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commencing with the fiscal year ending December 31, 2007 until the repayment in full in cash of all Obligations under the Senior Credit Agreement and the termination of all commitments thereunder, promptly upon the request of the Noteholders and (ii) for the time commencing with the expiration of the period described in subclause (i) above, within five (5) days after the annual financial statements are required to be delivered pursuant to Section 7.2 hereof. After the repayment in full in cash of all Obligations under the Senior Credit Agreement and the termination of all commitments thereunder, promptly, and in any event not more than ten (10) Business Days following delivery of the calculation of Excess Cash Flow provided for in the preceding sentence, the Issuers shall make an offer to use, if the Leverage Ratio, determined as of the last day of such fiscal year is equal to or greater than 2.50 to 1.00, 50% of such Excess Cash Flow less any voluntary prepayments during such fiscal year of the Notes, to purchase a principal amount of Notes such that such amount of Excess Cash Flow less such voluntary prepayments equals the principal amount of such Notes plus the Applicable Premium thereon. If the Leverage Ratio, determined as of the last day of such fiscal year, is less than 2.50 to 1.00, then no prepayment shall be due. The Noteholders shall have not less than 30 days to accept any offer pursuant to this Section 3, and, within two Business Days after the expiration of such 30 day period (or, if earlier, the date on which all Noteholders shall have responded to the offer), the Issuers shall apply all of such amount to the pro rata purchase of Notes of any accepting Noteholders.

3.2.5. Subordination Agreement . This Section 3.2 is subject to the terms and conditions set forth in the Subordination Agreement.

3.3. Prepayment Procedures .

3.3.1. If fewer than all of the Notes are to be paid or prepaid, the Issuers shall pay or prepay the Notes on a pro rata basis and, in the event of an offer to prepay a portion of the Notes in whole or in part, the Issuers shall pay or prepay the Notes pro rata to those parties tendering in response to such offer (i.e., pro rata among holders thereof).

3.3.2. Upon surrender of a Note that is paid or prepaid in part, the Issuers shall promptly execute and deliver to the holder (at the Issuers’ expense) a new Note equal in principal amount to the unpaid portion of the Note surrendered.

3.3.3. Each Purchaser agrees that before disposing of the Note held by it, or any part thereof (other than by granting participations therein), such Purchaser will make a notation thereon of all principal payments previously made thereon and of the date to which interest thereon has been paid and will notify the Issuers of the name and address of the transferee of that Note; provided , that the failure to make (or any error in the making of) a notation of the payments made under such Note or to notify the Issuers of the name and address of a transferee shall not limit or otherwise affect the obligation of the Issuers hereunder or under such Note.

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3.3.4. All payments or prepayments (whether voluntary or mandatory) shall include the payment of accrued and unpaid interest to, but not including, the date of such prepayment on the principal amount of the Notes so prepaid, in each case, by wire transfer or other same day funds to the respective account designated in writing by each Noteholder on Schedule III hereto (or such other account or address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party).

3.4. Taxes .

3.4.1. Subject to Section 3.4.4, any and all payments by the Issuers hereunder or with respect to any Note shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interest and all other liabilities with respect thereto in any such case imposed by the United States or any political subdivision thereof, excluding taxes imposed or based on the recipient Purchaser’s overall net income, and franchise or capital taxes imposed on it in lieu of net income taxes by the jurisdiction under the laws of which any of them is organized or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and other liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “ Taxes ”). If the Issuers shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Purchaser, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.4) such Purchaser receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Issuers shall make such deductions and (iii) the Issuers shall remit the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Within 30 days after the date of any payment of Taxes, the Issuers shall furnish to such Purchaser the original or certified copy of a receipt evidencing payment thereof.

3.4.2. In addition, the Issuers agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement or the Notes (hereinafter referred to as “ Other Taxes ”).

3.4.3. Each Purchaser of Notes organized under the laws of a jurisdiction outside the United States, prior to its receipt of the first payment on the Notes, shall provide the Issuers with (i) Internal Revenue Service Form W-8ECI, W-8BEN, W-8EXP or W-8IMY, as appropriate, or any other applicable Internal Revenue Service Form W-8 or successor form prescribed by the Internal Revenue Service, certifying that such Purchaser is entitled to exemption from United States withholding tax on payments of interest and (ii) any other form or certificate required by any taxing authority (including any certificate required by Sections 871(h) and 881(c) of the Code), certifying that such Purchaser is entitled to an exemption from United States withholding tax on interest payments made pursuant to this Agreement.

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3.4.4. For any period with respect to which a Purchaser has failed to provide the Issuers with the appropriate form pursuant to Section 3.4.3, such Purchaser shall not be entitled to any additional amounts or indemnification under this Section 3.4 with respect to Taxes imposed by the United States to the extent that the obligation to pay such additional amounts would not have arisen but for the failure of such Purchasers to comply with this Section 3.4; provided , however , that should a Purchaser which is otherwise exempt from Taxes become subject to Taxes because of its failure to deliver a form required hereunder, the Issuers shall take such steps as such Purchaser shall reasonably request to assist such Purchaser to recover such Taxes.

3.4.5. The Issuers will indemnify each Purchaser for the full amount of Taxes or Other Taxes as provided in Sections 3.4.1 and 3.4.2 (to the extent not previously paid under Section 3.4.1 or 3.4.2 above) imposed on such Purchaser and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payment in respect of any such indemnification shall be made within 30 days from the date such Purchaser makes written demand therefor.

3.4.6. In the event that the Issuers makes an additional payment under Section 3.4.1, 3.4.2 or 3.4.5 for the account of any Purchaser and such Purchaser, in its sole opinion and absolute discretion, determines that it has finally and irrevocably received a refund of any tax paid or payable by it in respect of or calculated with reference to the deduction or withholding giving rise to such additional payment, such Purchaser shall, to the extent that it determines that it can do so without prejudice to the retention of the amount of such refund, pay to the Issuers such amount as such Purchaser shall, in its sole opinion, have determined is attributable to such deduction or withholding and will leave such Purchaser (after such payment) in no worse position than it would have been had the Issuers not been required to make such deduction or withholding. Nothing contained herein shall (i) interfere with the right of a Purchaser to arrange its tax affairs in whatever manner it thinks fit or (ii) oblige any Purchaser to claim any tax refund or to disclose any information relating to its tax affairs or any computations in respect thereof or (iii) require any Purchaser to take or refrain from taking any action that would prejudice its ability to benefit from any other refunds to which it may be entitled.

3.4.7. Without prejudice to the survival of any other agreement hereunder, the agreements and obligations contained in this Section 3.4 shall survive the payment in full of principal and interest under the Notes.

3.5. Manner and Time of Payment .

3.5.1. All payments under the Notes of principal, interest, premiums and fees hereunder shall be made without defense, set off or counterclaim, in same day funds and delivered to the Noteholders not later than 2:00 p.m. (Boston time) on the date such payment is due, with such payment to be made in the same manner as that provided for payment of interest under Section 3.1; provided that funds received by such holders after 2:00 p.m. (Boston time) shall be deemed to have been paid on the next succeeding Business Day.

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3.5.2. Whenever any cash payment to be made hereunder or under the Notes shall be stated to be due on a day which is not a Business Day, the cash payment shall be made on the next succeeding Business Day and such additional period shall be included in the computation of the payment of interest hereunder or under the Notes.

3.6. Note Obligations Joint and Several . The Sargent Companies and Roadrunner are referred to collectively in this Agreement as the Issuers. For the avoidance of doubt, the Note Obligations are joint and several among the Sargent Companies and Roadrunner. Each of the Sargent Companies and Roadrunner acknowledges that it is jointly and severally liable for all of the Note Obligations, and as a result hereby unconditionally guaranties the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all indebtedness, liabilities and obligations of every kind and nature related to the Note Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, or due or to become due, and howsoever owned, held or acquired by Purchasers.

The Issuers hereby unconditionally waive (i) any rights to presentment, demand, protest or (except as expressly required hereby) notice of any kind, and (ii) any rights of rescission, setoff, counterclaim or defense to payment under the Notes or otherwise that the Issuers may have or claim against any Purchaser.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PURCHASERS

In order to induce the Issuers to enter into this Agreement, each Purchaser individually (but not on behalf of any other Purchaser) represents, warrants and agrees for the benefit of the Issuers that:

4.1. Legal Capacity; Due Authorization . Such Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and that this Agreement has been duly executed and delivered by such Purchaser and is the legal, valid and binding obligation of such Purchaser enforceable against it in accordance with the terms hereof.

4.2. Restrictions on Transfer . Such Purchaser has been advised that the Notes have not been registered under the Securities Act or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available, and that the Notes may have to be held by such Purchaser for an indefinite period of time. Such Purchaser is aware that, except as provided in the Shareholders’ Agreement, no Issuer is under any obligation to effect any such registration with respect to the Notes or to file for or comply with any exemption from registration. Such Purchaser is purchasing the Notes to be acquired by such Purchaser hereunder for its own account and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act; provided , however , that except as provided in ARTICLE 12 of this Agreement, the disposition of such Purchaser’s property shall at all times be and remain in its control and sole discretion.

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4.3. Accredited Investor, etc . Such Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and to bear the economic risk of such investment for an indefinite period of time. Such Purchaser (i) is an “accredited investor” as that term is defined in Regulation D under the Securities Act and (ii) has been represented by counsel in the purchase of the Notes to be purchased by it and is aware of the limitations of state and federal securities laws with respect to the disposition of the Notes. Such Purchaser acknowledges that such Purchaser has had an opportunity to examine the financial and business affairs of the Parent and its Subsidiaries and an opportunity to ask questions of and receive answers from the Parent’s and its Subsidiaries’ management.

4.4. Brokerage Fees, etc . Each Purchaser represents and warrants to each other party to this Agreement that, no broker’s, finder’s or placement fee or commission will be payable to any Person alleged to have been retained by such representing and warranting party with respect to any of the transactions contemplated by this Agreement. Each Purchaser hereby indemnifies each such other party against and agrees that it will hold each such party harmless from any claim, demand or liability, including reasonable attorneys’ fees, for any broker’s, finder’s or placement fee or commission alleged to have been incurred by such indemnifying party.

4.5. No Advertisement . There has been no advertisement by such Purchaser of the Notes in printed public media, radio, television or telecommunications, including electronic display.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE ISSUERS

In order to induce each Purchaser to enter into this Agreement and to purchase the Notes to be purchased by such Purchaser hereunder, each Issuer and each of their Subsidiaries represents, warrants and agrees for the benefit of each Purchaser that, as of the Closing Date (unless otherwise stated, both before and after giving effect to the issuance of the Notes and the other transactions contemplated hereby or in connection with the foregoing):

5.1. Organization . Each Issuer is validly existing and in good standing under the laws of its jurisdiction of organization; and each Issuer is duly qualified to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect.

5.2. Capitalization . All of the outstanding capital stock of Roadrunner is owned by Parent and Parent is sole member of Sargent LLC. Sargent LLC holds all outstanding capital stock of the Sargent Companies. There will be no other equity of Sargent LLC or Roadrunner or warrants, options or rights to acquire the same (with the exception of the pledge by Parent of the equity of each of Sargent LLC and Roadrunner and the pledge by Sargent LLC of the Sargent Companies related to the Senior Credit Agreement) after giving effect to the Closing. The Parent has no Subsidiaries other than Sargent LLC and Roadrunner and has no equity investments in any Person. Sargent LLC and Roadrunner have no Subsidiaries and have no equity investments in any Person other than those listed on Schedule 5.2.

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5.3. Authorization; No Conflict. All requisite corporate action on the part of each Issuer and each of their officers, directors or partners necessary for the authorization, execution and delivery of the Securities Documents to which each is a party, the performance of all obligations of each Issuer under such agreements and the authorization, issuance and delivery of the Notes being sold hereunder, has been taken, and the Securities Documents to which each Issuer is a party constitute valid and legally binding obligations of each such Issuer, as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity, and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of any Issuer or (iii) any agreement or other document, indenture, instrument, or any judgment, order or decree, which is binding upon any Issuer or any of their respective properties, except with respect to this clause (iii), where such conflict could not reasonably be expected to have a Material Adverse Effect or (c) require, or result in, the creation or imposition of any Lien on any asset of any Issuer.

5.4. Validity and Binding Nature. Each of this Agreement and each of the Securities Documents to which any Issuer is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

5.5. Valid Issuance of the Notes . The Notes which are being purchased by the Purchasers hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued and free of restrictions on transfer, other than restrictions imposed under this Agreement, the Subordination Agreement and applicable United States state or federal securities laws. Based in part upon the representations of the Purchasers in this Agreement, the Notes will be issued in compliance with all applicable United States securities laws

5.6. Financial Condition.

5.6.1. The audited consolidated financial statements of Parent and its Subsidiaries and the audited combined financial statements of the Sargent Companies as of December 31, 2005 and the unaudited consolidated financial statements of Parent and its Subsidiaries and Sargent Inc. and its Subsidiaries as of December 31, 2006, copies of each of which have been delivered to the Purchasers, were prepared in accordance with GAAP (subject, in the case of such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present fairly, in all material respects, the financial condition of each of the Sargent Companies, Sargent Inc. and Parent as at such dates and the results of its operations for the periods then ended.

5.6.2. The financial projections for the Parent and the Issuers for the Issuers’ fiscal years ended December 31, 2007 through December 31, 2011 which were previously delivered to the Purchasers were prepared in good faith and are based on reasonable assumptions as to the future performance of the Issuers, it being recognized by

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the Purchasers, however, that projections as to future results are not to be viewed as facts and that the actual results during the periods which are the subject of such projections may differ from the projected results, and that the differences may be material.

5.6.3. The pro forma consolidated balance sheet for Parent, Sargent LLC and Roadrunner as at December 31, 2006, copies of which have been delivered to the Purchasers, present fairly, in all material respects, the pro forma financial condition of the Issuers as at such date.

5.7. Consents . Except (a) as set forth on Schedule 5.7 and (b) for recordings and filings in connection with the Liens granted under the Senior Credit Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority, or any third party in connection with any material agreement to which any Issuer or any Subsidiary of any Issuer is party in order to avoid such material agreement being in default after giving effect to the issuance of the Notes, the execution of the Senior Credit Agreement, the Shareholders’ Agreement and the Subordination Agreement and the consummation of the transactions contemplated hereby and thereby, which has not been obtained is required to be obtained or made by any Issuer or any of their Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement or in order to avoid the occurrence of a default under any such material agreement or a termination right under any such material agreement arising as a result of the consummation of the issuance of the Notes, the execution of the Senior Credit Agreement, the Shareholders’ Agreement and the Subordination Agreement and the consummation of the transactions contemplated hereby and thereby.

5.8. No Material Adverse Change. Since December 31, 2005, there has been no material adverse change in the financial condition, operations, assets, business or properties of the Issuers and Guarantors taken as a whole.

5.9. Litigation and Contingent Obligations. No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Issuers’ knowledge, threatened against any Issuer which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 5.9 . Other than any liability incident to such litigation or proceedings, no Issuer has any material Contingent Obligations not listed on Schedule 5.9 or permitted by Section 8 .

5.10. Ownership of Properties; Liens. Each Issuer owns good and, in the case of real property, marketable title to all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges and claims (including infringement claims with respect to patents, trademarks, service marks, copyrights and the like) except for Permitted Liens as described in Section 8.1 .

5.11. Pension Plans.

5.11.1. The Unfunded Liability of all Pension Plans does not in the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans. Each

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Pension Plan complies in all material respects with all applicable requirements of law and regulations. No contribution failure under Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan has occurred with respect to any Pension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA, or otherwise to have a Material Adverse Effect. There are no pending or, to the knowledge of Issuers, threatened, claims, actions, investigations or lawsuits against any Pension Plan, any fiduciary of any Pension Plan, or any Issuer or other any member of the Controlled Group with respect to a Pension Plan or a Multiemployer Pension Plan which could reasonably be expected to have a Material Adverse Effect. Neither the Issuers nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Pension Plan or Multiemployer Pension Plan which would subject that Person to any material liability. Within the past five years, neither the Issuers nor any other member of the Controlled Group has engaged in a transaction which resulted in a Pension Plan with an Unfunded Liability being transferred out of the Controlled Group, which could reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan, which could reasonably be expected to have a Material Adverse Effect.

5.11.2. All contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by any Issuer or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable law; no Issuer nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal from any such plan; and neither any Issuer nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

5.12. Investment Company Act. No Issuer is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company,” within the meaning of the Investment Company Act of 1940.

5.13. Intentionally Omitted.

5.14. Regulation U. None of the Issuers is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

5.15. Taxes . Each Issuer has timely filed all income, franchise and material tax returns and reports required by law to have been filed by it and has paid all income, franchise and other material taxes and governmental charges due and payable, except any such taxes or charges

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which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. The Issuers have made adequate reserves on their books and records in accordance with GAAP for all taxes that have accrued but which are not yet due and payable. There is no proposed tax assessment against the Issuers or any of its Subsidiaries, either individually or in the aggregate, for a material amount of tax. No Issuer has participated in any transaction that relates to a year of the taxpayer (which is still open under the applicable statute of limitations) which is a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (irrespective of the date when the transaction was entered into).

5.16. Solvency . On the Closing Date, and after giving effect to the issuance of the Notes under this Agreement, with respect to the Issuers and Guarantors taken as a whole, (a) the fair value of their assets is greater than the amount of their liabilities (including disputed, contingent and unliquidated liabilities), (b) the present fair saleable value of their assets is not less than the amount that will be required to pay the probable liability on their debts as they become absolute and matured, (c) they are able to realize upon their assets and pay their debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) they do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay as such debts and liabilities mature and (e) they are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which their property would constitute unreasonably small capital.

5.17. Environmental Matters . The on-going operations of each Issuer comply in all respects with all Environmental Laws, except such non-compliance which could not (if enforced in accordance with applicable law) reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Each Issuer has obtained, and maintained in good standing, all licenses, permits, authorizations, registrations and other approvals required under any Environmental Law and required for their respective ordinary course operations, and for their reasonably anticipated future operations, and each Issuer is in compliance with all terms and conditions thereof, except where the failure to do so could not reasonably be expected to result in material liability to any Issuer and could not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Except as set forth on Schedule 5.17 , no Issuer or any of its properties or operations is subject to, or reasonably anticipates the issuance of, any written order from or agreement with any federal, state or local governmental authority, nor subject to any judicial or docketed administrative or other proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance. There are no Hazardous Substances or other conditions or circumstances existing with respect to any property, arising from operations prior to the Closing Date, or relating to any waste disposal, of any Issuer that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Except as set forth on Schedule 5.17 , no Issuer has any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws or that at any time have released, leaked, disposed of or otherwise discharged Hazardous Substances.

5.18. Insurance . Set forth on Schedule 5.18 is a complete and accurate summary of the property and casualty insurance program of the Issuers as of the Closing Date (including the names of all insurers, policy numbers, expiration dates, amounts and types of coverage, annual premiums, exclusions, deductibles, self-insured retention, and a description in reasonable detail

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of any self-insurance program, retrospective rating plan, fronting arrangement or other risk assumption arrangement involving any Issuer). Each Issuer and its properties are insured with financially sound and reputable insurance companies which are not Affiliates of the Issuers, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Issuers operate.

5.19. Real Property . Set forth on Schedule 5.19 is a complete and accurate list, as of the Closing Date, of (i) the address of all real property leased by any Issuer, and (ii) the address and a legal description of all real property owned by any Issuer.

5.20. Information . The information heretofore or contemporaneously herewith furnished in writing by any Issuer to the Purchasers for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and the written information hereafter furnished by or on behalf of any Issuer to the Purchasers pursuant hereto or in connection herewith will be, true and accurate in all material respects on the date as of which such information is dated or certified, and such information is not and will not be incomplete by omitting to state any material fact necessary to make such information not misleading in light of the circumstances under which made (it being recognized by the Purchasers that any projections and forecasts provided by the Issuers are based on good faith estimates and assumptions believed by the Issuers to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results).

5.21. Intellectual Property . Each Issuer owns and possesses or has a license or other right to use all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights and copyrights as are necessary for the conduct of the businesses of the Issuers, without any infringement upon rights of others which could reasonably be expected to have a Material Adverse Effect.

5.22. Burdensome Obligations . No Issuer is a party to any agreement or contract or subject to any restriction contained in its organizational documents which could reasonably be expected to have a Material Adverse Effect.

5.23. Labor Matters . Except as set forth on Schedule 5.23 , no Issuer is subject to any labor or collective bargaining agreement. There are no existing or threatened strikes, lockouts or other labor disputes involving any Issuer that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of the Issuers are in material compliance with the Fair Labor Standards Act and any other applicable laws, rules or regulations dealing with such matters.

5.24. No Default . No Event of Default exists or would result from the issuance by any Issuer of any Notes hereunder or under any other Securities Document.

5.25. Related Agreements .

5.25.1. The Issuers have heretofore furnished the Purchasers a true and correct copy of the Related Agreements. The merger of Sargent Inc. with and into Sargent LLC

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contemplated by the Merger Agreement was consummated contemporaneously with the Closing, in accordance in all material respects with the terms of the Related Agreements.

5.25.2. Each Issuer and, to the Issuers’ knowledge, each other party to the Related Agreements, duly took all necessary corporate, partnership or other organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby.

5.25.3. The Related Transactions complied in all material respects with all applicable legal requirements, and all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by the Issuers and, to the Issuers’ knowledge, each other party to the Related Agreements in connection with the Related Transactions were duly obtained and are in full force and effect. As of the date of the Related Agreements, all applicable waiting periods with respect to the Related Transactions had expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related Transactions.

5.25.4. Neither the execution and delivery of the Related Agreements, nor the consummation of the Related Transactions, violated any material statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment or decree of any court or governmental body binding on any Issuer or, to the Issuers’ knowledge, any other party to the Related Agreements, or resulted in a breach of, or constituted a default under, any material agreement, indenture, instrument or other document, or any judgment, order or decree, to which any Issuer is a party or by which any Issuer is bound or, to the Issuers’ knowledge, to which any other party to the Related Agreements is a party or by which any such party is bound.

5.25.5. No statement or representation made in the Related Agreements by any Issuer or, to the Issuers’ knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading.

ARTICLE 6
CLOSING CONDITIONS

The obligation of each Purchaser to purchase and pay for the Notes provided for hereunder is subject to the satisfaction or waiver of the following conditions, each as of the Closing Date:

6.1. Representations and Warranties; No Default . All representations and warranties of the Issuers, Guarantors and their Subsidiaries contained in this Agreement shall be true and correct in all respects, and there shall exist no Default or Event of Default as of the Closing Date, including after giving effect to the issuance of the Notes and the execution of the Senior Credit Agreement and the other transactions contemplated herein and therein.

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6.2. Documents Satisfactory; Transactions Consummated . The Senior Credit Agreement, which shall include a revolving facility of at least $50,000,000 and a term facility of at least $40,000,000, shall have been executed in accordance with its terms and the terms of the Senior Credit Documents and all applicable laws, and each of the conditions precedent to the consummation thereof (including, without limitation, the accuracy in all material respects of the representations and warranties contained in the Senior Credit Agreement and in the Senior Credit Documents) shall have been satisfied or waived. The Issuers shall have a minimum of $4,000,000 of availability under such revolving facility immediately after giving effect to the Closing and the transactions contemplated hereby. Each of the Documents shall have been duly executed and delivered by the respective parties thereto and shall be in full force and effect. All of the terms, conditions and provisions of each of such Documents shall be satisfactory to the Purchasers in all respects in form and substance.

6.3. Delivery of Documents . The Purchasers shall have received the following items, each of which shall be in form and substance reasonably satisfactory to the Purchasers and, unless otherwise noted, dated the Closing Date:

6.3.1. True and correct executed copies of this Agreement, the Senior Credit Documents, the Subordination Agreement, the Shareholders’ Agreement, any shareholder agreements entered into with other shareholders of the Parent (the “ Other Shareholder Agreements ”), the Thayer Earn-out Guarantee and the Notes issued in the names of the respective Purchasers as set forth on Schedule I, all containing terms satisfactory to the Purchasers.

6.3.2. Resolutions of the board of directors of Parent and each Issuer approving the transactions contemplated by this Agreement, and approving and authorizing the execution, delivery and performance of this Agreement, the Senior Credit Documents, the Subordination Agreement, the Shareholders’ Agreement and each other Document to which it is a party and approving and authorizing the issuance and sale of the Notes and the execution, delivery and payment of the Notes, in each case, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment.

6.3.3. A copy of a certificate of the Secretary of State from the state of incorporation dated as of a recent date prior to the Closing Date, listing all Charter Documents of Parent, each Issuer and its Subsidiaries and each Guarantor on file with such secretary of state, including any amendments thereto, and certified copies of all such Charter Documents and certifying that (i) such copies are true and correct copies of the Charter Documents, (ii) the amendments listed in such certificate are the only amendments to such Charter Documents on file with such secretary of state, (iii) such Issuer or Subsidiary has paid all franchise taxes due as of the date of such certificate, if available, and (iv) if applicable, such Issuer or Subsidiary is duly incorporated and in good standing under the laws of the State of Delaware.

6.3.4. A certificate of Parent, each Issuer and its Subsidiaries and each Guarantor signed on each of their behalf by its secretary or an assistant secretary, dated the Closing Date (the statements made in which certificate shall be true on and as of such date)

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certifying as to (i) the absence of any amendment to the Charter Documents of the Issuer or any of their Subsidiaries since the date of the secretary of state’s certificate referred to in Section 6.3.3 above, (ii) if applicable, each of its bylaws as in effect on the Closing Date (which shall be satisfactory to the Purchasers in all respects), and (iii) the absence of any change in the due incorporation and good standing of each Issuer and each of their Subsidiaries under the laws of the State of Delaware or such other jurisdiction since the date of the secretary of state’s certificate referred to in Section 6.3.3 above and the absence of any proceeding for the dissolution or liquidation of the Issuer.

6.3.5. A copy of a certificate of the secretary of state (or other similar official) of each jurisdiction in which Parent, each Issuer and its Subsidiaries and each Guarantor does business, each dated a recent date prior to the Closing Date, stating that each such person is duly qualified and in good standing as a foreign corporation in such state or other jurisdiction and has filed all annual reports required to be filed to the date of such certificate.

6.3.6. A certificate of the secretary or an assistant secretary of Parent, each Issuer and its Subsidiaries and each Guarantor certifying the names and true signatures of the officers of such Issuer and their Subsidiaries executing the Securities Documents to which it is a party.

6.3.7. A consolidated pro forma balance sheet of Parent, Sargent LLC and Roadrunner as at December 31, 2006, adjusted to give effect to the consummation of the Related Transactions and the financings contemplated hereby as if such transactions had occurred on such date (to the extent they had not occurred prior to such date), consistent in all material respects with the sources and uses of cash as previously described to the Purchasers and the forecasts previously provided to the Purchasers.

6.3.8. An opinion of Greenberg Traurig, LLP, counsel for the Issuers, addressed to the Purchasers covering such matters as are typical to financings and such other matters as the Purchasers shall reasonably request, and in form and substance satisfactory to them.

6.3.9. A certificate of a Responsible Officer of each Issuer and Guarantor, dated as of the Closing Date, certifying that the conditions specified in Sections 6.1, 6.6, 6.8 and 6.10 have been fulfilled.

6.3.10. Such other certificates and documents as the Purchasers may reasonably request in order to evidence the satisfaction of the foregoing conditions and the completion of legal matters incident to the transactions contemplated by this Agreement, and in form and substance satisfactory to them.

6.4. Due Diligence . The Purchasers shall be satisfied in their sole discretion with the results of their accounting, business, legal, environmental, accounting and tax due diligence reviews of the Issuers.

6.5. Corporate/Capital Structure . The Purchasers shall be satisfied with the ownership, corporate and legal structure and capitalization of the Parent and the Issuers,

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including, without limitation, the terms and conditions of the Preferred Stock, any capital stock, options, warrants or other securities issued by any Issuer and any agreements related thereto, including the Shareholders’ Agreement, shareholder agreements entered into with the other shareholders of the Parent, the Subordination Agreement and the Senior Credit Documents and the Merger Agreement.

6.6. Authorizations, Consents and Approvals . The Issuers shall have received any and all necessary authorizations, consents and approvals and shall have made any and all filings and shall have satisfied all applicable waiting periods necessary in connection with the consummation of the transactions contemplated by this Agreement.

6.7. Financial Statements . The Issuers shall have delivered to the Purchasers: (a) the audited Consolidated balance sheet of Parent and its Subsidiaries and the audited combined financial statements of the Sargent Companies, as of December 31, 2005 and (b) the unaudited consolidated financial statements of each of Parent and its Subsidiaries and Sargent Inc. and its Subsidiaries as of December 31, 2006.

6.8. Litigation . There shall exist no action, suit, investigation, litigation or proceeding affecting any Issuer or any of their Subsidiaries or any of its respective properties pending or threatened before any court, governmental agency or arbitrator that (i) could have a Material Adverse Effect on the rights or remedies of the Purchasers hereunder, or on the ability of any Issuer or any of their Subsidiaries to perform its respective obligations with respect to this Agreement or the Notes or (ii) purports to affect the legality, validity or enforceability of the Senior Credit Documents, this Agreement, the Notes, any other Document or the consummation of the transactions contemplated hereby and thereby. No order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain the Purchasers from acquiring the Notes or from making the loans evidenced by the Notes.

6.9. Other Fees and Expenses . On the Closing Date, all reasonable expenses of the Purchasers (including, without limitation, reasonable legal fees and expenses) incurred in connection with the negotiation and execution of this Agreement and the other Documents shall have been paid by the Issuer to the extent due in accordance with Section 13.1.

6.10. No Violation of Regulations T, U or X . The issuance of the Notes shall not violate Regulations T, U or X of the Board of Governors of the Federal Reserve Board.

6.11. Existing Indebtedness . Simultaneous with the Closing hereunder, the Issuers shall satisfy all of their obligations under their existing subordinated debt facilities, outstanding letters of credit (except for those letters of credit listed on Schedule 6.11 ) and all other indebtedness for borrowed money issued outside the Ordinary Course of Business in a manner satisfactory to the Purchasers (other than Senior Indebtedness).

6.12. Consummation of the Merger . Pursuant to the Merger Agreement, Sargent Inc. merged with and into Sargent LLC, resulting in Sargent LLC as the surviving company.

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ARTICLE 7
NOTE AFFIRMATIVE COVENANTS

The Issuers covenant and agree, for the benefit of the Purchasers, that so long as any Notes remain outstanding:

7.1. Payment of Obligations . The Issuers will duly and punctually pay the principal (including Capitalized Interest), any Applicable Premium or other premium (if any), interest and any other amounts owing under this Agreement and the Notes with respect to the Notes, in each case when due under the terms of this Agreement and the Notes.

7.2. Financial Statements . The Parent and its Subsidiaries shall maintain, and shall cause each of their respective Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly financial statements shall not be required to have footnote disclosure and are subject to normal year-end adjustments). Each of Parent and its Subsidiaries shall deliver to the Noteholders (provided that Parent and its Subsidiaries shall not be required to deliver financial statements under this Section 7.2 to more than five Noteholders, it being understood that for this purpose, funds managed by the same adviser or an Affiliate of such adviser shall be deemed to constitute one Noteholder) in form and detail reasonably satisfactory to the Required Security Holders:

7.2.1. promptly when available and in any event within 105 days after the close of each fiscal year, a copy of the audited financial statements of Parent and its Subsidiaries as at the end of such year, including therein consolidated balance sheets and statements of earnings and cash flows of Parent and its Subsidiaries as at the end of such year, certified without adverse reference to going concern value and without qualification by independent auditors of recognized standing selected by Issuers and reasonably acceptable to the Purchasers, together with (a) a written statement from such accountants to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that the Issuers and Guarantors, taken as a whole, were not in compliance with any provision of Sections 8.5 and 8.12 and Article 9 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that the Issuers and Guarantors, taken as a whole, where not in compliance with any such provision, describing such non-compliance in reasonable detail and (b) a comparison with the budget for such fiscal year and a comparison of the previous fiscal year.

7.2.2. as soon as available, but not later than forty-five (45) days after the end of each fiscal quarter of each year, except the final fiscal quarter of the fiscal year, a copy of the unaudited consolidated balance sheets of the Parent and each of its Subsidiaries, and the related consolidated statements of income, shareholders’ equity and cash flows as of the end of such month and for the portion of the fiscal year then ended, all certified on behalf of the Parent by an appropriate Responsible Officer as being complete and correct and fairly presenting, in accordance with GAAP, the financial position and the results of

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operations of the Parent and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosure.

7.2.3. promptly when available and in any event within 30 days after the end of each month (extended to 45 days, solely with respect to the month of December), a consolidated balance sheet of Parent and its Subsidiaries as of the end of such month, together with consolidated statements of earnings and cash flows for such month and for the period beginning with the first day of such fiscal year and ending on the last day of such month, together with a comparison with the corresponding period of the previous fiscal year and a comparison with the budget for such period of the current fiscal year, certified by a Responsible Officer of Parent; provided , that for all such financial statements covering any period of time prior to December 31, 2007, such statements shall consist of (i) the materials described in this Section 7.2.3, but solely for Roadrunner and its Subsidiaries on a consolidated basis and (ii) “flash reports” for the Sargent Companies on a consolidated basis, including revenue and EBITDA computations.

7.2.4. promptly when available and in any event within thirty (30) days after the end of each month, a consolidated balance sheet of Parent and its Subsidiaries as of the end of such month, together with consolidated statements of earnings and cash flows for such month and for the period beginning with the first day of such fiscal year and ending on the last day of such month, together with a comparison with the corresponding period of the previous fiscal year and a comparison with the budget for such period of the current fiscal year, certified on behalf of the Parent by a Responsible Officer of the Parent.

7.3. Certificates; Other Information . The Issuers shall furnish to each Noteholder (provided that the Issuers shall not be required to deliver the certificates and documents under this Section 7.3 to more than five Noteholders, it being understood that for this purpose, funds managed by the same adviser or an Affiliate of such adviser shall be deemed to constitute one Noteholder):

7.3.1. concurrently with the delivery of the financial statements referred to in Sections 7.2.1 and 7.2.2 above, a fully and properly completed Compliance Certificate in the form of Exhibit E , certified on behalf of the Issuers by a Responsible Officer (it being understood that, with respect to the Compliance Certificate delivered with the financial statements referred to in Section 7.2.2, the Compliance Certificate need only be completed to the extent the Issuers is required to evidence compliance with the financial covenants in Article 9 hereof);

7.3.2. promptly after the same are sent, copies of all financial statements and reports which Parent sends to its shareholders or other equity holders, as applicable, generally; and promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which Parent may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority;

7.3.3. together with each delivery of financial statements pursuant to Section 7.2.1 and Section 7.2.2 for the last calendar month of each fiscal quarter (i) a

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management report, in reasonable detail, signed by a Responsible Officer of the Issuers on behalf of the Issuers, describing the operations and financial condition of the Issuers and their Subsidiaries for the month and the portion of the fiscal year then ended (or for the fiscal year then ended in the case of annual financial statements), and (ii) a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent projections for the current fiscal year delivered pursuant to Section 7.3.5 and discussing the reasons for any significant variations;

7.3.4. as soon as available and in any event no later than thirty (30) days after the last day of each fiscal year of the Issuers, projections of the Issuers’ (and their Subsidiaries’) consolidated financial performance for the then current fiscal year on a month by month basis;

7.3.5. promptly upon receipt thereof, copies of any reports submitted by the Issuers’ certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems of the Issuers made by such accountants, including any comment letters submitted by such accountants to management of the Issuers in connection with their services;

7.3.6. promptly upon the filing or sending thereof, copies of all regular, periodic or special reports of any Issuer filed with the SEC; copies of all registration statements of any Issuer filed with the SEC (other than on Form S-8); and copies of all proxy statements or other communications made to security holders generally;

7.3.7. promptly following receipt, copies of any notices (including notices of default or acceleration) received from any holder or trustee of, under or with respect to any Senior Indebtedness;

7.3.8. promptly, such additional business, financial, corporate affairs, perfection certificates and other information as the Required Security Holders may from time to time reasonably request.

7.4. Notices . The Issuers shall notify promptly the Noteholders (provided that the Issuers shall not be required to deliver such notice to more than five Noteholders, it being understood that for this purpose, funds managed by the same adviser or an Affiliate of such adviser shall be deemed to constitute one Noteholder) of each of the following (and in no event later than five (5) Business Days after a Responsible Officer becoming aware thereof):

7.4.1. the occurrence or existence of any “Event of Default” under and as defined in the Senior Credit Agreement or any Default or Event of Default under this Agreement;

7.4.2. any breach or non-performance of, or any default under, any Contractual Obligation of the Parent or any of its Subsidiaries, or any violation of, or non-compliance with, any Requirement of Law, which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of

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such breach, non-performance, default, violation or non-compliance and the steps, if any, the Parent or such Subsidiary has taken, is taking or proposes to take in respect thereof;

7.4.3. any dispute, litigation, investigation, proceeding or suspension which may exist at any time between the Parent or any of its Subsidiaries and any Governmental Authority which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;

7.4.4. the commencement of, the threat of or any material development in, any litigation, arbitration or governmental investigation or proceeding affecting the Parent or any of its Subsidiaries or any of the properties thereof (i) which, if adversely determined, would reasonably be expected to have a Material Adverse Effect or (ii) in which the relief sought is an injunction or other stay of the performance of this Agreement or any Document;

7.4.5. any of the following if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect: (i) any enforcement actions, Hazardous Material cleanup, or removal orders or other Governmental Authority, judicial or administrative actions instituted against the Parent or any of its Subsidiaries pursuant to any applicable Environmental Laws, (ii) any other Environmental Claims, and (iii) any environmental or similar condition on any real property adjoining the Property of the Parent or any Subsidiary of the Parent that could reasonably be anticipated to cause the Parent’s or any of its Subsidiaries’ Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use of such Property under any Environmental Laws;

7.4.6. any of the following if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, together with a copy of any notice with respect to such event that may be required to be filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Issuers or any member or its Controlled Group with respect to such event:

7.4.6.1. an ERISA Event;

7.4.6.2. the adoption of any new Qualified Plan that is subject to Title IV of ERISA or Section 412 of the Code by any member of the Controlled Group;

7.4.6.3. the adoption of any amendment to a Qualified Plan that is subject to Title IV of ERISA or Section 412 of the Code, if such amendment results in a material increase in benefits or unfunded liabilities; or

7.4.6.4. the commencement of contributions by any member of the Controlled Group to any Multiemployer Plan or any Qualified Plan that is subject to Title IV of ERISA or Section 412 of the Code;

7.4.7. any material change in accounting policies or financial reporting practices by Parent, the Issuers or any of their Subsidiaries;

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7.4.8. any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving the Parent or any of its Subsidiaries if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

7.4.9. the creation, establishment or acquisition of any Subsidiary or the issuance by the Issuers or such Subsidiary of any capital stock or warrant option or similar agreement in respect thereof.

Each notice pursuant to this Section shall be accompanied by a written statement by a Responsible Officer on behalf of the Issuers setting forth details of the occurrence referred to therein, and stating what action the Issuers proposes to take with respect thereto and at what time. Each notice under Section 7.4.1 shall describe with particularity any and all clauses or provisions of this Agreement or other Document that have been breached or violated.

7.5. Preservation of Corporate Existence, Etc . With the exception of the merger of Sargent LLC and Sargent Inc. (which was consummated contemporaneously with the Closing), the Parent shall, and shall cause each of its Subsidiaries to:

7.5.1. preserve and maintain in full force and effect its organizational existence and good standing under the laws of its state or jurisdiction of incorporation and in such foreign jurisdictions in which the failure to maintain such good standing would reasonably be expected to have a Material Adverse Effect, except, with respect to the Issuers’ Subsidiaries, in connection with transactions permitted by Section 8.3;

7.5.2. preserve and maintain in full force and effect all rights, privileges, qualifications, permits, licenses and franchises necessary in the normal conduct of its business except in connection with transactions permitted by Section 8.3 and sales of assets permitted by Section 8.2 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

7.5.3. use its reasonable efforts, in the Ordinary Course of Business and in the reasonable business judgment of the Issuers, to preserve its business organization and preserve the goodwill and business of the customers, suppliers and others having material business relations with it; and

7.5.4. preserve or renew all of its registered trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

7.6. Maintenance of Property . The Issuers shall maintain, and shall cause each of their Subsidiaries to maintain, and preserve all its Property which is necessary in its business in good working order and condition, ordinary wear and tear and casualty excepted and shall make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

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7.7. Insurance . The Issuers shall maintain, and cause each other Issuers and Guarantors to maintain, with reputable insurance companies, such insurance coverage as may be required by any law or governmental regulation or court decree or order applicable to it and such other insurance, to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated, and, upon request of the Purchasers, furnish to the Purchasers, a certificate setting forth in reasonable detail the nature and extent of all insurance maintained by the Issuers and Guarantors. The Issuers and Guarantors shall cause each issuer of an insurance policy to provide the Purchasers with an endorsement (i) providing that 30 days’ notice will be given to the Purchasers prior to any cancellation of, material reduction or change in coverage provided by or other material modification to such policy and (ii) reasonably acceptable in all other respects to the Purchasers. Unless the Issuers and Guarantors provide Purchasers with evidence of the insurance coverage required by this Agreement, the Purchasers may purchase insurance at the Issuers’ expense. The Issuers may later cancel any insurance purchased by the Purchasers, but only after providing the Purchasers with evidence that the Issuers have obtained insurance as required by this Agreement. If the Purchasers purchase insurance, the Issuers will, jointly and severally, be responsible for the costs of that insurance including interest and any other charges that may be imposed with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the principal amount of the Notes or other obligations owing hereunder. The costs of the insurance may be more than the cost of the insurance the Issuers or Guarantors may be able to obtain on their own.

7.8. Payment of Obligations . The Issuers shall, and shall cause their Subsidiaries to, pay, discharge and perform as the same shall become due and payable or required to be performed, the following obligations and liabilities:

7.8.1. all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by the Issuers or such Subsidiary;

7.8.2. all lawful claims which, if unpaid, would by law become a Lien (other than a Permitted Lien) upon its Property unless the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the imposition or enforcement of the Lien and for which adequate reserves in accordance with GAAP are being maintained by the Issuers;

7.8.3. all Indebtedness (other than Indebtedness evidenced by the Senior Credit Documents), as and when due and payable, but subject to any subordination provisions contained herein and/or in any instrument or agreement evidencing such Indebtedness, except to the extent such non-payment would not result in an Event of Default under Section 11.3; and

7.8.4. the performance of all obligations under any Contractual Obligation (other than the Senior Credit Documents) to which the Issuers or any of their Subsidiaries is bound, or to which it or any of its properties is subject, including the Notes Documents,

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except where the failure to perform would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

7.9. Compliance with Laws . Comply, and cause each other Issuer to comply, in all material respects with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each other Issuer to ensure, that no person who owns a controlling interest in or otherwise controls a Issuer is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“ OFAC ”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, (c) without limiting clause (a) above, comply, and cause each other Issuer to comply, with all applicable Bank Secrecy Act (“ BSA ”) and anti-money laundering laws and regulations and (d) pay, and cause each other Issuer to pay, prior to delinquency, all taxes and other governmental charges against it or any Collateral, as well as claims of any kind which, if unpaid, could reasonably be expected to become a Lien on any of its property; provided that the foregoing shall not require any Issuer to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP and, in the case of a claim which could become a Lien on any collateral, such contest proceedings shall stay the foreclosure of such Lien or the sale of any portion of the collateral to satisfy such claim.

7.10. Inspection of Property and Books and Records . The Issuers shall maintain and shall cause each of their Subsidiaries to maintain proper books of record and account, in which true and correct entries, in all material respects, in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Issuers and such Subsidiaries. After the occurrence and during the continuance of an Event of Default, the Issuers shall permit, and shall cause each of their Subsidiaries to permit, representatives and independent contractors of the Noteholders (at the expense of the Issuers), to visit and inspect any of their respective Properties, to examine their respective corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Issuers; provided, however, a Responsible Officer of the Issuers shall be afforded the opportunity to attend any discussions with any independent public accountants (a “ Issuers Inspection Right ”). In addition, in the absence of an Event of Default, each of Sankaty and ACAS shall have one Issuers Inspection Right per year. If either of Sankaty or ACAS elects not to use their Issuers Inspection Right, the other may, with the written authorization of the Purchaser electing not to use their Issuers Inspection Right in such year, use such Issuers Inspection Right. Fees paid by the Issuers under this Section 7.10 in connection with the Issuers Inspection Right shall not exceed $10,000 plus out-of-pocket expenses per visit.

7.11. Use of Proceeds . The Issuers shall use the proceeds of the Notes only for the purposes set forth in Section 2.6 hereof.

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7.12. Solvency . The Issuers and Guarantors taken as a whole shall at all times be Solvent.

7.13. Further Assurances .

7.13.1. The Issuers shall ensure that all written information (other than proposed budgets and projections), exhibits and reports furnished to the Noteholders, when taken as a whole, do not and will not contain any untrue statement of a material fact and do not and will not omit to state any material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which made, and will promptly disclose to the Noteholders (provided that the Issuers shall not be required to deliver such notice to more than five Noteholders, it being understood that for this purpose, funds managed by the same adviser or an Affiliate of such adviser shall be deemed to constitute one Noteholder) and correct any defect or error that may be discovered therein or in any Securities Document or in the execution, acknowledgement or recordation thereof to the extent necessary to disclose new or changed facts or circumstances, or to correct a defect or error, the non-disclosure of which would result in the representations and warranties set forth in Article 5 not being true and correct; provided that delivery or receipt of such subsequent disclosure shall not constitute a waiver by the Noteholders or a cure of any Default or Event of Default resulting in connection with the matters disclosed.

7.13.2. The Issuers shall promptly inform the Noteholders (provided that the Issuers shall not be required to deliver such notice to more than five Noteholders, it being understood that for this purpose, funds managed by the same adviser or an Affiliate of such adviser shall be deemed to constitute one Noteholder) of the creation or acquisition of any direct or indirect Subsidiary and cause each such direct or indirect Subsidiary that is organized or formed under the laws of the United States or any state thereof to execute a guarantee of the Notes in a form reasonably acceptable to the Required Security Holders.

ARTICLE 8
NOTE NEGATIVE COVENANTS

The Issuers covenant and agree, for the benefit of the Purchasers, that so long as any Notes remain outstanding:

8.1. Limitation on Liens . The Issuers shall not, and shall not suffer or permit any of their Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“ Permitted Liens ”):

8.1.1. Liens securing the Senior Indebtedness and other Obligations under the Senior Credit Documents.

8.1.2. any Lien existing on the Property of the Issuers or their Subsidiaries on the Closing Date and set forth in Schedule 8.1 securing Indebtedness outstanding on such

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date and permitted by Section 8.5.3, including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 8.5.3;

8.1.3. Liens for taxes, fees, assessments or other governmental charges (i) which are not delinquent or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 7.8;

8.1.4. carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves in accordance with GAAP are being maintained;

8.1.5. Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers;

8.1.6. Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such Liens secure claims in the aggregate at any time outstanding not exceeding $200,000;

8.1.7. easements, rights-of-way, zoning and other restrictions, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or, in the aggregate, do not materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of the Issuers and their Subsidiaries;

8.1.8. Liens on any Property acquired or held by the Issuers or their Subsidiaries in the Ordinary Course of Business, securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 8.5.4; provided that (i) any such Lien attaches to such Property concurrently with or within ninety (90) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property (including any shipping and installation costs);

8.1.9. Liens securing Capital Lease Obligations permitted under subsection 8.5.4;

8.1.10. any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or non-exclusive license permitted by this Agreement;

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8.1.11. Liens arising from precautionary uniform commercial code financing statements filed under any lease permitted by this Agreement;

8.1.12. Liens on insurance policies and the proceeds thereof incurred in connection with the financing of insurance premiums in the ordinary course of business;

8.1.13. Liens in favor of collecting banks arising under Section 4-210 of the UCC;

8.1.14. Liens encumbering customary initial deposits and margin deposits, and similar Liens and margin deposits, and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the Ordinary Course of Business consistent with past practices, to the extent not interfering with the Parent or any of its Subsidiaries;

8.1.15. licenses, sublicenses, leases or subleases of real property or intellectual property granted by the Issuers (as lessor or licensor) to third Persons in the Ordinary Course of Business consistent with past practices;

8.1.16. banker’s Liens and rights of set-off of financial institutions arising in connection with items deposited in accounts maintained at such financial institutions and subsequently unpaid and unpaid fees and expenses that are charged to the Parent or any of its Subsidiaries by such financial institutions in the Ordinary Course of Business of the maintenance and operation of such accounts;

8.1.17. Liens deemed to exist in connection with repurchase agreements and other similar Investments to the extent such repurchase agreements and/or Investments are permitted under Section 8.4 hereof;

8.1.18. other Liens not described above securing obligations other than Indebtedness, provided such Liens do not secure obligations in excess of $2,000,000 in the aggregate at any one time; and

8.1.19. Liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods.

8.2. Disposition of Assets . The Issuers shall not, and shall not suffer or permit any of their Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except:

8.2.1. (i) dispositions of inventory and use of cash, all in the Ordinary Course of Business, (ii) dispositions of used, worn-out or surplus equipment in the Ordinary Course of Business and (iii) leasing, subleasing, licensing or sublicensing of intellectual property, or real or personal property to third parties, in each case, in the Ordinary Course of Business consistent with past practices, to the extent not interfering with the Issuers or any of their Subsidiaries;

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8.2.2. dispositions not otherwise permitted hereunder which are made for fair market value and the mandatory prepayment in the amount of the Net Proceeds of such disposition is made as provided in the Senior Credit Agreement and Section 3.2.4 of this Agreement, including the sale by Sargent Truck of the owned real property of Sargent Truck located in Saginaw, Michigan for at least fair market value; provided , that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) at least seventy-five percent (75%) of the aggregate sales price from such disposition shall be paid in cash, and (iii) the aggregate fair market value of all assets so sold by the Issuers and their Subsidiaries, together, does not exceed five percent (5%) of the net book value of the consolidated assets of the Issuers as of the last day of the preceding fiscal year, and (iv) after giving effect to any such disposition over $200,000, the Issuers are in compliance on a pro forma basis with the covenants set forth in Article 9, recomputed for the most recent quarter for which financial statements have been delivered;

8.2.3. sales, discounts or write-offs of overdue Accounts for collection in the Ordinary Course of Business consistent with past practices;

8.2.4. sales or other dispositions of Cash Equivalents in the Ordinary Course of Business;

8.2.5. the granting of Permitted Liens; and

8.2.6. sales or other dispositions expressly permitted pursuant to Section 8.3.

8.3. Consolidations and Mergers . The Issuers shall not, and shall not suffer or permit any of their Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except as provided in Section 8.10 herein and, upon not less than five (5) Business Days prior written notice to the Noteholders, (i) any Subsidiary of either Issuers may merge with, or dissolve or liquidate into, either Issuers or a Wholly-Owned Subsidiary of either Issuers, provided that the respective Issuers or such Wholly-Owned Subsidiary shall be the continuing or surviving entity and (ii) any Subsidiary of the Parent may merge with, or dissolve or liquidate into a Wholly-Owned Subsidiary of the Parent, provided that the Wholly-Owned Subsidiary shall be the continuing or surviving entity.

8.4. Loans and Investments . The Issuers shall not and shall not suffer or permit any of their Subsidiaries to (i) purchase or acquire, or make any commitment to purchase or acquire any capital stock, equity interest, or any obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary after the Closing Date, or (ii) make or commit to make any Acquisitions, or any other acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without limitation, by way of merger, consolidation or other combination or (iii) make or commit to make any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including any Affiliate of the Issuers or any Subsidiary of the Issuers, but excluding trade payables, accrued operating expenses, prepaid operating expenses and Accounts

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Receivable, in each instance, incurred, made or arising in the Ordinary Course of Business consistent with past practices (the items described in clauses (i), (ii) and (iii) are referred to as “ Investments ”), except for:

8.4.1. Investments in cash and Cash Equivalents;

8.4.2. extensions of credit in the Ordinary Course of Business by (i) the Issuers to any of its Wholly-Owned Subsidiaries, or (ii) any Wholly-Owned Subsidiary of the Issuers to the Issuers or to any other Wholly-Owned Subsidiary of the Issuers;

8.4.3. (i) travel and similar advances to employees or independent contractors in the Ordinary Course of Business and (ii) other loans to independent contractors and other service providers in the Ordinary Course of Business, in the case of clause (ii), not to exceed $500,000 in the aggregate at any time outstanding;

8.4.4. Investments in securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors;

8.4.5. Investments in the form of intercompany loans made by the Issuers to Parent to the extent that, at the time such loan is made, a Restricted Payment from the Issuers to Parent would be permitted under Section 8.11 and provided that (i) the proceeds of such loans are used for the purposes specified in Section 8.11 and (ii) such loan shall be treated as a Restricted Payment for purposes of this Agreement, including, without limitation, determining compliance with the provisions of Section 8.11 relating to the type of such Restricted Payment and Section 9.3;

8.4.6. contributions by Parent to the capital of the Issuers;

8.4.7. Investments constituting Indebtedness permitted by Section 8.5 ;

8.4.8. Contingent Obligations permitted by Section 8.9 or Liens permitted by Section 8.1 ;

8.4.9. the forgiveness or capitalization by the Issuers or any of their Subsidiaries of Indebtedness owed to the Issuers or such Subsidiary by the Issuers or any other Subsidiary of the Issuers organized or formed under the laws of the United States or any jurisdiction thereof in the Ordinary Course of Business;

8.4.10. Hedging Agreements entered into in the Ordinary Course of Business, (i) on an unsecured basis, for bona-fide hedging purposes and not for speculation or (ii) pursuant to the Senior Credit Agreement or otherwise if provided by a lender under the Senior Credit Agreement;

8.4.11. deposit accounts maintained in the Ordinary Course of Business;

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8.4.12. deposits made in the Ordinary Course of Business securing obligations or performance under contracts, such as in connection with real estate or personal property leases;

8.4.13. promissory notes and other similar non-cash consideration received by the Issuers or any of their Subsidiaries in connection with dispositions permitted under Section 8.2.2;

8.4.14. the establishment or creation of domestic Wholly-Owned Subsidiaries by the Issuers or any of its domestic Wholly-Owned Subsidiaries after the Closing Date to the extent the Issuers and their Subsidiaries shall have complied with the provisions of Section 7.13.2 in respect thereof and no Default or Event of Default exists or otherwise would arise or result therefrom, provided that, contributions to capital and extensions of credit to such Subsidiaries shall be subject to the provisions of this Agreement;

8.4.15. the acquisition by the Issuers or any of its domestic Wholly-Owned Subsidiaries of all or substantially all of the assets of another domestic business organization that is a Wholly-Owned Subsidiary prior to such acquisition, or of any business or division of such domestic Wholly-Owned Subsidiary, so long as no Event of Default exists or otherwise would result therefrom;

8.4.16. Investments existing on the Closing Date and set forth in Schedule 8.4 ; and

8.4.17. Investments in Newco (as defined in Section 8.10).

8.5. Limitation on Indebtedness . The Issuers shall not, and shall not suffer or permit any of their Subsidiaries to, create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:

8.5.1. Indebtedness incurred pursuant to the Senior Credit Agreement, the principal amount of which is not to exceed the Maximum Senior Debt Amount.

8.5.2. Indebtedness consisting of Contingent Obligations described in clause (i) of the definition thereof and permitted pursuant to Section 8.9;

8.5.3. Indebtedness existing on the Closing Date and set forth in Schedule 8.5 including extensions and refinancings thereof which do not increase the principal amount of such Indebtedness as of the date of such extension or refinancing;

8.5.4. Indebtedness not to exceed $2,000,000 in the aggregate at any time outstanding, consisting of Capital Lease Obligations or secured by Liens permitted by subsection 8.1.8;

8.5.5. unsecured intercompany Indebtedness permitted pursuant to Section 8.4.2;

8.5.6. Indebtedness incurred pursuant to the Thayer Earn-Out Guarantee;

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8.5.7. Indebtedness evidenced by the Notes;

8.5.8. Indebtedness incurred in respect of netting services and overdraft protection in connection with deposit accounts;

8.5.9. Indebtedness incurred in connection with the financing of insurance premiums in the Ordinary Course of Business;

8.5.10. unsecured Subordinated Indebtedness evidenced by debt securities issued by the Issuers constituting Excluded Issuances; provided, that such Indebtedness shall be subordinated in a manner acceptable to the Noteholders and contain other terms and conditions acceptable to the Noteholders which terms shall, in any case, (i) not provide for any acceleration rights in favor of the holder thereof until such time as the Note Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) have been repaid in full in cash, (ii) provide that no payments of interest, principal or other amounts shall be made thereon until a date that is at least six months after the date on which all Note Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) are to be repaid in full in cash and (iii) not include any covenants, other than covenants to pay amounts owing thereunder;

8.5.11. solely for the period commencing on the Closing Date through the date ninety (90) days following the Closing Date, Indebtedness arising under those four (4) certain letters of credit, numbers 1171, 1183, 1189 and 1190, in the aggregate face amount of $135,000 issued by Katahdin Trust Company for the account of certain Sargent Companies; provided, that such letters of credit shall not be renewed, extended or otherwise modified following the date hereof; and

8.5.12. other unsecured Indebtedness not exceeding in the aggregate at any time outstanding $200,000.

8.6. Transactions with Affiliates . The Issuers shall not, and shall not suffer or permit any of their Subsidiaries to, enter into any transaction with any Affiliate of the Issuers or of any such Subsidiary, except:

8.6.1. as expressly permitted by this Agreement;

8.6.2. in the Ordinary Course of Business and pursuant to the reasonable requirements of the business of such Issuer or such Subsidiary provided that, in the case of this Section 8.6.2, upon fair and reasonable terms no less favorable to the Issuer or such Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate of the Issuer or such Subsidiary and which are disclosed in writing to the Purchasers;

8.6.3. transactions entered into on or prior to the Closing Date and disclosed on Schedule 8.6 ; and

8.6.4. transactions contemplated by the Management Agreement.

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8.7. Management Fees and Compensation . The Issuers shall not, and shall not permit any of their Subsidiaries to pay any management, consulting or similar fees to any of their Affiliates or to any officer, director or employee of any Issuer or any of their Subsidiaries or any of their Affiliates except (a) payment of reasonable compensation to officers and employees for actual services rendered to the Parent and its Subsidiaries in the Ordinary Course of Business, (b) payment of reasonable directors’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $200,000 in any fiscal year of the Issuers, (c) so long as (x) no Event of Default exists or would result therefrom, and (y) the Leverage Ratio, for each of not less than two consecutive Computation Periods, commencing with the Computation Period ending March 31, 2007, is less than 4.75 to 1.0, the Issuers may pay management fees (or make distributions to Parent, if concurrently used by Parent to make such payments) to Eos and Sponsor or any Affiliate of Eos or Sponsor (including without limitation Thayer Management) pursuant to the terms of the Management Agreement; provided , that , subject to the additional provisions of this clause (c), (I) if on the last day of any Computation Period occurring following satisfaction of the terms of the preceding clause (y) the Leverage Ratio as of such day exceeds 4.75 to 1.0, the Issuers may not thereafter pay any such management fees (or make distributions to Parent in respect thereof) until such date that the Leverage Ratio as of the last day of any future Computation Period is less than 4.75 to 1.0, (II) if on the last day of any Computation Period occurring following satisfaction of the terms of the preceding clause (y) the Leverage Ratio as of such day is less than 4.0 to 1.0 (computed on a pro forma basis after giving effect to the payments contemplated by this clause (II)), Issuers may pay any management fees (or make distributions to Parent in respect thereof) that have accrued but remain unpaid due to the provisions of this clause (c) and (III) any management fees described in this clause (c) that have accrued but not been paid due to the provisions hereof shall continue to accrue, and may be paid as provided in this clause (c).

8.8. Use of Proceeds . The Issuers shall not and shall not suffer or permit any of their Subsidiaries to use any portion of the proceeds of the notes, directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance Indebtedness of the Issuers or others incurred to purchase or carry Margin Stock, or otherwise in any manner which is in contravention of any Requirement of Law or in violation of this Agreement.

8.9. Contingent Obligations . The Issuers shall not, and shall not suffer or permit any of their Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Obligations and except:

8.9.1. endorsements for collection or deposit and standard contractual indemnities entered into in the Ordinary Course of Business;

8.9.2. Hedging Agreements entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation or as otherwise required under the Senior Credit Documents in effect on the Closing Date;

8.9.3. Contingent Obligations of the Issuers and their Subsidiaries existing as of the Closing Date and listed in Schedule 8.9 , including extensions and renewals thereof

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which do not increase the amount of such Contingent Obligations as of the date of such extension or renewal;

8.9.4. Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations;

8.9.5. Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent title insurance policies;

8.9.6. Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under Section 7.2.2; and

8.9.7. Contingent Obligations arising under letters of credit under the Senior Credit Agreement and other letters of credit which are the subject of a letter of credit participation agreement under the Senior Credit Agreement.

8.9.8. Contingent Obligations incurred for the benefit of the Issuers or any of its Wholly-Owned Subsidiaries if the primary obligation is expressly permitted by this Agreement.

8.9.9. Contingent Obligations constituting of guarantees of obligations under the Senior Credit Documents, this Agreement and the Notes.

8.10. Business Activities; Issuance of Equity; Subsidiaries . Not, and not permit any other Issuer to, issue any equity securities other than any issuance of shares of Parent’s common equity securities. Not, and not permit any other Issuer to, form or acquire any Subsidiary, other than as permitted by Section 8.4.14 .

8.11. Compliance with ERISA . The Issuers shall not, and shall not suffer or permit any of their Subsidiaries to:

8.11.1. terminate any Plan subject to Title IV of ERISA so as to result in any material liability to the Issuers;

8.11.2. permit to exist any ERISA Event or any other event or condition, which would reasonably be expected to have a Material Adverse Effect;

8.11.3. make a complete or partial withdrawal (within the meaning of ERISA Section 4201) from any Multiemployer Plan so as to result in any material liability to any Issuer;

8.11.4. enter into any new Plan or modify any existing Plan so as to increase its obligations thereunder which would reasonably be expected to have a Material Adverse Effect; or

8.11.5. permit the present value of all nonforfeitable accrued benefits under any Plan (using the actuarial assumptions utilized by the PBGC upon termination of a Plan)

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materially to exceed the fair market value of Plan assets allocable to such benefits, all determined as of the most recent valuation date for each such Plan.

8.12. Restricted Payments . The Issuers shall not, and shall not suffer or permit any of their Subsidiaries to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock, partnership interests, membership interests or other equity securities, (ii) purchase, redeem or otherwise acquire for value any shares of its capital stock, partnership interests, membership interests or other equity securities or any warrants, rights or options to acquire such shares, interests or securities now or hereafter outstanding or (iii) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Subordinated Indebtedness (the items described in clauses (i), (ii) and (iii) above are referred to as “ Restricted Payments ”); except that any Wholly-Owned Subsidiary of the Issuers may declare and pay dividends to the Issuers or any Wholly-Owned Subsidiary of the Issuers, and except that the Issuers may:

8.12.1. declare and make dividend payments or other distributions payable solely in its common stock or other equity securities;

8.12.2. with respect to Preferred Stock, make annual dividend payments to Parent so Parent can pay dividends as contemplated by Parent’s Certificate of Incorporation as amended, but only if, after giving pro forma effect to such dividend payment the Issuers are in compliance with the covenants set forth in Article 9.

8.12.3. make distributions to Parent which are immediately used by Parent to redeem from management stockholders shares of Parent common stock or warrants or options to acquire any such shares provided all of the following conditions are satisfied:

8.12.3.1. no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment;

8.12.3.2. after giving effect to such Restricted Payment, the Issuers is in compliance on a pro forma basis with the covenants set forth in Article 9, recomputed for the most recent month for which financial statements have been delivered;

8.12.3.3. the aggregate Restricted Payments permitted by this Section 8.12.2 in any fiscal year of the Issuers shall not exceed $500,000; provided that the foregoing limits shall not apply to amounts expended pursuant to this clause solely from (x) the proceeds of key man life insurance to the extent the proceeds are used to repurchase the equity interests in Parent from the deceased employee or such deceased employee’s estate or spouse or (y) the proceeds of Excluded Issuances to the extent such issuances are permitted pursuant to the terms of this Agreement; and

8.12.4. in the event the Issuers files a consolidated income tax return with Parent, make distributions to Parent to permit Parent to pay federal and state income taxes then

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due and owing, franchise taxes and other similar licensing expenses incurred in the Ordinary Course of Business provided, that the amount of such distribution shall not be greater, nor the receipt by the Issuers of tax benefits less, than they would have been had the Issuers not filed a consolidated return with Parent;

8.12.5. make distributions to Parent at such times and in such amounts as are necessary to permit payment in the Ordinary Course of Business of taxes, accounting and administrative expenses (including without limitation the payment of reasonable director fees and expenses and premiums with respect to directors and officers liability insurance policies to the extent permitted pursuant to Section 8.7(b)) payable by Parent.

8.13. Change in Business . The Issuers shall not, and shall not permit any of their Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereof or any business similarly related to or which constitutes a reasonable extension thereof.

8.14. Change in Structure . Except as expressly permitted under Section 8.3, the Issuers shall not and shall not permit any of their Subsidiaries to, make any material changes in its equity capital structure (including in the terms of its outstanding stock), or amend any of its Charter Documents in any material respect or in any respect adverse to the Noteholders in their capacity as such.

8.15. Accounting Changes . The Issuers shall not, and shall not suffer or permit any of their Subsidiaries to, make any significant change in accounting treatment or reporting practices, except as required by GAAP, or change the fiscal year of the Issuers or of any of their consolidated Subsidiaries.

8.16. No Negative Pledges . The Issuers will not, and will not permit any of their Subsidiaries, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution on any of such Subsidiary’s equity securities or to pay fees, including management fees, make other payments and distributions or extend loans or advances to the Issuers or any of their Subsidiaries, or transfer any of its properties or assets to the Issuers or any of their Subsidiaries other than restrictions contained in the Senior Credit Agreement or this Agreement. The Issuers will not, and will not permit any of their Subsidiaries, directly or indirectly, to enter into, assume or become subject to any Contractual Obligation (other than the Senior Credit Documents and this Agreement) prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Noteholders, whether now owned or hereafter acquired except in connection with any document or instrument governing Liens permitted pursuant to Sections 8.1.8 and 8.1.9 provided that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens or licenses and contracts providing that the granting of such Lien in the right, title or interest of the Issuers or their Subsidiaries therein would be prohibited and would, in and of itself, cause or result in a default thereunder enabling another Person party to such license or contract to enforce any remedy with respect thereto.

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8.17. OFAC . None of the Issuers or any Subsidiary of any Issuer (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or be otherwise, to the knowledge of a Responsible Officer of the Issuers, associated with any such person in any manner violative of Section 2, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other OFAC regulation or executive order.

8.18. Limitation on Activities of Parent . The Parent shall not engage in any business activity other than (i) its ownership of the equity securities of the Issuers and activities incidental thereto, (ii) activities incidental to maintenance of its corporate existence and (iii) performance of its obligations under the Documents to which it is a party.

8.19. Antilayering . The Issuers will not, and will not permit any of their Subsidiaries to, incur or in any fashion become or remain liable with respect to any Indebtedness which, by its terms, is subordinated to the Senior Indebtedness of the Issuers or such Subsidiary and which is not expressly subordinated to the Note Obligations on terms satisfactory to the Required Security Holders.

8.20. Amendment of Material Documents .

8.20.1. The Parent will not, and will not permit any of its Subsidiaries to, consent to or request any amendment, modification or supplement to or waiver of any provision of this Agreement, the Management Agreement or any of their Charter Documents in a manner that would reasonably be expected to affect the interests of the Noteholders (in their capacities as such) materially and adversely without in each case having obtained the specific prior written consent of the Required Security Holders, which consent shall not be unreasonably withheld.

8.20.2. Without the consent of the Required Security Holders, which consent shall not be unreasonably withheld, the Issuers will not, and will not permit any of their Subsidiaries to, consent to or request any amendment, modification or supplement to or waiver of any provision of the Senior Credit Documents to the extent such consent, amendment, modification, supplement or waiver is otherwise not permitted under the Subordination Agreement.

8.21. Observer Rights . For so long as any Notes remain outstanding, the Required Security Holders will have the right to appoint two observers (the “ Observers ” and each an “ Observer ”) to the boards of directors of the Parent and its Subsidiaries, and each committee of the boards of directors of the Parent and its Subsidiaries (other than the compensation and audit committees), who shall be entitled to attend all meetings of the boards of directors and each committee of the boards of directors (other than the compensation and audit committees) of the Parent and its Subsidiaries, and who shall receive all reports, meeting materials, notices and other materials as and when provided to the board members; provided , however , that the Parent and its Subsidiaries may exclude any Observer from portions of meetings and from the receipt of

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reports, meeting materials, notices and other materials solely to the extent that (i) outside counsel to the Parent and its Subsidiaries reasonably determines that the participation of any Observer in such portions of meetings or the receipt of such materials by any Observer would result in the loss of the attorney-client privilege by the Parent and its Subsidiaries with respect to the underlying subject matter thereof or (ii) the underlying subject matter relates specifically to actions to be taken by the Parent and its Subsidiaries with respect to the Notes. Notwithstanding anything to the contrary in this Section 8.21, for so long as Sankaty (or any (a) Affiliate of Sankaty, (b) trust or other securitization or financing vehicle of Sankaty, or (c) successor to such trust’s or securitization vehicle’s rights and interests in and to any Note) holds any Notes outstanding Sankaty will have the right to appoint one of such Observers and for so long as ACAS (or any (a) Affiliate of ACAS, (b) trust or other securitization or financing vehicle of ACAS, or (c) successor to such trust’s or securitization vehicle’s rights and interests in and to any Note) holds any Notes outstanding ACAS will have the right to appoint one of such Observers. All of the reasonable expenses of the Observers shall be paid by the applicable Issuers. The Issuers agree that their boards of directors will meet at least quarterly.

8.22. Fiscal Year . The Issuers will not, and will not permit their Subsidiaries to change their respective fiscal year.

8.23. Unconditional Purchase Obligations . The Issuers will not, and will not permit any other Issuer to, enter into or be a party to any contract for the purchase of materials, supplies or other property or services if such contract requires that payment be made by it regardless of whether delivery is ever made of such materials, supplies or other property or services.

8.24. Additional Covenants . In the event that additional covenants which are not included in the Senior Credit Agreement on the date hereof are, following the date hereof, added to the Senior Credit Agreement or incorporated in any loan or credit agreement which replaces or refinances the Senior Credit Agreement refinancing, such covenants shall be automatically deemed to have been added to this Agreement for the benefit of the Purchasers, and shall be incorporated by reference as if fully set forth, and the Purchasers shall be entitled to the benefit of any such incorporated covenants from and after such incorporation; provided that any such additional incorporated covenants that are financial covenants (e.g., performance or liquidity targets or leverage or coverage ratios) shall be deemed to be incorporated into this Agreement as adjusted such that the levels are 15% more lenient to the Issuers than the corresponding new covenant in the Senior Credit Agreement or such replacement or refinancing facility.

ARTICLE 9
NOTE FINANCIAL COVENANTS

The Issuers covenant and agree, for the benefit of the Purchasers, that so long as any Notes remain outstanding:

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

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Date		Maximum Leverage Ratio

Each of March 31, 2007, June 30, 2007 and September 30, 2007		6.55 to 1.00

December 31, 2007		5.50 to 1.0

March 31, 2008		5.25 to 1.0

June 30, 2008		5.0 to 1.0

September 30, 2008		4.75 to 1.0

December 31, 2008		4.40 to 1.0

Each of March 31, 2009 and every March 31, June 30, September 30 and December 31 thereafter		4.15 to 1.00

“Leverage Ratio” shall be calculated in the manner set forth in such definition in Appendix I .

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


Date		Minimum Fixed Charge Ratio

Each of March 31, 2007 and June 30, 2007		0.90 to 1.00

September 30, 2007		0.95 to 1.00

December 31, 2007		1.00 to 1.00

Each of March 31, 2008 and June 30, 2008		1.00 to 1.00

Each of September 30, 2008 and December 31, 2008		1.05 to 1.00

Each of March 31, 2009, June 30, 2009, September 30, 2009 and December 31, 2009		1.10 to 1.00

Each March 31 and June 30, September 30 and December 31 thereafter		1.15 to 1.00

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“Fixed Charge Coverage Ratio” shall be calculated in the manner set forth in such definition in Appendix I .

ARTICLE 10
EVENTS OF DEFAULT

If one or more of the following events (herein referred to as “ Events of Default ”) shall occur and be continuing:

10.1. Payment Default . The Issuers shall (x) fail to pay, (i) any principal of, or premium, if any, on the Notes when the same becomes due and payable, whether upon maturity, prepayment, acceleration or otherwise (including any Applicable Premium thereon), (ii) any interest on the Notes for a period of five consecutive Business Days after the same shall become due and payable or (iii) any other amount due hereunder within 30 days after demand therefor, (y) fail to prepay the Notes following receipt of a Change of Control Repurchase Notice as required under Section 3.2.3 or (z) fail to make any offer to purchase Notes or prepayment required under Section 3.2.4 when required to be made or to timely consummate any such accepted offer; or

10.2. Default Under Senior Indebtedness . (i) Any event of default shall have occurred and be continuing with respect to the Senior Indebtedness beyond any applicable notice, grace or cure period (which shall not exceed five (5) days) resulting from the failure of the Issuers to pay as and when due any regularly scheduled payment, of principal of or interest on such Senior Indebtedness to the extent the aggregate amount so not paid exceeds $100,000 (or $500,000 in the event of a prepayment required under Section 6.2.2(b) of the Senior Credit Agreement) and such event of default shall not have been irrevocably cured or irrevocably waived within thirty (30) days after the occurrence of such event of default, or (ii) any default or event of default shall have occurred with respect to the Senior Indebtedness beyond any applicable notice, grace or cure period or waiver or extension thereof which default results in the acceleration of the Senior Indebtedness; provided, that if, following any such event of default in respect of the Senior Indebtedness described in the foregoing clause (i) or any acceleration of the Senior Indebtedness described in the foregoing clause (ii), such event of default is irrevocably waived or otherwise irrevocably cured after the applicable thirty (30) day period or such acceleration is irrevocably rescinded, as the case may be, then, automatically, and without further action or notice, (x) the Event of Default previously arising hereunder as a result thereof shall be deemed waived and (y) any and all rights, remedies and actions exercised or taken by the Noteholders shall be rescinded and terminated if, with respect to this clause (y), the Noteholder’s entitlement to exercise such rights or take such actions is based solely on this Section 10.2; or

10.3. Default Under Other Indebtedness . Other than as set forth in Section 10.1 or 10.2 above, any default or event of default shall have occurred with respect to (x) any other item of

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Indebtedness of any Issuer or any Subsidiary (other than Senior Indebtedness) in excess of $500,000 beyond any applicable notice, grace or cure period or waiver or extension thereof which is either (i) a payment default or (ii) a non payment default resulting in the acceleration of such Indebtedness; or

10.4. Certain Covenants . The Issuer shall default in the performance or observance of any covenant contained in Sections 8 or 9 of this Agreement; or

10.5. Other Defaults . Any Issuer shall default in the performance or observance of any covenant, agreement or condition of this Agreement (other than those described or referred to in any other paragraph of this ARTICLE 10) and such default shall continue for more than 30 days after the first to occur of (i) the president, chief executive officer, chief financial officer, controller or other executive officer of any Issuer shall obtain actual knowledge of such default or (ii) receipt by any Issuer of written notice of such default from the Required Security Holders; or

10.6. Breach of Representations or Warranties . Any representation or warranty made by any Issuer in this Agreement or in any statement or certificate (other than budgets and projections) at any time given by it in writing pursuant hereto or in connection herewith or therewith shall (taken as a whole) be false or inaccurate in any material respect on the date as of when made; or

10.7. Involuntary Bankruptcy, Appointment of Receiver, etc . (a) A court having jurisdiction in the premises shall enter a decree or order for relief in respect of any Issuer or any Subsidiary in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect in the United States or any other jurisdiction, which decree or order is not stayed; or any other similar relief shall be granted and remain unstayed under any applicable law; or (b) an involuntary case is commenced against any Issuer or any of their Subsidiaries under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any Issuer or any of their Subsidiaries or over all or a substantial part of any of their respective properties, shall have been entered, or an interim receiver, trustee or other custodian of any Issuer or any of their Subsidiaries for all or a substantial part of their respective properties is involuntarily appointed; or a warrant of attachment, execution or similar process is issued against any substantial part of the property of any Issuer or any of their Subsidiaries, and the continuance of any such events in this clause (b) for 60 days unless dismissed, bonded, stayed, vacated or discharged; or

10.8. Voluntary Bankruptcy, Appointment of Receiver, etc . Any Issuer or any of their Subsidiaries shall have an order for relief entered with respect to it or commence a voluntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect in the United States or any other jurisdiction, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; the making by any Issuer or any of their Subsidiaries of any general assignment for the benefit of creditors; or

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the board of directors of any Issuer or any of their Subsidiaries (or any committee thereof) adopts any resolution or otherwise authorizes any action to approve any of the foregoing; or

10.9. Judgments and Attachments . One or more judgments or decrees shall be entered against any Issuer or any of their Subsidiaries involving a liability (to the extent not paid or covered by insurance) in excess of $500,000 for all such outstanding judgments and decrees and all such judgments or decrees shall not have been paid, vacated, discharged or stayed or bonded pending appeal within 60 days from the entry thereof,

THEN, (i) upon the occurrence and during the continuance of any Event of Default described in the foregoing Section 10.7 or 10.8 with respect to any Issuer or any of their Subsidiaries, the unpaid principal amount of all Notes, together with accrued interest thereon, and, as liquidated damages and not as a penalty, an amount equal to the Applicable Premium, shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Issuers, and (ii) upon the occurrence and during the continuance of any other Event of Default, 45% of the Security Holders (the “ Declaring Security Holders ”) may, upon written notice to the Issuers, declare the Notes held by such Declaring Security Holders to be due and payable, whereupon the principal amount of such Notes, together with accrued interest thereon, and as liquidated damages and not as a penalty, an amount equal to the Applicable Premium then in effect, shall automatically become immediately due and payable, without any other notice of any kind, and without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Issuers; provided , however , that if the principal of, premium, if any, and interest on such Notes due otherwise than by such declaration plus any expenses due and payable hereunder have been paid in full, and any and all Defaults (other than the nonpayment of principal and interest on the Notes that shall have become due by such declaration; provided, for the avoidance of doubt, that the nonpayment of principal and interest due on account of an Event of Default described in Section 10.1 (y) or (z) may be waived by the Required Security Holders) shall have been remedied or waived, the Declaring Security Holders may (and if such Defaults arise solely on account of an acceleration of Senior Indebtedness which has been rescinded, shall) waive all Defaults and rescind and annul any such declaration and consequences.

ARTICLE 11
GUARANTEE

11.1. Guarantee of Note Obligations . Each Issuer and Guarantor unconditionally guarantees that the Note Obligations will be performed and paid in full in cash when due and payable, whether at the stated or accelerated maturity thereof or otherwise, this guarantee being a guarantee of payment and not of collectability and being absolute and in no way conditional or contingent (the “ Guarantee ”). In the event any part of the Note Obligations shall not have been so paid in full when due and payable, each Guarantor will, immediately upon notice by the Required Security Holders or, without notice, immediately upon the occurrence of an Event of Default under Section 10.7 or Section 10.8, pay or cause to be paid to each Noteholder such Noteholder’s proportionate share of such Note Obligations which are then due and payable and unpaid. The obligations of each Guarantor hereunder shall not be affected by the invalidity, unenforceability or irrecoverability of any of the Note Obligations as against the Issuers, any other guarantor thereof or any other Person. For purposes hereof, the Note Obligations shall be

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due and payable when and as the same shall be due and payable under the terms of this Agreement or any other Securities Document notwithstanding the fact that the collection or enforcement thereof may be stayed or enjoined under the Bankruptcy Code or other applicable law. The guarantees provided for in this Section 11 are subordinate in right of payment to the Senior Indebtedness in the manner and to the extent set forth in the Subordination Agreement.

11.2. Continuing Obligation . Each Guarantor acknowledges that the Purchasers have entered into this Agreement (and, to the extent that the Purchasers may enter into any future Securities Document, will have entered into such agreement) in reliance on this Section 11 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when all of the Note Obligations have been paid in full in cash and discharged; provided , however , that:

11.2.1. if a claim is made upon the Noteholders at any time for repayment or recovery of any amounts or any property received by the Noteholders from any source on account of any of the Note Obligations and the Noteholders repay or return any amounts or property so received (including interest thereon to the extent required to be paid by the Noteholders), or

11.2.2. if the Noteholders become liable for any part of such claim by reason of (i) any judgment or order of any court or administrative authority having competent jurisdiction, or (ii) any settlement or compromise of any such claim,

then the Guarantors shall remain liable under this Agreement for the amounts so repaid or property so returned or the amounts for which the Noteholders become liable (such amounts being deemed part of the Note Obligations) to the same extent as if such amounts or property had never been received by the Noteholders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Note Obligations. Not later than five days after receipt of notice from the Required Security Holders, the Guarantors shall pay to each Noteholder, an amount equal to the amount of such repayment or return for which each such Noteholder has so become liable. Payments hereunder by a Guarantor may be required by the Noteholders on any number of occasions.

11.3. Waivers with Respect to Note Obligations . Except to the extent expressly required by this Agreement or any other Securities Document, each Guarantor waives, to the fullest extent permitted by the provisions of applicable law, all of the following (including all defenses, counterclaims and other rights of any nature based upon any of the following):

11.3.1. presentment, demand for payment and protest of nonpayment of any of the Note Obligations, and notice of protest, dishonor or nonperformance;

11.3.2. notice of acceptance of this guarantee and notice that the Notes have been sold by the Issuers hereunder in reliance on such Guarantor’s guarantee of the Note Obligations;

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11.3.3. notice of any Default or of any inability to enforce performance of the obligations of the Issuers or any other Person with respect to any Securities Document or notice of any acceleration of maturity of any Note Obligations;

11.3.4. demand for performance or observance of, and any enforcement of any provision of this Agreement, the Note Obligations or any other Securities Document or any pursuit or exhaustion of rights or remedies against the Issuers or any other Person in respect of the Note Obligations or any requirement of diligence or promptness on the part of any Noteholder in connection with any of the foregoing;

11.3.5. any act or omission on the part of any Noteholder which may impair or prejudice the rights of such Guarantor, including rights to obtain subrogation, exoneration, contribution, indemnification or any other reimbursement from the Issuers or any other Person, or otherwise operate as a deemed release or discharge;

11.3.6. any statute of limitations or any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than the obligation of the principal;

11.3.7. any “single action” or “antideficiency” law which would otherwise prevent any Noteholder from bringing any action;

11.3.8. all demands and notices of every kind with respect to the foregoing; and

11.3.9. to the extent not referred to above, all defenses (other than payment) which the Issuers may now or hereafter have to the payment of the Note Obligations, together with all suretyship defenses, which could otherwise be asserted by such Guarantor.

Each Guarantor represents that it has obtained the advice of counsel as to the extent to which suretyship and other defenses may be available to it with respect to its obligations hereunder in the absence of the waivers contained in this Section 11.3.

No delay or omission on the part of any of the Noteholders in exercising any right under any Securities Document or under any other guarantee of the Note Obligations shall operate as a waiver or relinquishment of such right. No action which the Noteholders or the Issuers or any other Guarantor may take or refrain from taking with respect to the Note Obligations shall affect the provisions of this Agreement or the obligations of each Guarantor hereunder. None of the Noteholders’ rights shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuers or any Guarantor, or by any noncompliance by the Issuers or any Guarantor with any Securities Document, regardless of any knowledge thereof which any Noteholder may have or otherwise be charged with.

11.4. Noteholders’ Power to Waive, etc . Notwithstanding anything to the contrary herein, with respect to this ARTICLE 11, each Guarantor grants to each of the Noteholders full power in their discretion, without notice to or consent of such Guarantor, such notice and consent being expressly waived to the fullest extent permitted by applicable law, and without in any way affecting the liability of such Guarantor under its guarantee hereunder:

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11.4.1. To waive compliance with, and any Default under, and to consent to any amendment to or modification or termination of any provision of, or to give any waiver in respect of, this Agreement, any other Securities Document, the Note Obligations or any guarantee thereof (each as from time to time in effect);

11.4.2. To grant any extensions of the Note Obligations (for any duration), and any other indulgence with respect thereto, and to effect any total or partial release (by operation of law or otherwise), discharge, compromise or settlement with respect to the obligations of the Issuers or any other Person in respect of the Note Obligations, whether or not rights against such Guarantor under this Agreement are reserved in connection therewith;

11.4.3. To collect or liquidate or realize upon any of the Note Obligations in any manner or to refrain from collecting or liquidating or realizing upon any of the Note Obligations; and

11.4.4. To extend additional credit, if any, under this Agreement, any other Securities Document or otherwise in such amount as the Noteholders may determine, including increasing the amount of credit and the interest rate and fees with respect thereto, even though the condition of the Issuers may have deteriorated since the date hereof.

11.5. Information Regarding the Issuers, etc . Each Guarantor has made such investigation as it deems desirable of the risks undertaken by it in entering into this Agreement and is fully satisfied that it understands all such risks. Each Guarantor waives any obligation which may now or hereafter exist on the part of any Noteholder to inform it of the risks being undertaken by entering into this Agreement or of any changes in such risks and, from and after the date hereof, each Guarantor undertakes to keep itself informed of such risks and any changes therein. Each Guarantor expressly waives any duty which may now or hereafter exist on the part of any Noteholder to disclose to such Guarantor any matter related to the business, operations, character, collateral, credit, condition (financial or otherwise), income or prospects of the Issuers and its Affiliates or their properties or management, whether now or hereafter known by any Noteholder. Each Guarantor represents, warrants and agrees that it assumes sole responsibility for obtaining from the Issuers all information concerning this Agreement and all other Securities Documents and all other information as to the Issuers and its Affiliates or their properties or management as such Guarantor deems necessary or desirable.

11.6. Certain Guarantor Representations . Each Guarantor represents that:

11.6.1. it is in its best interest and in pursuit of the purposes for which it was organized as an integral part of the business conducted and proposed to be conducted by the Issuers and their Subsidiaries, and reasonably necessary and convenient in connection with the conduct of the business conducted and proposed to be conducted by them, to induce the Purchasers to enter into this Agreement and to purchase the Notes from the Issuers by making the Guarantee contemplated by this ARTICLE 11.

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11.6.2. the proceeds from the sale of the Notes will directly or indirectly inure to its benefit;

11.6.3. by virtue of the foregoing it is receiving at least reasonably equivalent value from the Purchasers for its Guarantee;

11.6.4. it will not be rendered insolvent as a result of entering into this Agreement after taking into account its respective contribution rights under Section 11.9;

11.6.5. after giving effect to the transactions contemplated by this Agreement and the other Securities Documents, it will have assets having a fair saleable value in excess of the amount required to pay its probable liability on its existing debts as such debts become absolute and matured;

11.6.6. it has, and will have, access to adequate capital for the conduct of its business;

11.6.7. it has the ability to pay its debts from time to time incurred in connection therewith as such debts mature; and

11.6.8. it has been advised by the Purchasers that the Purchasers are unwilling to enter into this Agreement unless the Guarantee contemplated by this ARTICLE 11 is given by it.

11.7. Subrogation . Each Guarantor agrees that, until the Note Obligations are paid in full, it will not exercise any right of reimbursement, subrogation, contribution, offset or other claims against the Issuers or any other Guarantor arising by contract or operation of law in connection with any payment made or required to be made by such Guarantor under this Agreement or any other Securities Document. After the payment in full of the Note Obligations (other than contingent indemnity obligations), each Guarantor shall be entitled to exercise against the Issuers and the other Guarantors all such rights of reimbursement, subrogation, contribution and offset, and all such other claims, to the fullest extent permitted by law, provided that , any of the foregoing to the contrary notwithstanding, Parent shall not have the right of subrogation and effective upon any sale, registration, assignment or transfer of or foreclosure on, or any other disposition or remedial action in respect of, any equity interests of the Issuers or any other Subsidiary of the Issuers by the Agent or any lender pursuant to the Senior Credit Documents and/or applicable law, all such rights and claims of reimbursement, subrogation, contribution, and offset and other such claims against the Issuers and their Subsidiaries shall be, and hereby are, forever extinguished and indefeasibly waived (except as such waiver is prohibited by applicable law) and released by the Guarantor. In the event of the bankruptcy or insolvency of the Issuers the Noteholders shall be entitled notwithstanding the foregoing, to file in the name of the Guarantor or in its own name a claim for any and all indebtedness owing to the Guarantor by the Issuers and to apply the proceeds of any such claim to the Note Obligations.

11.8. Subordination . Each Guarantor covenants and agrees that all Indebtedness, claims and liabilities now or hereafter owing by the Issuers or any other Guarantor to such Guarantor, whether arising hereunder or otherwise, are subordinated to the prior payment in full of the Note Obligations and are so subordinated as a claim against the Issuers or such Guarantor

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or any of its assets, whether such claim be in the ordinary course of business or in the event of voluntary or involuntary liquidation, dissolution, insolvency or bankruptcy, so that no payment with respect to any such Indebtedness, claim or liability will be made or received while any Event of Default exists. If, notwithstanding the foregoing, any payment with respect to any such Indebtedness, claim or liability is received by any Guarantor in contravention of this Agreement, such payment shall be held in trust for the benefit of the Noteholders and promptly turned over to them in the original form received by such Guarantor.

11.9. Contribution Among Guarantors . The Guarantors agree that, as among themselves in their capacity as guarantors of the Note Obligations, the ultimate responsibility for repayment of the Note Obligations, in the event that the Issuers fails to pay when due its Note Obligations, shall be equitably apportioned, to the extent consistent with the Securities Documents, among the respective Guarantors (a) in the proportion that each, in its capacity as a guarantor, has benefited from the proceeds resulting from the sale of the Notes by the Issuers under this Agreement, or (b) if such equitable apportionment cannot reasonably be determined or agreed upon among the affected Guarantors, in proportion to their respective net worths determined on or about the date hereof (or such later date as such Guarantor becomes party hereto). In the event that any Guarantor, in its capacity as a guarantor, pays an amount with respect to the Note Obligations in excess of its proportionate share as set forth in this Section 11.9 each other Guarantor shall, to the extent consistent with the Securities Documents, make a contribution payment to such Guarantor in an amount such that the aggregate amount paid by each Guarantor reflects its proportionate share of the Note Obligations. In the event of any default by any Guarantor under this Section 11.9 each other Guarantor will bear, to the extent consistent with the Securities Documents, its proportionate share of the defaulting Guarantor’s obligation under this Section 11.9. This Section 11.9 is intended to set forth only the rights and obligations of the Guarantors among themselves and shall not in any way affect the obligations of any Guarantor to any Noteholder under the Securities Documents (which obligations shall at all times constitute the joint and several obligations of all the Guarantors).

ARTICLE 12
RESTRICTIONS ON TRANSFER; LEGENDS

12.1. Assignments .

12.1.1. Permitted Assignments; Right of First Offer

12.1.1.1. Subject to the provisions of Section 12.1.1.2. and 12.1.2 below and the terms of the Subordination Agreement, the Purchasers may sell, assign, transfer or negotiate all or any part of their Notes, provided that upon the reasonable request of the Issuers (other than with respect to transfers or assignments to (a) an Affiliate of a Purchaser or other holder of a Note, (b) a trust or other securitization or financing vehicle of any Purchaser or other holder of a Note, (c) a successor to such trust’s or securitization vehicle’s rights and interests in and to any Note, (d) in a Financing Conveyance, or (e) during the occurrence and continuance of a Default or Event of Default), the Purchasers shall deliver an opinion in customary form to the effect that such transfer of Notes is in

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compliance with applicable United States federal and state securities laws; and provided , further , that any such transfer, assignment, transfer or negotiation to a Person who is not (i) any Purchaser, (ii) an Affiliate of any Purchaser or (iii) a fund managed by the same adviser as manages any Purchaser or by an Affiliate of any such investment adviser shall be in a minimum aggregate principal amount or initial purchase price, as applicable, of $100,000, or, if less, the amount of the remaining Notes held by such assigning Purchaser. In the case of any sale, assignment, transfer or negotiation of all or part of the Notes authorized under this Section 12.1, the assignee, transferee or recipient shall have, to the extent of such sale, assignment, transfer or negotiation, the same rights, benefits and obligations as it would if it were a Purchaser with respect to such Notes evidenced thereby.

12.1.1.2. In connection with a proposed sale by a selling Purchaser (other than with respect to sales, transfers or assignments to (a) an Affiliate of a Purchaser or other holder of a Note, (b) a trust or other securitization or financing vehicle of any Purchaser or other holder of a Note, (c) a successor to such trust’s or securitization vehicle’s rights and interests in and to any Note, or (d) in a Financing Conveyance), the other Purchasers shall have a right of first offer with respect to any such sale, and the selling Purchaser shall provide the other Purchasers (who are not Affiliates of the selling Purchaser) with adequate notice (but in any event no less than 15 days) of such proposed sale and all information necessary for the other Purchasers to determine whether or not, in their sole discretion, they will purchase such securities on the proposed terms. If more than one Purchaser elects to purchase such debt securities, the debt securities to be issued shall be allocated among such Purchasers pro rata according to the aggregate principal amount of Notes then held by each such Purchaser. If any Purchasers decline to purchase such debt securities, their pro rata portion shall be allocated pro rata to the Purchasers who have elected to purchase such debt securities. If the Purchasers decline to purchase such securities, such securities may not be issued on terms more favorable to the proposed investor(s) than the terms described to the Purchasers without providing the Purchasers with another opportunity to purchase such securities on such more favorable terms.

12.1.2. So long as no Event of Default has occurred and is continuing, no Security Holder shall transfer any Security to any Person that directly engages in the trucking or trucking logistics business (each a “ Competitor ”) without the prior written consent of the Issuers in its sole discretion; provided that nothing contained herein shall be construed so as to require any Security Holder transferring its Notes to any trust, private equity fund or financial institution to obtain the written consent of the Issuers. If an Event of Default has occurred and is continuing, no Security Holder shall transfer any Security to a Competitor unless such Security Holder provides written notice to the Issuers of such Security Holder’s intent to transfer such Notes and the minimum price at which such Notes are intended to be transferred (a “ Transfer Notice ”). For a period of 10 days after delivery of the Transfer Notice, by delivery of written notice thereof to such Security Holder, the Issuers shall have the right to find a willing and able buyer to purchase such Notes at such price in cash, provided that such buyer consummates the purchase of such Notes within 15 days after delivery of the Transfer Notice. If the Issuers fails to produce

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such a willing and able buyer within such 10 day period, the Security Holder shall be free to transfer such Notes to a Competitor without restriction but at a price not less than the minimum price set forth in the Transfer Notice.

12.1.3. The Issuers shall keep at its principal office, or the principal office of its counsel, a register in which the Issuers shall provide for the registration of the Notes and the transfer of the same shall be provided. Upon surrender for registration of transfer of any Notes in accordance with Section 12.1 at the principal office of any Issuer, the applicable Issuer shall, at its expense, promptly execute and deliver one or more new Notes, as applicable, of like tenor and of a like principal amount, registered in the name of such transferee or transferees and, in the case of a transfer in part, a new Security in the appropriate amount registered in the names of such transferor. While the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the applicable Issuer shall provide the Purchasers with the information specified in, and meeting the requirements of Rule 144A(d)(4) under the Securities Act in connection with any proposed transfer.

12.2. Restrictive Notes Legend . Each Note shall bear a legend in substantially the following form:

“THIS NOTE WAS ISSUED IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH REGISTRATION UNDER THE ACT IS NOT REQUIRED AND (II) EXCEPT IN COMPLIANCE WITH SECTION 12.1 OF THAT CERTAIN NOTES PURCHASE AGREEMENT DATED AS OF MARCH 14, 2007, AMONG THE ISSUERS, ITS GUARANTORS AND THE PURCHASERS (AS DEFINED THEREIN).”

12.3. Termination of Restrictions . The restrictions imposed by Section 12.2 hereof upon the transferability of the Notes shall cease and terminate as to any particular Notes (i) upon delivery to the applicable Issuer of an opinion reasonably acceptable to it from Ropes & Gray LLP or Weil, Gotshal & Manges LLP, or other counsel reasonably acceptable to such Issuer, that such restrictions are no longer required in order to assure compliance with the Securities Act and any other applicable securities laws or (ii) when such Notes shall have been registered under the Securities Act or transferred pursuant to Rule 144 thereunder. Whenever such restrictions shall cease and terminate as to any Notes or such Notes shall be transferable under paragraph (k) of Rule 144, the holder thereof shall be entitled to receive from the applicable Issuer, without expense, replacement Notes, as applicable, not bearing the legend set forth in Section 12.2 hereof.

12.4. Other Note Legends . Each Note shall bear legends in substantially the following form:

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“THIS NOTE BEARS ORIGINAL ISSUE DISCOUNT. UPON WRITTEN REQUEST TO ROADRUNNER DAWES FREIGHT SYSTEMS, INC. AND SARGENT TRANSPORTATION, LLC, 4900 SOUTH PENNSYLVANIA AVE., CUDAHY, WI 53110, ATTENTION: CFO, INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY WILL BE MADE AVAILABLE.”

“THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, THE “SUBORDINATION AGREEMENT”), DATED AS OF MARCH 14, 2007, AMONG ROADRUNNER DAWES FREIGHT SYSTEMS, INC. AND SARGENT TRUCKING, INC., BIG ROCK TRANSPORTATION, INC., MIDWEST CARRIERS, INC., SMITH TRUCK BROKERS, INC. AND B&J TRANSPORTATION, INC., AS BORROWERS, ROADRUNNER DAWES, INC. AND SARGENT TRANSPORTATION, LLC, (AS AN ADDITIONAL OBLIGORS); SANKATY CREDIT OPPORTUNITIES, L.P., SANKATY CREDIT OPPORTUNITIES II, L.P., RGIP, LLC, AND AMERICAN CAPITAL STRATEGIES, LTD., AS THE SUBORDINATED CREDITORS, AND LASALLE BANK N. A., AS THE AGENT TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT), AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.”

ARTICLE 13
MISCELLANEOUS

13.1. Expenses . Whether or not the transactions contemplated hereby shall be consummated, the Issuers agree to promptly pay all the actual and reasonable out-of-pocket costs and expenses incurred by the Purchasers in connection with the due diligence review conducted by the Purchasers, relating to the transactions contemplated hereby, the negotiation, review and execution of the Documents and other documents related to the transactions contemplated hereby and the Closing (including the reasonable costs and expenses of the Purchasers’ agents and representatives performing aspects of each of the foregoing, including, without limitation, Ropes & Gray LLP and Weil, Gotshal & Manges LLP). In addition, the Issuers agree to promptly pay in full (without any limitation as to amount) (i) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) incurred by the Noteholders in connection with any proposed waiver or amendment of any Document, whether or not effected, (ii) following the occurrence and during the continuance of an Event of Default, all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) incurred by the Noteholders in enforcing any obligations of or in collecting any payments due hereunder or under the Notes by reason of such Event of Default and (iii) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) incurred by the Noteholders in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a workout, or any insolvency or bankruptcy proceedings; provided that, in the case of each such event, the Noteholders shall only be entitled to payment of the fees, expenses and

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disbursements of a single outside counsel for each of ACAS and Sankaty, in addition to any local counsel and other professionals.

13.2. Indemnity . In addition to the payment of expenses pursuant to Section 13.1, whether or not the transactions contemplated hereby shall be consummated, each Issuer (as “ Indemnitor ”) agrees to indemnify, pay and hold the Purchasers, and the officers, directors, partners, managers, members, employees, agents, and Affiliates of the Purchasers (collectively called the “ Indemnitees ”) harmless from and against any and all other liabilities, costs, expenses, obligations, losses, damages, penalties, actions, judgments, suits, claims and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees) in connection with any investigative, administrative or judicial proceeding commenced or threatened (excluding claims among Indemnitees and, with the exception of claims arising out of otherwise indemnifiable matters ( e.g. , actions to enforce the indemnification rights provided hereunder), excluding claims between an Issuer and an Indemnitee), whether or not such Indemnitee shall be designated a party thereto, which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement, the Notes, the Documents or the other documents related to the transactions contemplated hereby, the Purchasers’ agreement to purchase the Notes or the use or intended use of the proceeds of any of the proceeds thereof to the Issuers (the “ Indemnified Liabilities ”); provided , that the Indemnitor shall not have any obligation to an Indemnitee hereunder with respect to an Indemnified Liability to the extent that such Indemnified Liability arises from the gross negligence, bad faith or willful misconduct of that Indemnitee. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided , that any failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is materially prejudiced thereby. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the appropriate Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the circumstances involving such claim and without any admission as to culpability or fault of such Indemnitee) so long as in any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided , that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided further , that with respect to any claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 13.2 that is effected without its prior written consent, which consent shall not be unreasonably withheld. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 13.2 may be unenforceable because it is violative of any law or public policy, each Issuer shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.

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13.3. Right of First Offer . The Issuers hereby agree that, at any time, when any Notes remain outstanding, if any Issuer or any of their Subsidiaries determines to issue debt securities junior in right of payment to the Senior Indebtedness, the Purchasers shall have a right of first offer with respect to such issuance, and the applicable Issuer shall provide the Purchasers with adequate notice (but in any event no less than 15 days) of such issuance and all information necessary for the Purchasers to determine whether or not, in their sole discretion, they will purchase such securities on the proposed terms. If more than one Purchaser elects to purchase such debt securities, the debt securities to be issued shall be allocated among such Purchasers pro rata according to the aggregate principal amount of Notes then held by each such Purchaser. If any Purchasers decline to purchase such debt securities, their pro rata portion shall be allocated pro rata to the Purchasers who have elected to purchase such debt securities. If the Purchasers decline to purchase such securities, such securities may not be issued on terms more favorable to the proposed investor(s) than the terms described to the Purchasers without providing the Purchasers with another opportunity to purchase such securities on such more favorable terms.

13.4. Amendments and Waivers . Subject to those restrictions contained in the Subordination Agreement, no amendment, modification, termination or waiver of any provision of this Agreement, shall in any event be effective without the written consent of the Required Security Holders and the Issuers; provided , that no amendment, modification, waiver or consent shall, unless in writing and signed by each Noteholder affected thereby, do any of the following: (a) extend the maturity or time of, or right to receive, payment of principal of, or premium, if any, or interest on, any Note (other than as a result of waiving a prepayment required under Section 3.2.3 or 3.2.4 or a Default or Event of Default giving rise to a right of acceleration, which shall each be by written consent of the Required Security Holders); or (b) reduce the rate of interest or the principal amount of any of the Notes or increase the relative amount of interest which the Issuers may pay through capitalizing the same; or (c) impair or affect the right of any Noteholder to institute suit for enforcement of any such payment to which such Noteholder is entitled pursuant to this Agreement; or (d) alter the percentage of Noteholders necessary to modify or take action under this Agreement; or (e) amend this Section 13.4. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Issuers in any case shall entitle the Issuers to any further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 13.4 shall be binding upon each holder of the Notes at the time outstanding and each future holder thereof.

13.5. Independence of Covenants . All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitation of, another covenant shall not avoid the occurrence of a breach or an Event of Default or Default if such action is taken or condition exists.

13.6. Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and delivered personally or sent via a nationally recognized overnight courier. Such notices, demands and other communications will be delivered or sent to the address indicated below:

If to the Issuers:

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Sargent Transportation, LLC
Roadrunner Dawes Freight Systems, Inc.
Roadrunner Dawes, Inc.
4900 South Pennsylvania Avenue
Cudahy, WI 53110
Phone: 414-615-1648
Fax: 414-486-0093
Attention: Peter Armbruster, Chief Financial Officer

with a copy to:

Thayer Capital Partners
1455 Pennsylvania Avenue, N.W.
Suite 350
Washington, DC 20004
Attention: Scott Rued
Phone: 202-371-1050
Fax: 202-371-0391

and with a copy to:

Greenberg Traurig, LLP
2375 E. Camelback Road
Suite 700
Phoenix, AZ 85016
Phone: 602-445-8306
Fax: 602-445-8100
Attention: Bruce E. Macdonough, Esq.

If to Purchasers, to the address
set forth in Schedule I

With a copy to:

Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
Phone: (617) 951-7000
Fax: (617) 951-7050
Attention: David A. McKay, Esq.

and to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue

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New York, New York 10153
Fax: (212) 310-8127
Attention: Christopher Aidun, Esq.

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party in accordance with this Section 14.6. Any such communication shall be deemed to have been received when actually delivered or refused.

13.7. Survival of Warranties and Certain Agreements .

13.7.1. Any liability of any Issuer for any breach of, or inaccuracy in, the representations and warranties made by it herein shall survive the execution and delivery of this Agreement and the sale and delivery of the Notes hereunder, including the execution and delivery of the Notes, and shall continue until no Notes remain outstanding; provided , that if all or any part of any payment for the Notes is set aside, the Issuers shall remain liable for any breach of, or inaccuracy in, the representations and warranties made by it herein as if no such payment had been made.

13.7.2. Any liability of the Issuers for any breach of or default in the performance of the agreements made by it herein shall survive the execution and delivery of this Agreement and the sale and delivery of the Notes hereunder, including the execution and delivery of the Notes, and shall continue until no Notes remain outstanding; provided, that if all or part of any payment for the Notes is set aside, the Issuers shall remain liable for any breach of or default in the performance of such agreements.

13.7.3. Notwithstanding anything in this Agreement or implied by law to the contrary, the agreements of the Issuer set forth in Sections 13.1 and 13.2 shall survive the payment of the Notes, the redemption, cancellation or exchange of the Notes and the termination of this Agreement.

13.7.4. Any liability of any Purchaser for any breach of, or inaccuracy in, the representations and warranties made by it herein shall survive the execution and delivery of this Agreement and the sale and delivery of the Notes hereunder, including the execution and delivery of the Notes, and shall continue until no Notes remain outstanding

13.8. Failure or Indulgence Not Waiver; Remedies Cumulative . No failure or delay on the part of any Purchaser in the exercise of any power, right or privilege hereunder or under the Notes shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing under this Agreement or the Notes are cumulative to and not exclusive of, any rights or remedies otherwise available.

13.9. Severability . If and to the extent that any provision in this Agreement or the Notes shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions of this Agreement, the Notes or of the other obligations of the Issuers under any of such provisions, or of such provision or obligation in any

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other jurisdiction, or of such provision to the extent not invalid, illegal or unenforceable shall not in any way be affected or impaired thereby.

13.10. Heading . Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

13.11. Applicable Law . This Agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of The Commonwealth of Massachusetts, without regard to the principles of conflicts of laws.

13.12. Successors and Assigns; Subsequent Holders . This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the permitted successors and assigns of the Purchasers. The terms and provisions of this Agreement and all certificates delivered pursuant hereto shall inure to the benefit of any assignee or transferee of the Notes, to the extent the assignment is permitted hereunder, and in the event of such transfer or assignment, the rights and privileges herein conferred upon the Purchasers shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. The Issuers’ respective rights or any interest therein or hereunder may not be assigned without the written consent of the holders of a majority of the Notes affected thereby.

13.13. Consent to Jurisdiction and Service of Process . All judicial proceedings brought against any Issuer, with respect to this Agreement or any Notes may be brought in any state or federal court of competent jurisdiction in The Commonwealth of Massachusetts and by execution and delivery of this Agreement each Issuer accepts for itself and in connection with its properties, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement subject, however, to rights of appeal. Each Issuer hereby agrees that service upon it in the manner provided for the giving of notices in Section 13.6 shall constitute sufficient notice. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Purchaser to bring proceedings against any Issuer in the courts of any other jurisdiction.

13.14. Waiver of Jury Trial . Each Issuer hereby waives, to the full extent permitted by applicable law, trial by jury in any litigation in any court with respect to, in connection with, or arising out of this Agreement or any other Securities Document or the validity, protection, interpretation, collection or enforcement thereof. Notwithstanding anything contained in this Agreement to the contrary, no claim may be made by any Issuer against any Purchaser for any lost profits or any special, indirect or consequential damages in respect of any breach or wrongful conduct (other than willful misconduct constituting actual fraud) in connection with, arising out of or in any way related to the transactions contemplated hereunder or under the other Securities Documents, or any act, omission or event occurring in connection therewith. Each Issuer hereby waives, releases and agrees not to sue upon any such claim for any such damages. Each Issuer agrees that this Section 13.14 is a specific and material aspect of this Agreement and acknowledges that the Purchasers would not extend to the Issuer any monies hereunder if this Section 13.14 were not part of this Agreement.

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13.15. Counterparts; Effectiveness . This Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.

13.16. Confidentiality . Each Purchaser agrees to keep confidential (and to cause its respective officers, directors, employees, agents and representatives to keep confidential) all information, materials and documents concerning the business of the Parent and its Subsidiaries furnished to such Purchaser by the Parent or its Subsidiaries or on its behalf pursuant to this Agreement (the “ Information ”). Notwithstanding the foregoing, any Purchaser shall be permitted to disclose Information (i) to its officers, managers, members, partners, directors, employees, agents and representatives provided that such Information shall remain confidential; (ii) to the extent required by applicable laws and regulations or by any subpoena or similar legal process, or to the extent requested by any governmental agency or authority in which event such Purchaser agrees to provide notice thereof to the Issuers; (iii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Agreement, (B) becomes available to such Purchaser on a non-confidential basis from a source other than the Parent or its Subsidiaries other than from a third party which the Purchaser is aware is breaching its confidentiality obligations to the Issuers or (C) was available to the Purchaser on a non-confidential basis prior to its disclosure to the Purchaser by the Parent or its Subsidiaries; (iv) to the extent the Parent or its Subsidiaries shall have consented to such disclosure in writing; (v) in connection with the assignment of any Notes provided that the recipient of Information agrees to maintain the confidentiality of the Information; (vi) to its respective investors or lenders in connection with any reporting performed by such Purchaser to any such Persons provided that the recipient of Information agrees to maintain the confidentiality of the Information; or (vii) in connection with the exercise of its rights and remedies under the Securities Documents. Notwithstanding anything else in this Agreement, or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, each party (and its representatives, agents and employees) may consult any tax advisor regarding the tax treatment and tax structure of the transaction and may disclose to any Person, without limitation, the tax treatment and tax structure of the transaction and all materials (including opinions or other tax analyses) that are provided relating to such treatment or structure.

13.17. Entirety . This Agreement and the other Documents embody the entire agreement among the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof and thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the respective duly authorized officers of the undersigned and by the undersigned as of the date first written above.


	*ISSUERS:* ROADRUNNER DAWES FREIGHT SYSTEMS, INC.
	By:	/s/ Daniel Moorse
		Name:
		Title:

	SARGENT TRUCKING, INC.
	By:	/s/ Daniel Moorse
		Name:
		Title:

	BIG ROCK TRANSPORTATION, INC.
	By:	/s/ Daniel Moorse
		Name:
		Title:

	MIDWEST CARRIERS, INC.
	By:	/s/ Daniel Moorse
		Name:
		Title:

	SMITH TRUCK BROKERS, INC.
	By:	/s/ Daniel Moorse
		Name:
		Title:


	B&J TRANSPORTATION, INC.
	By:	/s/ Daniel Moorse
		Name:
		Title:

	*GUARANTORS:* ROADRUNNER DAWES, INC.
	By:	/s/ Daniel Moorse
		Name:
		Title:

	SARGENT TRANSPORTATION, LLC.
	By:	/s/ Daniel Moorse
		Name:
		Title:


PURCHASERS : SANKATY CREDIT OPPORTUNITIES, L.P.
By:	/s/ Stuart Davies
	Name:	Stuart Davies
	Title:	Managing Director

SANKATY CREDIT OPPORTUNITIES II, L.P.
By:	/s/ Stuart Davies
	Name:	Stuart Davies
	Title:	Managing Director

RGIP, LLC

By:	/s/ Alfred O. Rose
	Name:	Alfred O. Rose
	Title:	Managing Member


AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Jon D. Isaacson
	Name:	Jon Isaacson
	Title:	Senior Vice President

Exhibit 10.3

STOCK PURCHASE AGREEMENT

BY AND AMONG

SARGENT TRUCKING, INC.

BIG ROCK TRANSPORTATION, INC.

MIDWEST CARRIERS, INC.

SMITH TRUCK BROKERS, INC.

B & J TRANSPORTATION, INC.

THE SELLERS LISTED HEREIN

AND

SARGENT TRANSPORTATION GROUP, INC.

DATED AS OF OCTOBER 4, 2006

TABLE OF CONTENTS


		Page

*ARTICLE I PURCHASE AND SALE OF STOCK*			1
1.1	Stock Purchase		1
1.2	Purchase Price		1
1.3	Closing Transactions		1
1.4	Contingent Payments		3
1.5	Payment and Cancellation of Certain Accounts		5

*ARTICLE II [RESERVED]*			6

*ARTICLE III [RESERVED]*			6

*ARTICLE IV REPRESENTATIONS AND WARRANTIES CONCERNING THE ACQUIRED ENTITIES*			6
4.1	Organization		6
4.2	Authorization		6
4.3	Capitalization		7
4.4	Subsidiaries		7
4.5	Absence of Conflicts		7
4.6	Financial Statements		7
4.7	Absence of Undisclosed Liabilities		8
4.8	Absence of Certain Developments		8
4.9	Real and Personal Property		9
4.10	Accounts Receivable		10
4.11	Taxes		11
4.12	Contracts and Commitments		12
4.13	Proprietary Rights		14
4.14	Litigation; Proceedings		15
4.15	Brokerage		15
4.16	Permits		15
4.17	Employee Benefit Plans		15
4.18	Insurance		17
4.19	Officers and Directors; Bank Accounts		17
4.20	Affiliate Transactions		17
4.21	Compliance with Laws		17
4.22	Environmental and Safety Matters		17
4.23	[Reserved]		19
4.24	Employees		19
4.25	Powers of Attorney		19
4.26	Indebtedness		20
4.27	Customers and Suppliers		20
4.28	Cash		20

*ARTICLE V REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLERS*			20
5.1	Residency		21
5.2	Authorization		21
5.3	Absence of Conflicts		21
5.4	Brokerage		21
5.5	Securities		21


		Page

5.6	Litigation		21

*ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER*			22
6.1	Organization		22
6.2	Authorization		22
6.3	Absence of Conflicts		22
6.4	Litigation		22
6.5	Brokerage		22
6.6	Securities Matters		22

*ARTICLE VII [Reserved]*			23

*ARTICLE VIII INDEMNIFICATION AND RELATED MATTERS*			23
8.1	Survival		23
8.2	Indemnification		23
8.3	[Reserved]		27
8.4	Exclusive Remedy		27
8.5	Limitation on Special or Punitive Damages		27
8.6	Subrogation		28
8.7	Indemnity Payments as Purchase Price Adjustments		28

*ARTICLE IX ADDITIONAL AGREEMENTS*			28
9.1	Tax Matters		28
9.2	Press Releases and Announcements		30
9.3	Further Transfers		30
9.4	Specific Performance		30
9.5	Investigation and Confidentiality		30
9.6	Expenses		31
9.7	Submission to Jurisdiction; Waiver of Jury Trial		31
9.8	Books and Records		31
9.9	Reserved		32
9.10	Non-Compete; Non-Solicitation		32
9.11	Directors and Officers Indemnification		33
9.12	Contingent Payment Covenants		33

*ARTICLE X MISCELLANEOUS*			35
10.1	Amendment and Waiver		35
10.2	Notices		35
10.3	Binding Agreement; Assignment		36
10.4	Severability		36
10.5	Construction		36
10.6	Captions		37
10.7	Entire Agreement		37
10.8	Counterparts		37
10.9	Governing Law		37
10.10	Parties in Interest		37
10.11	Knowledge		37

*ARTICLE XI Definitions*			38
11.1	Certain Definitions		38
11.2	Terms Defined Elsewhere in this Agreement		41


INDEX OF EXHIBITS
Exhibit A		Form of Sargent Note
Exhibit B		Form of Tweedie Note
Exhibit C		Form of Stock Power
Exhibit D		Form of Employment Agreement (Sargent)
Exhibit E		Form of Employment Agreement (Tweedie)
Exhibit F		Form 8883 Methodologies


INDEX OF SCHEDULES
Schedule 1.1		Securities Ownership
Schedule 1.3(b)(ii)		Wire Transfer Instructions
Schedule 1.3(b)(viii)		Required Consents and Approvals
Schedule 4.1		Foreign Qualifications
Schedule 4.3		Capitalization
Schedule 4.5		Absence of Conflicts
Schedule 4.6(a)		Financial Statements
Schedule 4.6(b)		GAAP Exceptions
Schedule 4.7		Undisclosed Liabilities
Schedule 4.8		Absence of Certain Developments
Schedule 4.9(a)		Owned Real Property
Schedule 4.9(b)		Leased Real Property
Schedule 4.9(c)		Exceptions to Condition of Improvements
Schedule 4.9(d)		Title / Encumbrances
Schedule 4.10		Accounts Receivable
Schedule 4.11		Taxes
Schedule 4.11(f)		State Elections
Schedule 4.12(a)		Material Contracts
Schedule 4.12(c)		Material Contracts Exceptions
Schedule 4.13(a)		Proprietary Rights
Schedule 4.13(b)		Proprietary Rights Exceptions
Schedule 4.14		Litigation
Schedule 4.15		Brokerage
Schedule 4.16		Permits
Schedule 4.17		Employee Benefit Plans
Schedule 4.17(d)		Benefit Plan Liabilities
Schedule 4.18		Insurance
Schedule 4.19		Officers and Directors; Bank Accounts
Schedule 4.20		Affiliate Transactions
Schedule 4.21		Compliance with Laws
Schedule 4.22		Environmental and Safety Matters
Schedule 4.24		Employees
Schedule 4.27(a)		Independent Contractors
Schedule 4.27(b)		Customers
Schedule 4.27(c)		Third-Party Carriers
Schedule 4.27(d)		Agents
Schedule 4.28		Cash Distributions
Schedule 6.3		Absence of Buyer Conflicts
Schedule 9.1(e)		Fuel Tax Agreements
Schedule 9.11		D&O Policy
Schedule 9.12(b)(ii)		Thayer Advisory Agreement
Schedule 11.1(a)		Certain Permitted Indebtedness

iii


Schedule 11.1(b)		Transaction Bonuses

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the “ Agreement ”) is made as of October 4, 2006, by and among (i) Sargent Trucking, Inc., a Maine corporation, (ii) Big Rock Transportation, Inc., an Indiana corporation, (iii) Midwest Carriers, Inc., an Indiana corporation, (iv) Smith Truck Brokers, Inc., a Maine corporation, (v) B & J Transportation, Inc., a Maine corporation (together with each of the entities named in the foregoing clauses (i) through (iv), collectively the “ Acquired Entities ” and individually, an “ Acquired Entity ”), (vi) Bruce Sargent (“ Sargent ”), (vii) Michael Tweedie (“ Tweedie ” and together with Sargent, collectively, “ Sellers ” and individually a “ Seller ”) and (viii) Sargent Transportation Group, Inc., a Delaware corporation (“ Buyer ”).

WHEREAS, Sellers own directly and beneficially all of the issued and outstanding capital stock of the Acquired Entities (collectively, the “ Securities ”).

WHEREAS, subject to the terms and conditions of this Agreement, Buyer desires to acquire from Sellers, and Sellers desire to sell to Buyer, all of the Securities.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I
PURCHASE AND SALE OF STOCK

1.1 Stock Purchase . Subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer will purchase from each Seller, and each Seller will sell and transfer to Buyer, all of the Securities owned by such Seller as such ownership is set forth on Schedule 1.1 attached hereto, free and clear of all Encumbrances (other than applicable restrictions under the Securities Act and state securities Laws).

1.2 Purchase Price . Subject to the terms and conditions set forth in this Agreement, at the Closing, the aggregate consideration to be paid to Sellers for the Securities will be: (i) $46,500,000 in cash minus the aggregate amount of Indebtedness of the Acquired Entities outstanding as of immediately prior to the Closing minus the aggregate amount of Transaction Bonuses paid and/or payable to the Transaction Bonus Recipients minus $372,000 (the net result derived in this clause (i), the “ Cash Portion ”); (ii) delivery to Sargent of a subordinated promissory note issued by Buyer in the aggregate principal amount of $2,500,000, dated as of the Closing Date and in substantially the form attached hereto as Exhibit A (the “ Sargent Note ”); and (iii) delivery to Tweedie of a subordinated promissory note issued by Buyer in the aggregate principal amount of $2,500,000, dated as of the Closing Date and in substantially the form attached hereto as Exhibit B (the “ Tweedie Note ”, and together with the Sargent Note, the “ Seller Notes ”) (the amounts described in clauses (i) — (iii), collectively, the “ Purchase Price ”).

1.3 Closing Transactions .

(a) Closing . The closing of the purchase and sale of the Securities contemplated by this Agreement (the “ Closing ”) will take place at the offices of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601, commencing at 10:00 a.m. (Chicago time) on the date hereof. The date on which the Closing takes place is referred to herein as the “ Closing Date ”.

(b) Closing Transactions . Subject to the conditions set forth in this Agreement, the parties shall consummate the following transactions at the Closing:

(i) Each Seller shall deliver to Buyer the certificates representing the Securities owned by such Seller, duly endorsed for transfer or accompanied by stock powers in substantially the form attached hereto as Exhibit C , and free and clear of all Encumbrances (other than applicable restrictions under the Securities Act and state securities Laws);

(ii) Buyer shall deliver to each Seller, by wire transfer of immediately available funds to the account designated by such Seller on Schedule 1.3(b)(ii) , an amount equal to the product of (A) such Seller’s Pro Rata Share and (B) the Cash Portion;

(iii) Buyer shall execute and deliver to Sargent the Sargent Note;

(iv) Buyer shall execute and deliver to Tweedie the Tweedie Note;

(v) [Reserved];

(vi) The Acquired Entities shall pay to each of the Bonus Recipients the unpaid portion of any Transaction Bonus due and payable to such Bonus Recipient as of the Closing within five (5) Business Days following the Closing; it being understood and agreed that, in each case, such payment shall be subject to reduction in respect of all applicable federal, state and local tax withholdings;

(vii) Sellers shall deliver to Buyer or to the premises of the Acquired Entities all corporate books and records of each of the Acquired Entities;

(viii) Sellers shall deliver to Buyer copies of all consents and approvals listed on Schedule 1.3(b)(viii) ;

(ix) Sellers shall deliver to Buyer copies of all filings, authorizations and approvals and other Permits by, with or to any Governmental Entity listed on Schedule 1.3(b)(viii) ;

(x) Sellers shall deliver to Buyer payoff letters with respect to all Indebtedness included in the determination of the Cash Portion of the Purchase Price which Buyer has notified the Sellers of its intent to repay or prepay on the Closing Date and releases of any and all Encumbrances in respect of any Indebtedness shall have been obtained, in each case on terms reasonably satisfactory to Buyer;

(xi) Sellers shall deliver, or caused to be delivered, to Buyer all of the following:

(A) certified copies of the resolutions of each Acquired Entity’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby;

(B) certified copies of the certificate of incorporation and by-laws of each Acquired Entity;

(C) a certificate of the secretary of state of the state in which each Acquired Entity is incorporated and each state in which each Acquired Entity is required to be qualified to do business stating that such Acquired Entity is in good standing in such state;

(D) a certificate from each Acquired Entity meeting the requirements of Treasury Regulation Section 1.1445-2(c)(3);

(E) resignations from each director of the Acquired Entities; and

(F) all of the documents required to be delivered by each Seller and such Seller’s spouse (if any) pursuant Section 9.1(g) , duly executed by such Seller and/or such Seller’s spouse, as applicable.

(xii) On or prior to the Closing Date, Buyer will have delivered, or caused to be delivered, to Sellers all of the following:

(A) certified copies of the resolutions of Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby;

(B) certified copies of the certificate of incorporation and by-laws of Buyer; and

(C) a certificate of the Secretary of State of the State of Delaware stating that Buyer is in good standing in such state.

(xiii) Each of Sargent and Buyer shall enter into, as of the Closing, the employment agreement in substantially the form of Exhibit D attached hereto; and

(xiv) Each of Tweedie and Buyer shall enter into, as of the Closing, the employment agreement in substantially the form of Exhibit E attached hereto.

1.4 Contingent Payments .

(a) Following the Closing and as additional consideration for the Securities, Buyer shall make, or cause the Acquired Entities to make, to Sellers (subject to the terms and conditions set forth in this Section 1.4 ) additional cash payments based on the performance of the Acquired Entities during each of the twelve month periods ending (i) December 31, 2006, (ii) December 31, 2007, (iii) December 31, 2008 and (iv) December 31, 2009 (each, a “ Contingent Payment Period ”). With respect to each Contingent Payment Period, Buyer shall make, or cause the Acquired Entities to make, to Sellers cash payments in an aggregate amount equal to the amount, if any, by which EBITDA during such Contingent Payment Period exceeds $8,000,000 (each such excess, if and to the extent earned for any such Contingent Payment Period, a “ Contingent Payment ”). The Contingent Payment, if any, for each Contingent Payment Period shall be paid by Buyer or (at Buyer’s direction) the Acquired Entities as follows: (A) Buyer or (at Buyer’s direction) the Acquired Entities shall pay to each Seller an amount equal to 50% of such Seller’s Pro Rata Share of such Contingent Payment in accordance with Section 1.4(b) below and (B) Buyer or (at Buyer’s direction) the Acquired Entities shall pay to each Seller an amount equal to 50% of such Seller’s Pro Rata Share of such Contingent Payment on April ___, 2012.

(b) Within five (5) Business Days following Buyer’s receipt of its audited consolidated financial statements for a particular Contingent Payment Period, but in any event within 95 days following the last day of each Contingent Payment Period, Buyer’s board of directors (the “ Board ”) shall deliver to each Seller (i) a copy of such financial statements, if such financial statements have been delivered to Buyer as of such date, (ii) a statement (a “ Calculation Notice ”) setting forth in reasonable detail Buyer’s calculation of the Contingent Payment (if any) for such Contingent Payment Period and

(iii) an amount equal to 50% of such Seller’s Pro Rata Share of such Contingent Payment (if any) for such Contingent Payment Period as set forth on the Calculation Notice, by wire transfer of immediately available funds to the applicable account designated by such Seller on Schedule 1.3(b)(ii) . With respect to any relevant Contingent Payment Period, during the 60-day period immediately following the delivery by the Board to Sellers of the Calculation Notice for such Contingent Payment Period, Sellers shall be permitted to review Buyer’s and its Subsidiaries’ books and records and to have reasonable access to Buyer’s and its Subsidiaries’ personnel and accountants involved in preparing the Calculation Notice, subject in each case, to the confidentiality obligations in Section 9.5 , to verify the accuracy of Buyer’s calculation of the Contingent Payment (if any) for such Contingent Payment Period. With respect to each Contingent Payment Period, the Calculation Notice shall become final and binding on the parties 60 days following the Board’s delivery thereof unless, prior to such date, Sellers have delivered to Buyer a written notice of their objection (an “ Objection Notice ”) to Buyer’s calculation of the Contingent Payment (if any) for such Contingent Payment Period. Any Objection Notice shall specify in reasonable detail the nature and estimated dollar amount of any disagreement so asserted. During the 60 days following the delivery of an Objection Notice, the parties shall seek in good faith to resolve in writing any disagreements with respect to the matters specified in the Objection Notice. If no mutually acceptable resolution has been reached during such 60-day period, then at the end of such 60-day period, the parties shall submit all unresolved matters (but only such matters) which are referred to in the Objection Notice and which remain in dispute to a mutually agreed upon “nationally recognized” independent certified public accounting firm (the “ Accounting Firm ”) for resolution. If Buyer and the Sellers are unable to mutually agree upon such an accounting firm within the five (5) days after expiration of the 60-day period, then Buyer, on the one hand, and Sellers, on the other hand, shall each select a “nationally recognized” independent certified public accounting firm and within five (5) days after their selection, those two accounting firms shall select a third “nationally recognized” independent certified public accounting firm, which third accounting firm shall act as the Accounting Firm. If any matter is submitted to the Accounting Firm for resolution, Sellers and Buyer will furnish, or cause to be furnished, to the Accounting Firm such reports and information relating to the disputed matter as the Accounting Firm may reasonably request and shall be afforded the opportunity to discuss the disputed matter with the Accounting Firm. The Accounting Firm will have thirty (30) days to carry out a review and prepare a written statement of its determination (the “ Resolution Statement ”) regarding the disputed matter(s) which determination shall be final and binding upon the parties. Any and all fees and expenses of the Accounting Firm incurred in resolving the disputed matter pursuant to this Section 1.4(b) shall be borne by the non-prevailing party as determined by the Accounting Firm. If the Accounting Firm’s calculation of the Contingent Payment (if any) for such Contingent Payment Period exceeds Buyer’s calculation of the Contingent Payment (if any) for such Contingent Payment Period as reflected on the Calculation Notice, then promptly after the Accounting Firm’s delivery of the Resolution Statement (if any) for such Contingent Payment Period (but in any event within five (5) Business Days thereafter), Buyer shall deliver to each Seller an amount equal to 50% of such Seller’s Pro Rata Share of such excess amount.

(c) Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any Acquired Entity shall be obligated to pay all or any portion of the Contingent Payments (if any) on the date any such payment is otherwise due hereunder (and, except as provided in Section 9.10 , each Seller acknowledges and agrees that any failure by Buyer and/or the Acquired Entities to make any such payment shall not constitute a default under or breach of this Agreement for any reason) if and to the extent that the payment of such amount (i) is prohibited by a holder of Senior Indebtedness (as such term is defined in the Senior Notes) or (ii) would result in a default or acceleration under any agreement or instrument with respect to Senior Indebtedness (as such term is defined in the Senior Notes); provided that Buyer shall pay any such amounts as soon as and to the extent that all of the restrictions set forth in the foregoing clauses (i) and (ii) above cease to exist as to such amount. In such case, Buyer will use commercially reasonable efforts to seek applicable waivers of any restrictions on the payment of any such Contingent Payment under Buyer’s and/or its Subsidiaries financing agreements with respect to such

Senior Indebtedness (as such term is defined in the Senior Notes) which prohibit the making of any such Contingent Payment otherwise due and payable hereunder. Any amounts due and owing under this Section 1.4 in respect of Contingent Payments that are not paid when due shall accrue interest at a rate per annum equal to 12%, calculated from the date such payment is otherwise due hereunder until the actual date of payment. For the avoidance of doubt, no interest will accrue on any portion of any Contingent Payment deferred pursuant to Clause (B) of Section 1.4(a) during the period commencing on the Closing Date and ending on April ___, 2012.

(d) The right of each Seller to receive any Contingent Payment (i) is solely a contractual right and is not a security for purposes of any federal or state securities Laws (and shall confer upon such Seller only the rights of a general unsecured creditor under applicable Law) and (ii) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of (a “ Transfer ”) without the prior written consent of Buyer (provided that any Seller’s rights to receive any Contingent Payment hereunder shall be assignable to a member of such Seller’s Family Group so long as (i) such Seller delivers written notice of such assignment to Buyer in form and substance reasonably satisfactory to Buyer (which notice shall, among other matters, disclose in reasonable detail the identity of the transferee and the rights of such Seller to be assigned to such transferee) and (ii) the transferee thereof delivers a written acknowledgement to Buyer in form and substance reasonably satisfactory to Buyer acknowledging, among other matters, that the rights assigned to such Person to receive any Contingent Payment is subject to the terms and conditions of this Agreement). Any Transfer in violation of this Section 1.4(d) shall be null and void.

1.5 Payment and Cancellation of Certain Accounts .

(a) Immediately prior to the Closing, all remaining liabilities (other than (1) any liabilities created by this Agreement or (2) any liabilities owed by any Acquired Entity to another Acquired Entity) owed by any Seller or any of their respective Affiliates to any Acquired Entity, whether or not reflected in the financial statements of any of the Acquired Entities, shall be paid in full in cash.

(b) Immediately prior to the Closing, all remaining liabilities (other than (1) any liabilities created by this Agreement, (2) any liabilities for accrued wages, benefits and similar employment-related liabilities incurred in the ordinary course of business, (3) any liabilities owed by any Acquired Entity to another Acquired Entity or (4) any liabilities owed to any independent trucker who is neither an Insider nor has an Insider as a direct or indirect owner) owed by any Acquired Entity to any Seller or any of their respective Affiliates shall be considered Indebtedness of such Acquired Entity and included as such in the determination of the Cash Portion of the Purchase Price, and paid at Closing.

ARTICLE II
[RESERVED]

ARTICLE III
[RESERVED]

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
CONCERNING THE ACQUIRED ENTITIES

As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Sellers hereby represent and warrant to Buyer that:

4.1 Organization .

(a) Each Acquired Entity is a subchapter S corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its respective state of incorporation.

(b) Each Acquired Entity has obtained and currently maintains all qualifications to do business as a foreign corporation in all other jurisdictions in which the character of such Acquired Entity’s properties or the nature of such Acquired Entity’s activities require it to be so qualified, except where the failure to be so qualified has not resulted in and will not result in, either individually or in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief. The jurisdiction in which each such Acquired Entity is incorporated and all jurisdictions in which each such Acquired Entity is qualified are set forth on Schedule 4.1 .

(c) Each Acquired Entity has full corporate power and authority to own and operate its properties and to carry on its business as now conducted. Sellers have delivered to Buyer correct and complete copies of each Acquired Entity’s certificate of incorporation and by-laws and all amendments made thereto. No Acquired Entity is in default under or in violation of any provision of its certificate of incorporation or by-laws.

(d) The minute books and stock record books are complete and correct, except where the failure to be complete and correct has not resulted in and will not result in, either individually or in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief.

4.2 Authorization .

(a) Each Acquired Entity has full corporate power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which it is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of each Acquired Entity has duly and validly authorized and approved the execution, delivery and performance by such Acquired Entity of this Agreement and all other agreements contemplated hereby to which such Acquired Entity is a party and no other corporate proceedings on the part of such Acquired Entity is necessary to authorize and approve any such execution, delivery or performance.

(b) This Agreement and all other agreements contemplated hereby to which each such Acquired Entity is a party have been duly and validly executed and delivered by each such Acquired Entity and constitute the valid and binding agreements of such Acquired Entity, enforceable against such Acquired Entity in accordance with their respective terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and limitations on the availability of equitable remedies.

4.3 Capitalization .

(a) The authorized, issued and outstanding shares of each class of capital stock of each Acquired Entity, the names of the record and beneficial holders thereof and the number of shares of capital stock held by each such holder is as set forth on Schedule 4.3 . Except as set forth on Schedule 4.3 , there are no authorized, issued or outstanding shares of capital stock or other indicia of equity ownership (including options, warrants, profits interests, share appreciation, phantom stock and similar rights) (collectively, “ Equity Interests ”) of any Acquired Entity. The Securities constitute 100% of the issued and outstanding Equity Interests.

(b) All of the issued and outstanding Equity Interests of each Acquired Entity have been duly authorized, are validly issued, fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned of record and beneficially by Sellers as set forth on Schedule 4.3 , free and clear of any Encumbrances (other than applicable restrictions under the Securities Act and state securities Laws).

(c) Except as set forth on Schedule 4.3 , there are no (i) outstanding or authorized options, warrants, rights, calls, puts, rights to subscribe, conversion rights or other similar securities or Contracts to which any Acquired Entity or any Seller is a party or by which any Acquired Entity or any Seller is bound providing for the issuance, disposition or acquisition of any Acquired Entity’s shares of capital stock or other Equity Interests (other than this Agreement) and (ii) voting trusts, proxies or any other agreements or understandings with respect to the voting and/or transfer of the shares of capital stock or other Equity Interests of any Acquired Entity, and no Seller is party to any such agreement or understanding. No Acquired Entity is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its shares of capital stock or other Equity Interests.

4.4 Subsidiaries . No Acquired Entity owns, holds or controls, directly or indirectly, any shares of capital stock, Equity Interest or other security, investment or participation in any other Person or has any rights to acquire any such interest. No Acquired Entity has any Subsidiaries.

4.5 Absence of Conflicts . Except as set forth in Schedule 4.5 , the execution, delivery and performance by the Acquired Entities of this Agreement and the other agreements contemplated hereby to which any Acquired Entity is a party do not and will not (a) conflict with or result in any breach of any of the provisions of, (b) constitute a default under, (c) result in a violation of, (d) give any third party the right to terminate or to accelerate any obligation under, (e) result in the creation of any Encumbrance upon the Securities under, or (f) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Entity under, the provisions of the certificate of incorporation or by-laws of any Acquired Entity or any Permit or Material Contract by which any Acquired Entity is bound or affected, or any Order or Law to which any Acquired Entity is subject, other than any applicable filings and notices under the HSR Act.

4.6 Financial Statements .

(a) Schedule 4.6(a) attached hereto contains the following financial statements: (i) the unaudited combined balance sheet of the Acquired Entities as of June 30, 2006 (the “ Latest Balance Sheet ”) and the related statements of income and cash flow for the six-month period then ended; and (ii) the audited combined balance sheet and statements of income and cash flow of the Acquired Entities as of and for the twelve-month periods ending December 31, 2005 and December 31, 2004, in each case prepared after elimination of all intercompany accounts and/or transactions.

(b) Each of the financial statements set forth on Schedule 4.6(a) (including in all cases the notes thereto, if any) (the “ Financial Statements ”) is accurate and complete, is consistent with the Acquired Entities’ books and records (which, in turn, are accurate and complete in all material respects), presents fairly the Acquired Entities’ combined financial condition and results of operations as of the times and for the periods referred to therein, and, except as set forth on Schedule 4.6(b) , has been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (subject to, in the case of the unaudited Financial Statements, the absence of footnote disclosures and changes resulting from normal year-end adjustments, none of which are material, individually or in the aggregate).

4.7 Absence of Undisclosed Liabilities . No Acquired Entity has any obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known, whether due or to become due and regardless of when asserted), except (i) liabilities or obligations under Contracts described in Schedule 4.12(a) or under Contracts which are not required to be disclosed thereon (but not liabilities for breaches thereof), (ii) liabilities reflected on the liabilities side of the Latest Balance Sheet, (iii) liabilities which have arisen after the date of the Latest Balance Sheet in the Ordinary Course of Business or otherwise in accordance with the terms and conditions of this Agreement (none of which is a liability for breach of Contract, breach of warranty, tort, misappropriation or infringement, or a claim or lawsuit, or an environmental, health or safety liability), (iv) liabilities otherwise disclosed on Schedule 4.7 attached hereto and (v) any liability or obligation or series of related liabilities or obligations of less than $20,000.

4.8 Absence of Certain Developments . Except as set forth in Schedule 4.8 attached hereto, since December 31, 2005, no Acquired Entity has:

(a) suffered a Material Adverse Effect, taken as a whole with the other Acquired Entities;

(b) issued, sold or transferred any notes, bonds or other debt securities or any Equity Interests, securities convertible, exchangeable or exercisable into Equity Interests, or warrants, options or other rights to acquire Equity Interests, of such Acquired Entity;

(c) mortgaged, pledged or subjected to any Encumbrance any portion of its properties or assets other than in the Ordinary Course of Business;

(d) except as set forth on Schedule 4.28 , sold, leased, assigned or transferred (including transfers to any Seller or Affiliate of any Seller or any Acquired Entity) any portion of its assets or properties, except for the sale of services and inventory in the Ordinary Course of Business to unaffiliated third parties (excluding, for the avoidance of doubt, any Insiders);

(e) sold, assigned, licensed or transferred (including, without limitation, transfers to any Seller or Affiliate of any Seller or any Acquired Entity) any Proprietary Rights, disclosed any confidential information other than pursuant to a written confidentiality agreement or received any confidential information of any third party in material violation of any obligation of confidentiality;

(f) suffered any theft, damage, destruction or loss in excess of $100,000, to its assets or properties, whether or not covered by insurance, or suffered any substantial destruction of its books and records;

(g) made or entered into any arrangement to make an acquisition (whether by merger, acquisition of stock or assets, or otherwise) of any business;

(h) entered into, amended or terminated any Contract required to be disclosed on Schedule 4.12(a) , other than in the Ordinary Course of Business, or entered into any transaction with any Insider;

(i) entered into, amended or terminated any employee benefits plan or arrangement, collective bargaining agreement, or employment agreement or made or granted any bonus, any wage, salary or compensation increase to any salaried employee (other than normal annual increases in the Ordinary Course of Business), or any severance package to any of its employees or independent contractors, or made or granted any increase in any employee benefit plan or arrangement, except in each case for the Transaction Bonuses;

(j) implemented any layoff or termination of employees that implicates the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local Law (the “ WARN Act ”);

(k) made any loans or advances to, or guarantees for the benefit of, or otherwise become liable for the Indebtedness or other legal obligation of, any Person (other than loans to truckers in the Ordinary Course of Business not to exceed $20,000 in the aggregate in respect of any individual trucker);

(l) changed or authorized any change in its certificate of incorporation or by-laws;

(m) conducted its business and operations other than in the Ordinary Course of Business in accordance with past custom and practice, including, without limitation, with respect to maintenance of working capital balances, collection of accounts receivable, payment of employee compensation, payment of accounts payable, the making of all scheduled capital expenditures and the managing of cash accounts generally; or

(n) committed to do any of the foregoing.

4.9 Real and Personal Property .

(a) Schedule 4.9(a) sets forth the common street address and descriptions of all real property owned by each Acquired Entity (the “ Owned Real Property ”). With respect to each Owned Real Property, other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.

(b) Schedule 4.9(b) sets forth a true, correct and complete list of leases of real property (the “ Leased Real Property ”) to which any Acquired Entity is a party (the “ Leases ”). Each of the Leases is in full force and effect and such Acquired Entity holds a valid and existing leasehold or subleasehold interest under each of the Leases. Sellers have delivered to Buyer complete and accurate copies of each of the written Leases, including all amendments and modifications thereto. Schedule

4.9(b) contains a description of all material terms of all oral Leases referred to therein, including all amendments and modifications thereto. With respect to each Lease:

(i) the Lease is legal, valid, binding, enforceable and in full force and effect in accordance with and subject to its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and limitations on the availability of equitable remedies and other matters affecting the landlord’s interests;

(ii) no Acquired Entity nor, to the Knowledge of the Acquired Entities, any other party to the Lease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Lease, except for those breaches and defaults that have not resulted in and which will not result in, either individually or, in the case of a series of related breaches and defaults, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief;

(iii) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer, in the case of any written Lease, or are set forth on Schedule 4.9(b) , in the case of any oral Lease;

(iv) there are no disputes between the parties to the Lease; and

(v) no Acquired Entity has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease.

(c) Except with respect to the property described on Schedule 4.9(c) , all components of all buildings, equipment, structures and other improvements included within the Real Property (the “ Improvements ”) are in good repair and in good condition to operate the Acquired Entities’ businesses as currently operated and, to the Acquired Entities’ Knowledge, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere with the use, occupancy or operation thereof as currently used, occupied or operated, except for any such interference that has not resulted in and which will not result in, individually or in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief.

(d) Except with respect to the property described on Schedule 4.9(d) and the Owned Real Property, each Acquired Entity has good and marketable title to, or a valid leasehold interest in, all real and personal property owned, leased or used by it, wherever located, free and clear of all Encumbrances (other than Permitted Encumbrances and Encumbrances set forth on Schedule 4.9(d) ) and such property and assets are in good condition and repair (ordinary wear and tear expected) and are fit for use in the Ordinary Course of Business.

(e) The Acquired Entities own or lease, under valid leases, all assets and properties (whether real or personal, tangible or intangible) necessary for the conduct of their businesses as presently conducted. The Real Property identified on Schedule 4.9(a) and Schedule 4.9(b) comprise all of the real property used in the businesses of the Acquired Entities.

4.10 Accounts Receivable . All of the accounts receivable of the Acquired Entities reflected on the Latest Balance Sheet are, and all accounts receivable arising after the date of the Latest Balance Sheet will be, good and valid receivables (subject to no counterclaims or offsets) and arise from work performed in the Ordinary Course of Business; it being understood that this Section 4.10 shall not be

deemed a representation or warranty with respect to, or a guaranty of, the collectibility of such accounts receivable. Except as set forth in Schedule 4.10 , (i) there are no individual accounts receivable which are more than 90 days past due and (ii) no Person has any Encumbrance on such receivables or any part thereof, and no agreement for deduction, free goods, discount or other deferred price or quantity adjustment has or will have been made with respect to any such receivables other than in the Ordinary Course of Business.

4.11 Taxes .

(a) Except as set forth in Schedule 4.11 attached hereto:

(i) each Acquired Entity has timely filed all Tax Returns which it is required to file under applicable Laws in all jurisdictions and all such Tax Returns are complete and accurate and have been prepared in compliance with all applicable Laws, except where any such failure to comply has not resulted in and will not result in, either individually or, in the case of a series of related failures to comply, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief;

(ii) each Acquired Entity (x) has paid all Taxes due and owing by it (whether or not such Taxes are required to be shown on a Tax Return), (y) has withheld and paid all Taxes required to have been withheld and paid by it in connection with any amounts paid or owing to any employee, independent contractor, equityholder, creditor or other Person, and (z) has complied in all respects with all of its reporting and recordkeeping requirements, except, in the case of this clause (z), where any such failure to comply has not resulted in and will not result in, either individually or, in the case of a series of related failures to comply, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief;

(iii) no Acquired Entity has waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency which are currently in force and effect;

(iv) no Acquired Entity has incurred any liability for Taxes other than in the Ordinary Course of Business since the date of the Latest Balance Sheet;

(v) the unpaid Taxes of the Acquired Entities did not, as of the date of the Latest Balance Sheet, exceed the reserve for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Latest Balance Sheet (rather than in any notes thereto);

(vi) no foreign, federal, state or local tax audits or administrative or judicial proceedings are pending, being conducted or, to the Knowledge of the Acquired Entities, are threatened with respect to any Acquired Entity with respect to any Tax matter, no information related to Tax matters has been requested by any Governmental Entity and no written notice indicating an intent to open an audit or other review related to Tax matters has been received by any Acquired Entity from any Governmental Entity; and

(vii) except as has not resulted in and will not result in, either individually or, in the case of a series of related matters, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief, there are no unresolved questions or claims concerning the Acquired Entities’ Tax liability which have been raised by any Governmental Entity.

(b) No Acquired Entity is liable for the Taxes of another Person under Treasury Regulation Section 1.1502-6 (or comparable provisions of state, local or foreign Law), as a transferee or successor, by Contract or indemnity or otherwise. No Acquired Entity is a party to any tax sharing agreement or arrangement (other than the fuel tax agreements listed on Schedule 9.1(e) ).

(c) No claim has ever been made, with notice to any of the Acquired Entities, by a taxing authority or other Governmental Entity in a jurisdiction where any Acquired Entity does not file Tax Returns that such Acquired Entity is or may be subject to Taxes assessed by such jurisdiction.

(d) There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the assets of any Acquired Entity.

(e) No Acquired Entity has been a member of an Affiliated Group, or filed or been included in a combined, consolidated or unitary income Tax Return, other than one filed by an Acquired Entity.

(f) Except as set forth on Schedule 4.11(f) , each Acquired Entity (other than Smith Truck Brokers, Inc.) has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code and any corresponding state or local tax provisions at all times since January 1, 1996 or, if a shorter period, at all times during its existence. Smith Truck Brokers, Inc. has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code and any corresponding state or local tax provisions at all times since January 1, 2001. Each of the Acquired Entities will be a validly electing S corporation up to the Closing Date.

(g) No Acquired Entity will be liable for any Tax under Section 1374 of the Code in connection with the deemed sale of its assets caused by the Section 338(h)(10) election. No Acquired Entity has, in the past ten (10) years, (i) acquired assets from another corporation in a transaction in which the Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor or (ii) acquired the stock of any corporation which is a qualified subchapter S subsidiary.

(h) No Acquired Entity owns any interest in real property in any jurisdiction in which a Tax (other than a net income or franchise Tax) is imposed on the gain on a transfer of an interest in real property.

(i) No Acquired Entity has participated in any “reportable transaction” as defined in Treasury Regulation 1.6011-4.

(j) No Acquired Entity is a party to any Contract or other arrangement that is subject to Section 409A of the Code that either (i) does not comply with the requirements of Section 409A(2), (3) and (4) of the Code or (ii) has not been operated in substantial compliance with such requirements (as interpreted by Notice 2005-1 or Proposed Regulations §§1.409A-1, -2, and -3) since January 1, 2005.

4.12 Contracts and Commitments.

(a) Except as set forth in Schedule 4.12(a) attached hereto, no Acquired Entity is a party to or bound by any:

(i) collective bargaining agreement or other Contract with any labor union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan

or any stock purchase, stock option, incentive, hospitalization insurance or similar plan or practice, whether formal or informal;

(ii) Contract for the employment or engagement of any officer, individual employee, independent contractor or other Person on a full time or consulting basis or any severance, retention or similar Contracts;

(iii) Contract relating to the borrowing of money or to mortgaging, pledging or otherwise placing an Encumbrance on any of its assets;

(iv) Contract in which such Acquired Entity guarantees the payment of any Indebtedness;

(v) Contract with respect to the lending or investing of funds;

(vi) license, sublicense or royalty Contract relating to Proprietary Rights;

(vii) Contract under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments in excess of $25,000 annually;

(viii) Contract under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it calling for payments in excess of $25,000 annually;

(ix) Contract or group of related Contracts with the same party for the license, purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which involves a sum in excess of $25,000 annually;

(x) Contract or group of related Contracts with the same party continuing over a period of more than 6 months from the date or dates thereof, not terminable by it on 30 days’ or less notice without penalties or payments;

(xi) Contract which prohibits it from freely engaging in business anywhere in the world; or

(xii) Contract pursuant to which it subcontracts work to third parties which involves a sum in excess of $25,000 annually.

(b) Each Contract required to be disclosed on Schedule 4.12(a) is referred to herein as a “ Material Contract ”. Sellers have provided Buyer with a true and correct copy of all Material Contracts, in each case together with all amendments, waivers or other modifications thereto (all of which are disclosed on Schedule 4.12(a) ). Schedule 4.12(a) contains a description of all material terms of all oral Contracts referred to therein.

(i) the Acquired Entities’ have no Knowledge of any cancellation, breach or anticipated breach by any other party to any Material Contract, except for those cancellations, breaches or anticipated breaches that have not resulted in and which will not result in, either individually or, in the case of a series of related breaches, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief;

(ii) each Acquired Entity has performed in all respects all the obligations required to be performed by it under or in connection with each Material Contract and no Acquired Entity is in breach of and/or default under any Material Contract, other than those events of non-performance, defaults and breaches that have not resulted in and which will not result in, either individually or, in the case of a series of related events of non-performance, breaches or defaults, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief;

(iii) no customer, supplier or independent contractor that is a counterparty to any Material Contract has indicated in writing or, to the Knowledge of the Acquired Entities (after reasonable inquiry of the Acquired Entities’ dispatchers), orally to any Seller or Acquired Entity that it will stop or materially decrease the rate of business done with the Acquired Entities or that it desires to renegotiate its Material Contract with any Acquired Entity; and

(iv) each Material Contract is legal, valid, binding, enforceable and in full force and effect, enforceable against each of the parties thereto, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and limitations on the availability of equitable remedies.

(d) No Acquired Entity is a party to any Contract, and there is no such Contract by which any Acquired Entity or any of its properties or assets is bound or affected, to loan money or extend credit (other than trade credit or advances to employees or independent contractors (including truck drivers) in the Ordinary Course of Business) to any other Person. No Acquired Entity is a guarantor or otherwise liable for any indebtedness or other obligations of any other Person other than endorsements for collection in the Ordinary Course of Business.

4.13 Proprietary Rights .

(a) Schedule 4.13(a) sets forth a complete and correct list of: (i) all patented or registered Proprietary Rights and all pending patent applications and other applications for registration of Proprietary Rights owned, filed or used by any Acquired Entity; (ii) all trade names and unregistered trademarks owned or used by any Acquired Entity; (iii) all computer software owned or used by any Acquired Entity (except for unmodified, commercially available off-the-shelf software purchased or licensed for less than $10,000); and (iv) all Contracts which any Acquired Entity is a party either as licensee or licensor of any Proprietary Rights.

(b) Except as set forth on Schedule 4.13(b) , (i) the Acquired Entities own and possess the entire right, title and interest in and to, or have a valid and enforceable right to use pursuant to a written agreement identified on Schedule 4.13(a) , all of the Proprietary Rights set forth on Schedule 4.13(a) and all other Proprietary Rights necessary for the operation of their businesses as currently conducted (collectively, the “ Company Proprietary Rights ”), free and clear of all Encumbrances other than Permitted Encumbrances, and no claim by any third party contesting the validity, enforceability, use or ownership of any of the Company Proprietary Rights has been made, is currently outstanding or, to the Acquired Entities’ Knowledge, is threatened, and, to Acquired Entities’ Knowledge, there are no grounds for same; (ii) the loss or expiration of any Company Proprietary Rights or related group of Company Proprietary Rights has not resulted in and would not result in a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief, and no such loss or expiration is threatened in writing; and (iii) to the Acquired Entities’ Knowledge, no Acquired Entity has infringed, misappropriated or otherwise conflicted with any Proprietary Rights of any third parties. The Acquired Entities have taken commercially reasonable actions to maintain and protect the Company Proprietary Rights necessary in

light of the nature of their businesses so as not to adversely affect the ownership, validity or enforcement of such Company Proprietary Rights.

4.14 Litigation; Proceedings . Except as set forth in Schedule 4.14 attached hereto, there are no Proceedings pending, or, to the Knowledge of the Acquired Entities, threatened against or affecting any of the Acquired Entities, any of their assets or properties at law or in equity, or before or by any Governmental Entity. None of the Acquired Entities is subject to any outstanding Order issued by any Governmental Entity. Except with respect to the pending Proceedings of the Department of Transportation (or similar federal or state authority) set forth on Schedule 4.14 and marked with an asterisk (*), the Acquired Entities are fully insured (subject to applicable deductibles) with respect to each of the matters set forth on Schedule 4.14 .

4.15 Brokerage . Except as set forth on Schedule 4.15 , there are no claims or liability of any Acquired Entity for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of any Acquired Entity.

4.16 Permits . The Acquired Entities own or possess all right, title and interest in and to all Permits that are necessary for their respective businesses and operations as currently conducted (all of which are set forth on Schedule 4.16 attached hereto), except as has not resulted in and which will not result in, either individually or, in the case of a series of related failures to own or possess, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief, and all such Permits are in full force and effect as of immediately prior to the Closing and the Acquired Entities are in compliance in all respects with the terms and conditions of such Permits as of immediately prior to the Closing, except for any such failure to comply that has not resulted in and which will not result in, either individually or, in the case of a series of related failures to comply, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief.

4.17 Employee Benefit Plans .

(a) Except as set forth on Schedule 4.17 attached hereto, no Acquired Entity maintains, sponsors, contributes to, has any obligation to contribute to, or has any liability or potential liability with respect to any (i) nonqualified deferred compensation, bonus or retirement plans or arrangements, (ii) qualified defined contribution or defined benefit plans or arrangements which are employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974 (“ ERISA ”), (iii) employee welfare benefit plans (as defined in Section 3(1) of ERISA), or (iv) stock option or stock purchase plans, or any other employee benefit plans, programs, or arrangements (written or oral and whether or not subject to ERISA) that is maintained, administered, sponsored or contributed to by any Acquired Entity under which any present or former employee, director consultant or independent contractor of any Acquired Entity (or their beneficiaries) has any present or future right to benefits or payments and with respect to which any Acquired Entity has or may have any liability or obligation (collectively, the “ Benefit Plans ”). No Acquired Entity has ever contributed to, has ever had (or currently has) any obligation to contribute to, or has any actual or potential liability with respect to, any multiemployer plan (as defined in Section 3(37) of ERISA) or any defined benefit plan (as defined in Section 3(35) of ERISA). No Acquired Entity maintains, sponsors, contributes to, has any obligation to contribute to, or has any liability or potential liability with respect to any employee welfare benefit plan which provides health, accident or life insurance, or other welfare-type benefits to current or future retired or terminated directors, officers, or employees, their spouses, or their dependents, other than in accordance with the requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code and any similar state Law (“ COBRA ”). For purposes of this Section 4.17 , the “ Acquired Entity ” shall be deemed to include any Subsidiary of any Acquired Entity and any entity required to be

aggregated in a controlled group or affiliated service group with any Acquired Entity for purposes of ERISA or the Code (including, without limitation, under Section 414(b), (c), (m) or (o) of the Code or Section 4001 ERISA), at any relevant time.

(b) Except as set forth on Schedule 4.17 , the Benefit Plans (and related trusts, insurance Contracts, and funds) have been maintained, funded, and administered in accordance with the terms of each Benefit Plan and any applicable collective bargaining agreements, and the Benefit Plans comply in form and in operation in all respects with their respective terms and, to the Knowledge of the Acquired Entities, with all applicable Laws, including ERISA and the Code, except for any such failure to comply that has not resulted in and which will not result in, either individually or, in the case of a series of related failures to comply, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief. Except as set forth on Schedule 4.17 , each Benefit Plan that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code (1) is based on a master and prototype plan which is the subject of a favorable opinion letter from the Internal Revenue Service as to the qualified status of such plan under the Code, and nothing has occurred since the date of such opinion letter that could adversely affect the qualification of such Benefit Plan or (2) is subject of a favorable determination letter from the Internal Revenue Service as to the qualified status of such Benefit Plan under the Code, and nothing has occurred since the date of such determination letter that could adversely affect the qualification of such Benefit Plan.

(c) All required reports and descriptions (including Form 5500 Annual Reports, Summary Annual Reports, and summary plan descriptions) with respect to the Benefit Plans have been properly and timely filed with the appropriate government agency and, to the extent required by ERISA and the Code, distributed to participants. Each Acquired Entity has complied in all respects with the requirements of COBRA, except for any such failure to comply that has not resulted in and which will not result in, either individually or, in the case of a series of related failures to comply, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief.

(d) With respect to each Benefit Plan, all contributions which are due (including all employer contributions and employee salary reduction contributions) have been paid to such Benefit Plan within the time periods prescribed by ERISA and the Code, all contributions for prior plan years which are not yet due and with respect to the current plan year for the period ending on the Closing Date have been made or accrued in accordance with GAAP, and, with respect to the employee welfare benefit plans, all premiums or other payments which are due on or before the Closing Date have been paid. Except as set forth on Schedule 4.17(d) , none of the Benefit Plans has any unfunded liabilities which are not reflected on the Latest Balance Sheet.

(e) No Acquired Entity has any liability or potential liability to the Pension Benefit Guaranty Corporation, the Internal Revenue Service, any multiemployer plan, the Department of Labor or any participant or beneficiary or otherwise with respect to any employee pension benefit plan currently or previously maintained by any entity, which together with such Acquired Entity would be deemed to be part of a “ controlled group ” within the meaning of subsections (b), (c), (m) or (o) of Section 414 of the Code.

(f) With respect to each Benefit Plan, (i) there have been no prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code, (ii) no fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of such plans, and (iii) no Proceedings (other than routine claims for benefits) are pending or, to the Knowledge of the Acquired Entities threatened. No asset of any Acquired Entity is subject to any lien under ERISA or the Code.

(g) With respect to each Benefit Plan, Sellers have furnished to Buyer true and complete copies of (i) the plan documents and summary plan descriptions, (ii) the most recent determination letter received from the Internal Revenue Service, if any, (iii) the Form 5500 Annual Report (including all schedules and other attachments) for the last three plan years, and (iv) all related trust agreements, insurance Contracts or other funding agreements which implement such plans.

(h) None of the Benefit Plans obligates any Acquired Entity to pay any separation, severance, termination or similar benefit solely as a result of any transaction contemplated by this Agreement or solely as a result of a change in control or ownership within the meaning of Section 280G of the Code.

(i) Each Person providing services to any Acquired Entity who has been classified by such Acquired Entity as an “independent contractor” has been appropriately classified as such, and there is no fact or circumstances that could reasonably be expected to result in any liability or series of related liabilities in excess of $20,000 with respect to any such Person under any Employee Benefit Plan, by reclassification as an employee or otherwise.

4.18 Insurance . Schedule 4.18 attached hereto lists all insurance policies maintained by or on behalf of each Acquired Entity, including self-insurance or co-insurance programs and those which pertain to its employees, officers, directors, properties, assets and business, together with a claims history for the past three years. All of such insurance policies are in full force and effect, all premiums have been paid in accordance with the terms of such policy, no Acquired Entity is in breach or default with respect to its obligations under any such insurance policies and neither the Acquired Entities nor Sellers have received any written or, to the Knowledge of the Acquired Entities, oral notice of cancellation of any such insurance policies. No Acquired Entity has any self-insurance or co-insurance programs.

4.19 Officers and Directors; Bank Accounts . Schedule 4.19 attached hereto lists all officers and directors of each Acquired Entity, and the account numbers and names of each bank, broker, or other depository institution at which any of the Acquired Entities maintains a bank account, depository account or lockbox (designating each authorized signatory).

4.20 Affiliate Transactions . Except as disclosed on Schedule 4.20 attached hereto and except for employment arrangements set forth on Schedule 4.12(a) , no employee, officer, director, shareholder (including any Seller) or Affiliate of any Acquired Entity or any individual related by marriage or adoption to any such Person or any entity in which any such Person owns any beneficial interest (collectively, the “ Insiders ”) is a party to Contract, commitment or transaction with any Acquired Entity or that pertains to the business of any Acquired Entity or has any interest in any assets or property, real or personal or mixed, tangible or intangible, used in or pertaining to the business of any Acquired Entity.

4.21 Compliance with Laws . Except as set forth on Schedule 4.21 , to the Knowledge of the Acquired Entities, each Acquired Entity has complied and is in compliance in all respects with all applicable Laws and Orders which affect the business, business practices (including such Acquired Entity’s marketing, sales and furnishing of its services) or any owned or leased real or personal properties of such Acquired Entity and to which such Acquired Entity may be subject, except for any such failure to comply that has not resulted in and which will not result in, either individually or, in the case of a series of related failures to comply, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief. Except with respect to the Proceedings listed on Schedule 4.14 , neither the Acquired Entities nor any Seller has received any written notice alleging a violation of any such Laws or Orders.

4.22 Environmental and Safety Matters .

(a) Except as set forth on Schedule 4.22 attached hereto, to the Knowledge of the Acquired Entities, the Acquired Entities and their respective Affiliates and predecessors have complied, and are in compliance, in all respects with all Environmental and Safety Requirements, except for any such failure to comply that has not resulted in and which will not result in, either individually or, in the case of a series of related failures to comply, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief.

(b) None of the Acquired Entities or their respective Affiliates or predecessors has received any written or, to the Acquired Entities’ Knowledge, oral notice, report or other information regarding any actual or alleged violation of Environmental and Safety Requirements, or any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental and Safety Requirements.

(c) Except as set forth on Schedule 4.22 , none of the following exists at any property or facility owned, occupied or operated by any Acquired Entity: (i) underground storage tanks; (ii) asbestos containing material in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; (iv) monitoring wells; or (v) surface impoundments landfills, or other disposal areas.

(d) Except as set forth on Schedule 4.22 , none of the Acquired Entities or their respective Affiliates or predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, exposed any person to or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to liabilities of Buyer or the Acquired Entities, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended or the Solid Waste Disposal Act, as amended or any other Environmental and Safety Requirements.

(e) To the Knowledge of the Acquired Entities, no facts, events or conditions relating to the past or present facilities, properties or operations of the Acquired Entities or their respective Affiliates or predecessors will prevent, hinder or limit continued compliance with Environmental and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous or otherwise regulated materials, substances or wastes, personal injury, property damage or natural resources damage.

(f) Except for the removal in 1998 of four underground storage tanks from the Acquired Entities’ property located at 1221 North Niagara, Saginaw, Michigan, 48602, none of the Acquired Entities or their respective Affiliates or predecessors has assumed or undertaken or otherwise become subject to any liability, including without limitation any obligation for corrective or remedial action, of any other Person arising under Environmental and Safety Requirements.

(g) Sellers have furnished to Buyer all environmental audits, reports and other material environmental documents relating to the Acquired Entities and their respective Affiliates and predecessors or any of their facilities, which are in the their possession, custody or control.

4.23 [Reserved] .

4.24 Employees . Except as set forth in Schedule 4.24 attached hereto, with respect to the Acquired Entities:

(a) none of the Acquired Entities has been nor is it a party to or bound by any collective bargaining agreement or relationship with any labor organization;

(b) to the Knowledge of the Acquired Entities, no executive or key employee has any present intention to terminate their employment with any Acquired Entity;

(c) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition;

(d) no union organizing or decertification efforts are underway or, to the Knowledge of the Acquired Entities, threatened;

(e) no labor strike, work stoppage, slowdown or other material labor dispute has occurred, and none is underway or, to the Knowledge of the Acquired Entities, threatened;

(f) there is no workers compensation liability, experience or matter related to worker compensation liability that has resulted in or will result in, either individually or, in the case of a series of related matters, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief;

(g) there is no employment related charge, complaint, grievance, investigation, inquiry or obligation of any kind, pending or, to the Knowledge of the Acquired Entities, threatened in any forum, relating to an alleged violation or breach by Sellers in respect of the Acquired Entities or the Acquired Entities (or their officers, directors, employees or agents) of any Law or Contract, except for any such violations or breaches that have not resulted in and which will not result in, either individually or, in the case of a series of related violations and/or breaches, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief;

(h) there are no controversies, disputes or claims pending or, to the Knowledge of the Acquired Entities, threatened between any Acquired Entity on the one hand and any current or former employee, agent or independent contractor (or representative thereof) on the other which have resulted in or will result in, either individually or, in the case of a series of related matters, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief; and

(i) to the Knowledge of the Acquired Entities, each Acquired Entity is in compliance with all applicable Laws respecting employment, employment practices, labor, terms and conditions of employment and wages and hours and payment of all federal, state and local payroll and other employment related Taxes or withholdings, except for any such failure to comply that has not resulted in and which will not result in, either individually or, in the case of a series of related failures to comply, in the aggregate, a Loss to the Acquired Entities in excess of $20,000 or an award of non-monetary relief. No Acquired Entity has implemented any plant closing or layoff of employees that would implicate the WARN Act.

4.25 Powers of Attorney . There are no outstanding powers of attorney executed on behalf of any Acquired Entity outside of the Ordinary Course of Business.

4.26 Indebtedness . The amount of Indebtedness (as defined in Article XI ) included as a reduction to the Cash Portion of the Purchase Price at Closing represents all Indebtedness obligations of the Acquired Entities (including any liabilities treated as “Indebtedness” under Section 1.5 hereof).

4.27 Customers and Suppliers .

(a) Schedule 4.27(a) sets forth (i) a list of the ten largest independent contractors or groups of related independent contractors (based upon the number of trucks or other vehicles in such Person’s or group’s fleet used in the businesses of the Acquired Entities) for each of the twelve month periods ended December 31, 2005 and December 31, 2004, and the number of trucks or other vehicles in such Person’s or group’s fleet used in the business of the Acquired Entities for each such period.

(b) Schedule 4.27(b) sets forth a list of the fifteen (15) largest customers of the Acquired Entities (based upon combined revenue attributable to each such customer) for each of the twelve month periods ended December 31, 2005 and December 31, 2004 and the aggregate amount of revenues attributable to such customer for each such period.

(c) Schedule 4.27(c) sets forth a list of the ten (10) largest third party carriers providing trucking services to the Acquired Entities (i.e., providers of “outside power”) (based upon aggregate payments made by the Acquired Entities to each such Person) for each of the twelve-month periods ended December 31, 2005 and December 31, 2004 and the aggregate amount of payments made by the Acquired Entities to each such Person for each such period.

(d) Schedule 4.27(b) sets forth a list of the ten (10) largest agents of the Acquired Entities (based upon combined revenue attributable to each such agent) for each of the twelve month periods ended December 31, 2005 and December 31, 2004 and the aggregate amount of revenues attributable to such agent for each such period.

(e) With respect to the Persons listed on Schedule 4.27(a) , Schedule 4.27(b) , Schedule 4.27(c) and Schedule 4.27(d) , no Acquired Entity has received any written or, to the Knowledge of the Acquired Entities, oral communications from any such Person indicating that, and none of the Acquired Entities have any Knowledge that, such Person will discontinue or materially alter its relationship with any Acquired Entity, whether by reason of the transactions contemplated hereby or otherwise.

4.28 Cash . Since December 31, 2005, none of the Acquired Entities have, and Sellers have not caused or otherwise permitted any of the Acquired Entities to, issue any Equity Interests or redeem or repurchase, directly or indirectly, or pay, make or declare any dividends or other distributions in respect of, any shares of its capital stock or other Equity Interests, make any payment in respect of any Indebtedness owed to any Insider (whether principal, interest or otherwise) or pay any bonuses (other than the Transaction Bonuses payable at Closing) or otherwise remove any cash or other assets from the Acquired Entities for the benefit of any Insider, other than (i) payment of normal salaries and expense reimbursements in the Ordinary Course of Business, (ii) as expressly set forth on Schedule 4.28 and (iii) intercompany transfers among the Acquired Entities.

ARTICLE V
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SELLERS

As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each Seller, severally and not jointly, represents and warrants to Buyer that:

5.1 Residency . Such Seller is a resident of the State of Maine.

5.2 Authorization .

(a) Such Seller has full power, authority and legal capacity to enter into this Agreement and all other agreements contemplated hereby to which such Seller is a party and to perform his obligations hereunder and thereunder.

(b) This Agreement and all other agreements contemplated hereby to which such Seller is a party have been duly and validly executed and delivered by such Seller and constitute the valid and binding agreements of such Seller, enforceable in accordance with their respective terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and limitations on the availability of equitable remedies.

5.3 Absence of Conflicts . The execution, delivery and performance by such Seller of this Agreement and the other agreements contemplated hereby to which such Seller is a party, do not and will not (a) conflict with or result in a breach of any of the provisions of, (b) constitute a default under, (c) result in the violation of, (d) give any third party the right to terminate or to accelerate any obligation under, (e) result in the creation of any Encumbrance upon the Securities owned by such Seller, or (f) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Entity, under the provisions of any Contract to which such Seller is bound or affected, or any Law or Order to which such Seller is subject, other than any applicable filings and notices under the HSR Act.

5.4 Brokerage . There are no claims or liability for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of such Seller.

5.5 Securities .

(a) Such Seller holds of record and owns beneficially the Securities set forth opposite such Seller’s name on Schedule 4.3 , and at the Closing such Seller will transfer to Buyer good and marketable title to such Securities, in each case free and clear of any Encumbrances (other than any restrictions under the Securities Act and applicable state securities Laws), options, rights, calls, commitments, proxies or other Contract rights). Such Seller is not a party to any option, right, agreement, call, put or other Contract providing for the disposition or acquisition of any Securities (other than this Agreement). Such Seller is not a party to any voting trust, proxy or other Contract or understanding with respect to the voting of any Securities.

(b) Such Seller (i) understands that such Seller’s Seller Note has not been, and will not be, registered under the Securities Act, or under any state securities Laws, and is being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) is acquiring such Seller’s Seller Note solely for his own account for investment purposes, and not with a view to the distribution thereof, (iii) is able to bear the economic risk and lack of liquidity inherent in holding such Seller’s Seller Note, and (iv) is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act.

5.6 Litigation . There are no Proceedings pending or, to such Seller’s knowledge, threatened against or affecting such Seller at law or in equity, or before or by any Governmental Entity, which would adversely affect such Seller’s performance under this Agreement and the other agreements contemplated hereby to which such Seller is party or the consummation of the transactions contemplated hereby or thereby.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF BUYER

As a material inducement to the Sellers to enter into this Agreement and consummate the transactions contemplated hereby, Buyer represents and warrants to Sellers that:

6.1 Organization .

Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer has obtained and currently maintains all qualifications to do business as a foreign corporation in all other jurisdictions in which the character of Buyer’s properties or the nature of Buyer’s activities require it to be so qualified. Buyer is not in default under or in violation of any provision of its certificate of incorporation or by-laws.

6.2 Authorization .

(a) Buyer has full corporate power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which it is a party and to consummate the transactions contemplated hereby and thereby. The board of directors of Buyer has duly and validly authorized and approved the execution, delivery and performance by Buyer of this Agreement and all other agreements contemplated hereby to which it is a party and no other corporate proceedings on the part of Buyer is necessary to authorize and approve any such execution, delivery or performance.

(b) This Agreement and all other agreements contemplated hereby to which Buyer is a party have been duly and validly executed and delivered by Buyer and constitute the valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and limitations on the availability of equitable remedies.

6.3 Absence of Conflicts . Except as set forth on Schedule 6.3 , the execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated hereby to which Buyer is a party does not and will not (a) conflict with or result in any breach of any of the provisions of, (b) constitute a default under, (c) result in a violation of, (d) give any third party the right to terminate or to accelerate any obligation under, or (e) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Entity under, the provisions of the certificate of incorporation or by-laws of Buyer or any Permit or Contract by which Buyer is bound or affected, or any Order or Law to which Buyer is subject, other than any applicable filings and notices under the HSR Act.

6.4 Litigation . There are no Proceedings pending or, to Buyer’s knowledge, threatened against or affecting Buyer at law or in equity, or before or by any Governmental Entity, which would adversely affect Buyer’s performance under this Agreement and the other agreements contemplated hereby to which Buyer is a party or the consummation of the transactions contemplated hereby or thereby.

6.5 Brokerage . Buyer has no liability to pay any fees or commissions to any broker or finder with respect to the transactions contemplated by this Agreement for which Sellers could become liable or obligated. For the avoidance of doubt, Buyer shall be responsible for the payment of any fee payable to Ahern & Associates, LTD at the Closing under that certain Retainer / Fee Agreement, dated December 19, 2005, between Thayer Capital Partners and Ahern & Associates, LTD. and any other agreement entered into between Thayer Capital Partners and Ahern & Associates LTD in connection with the consummation of the transactions contemplated hereby.

6.6 Securities Matters . Buyer understands that the offering and sale of the Securities hereunder is intended to be exempt from the registration requirements of the Securities Act. The

Securities are being acquired by Buyer for its own account and without a view to the public distribution of the Securities or any interest therein in violation of any federal or state securities laws. Buyer has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities, and Buyer is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Securities. In evaluating the suitability of an investment in the Securities, Buyer has relied solely upon the representations, warranties, covenants and agreements made by Sellers and the Acquired Entities herein and Buyer has not relied on any other representations or other information (whether oral or written and including any projections or supplemental data) made or supplied by or on behalf of Sellers or the Acquired Entities or any of their Affiliates, employees, agents or other representatives. Buyer understands and agrees that it may not sell or dispose of any of the Securities other than pursuant to a registered offering or in a transaction exempt from the registration requirements of the Securities Act.

ARTICLE VII
[RESERVED]

ARTICLE VIII
INDEMNIFICATION AND RELATED MATTERS

8.1 Survival . Subject to Section 8.2(c)(iii) , all representations, warranties, covenants and agreements set forth in this Agreement, or in any writing delivered in connection with this Agreement or the transactions contemplated by this Agreement shall survive the Closing.

8.2 Indemnification .

(a) Indemnification of Buyer Group . Sellers agree to indemnify Buyer, its Affiliates (including, following the Closing, the Acquired Entities) and their respective officers, directors, employees, stockholders, agents, attorneys, representatives, successors and permitted assigns (the “ Buyer Group ”) and hold them harmless from and against any loss, liability, cost, damage, judgment, diminution in value, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing and the enforcement of any rights hereunder) (a “ Loss ”) which the Buyer Group suffers, sustains or becomes subject to, as a result of:

(i) the breach by any Seller or any Acquired Entity of any representation or warranty made by any Seller or any Acquired Entity contained in this Agreement, any schedule or exhibit hereto or any certificate delivered by or on behalf of Sellers and/or the Acquired Entities to Buyer in connection with the Closing;

(ii) the breach by any Seller of any covenant or agreement made by any Seller contained in this Agreement, any schedule or exhibit hereto or any certificate delivered by or on behalf of Sellers to Buyer in connection with the Closing;

(iii) the breach by any of the Acquired Entities of any covenant or agreement to be performed by the Acquired Entities prior to or at the Closing made by the Acquired Entities in this Agreement, any schedule or exhibit hereto or any certificate delivered by or on behalf the Acquired Entities to Buyer in connection with the Closing;

(iv) subject to Section 8.2(f)(i) and Section 8.2(i) hereof, any Losses arising out of (A) workers compensation claims in respect of injuries occurring prior to the Closing or arising out of any accident which occurs prior to the Closing, (B) accident or other incident which occurs prior to the Closing and involves any automobile, truck, tractor, trailer and/or other vehicle owned by, leased by, insured by and/or contracted to any Acquired Entity (including, without limitation, any retroactive premium adjustments or other costs attributable to any pre-Closing insurance policy of any Acquired Entity) and (C) without duplication, any claim in respect of any damage and/or Loss to any cargo and/or product transported by, conveyed by and/or insured by any Acquired Entity or any of its independent contractors (whether or not covered by cargo liability insurance coverage); and/or

(v) any Taxes of any Acquired Entity with respect to any taxable periods (or portions thereof) ending on or prior to the Closing Date.

Each Seller shall be responsible to the Buyer Group for paying such Seller’s Pro Rata Share of any Losses suffered or sustained by any member of the Buyer Group. Notwithstanding the foregoing, however, the representations, warranties, covenants and agreements contained in this Agreement that relate specifically and solely to a particular Seller are the obligations of that particular Seller only and the other Seller shall not be responsible therefor. This means that the particular Seller making any such representation, warranty, covenant or agreement contained in this Agreement shall be solely responsible for any Losses the Buyer Group may suffer as a result of any breach or nonfulfillment of any such representations, warranties, covenants and agreements by such Seller.

(b) Indemnification of Sellers . Buyer agrees to indemnify Sellers and their respective Affiliates (excluding, following the Closing, the Acquired Entities), officers, directors, employees, stockholders, agents, attorneys, representatives, successors and permitted assigns (the “ Seller Group ”) and hold the Seller Group harmless from and against any Loss which Sellers suffer, sustain or become subject to, as the result of:

(i) the breach of any representation or warranty made by Buyer contained in this Agreement, any schedule or exhibit hereto or any certificate delivered by or on behalf of Buyer in connection with the Closing; and/or

(ii) the breach of any covenant or agreement made by Buyer contained in this Agreement, any schedule or exhibit hereto or any certificate delivered by or on behalf of Buyer in connection with the Closing.

(i) With respect to claims for breaches of representations and warranties referred to in Section 8.2(a)(i) and/or claims under Section 8.2(a)(iv) above: (A) Sellers shall not be liable to the Buyer Group for any individual Loss or series of related Losses arising out of the same or similar facts, events or circumstances of less than $20,000 (the “ Mini-Basket ”), provided that if any such individual Loss or series of related Losses arising out of the same or similar facts, events or circumstances are in excess of the Mini-Basket, all such Losses (including the Losses which would otherwise be subject to the Mini-Basket) shall be fully recoverable, subject to the limitations set forth in clauses (B) and (C) hereof; (B) Sellers will be liable to the Buyer Group for Losses arising therefrom only if the aggregate amount of all such Losses resulting to the Buyer Group from all such breaches or claims exceeds $250,000 (the “ Basket ”) in the aggregate, in which case Sellers will be liable for all such Losses in excess of the Basket; and (C) Sellers shall not be liable to the Buyer Group to the extent such Losses exceed $6,000,000 (the “ Cap ”);

provided that the foregoing limitations (i.e., Mini-Basket, Basket and Cap) shall not apply in respect of any Loss with respect to the breach by Sellers and/or the Acquired Entities of the Fundamental Seller Representations. Notwithstanding any provision in this Agreement to the contrary, Buyer acknowledges and agrees that Sellers shall not be liable to the Buyer Group for Losses solely to the extent arising from breaches of the representations and warranties set forth in Section 4.7 to the extent such Losses exceed $3,000,000 (the “ Undisclosed Liabilities Cap ”); it being understood and agreed, however, that (x) if Sellers and/or the Acquired Entities have breached any other representation, warranty, covenant or agreement in respect of any particular Loss, or such Loss is otherwise indemnifiable under Sections 8.2(a)(ii) through (v) , then such Loss shall not count against the Undisclosed Liabilities Cap and (y) for the avoidance of doubt, the aggregate amount of Losses for which the Sellers will be liable to the Buyer Group with respect to breaches of representations and warranties referred to in Section 8.2(a)(i) (other than the Fundamental Seller Representations (which are not subject to the Mini-Basket, Basket and Cap), but including Section 4.7 (whether or not the Undisclosed Liabilities Cap has been reached)) and claims under Section 8.2(a)(iv) above shall in no event exceed the Cap.

(ii) With respect to claims for breaches of representations and warranties referred to in Section 8.2(b)(i) above: (A) Buyer will be liable to the Seller Group for Losses arising therefrom only if the aggregate amount of all such Losses resulting to the Seller Group from all such breaches or claims exceeds, in the aggregate, $250,000 (the “ Buyer Basket ”), in which case Buyer will be liable for all such Losses in excess of the Buyer Basket; and (B) Buyer shall not be liable to the Seller Group to the extent such Losses exceed $6,000,000 (the “ Buyer Cap ”); provided that the foregoing limitations (i.e., the Buyer Basket and Buyer Cap) shall not apply in respect of any Loss with respect to the breach by Buyer of the Fundamental Buyer Representations.

(iii) No Person shall be entitled to recover for any Loss pursuant to Section 8.2(a)(i) or Section 8.2(b)(i) unless written notice of a claim thereof is delivered to the Indemnifying Party prior to the Applicable Limitation Date (in which case, for the avoidance of doubt, such claim shall survive until the claim for indemnification and the matter upon which such claim for indemnification was brought have been finally resolved and, for a claim timely brought, the Losses indemnifiable hereunder shall include both those suffered prior to and after such Applicable Limitation Date). For purposes of this Section 8.2(c)(iii) , the term “ Applicable Limitation Date ” shall mean the eighteen (18) month anniversary of the Closing Date; provided that with respect to any Loss arising from or relating to a breach of any Fundamental Seller Representation or any Fundamental Buyer Representation, the Applicable Limitation Date shall be the 30 ^th day after the expiration of the applicable statute of limitations (including any extension thereto to the extent such statute of limitations may be tolled).

(iv) No Person shall be entitled to recover for any Loss pursuant to Section 8.2(a)(i) , in the case of the Buyer Group, or Section 8.2(b)(i) , in the case of the Seller Group, if and to the extent such Person had knowledge prior to the Closing that the particular representation or warranty made by the other party(ies) under which recovery for such Loss is sought was breached. For purposes hereof, as applied to Buyer Group, the term “knowledge” means the actual knowledge (without any investigation or inquiry (and shall in no event encompass constructive, imputed or similar concepts of knowledge)) of the following Persons: Scott Rued, Dan Moorse and Kurt Rasmussen.

(v) For the avoidance of doubt, and notwithstanding anything to the contrary herein, the limitations on recovery set forth in this Section 8.2(c) above shall not apply to, and shall in no way limit or restrict any Person’s right to maintain a claim for and/or recover any

amounts in connection with, any claim for indemnification pursuant to Sections 8.2(a)(ii) , 8.2(a)(iii) , 8.2(a)(v ) or 8.2(b)(ii) .

(d) Procedures . If a party hereto seeks indemnification under this Section 8.2 , such party (the “ Indemnified Party ”) shall give written notice to the other party (the “ Indemnifying Party ”) of the facts and circumstances giving rise to the claim. In that regard, if any suit, action, claim, liability or obligation is brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Section 8.2 , the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in reasonable detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party, if it so elects (except that the Indemnifying Party may not so elect without the Indemnified Party’s consent unless (i) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party to the extent required under this ARTICLE VIII , (ii) the Indemnifying Party provides reasonable evidence to the Indemnified Party of its financial ability to satisfy its indemnification obligations, (iii) the suit, action, claim, liability or obligation does not seek to impose any liability or obligation upon the Indemnified Party other than for money damages, (iv) such suit, claim or action involves aggregate Losses that are reasonably expected to be less than the maximum amount for which such Indemnifying Party could be liable under this ARTICLE VIII and (v) such suit, action, claim, liability or obligation does not relate to the Indemnified Party’s relationship with its customers, suppliers or employees) shall assume and control the defense thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses. If the Indemnifying Party elects to assume and control the defense, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (y) the employment thereof has been specifically authorized by the Indemnifying Party in writing or (z) the Indemnifying Party has failed to assume the defense and employ counsel. The Indemnifying Party shall not be liable for any settlement of any action or proceeding, the defense of which it has elected to assume, which settlement is effected without the written consent of the Indemnifying Party. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in any action or proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any Loss by reason of such settlement or judgment in accordance with this ARTICLE VIII .

(e) Offset . Subject to the terms and conditions set forth in this Section 8.2 , in the event that a party is finally determined to be entitled to indemnification for any Losses pursuant to this Section 8.2 , then such Indemnified Party may, at its option, setoff all or any portion of such Losses against any amounts due or to become due to the Indemnifying Party, whether pursuant to this Agreement or otherwise (including under any Seller Note).

(f) Insurance and Tax Benefits . Any payment made under this ARTICLE VIII in respect of any indemnification claim (i) shall be reduced by any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim (determined after giving effect to any increase in premiums resulting therefrom), provided that if a member of the Buyer Group is the Indemnified Party, this clause (i) shall be limited to any insurance proceeds realized by and paid to the Acquired Entities in respect of such claim under the insurance policies listed on Schedule 4.18 ), and (ii) shall be reduced by an amount equal to any net Tax benefits attributable to such claim, but only to the extent that such Tax benefits are actually realized by the Indemnified Party or by any consolidated, combined or unitary group of which the Indemnified Party is a member, in the Tax year (or the immediately succeeding Tax year) in which such Losses were incurred. The Indemnified Party shall use its commercially reasonable efforts to make insurance claims relating to any claim for which it is seeking indemnification pursuant to this Section 8.2(f) .

(g) Certain Releases .

(i) Effective upon the Closing, each Seller hereby irrevocably waives, releases and discharges forever the Acquired Entities from any and all liabilities and obligations to such Seller of any kind or nature whatsoever, whether in its capacity as a Seller hereunder, as a stockholder, officer or director of any Acquired Entity or otherwise (including, without limitation, in respect of rights of contribution or indemnification) as to facts, conditions, transactions, events or circumstances prior to the Closing Date; provided, that this Section 8.2(g)(i) (x) is not intended to affect the remedies available against Buyer hereunder or under any employment arrangements commencing as of the Closing Date and (y) subject to Section 9.11 , shall not apply to rights of indemnification from the Acquired Entities under the Acquired Entities’ organizational documents held by any such Seller unless, in any such case, such indemnification, obligation or liability arises from or relates to a breach by any Seller of, or is otherwise covered by, a representation, warranty, covenant, agreement or indemnity under this Agreement, the schedules hereto and/or any certificate delivered by any Seller to Buyer with respect thereto in connection with the Closing (without regard to time limitations set forth herein).

(ii) Effective upon the Closing, except for claims or causes of action brought under this Agreement, each of the Buyer and the Acquired Entities hereby irrevocably waives, releases and discharges forever each of the Sellers from any and all liabilities and obligations to Buyer or such Acquired Entity of any kind or nature arising out of or relating to facts, conditions, transactions, events or circumstances prior to the Closing Date to the extent related to the Acquired Entities; provided, however, that this Section 8.2(g)(ii) will not be construed to release any of the Sellers (1) from his obligations under this Agreement or the Exhibits hereto (including, without limitation, any indemnification obligations hereunder) and (2) from any claims or causes of actions based upon intentional misrepresentation, fraud or deceit.

(h) Fraud . Nothing in this Agreement shall limit or restrict any Person’s right to maintain a claim for and/or recover any amounts in connection with any action or claim based upon intentional misrepresentation, fraud or deceit.

(i) DOT Claims . Notwithstanding any provision in this Agreement to the contrary, Buyer acknowledges and agrees that Sellers shall not be liable to the Buyer Group for Losses arising from any and all Department of Transportation (or similar federal or state authority) claims and/or inquiries against any of the Acquired Entities of less than $200,000 in the aggregate.

8.3 [Reserved] .

8.4 Exclusive Remedy . The parties hereto hereby acknowledge and agree that the indemnification rights under this ARTICLE VIII constitute the exclusive remedy for any party for a breach of or inaccuracy in any representation or warranty herein and any breach or nonfulfillment of any covenant or agreement herein (other than those set forth in Sections 1.4 and 9.1 ), except for specific performance, equitable relief, injunctive relief, fraud and/or intentional misrepresentation.

8.5 Limitation on Special or Punitive Damages . No party will be liable for special or punitive damages, regardless of whether a claim is asserted based on tort or contract theories; provided, however, that in the case of third party claims or claims based on intentional misrepresentation, fraud or deceit the Loss to be covered by the indemnification provisions of this Agreement will be deemed to include all forms of relief, monetary and otherwise (including punitive or special damages).

8.6 Subrogation . Nothing in this Agreement may be construed to limit any subrogation rights, if any, that an Indemnifying Party may have at law or equity to the extent the Indemnifying Party has made payments to the Indemnified Party hereunder.

8.7 Indemnity Payments as Purchase Price Adjustments . To the greatest extent possible all indemnity payments under this ARTICLE VIII will be treated as adjustments to the Purchase Price.

ARTICLE IX
ADDITIONAL AGREEMENTS

9.1 Tax Matters . The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain tax matters following the Closing Date:

(a) Tax Periods Ending on or Before the Closing Date . Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Acquired Entities for all periods ending on or prior to the Closing Date which are filed after the Closing Date. At least fifteen (15) days prior to filing any Tax Return described in the preceding sentence, Sellers shall submit a copy of such Tax Return to Buyer for Buyer’s review and approval, which approval shall not be unreasonably withheld; provided that if Buyer has not responded to Sellers at the expiration of such fifteen (15) day period, Buyer shall be deemed to have approved such Tax Return. Sellers shall reimburse Buyer for Taxes of the Acquired Entities with respect to such periods within fifteen (15) days of payment by Buyer or any Acquired Entity of such Taxes.

(b) Tax Periods Beginning Before and Ending After the Closing Date . Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns for the Acquired Entities for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall pay to Buyer within fifteen (15) days of the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date. For purposes of this Section 9.1(b) , in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Acquired Entities.

(c) Refunds . To the extent any determination of Tax liability of any of the Sellers, whether as a result of an audit or examination, a claim for refund, the filing of an amended return or otherwise, results in any refund of Taxes paid attributable to any period ending on or prior to the Closing Date or the portion of a period before the Closing Date (other than a refund attributable to any attribute arising in a taxable period other than a Pre-Closing Tax Period), Buyer shall notify Sellers of such refund and any such refund or portion of such refund attributable to the Pre-Closing Tax Periods, or any portion thereof, net of any Taxes imposed on the recipient of, or entitlement to, such refund, shall belong to and be promptly remitted to Sellers.

(d) Cooperation on Tax Matters . Buyer, the Acquired Entities and Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 9.1 and any audit or other Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer will promptly notify Sellers of the commencement of any Proceeding by any Tax authority, as well as any notice of assessment and any notice and demand for payment, concerning any Taxes for which indemnification may be required under this Agreement. Sellers shall control the strategy, defense and settlement of any Proceeding relating to Taxes attributable to any Pre-Closing Tax Periods, provided that (i) Sellers acknowledge in writing their liability under this Agreement to hold the Buyer Group harmless against the full amount of any adjustment which may be made as a result of such Proceeding, (ii) Sellers shall not take any position in any such Proceeding inconsistent with past practices and positions taken by the Acquired Entities, (iii) the Buyer may participate in any such Proceeding at its own expense and with counsel of its choosing, and (iv) if any of the issues raised in any such Proceeding could reasonably be expected to have a material impact on Taxes of Buyer or any Acquired Entity or any of their respective affiliates for any taxable period ending after the Closing Date, the Sellers shall not settle or compromise any such Proceeding without the consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). Buyer will reasonably cooperate with Sellers and cause the Acquired Entities to reasonably cooperate with Sellers. Sellers shall promptly notify Buyer if Sellers decide not to participate in the defense of any such Proceeding and Buyer thereupon shall be permitted (as its own expense) to defend such Proceeding, in which event Sellers will reasonably cooperate with Purchaser. Without the prior written consent of Sellers (not to be unreasonably withheld, conditions or delayed), Buyer shall not cause or permit any of the Acquired Entities to file any amended Tax Return relating to Pre-Closing Tax Periods or file any claim for a refund of Taxes relating to Pre-Closing Tax Periods. The Acquired Entities and Sellers agree (A) to retain all books and records with respect to Tax matters and pertinent to the Acquired Entities relating to any Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellers, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Acquired Entities or Sellers, as the case may be, shall allow the other party to take possession of such books and records.

(e) Tax Sharing Agreements . All tax sharing agreements or similar agreements with respect to or involving any Acquired Entity (other than the fuel tax agreements listed on Schedule 9.1(e) ) shall be terminated as of the Closing Date and, after the Closing Date, no Acquired Entity shall be bound thereby or have any liability thereunder.

(f) Certain Taxes . All transfer, documentary, sales, use, stamp, registration and other such non-income Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other non-income Taxes and fees, and, if required by applicable Law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

(g) Section 338(h)(10) Election .

(i) Each Seller will, and shall cause such Seller’s spouse (if any) to, join Buyer in making an election under Section 338(h)(10) of the Code (and any corresponding provisions of state, local or foreign Law) (collectively, a “ Section 338(h)(10) Election ”) with

respect to the purchase and sale of the Securities. Buyer will be responsible for preparing the Form 8023 and any other applicable forms used to make a Section 338(h)(10) Election. Each Seller shall sign, and shall cause such Seller’s spouse (if any) to sign, and Buyer shall sign, as required by applicable Law, at the Closing all federal and state forms used to make a Section 338(h)(10) Election requiring his, her or its signature. Buyer and Sellers will cooperate in good faith with each other in the preparation and timely filing of any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint filing of Form 8023 and related schedules. Prior to the Closing Date, each Seller shall provide to Buyer any information (including Tax elections made by or on behalf of the Acquired Entities) reasonably requested by Buyer in connection with its filing of a Section 338(h)(10) Election. Sellers shall pay any Tax imposed on the Acquired Entities attributable to the making of the Section 338(h)(10) Election, including (i) any Tax imposed under Section 1374 of the Code, (ii) any tax imposed under Treas. Reg. Section 1.338-1(d)(3), or (iii) any state, local or foreign Tax imposed on the gain resulting from the deemed asset sale of any Acquired Entity as a result of the Section 338(h)(10) Election.

(ii) Buyer, the Acquired Entities and Sellers agree that the Purchase Price and the liabilities of the Acquired Entities (plus other relevant items) will be allocated to the assets of the Acquired Entities for all purposes (including Tax and financial accounting) in a manner consistent with the fair market values set forth in an allocation schedule to be prepared by the Buyer in accordance with Section 338(b)(5) of the Code. Buyer and Sellers shall determine the fair market value of the assets of the Acquired Entities by mutual agreement (the “ Valuation ”) in a manner consistent with the methodologies set forth on Exhibit F . Buyer and the Acquired Entities will file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Valuation.

9.2 Press Releases and Announcements . From and after the date hereof, no press releases related to this Agreement and the transactions contemplated herein, or other announcements to the employees, customers or suppliers of any Acquired Entity will be issued without Buyer’s consent (which shall not be unreasonably withheld).

9.3 Further Transfers . Sellers and the Acquired Entities will execute and deliver such further instruments of conveyance and transfer and take such additional action as Buyer may reasonably request to effect, consummate, confirm or evidence the transfer to Buyer of the Securities and any other transactions contemplated hereby.

9.4 Specific Performance . The parties hereto hereby agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or injunctions or other equitable relief to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

9.5 Investigation and Confidentiality .

(a) Sellers will maintain the confidentiality of, and will not use for any purpose, all proprietary and other non-public information regarding the Acquired Entities (including, without limitation, any of same included in the Proprietary Rights), except as necessary to file Tax Returns and other reports to Governmental Entities, and to the extent necessary to perform their obligations as employees of Buyer, the Acquired Entities and/or any of their Affiliates. In the event that Sellers are requested or required (by oral question or request for information or documents in any legal proceeding,

interrogatory, subpoena, civil investigative demand, or similar process) to disclose any such information, Sellers will notify Buyer promptly of the request or requirement so that Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 9.5 . If, in the absence of a protective order or the receipt of a waiver hereunder, Sellers are, on the advice of counsel, legally compelled to disclose any information , Sellers may disclose the information; provided, however, that the disclosing Sellers shall use commercially reasonable efforts to obtain, at the request of Buyer, an order or other assurance that confidential treatment will be accorded to such portion of the information required to be disclosed as Buyer shall designate. This Section 9.5 shall survive any expiration or termination of this Agreement.

(b) The parties hereto acknowledge and agree that in the event of a breach by any party of any of the provisions of this Section 9.5 , monetary damages may not constitute a sufficient remedy. Consequently, in the event of any such breach, any non breaching party and/or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, in each case without the requirement of posting a bond or proving actual damages.

9.6 Expenses . Except as otherwise provided herein, Buyer and Sellers will pay all of their own fees, costs and expenses (including fees, costs and expenses of legal counsel, investment bankers, brokers or other representatives and consultants and filing fees, appraisal fees, surveys, title insurance policies, environmental reports and other costs and expenses) incurred in connection with the negotiation of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. Notwithstanding the foregoing each party acknowledges and agrees that (i) Buyer shall be responsible for any fee payable to Ahern & Associates, LTD payable in connection with the transactions contemplated hereby under any retainer or fee agreement between Buyer or any of its pre-Closing Affiliates and Ahern & Associates, LTD and (ii) Sellers will pay the fees, costs and expenses of the Acquired Entities and that the Acquired Entities will not pay any of Sellers’ fees, costs and expenses (including, without limitation, legal and accounting fees, costs and expenses) arising in connection with the transactions contemplated hereby; provided that the Acquired Entities may pay up to $85,000 in the aggregate of the fees and expenses described in this clause (ii). Subject to the proviso in the immediately preceding sentence, to the extent such fees, costs and expenses are not either paid by Sellers on or prior to the Closing Date, Sellers shall indemnify and hold harmless the Buyer Group from such fees, costs and expenses.

9.7 Submission to Jurisdiction; Waiver of Jury Trial . Other than with respect to actions for equitable or injunctive relief (which may be brought in any court having proper jurisdiction), the parties hereby submit to the exclusive jurisdiction of the United States District Court for the District of Maine and of any Maine state court located within the geographic boundaries of Maine for purposes of legal proceedings that may arise hereunder and the parties hereby irrevocably waive, to the fullest extent permitted by Law, any objection that they may now have or later have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT.

9.8 Books and Records . Unless otherwise consented to in writing by Sellers or Buyer (as the case may be), Buyer and Sellers will not, for a period of 7 years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of any Acquired Entity acquired by Buyer hereunder or retained by Sellers without first offering to surrender to Sellers or Buyer such books and records or any

portion thereof of which Sellers or Buyer may intend to destroy, alter or dispose of. Buyer and Sellers will allow the other party’s representatives, attorneys and accountants access to such books and records, upon reasonable request and during such party’s normal business hours, for the purpose of examining and copying the same in connection with any matter whether or not relating to or arising out of this Agreement or the transactions contemplated hereby.

9.9 Reserved .

9.10 Non-Compete; Non-Solicitation . In consideration of Buyer’s agreement to enter into this Agreement, and as a condition thereto, each Seller covenants and agrees as follows:

(a) For a period of six years from and after the Closing Date (the “ Non-Compete Period ”), such Seller will not engage directly or indirectly in any of the businesses in which any Acquired Entity engages as of the Closing Date anywhere in North America; provided , however , that such Seller may own up to 5% of the outstanding equity securities of any publicly traded Person that engages in any of such businesses; provided , further , that such Seller may engage in any of such businesses after the Closing while employed by Buyer, any of the Acquired Entities or any of Buyer’s Affiliates solely in such Seller’s capacity as an employee of Buyer, the Acquired Entities and/or Buyer’s Affiliates, whether pursuant to the applicable employment agreement attached as Exhibit D or Exhibit E or otherwise, to the extent authorized to do so by Buyer.

(b) during the Non-Compete Period, such Seller (i) will not, and will cause his Affiliates not to, directly or indirectly contact or solicit for the purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise) or actually hire any person employed by any Acquired Entity at any time during the 1-year period preceding the Closing Date and/or during the Non-Compete Period, without the prior written consent of Buyer and (ii) will not induce or attempt to induce any customer or other business relation of any Acquired Entity into any business relationship which might materially harm such Acquired Entity.

(c) If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 9.10 is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

(d) Such Seller acknowledges and agrees that in the event of a breach by such Seller of any of the provisions of this Section 9.10 , monetary damages will not constitute a sufficient remedy. Consequently, in the event of any such breach, the Buyer Group and/or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, in each case without the requirement of posting a bond or proving actual damages.

(e) If (i) Buyer and the Acquired Entities fail to make in full any scheduled payment of principal or interest within 365 days after any such amount is due and payable under the Sargent Note or the Tweedie Note (and regardless of whether prohibited from making such payment as a result of any prohibition relating to the Senior Indebtedness (as such term is defined in the Senior Notes)) or (ii) Buyer and the Acquired Entities fail to make in full any Contingent Payment (after final determination thereof)

within 365 days after any such amount is due and payable pursuant to Section 1.4 (and regardless of whether prohibited from making such payment as a result of any prohibition relating to the Senior Indebtedness (as such term is defined in the Senior Notes)), then immediately upon such event, and without waiving any other rights Sellers may have under ARTICLE VIII , Sections 9.10(a) and 9.10(b) will become immediately null and void from and after any such payment default (after giving effect to such 365 day cure period); provided that the foregoing shall in no event relieve any Seller from liability for any breach of Section 9.10(a) and/or Section 9.10(b) prior to such termination. In addition, if Buyer terminates a particular Seller’s employment with Buyer without Cause (as defined below), then immediately upon such termination, Section 9.10(a) will become immediately null and void with respect to such Seller from and after the date of such termination; provided that the foregoing shall in no event relieve any Seller from liability for any breach of Section 9.10(a) prior to such termination. For purposes hereof, “Cause” means (i) the commission of a felony or any other act or omission involving dishonesty, embezzlement, theft or fraud with respect to Buyer or any of its post-Closing Subsidiaries (including the Acquired Entities) or any of their customers, suppliers, agents or independent contractors, (ii) conduct tending to bring Buyer or any of its post-Closing Subsidiaries (including the Acquired Entities) into substantial public disgrace or disrepute (including substance abuse and sexual misconduct), (iii) substantial and repeated failure to perform duties as reasonably directed by Buyer’s board of directors, (iv) breach of fiduciary duty, gross negligence or willful misconduct with respect to Buyer or any of its post-Closing Subsidiaries (including the Acquired Entities) or (v) any other material breach of any written agreement governing the employment relationship between any such Seller and Buyer or any of its post-Closing Subsidiaries (including the Acquired Entities). For the avoidance of doubt, the parties hereto acknowledge and agree that nothing in this Section 9.10(e) shall be construed to extend the Non-Compete Period beyond the six year anniversary of the Closing Date.

9.11 Directors and Officers Indemnification . For a period of five (5) years after the Closing Date, the Buyer and the Acquired Entities agree not to amend or modify the director and officer indemnification provisions (if any) contained in the certificate of incorporation and/or bylaws of any Acquired Entity in a manner that is adverse to such covered Persons. Notwithstanding any provision herein to the contrary, Buyer and the Acquired Entities shall have no obligation to indemnify any such covered Person (including any Seller or any of their Affiliates) entitled to indemnification under any organizational documents of any Acquired Entity to the extent any such claim arises from or relates to a breach by any Seller or any Acquired Entity of, or is otherwise covered by, a representation, warranty, covenant, agreement or indemnity under this Agreement (without regard to time limitations set forth herein). Subject to the satisfaction of any applicable eligibility requirements, each Seller shall be entitled to be covered by any directors’ and officers’ liability insurance policy maintained by Buyer with respect to Buyer and the Acquired Entities during the term of such Seller’s employment with Buyer or any of its post-Closing Subsidiaries (including the Acquired Entities), which policy(ies) shall be on terms not materially less favorable in the aggregate to the covered directors and officers than those set forth in the attachments to Schedule 9.11 .

9.12 Contingent Payment Covenants .

(a) During the period commencing on the Closing Date and ending on December 31, 2009, Buyer will, and will cause the Acquired Entities to, unless otherwise consented to by Sellers (any such consent not to be unreasonably withheld or delayed):

(i) account for the Acquired Entities as a separate accounting entity on a consolidated basis;

(ii) except as set forth in Section 9.12(b)(i) , maintain the separate existence of each Acquired Entity (provided, however, that Buyer may convert any such Acquired Entity into a limited liability company without Sellers’ consent);

(iii) operate the Acquired Entities in the same lines of business as the Acquired Entities were operated prior to the Closing Date;

(iv) refrain from permitting the sale or lease of any material capital assets of the Acquired Entities to any third party, except for such sales or leases in the Ordinary Course of Business;

(v) refrain from operating the business of the Acquired Entities except in the Ordinary Course of Business (provided, however, that Buyer may cause any Acquired Entity to, and any Acquired Entity may (at Buyer’ direction), make such changes in the operation of the business of any Acquired Entity that (i) are necessary to comply with applicable Law, (ii) are necessary to comply with any Contract to which any Acquired Entity is party or subject to, and/or (iii) are necessary or desirable to respond to changes in the market and/or industry in which any such Acquired Entity participates);

(vi) use commercially reasonable efforts to ensure that the Acquired Entities possess or have access to sufficient working capital so as to operate in a manner consistent with the operations prior to the Closing Date; and

(vii) operate the Acquired Entities in a good faith manner such that Buyer will not take, and will not permit the Acquired Entities to take, any action that would have the effect of artificially decreasing the EBITDA of the Acquired Entities.

(b) Without limiting the generality of the foregoing provisions of Section 9.12(a) , during the period commencing on the Closing Date and ending on December 31, 2009, without the written consent of Sellers (not to be unreasonably withheld or delayed), Buyer will not, and, in the case of Sections 9.12(b)(i) through (vii) , will not permit any of its Affiliates to:

(i) dissolve, merge, consolidate, liquidate or otherwise change the legal existence of the Acquired Entities, except that any Acquired Entity may merge with another Acquired Entity and Buyer may cause any such Acquired Entity to be converted into a limited liability company;

(ii) except pursuant to the arrangements set forth on Schedule 9.12(b)(ii) , charge the Acquired Entities any management fee or administrative fee or similar fee;

(iii) except for the arrangements set forth on Schedule 9.12(b)(ii) , cause any Acquired Entity to enter into any Contract or other arrangement with any other Affiliate of Buyer (other than Contracts and arrangements among any of Buyer and the Acquired Entities), except on an arms’ length basis;

(iv) move any business office of any Acquired Entity or relocate any employees or consultants of any Acquired Entity, in each case more than ten miles from its or their location on the Closing Date;

(v) so long as any Seller Note is outstanding, cause or allow the payment of any dividend by Buyer (provided that the foregoing shall not be deemed to prohibit or otherwise

restrict any intercompany transfers or other intercompany transactions among the Acquired Entities and/or any dividends or intercompany transactions between any Acquired Entity and Buyer);

(vi) cause the Acquired Entities to hire any management-level employee or consultant, except (i) employees and consultants retained by the Acquired Entities on the Closing Date, (ii) employees and consultants retained to work for the Acquired Entities on a full or part-time basis on terms and conditions consistent with the Acquired Entities’ historic practices and/or (iii) in the good faith discretion of the board of directors of Buyer or any Acquired Entity;

(vii) materially increase the compensation paid to any Acquired Entities’ employee, except for merit or bonus increases in the ordinary course of business or as otherwise determined in the good faith discretion of the board of directors of Buyer or any Acquired Entity; or

(viii) direct any existing business of any Acquired Entity to any Affiliate of Buyer (other than another Acquired Entity) or prohibit any Acquired Entity from soliciting any new business otherwise within the lines of business of the Acquired Entities as of the date hereof.

ARTICLE X
MISCELLANEOUS

10.1 Amendment and Waiver . This Agreement may be amended and any provision of this Agreement may be waived, provided that any such amendment or waiver will be binding upon a party only if such amendment or waiver is set forth in a writing executed by Buyer and Sellers (or in the case of a waiver, by the party providing such waiver). No course of dealing between or among any Persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any party under or by reason of this Agreement. Notwithstanding any provision herein to the contrary, no Seller shall be entitled to make any determination, provide any waiver or amendment or otherwise take any action on behalf of any member of the Buyer Group hereunder except to the extent approved in writing by the Board.

10.2 Notices . All notices, demands and other communications given or delivered under this Agreement will be in writing and will be deemed to have been given when personally delivered, mailed by first class mail, return receipt requested, delivered by overnight delivery service or telecopied. Notices, demands and communications to the Acquired Entities, Sellers and Buyer will, unless another address is specified in writing, be sent to the address or telecopy number indicated below:

Notices to Sellers (and, prior to the Closing, the Acquired Entities):

If to Sargent :

Bruce Sargent
425 Center Line Road
Presque Isle, ME 04769

If to Tweedie :

Michael Tweedie
P.O. Box 363
Mars Hill, ME 04758

With a copy to :

Stinson Morrison Hecker LLP
12 Corporate Woods
10975 Benson, Suite 550
Overland Park, KS 66210
Attention: Lawrence Bigus
Telecopy: (913) 451-6352

Notices to Buyer (and after the Closing, the Acquired Entities):

c/o Thayer Capital Partners
1455 Pennsylvania Avenue, N.W.
Suite 350
Washington, D.C. 20004
Attention: Scott Rued
Telecopy: (202) 371-0391

With a copy to :

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: John A. Schoenfeld, P.C.
Telecopy: (312) 861-2200

10.3 Binding Agreement; Assignment . This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Seller without the prior written consent of Buyer or by Buyer without the prior written consent of the Sellers; provided further that, notwithstanding the foregoing, Buyer and its permitted assigns may at any time without the prior written consent of any other party: (a) assign, in whole or in part, its rights and obligations under this Agreement to one or more of its Affiliates or to any subsequent purchaser of the Acquired Entities or of any material portion of the Acquired Entities’ assets and (b) assign its rights under this Agreement for collateral security purposes to any lenders providing financing to Buyer, the Acquired Entities, such permitted assign or any of their Affiliates.

10.4 Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.

10.5 Construction . The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any Person. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one Schedule shall be deemed to have been disclosed on each other Schedule if, and only to the extent that, it is reasonably apparent that such matter or item disclosed has application to such other

Schedule. The parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant. Nothing in this Agreement is intended to provide any party with more than one recovery in respect of any particular Loss, regardless of whether arising out of the breach of more than one representation or warranty. Any references to defined terms herein imparting the singular only shall include the plural and vice versa. The word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions. The words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited. The word “or” is disjunctive but not necessarily exclusive.

10.6 Captions . The captions used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement will be enforced and construed as if no caption had been used in this Agreement.

10.7 Entire Agreement . This Agreement and the documents referred to herein contain the entire agreement between the parties and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way, including the letter agreement, dated May 10, 2006, among the Sellers, the Acquired Entities and Buyer’s Affiliate, Thayer Equity Investors V, L.P.

10.8 Counterparts . This Agreement may be executed in one or more counterparts (whether by originally-executed counterparts or electronically-delivered counterparts or any combination of such methods), each of which shall be deemed an original but all of which taken together will constitute one and the same instrument.

10.9 Governing Law . All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

10.10 Parties in Interest . Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties and their respective successors and assigns any rights or remedies under or by virtue of this Agreement.

10.11 Knowledge . As applied to the Acquired Entities or Sellers in this Agreement, the term “Knowledge” means the actual knowledge or awareness (after reasonable inquiry of the officers, directors, management personnel, dispatchers (including third party dispatchers, but excluding, for the avoidance of doubt, any truck drivers) and attorneys, accountants and other professional service providers of, or engaged by, the Acquired Entities and Sellers) of the following Persons: Bruce Sargent, Michael Tweedie, and Amy Howlett.

ARTICLE XI
DEFINITIONS

11.1 Certain Definitions . For purposes hereof, the following terms, when used herein with initial capital letters, shall have the respective meanings set forth below:

“ Affiliate ” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person. For the purposes of this definition, “ control ” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, Contract or otherwise.

“ Bonus Recipients ” means the employees of the Acquired Entities identified on Schedule 11.1(b) attached hereto.

“ Business Day ” means any day other than Saturday, Sunday or any other day in which banks in New York, New York are authorized or required to be closed.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Contract ” shall mean any contract, license, sublicense, franchise, mortgage, purchase order, indenture, loan agreement, note, lease, sublease, agreement, commitment, instrument or other arrangement, in each case, whether written or oral.

“ EBITDA ” means, for any particular Contingent Payment Period and solely with respect to the businesses of the Acquired Entities, without duplication, (i) Buyer’s and the Acquired Entities’ consolidated net income (or loss) for any particular Contingent Payment Period determined in accordance with GAAP, consistently applied in accordance with the past practices of the Acquired Entities, plus (ii) to the extent (but only to the extent) deducted in such period in determining such net income (or loss) (A) the amount of income Tax expense of Buyer and the Acquired Entities for such period, (B) the amount of interest expense for indebtedness for borrowed money of Buyer and the Acquired Entities for such period, (C) the amount of depreciation expenses of Buyer and the Acquired Entities for such period and (D) the amount of amortization expenses of Buyer and the Acquired Entities for such period, minus (iii) to the extent (but only to the extent) included in such period in determining such net income, (1) interest income and non-operating income and (2) extraordinary or nonrecurring items of income or gain. In addition, “EBITDA” will exclude the effect of any of the following, to the extent included in the determination of Buyer’s and the Acquired Entities’ consolidated net income (or loss) for any particular Contingent Payment Period: (a) any EBITDA attributable to any business resulting from an acquisition directly or indirectly consummated by Buyer and/or any Acquired Entity after the Closing; (b) any portion of any Contingent Payment due and owing, if any; (c) the amount of any management, advisory or transaction fees paid or payable to Thayer Equity Investors V, L.P. or its Affiliates, including the arrangements set forth on Schedule 9.12(b)(ii) ; (d) any non-cash items increasing net income in any such period; (e) any gains or losses from the sale of assets outside of the ordinary course of business; (f) the aggregate amount of the insurance premium for umbrella insurance coverage in excess of $2.0 million but less than $15.0 million (not, in any event, to exceed $250,000 in the aggregate per Contingent Payment Period); (g) the aggregate amount of the insurance premium for umbrella insurance coverage in excess of $15.0 million, if any; (h) the Transaction Bonuses and (i) the aggregate amount of third party expenses (including filing and permit fees) incurred by Buyer or the Acquired Entities as a result of any relicensing or repermitting required solely as a result of the sale transaction contemplated by Section 1.1 hereof and/or changes resulting directly therefrom.

“ Encumbrance ” shall mean any encumbrance, lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, community property interest, equitable interest, option, debt, right of first refusal, easement, servitude or similar restriction.

“ Environmental and Safety Requirements ” shall mean, as in effect prior to or on the Closing Date, all federal, state, local and foreign statutes, regulations, ordinances and similar provisions having the force or effect of Law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, pollution, or protection of the environment, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous or otherwise regulated materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended.

“ Family Group ” of an individual means such individual’s spouse and descendants (whether natural or adopted) and any trust or other estate planning vehicle solely for the benefit of such individual and/or such individual’s spouse and/or descendants.

“ Fundamental Buyer Representations ” means those representations and warranties of Buyer set forth in Sections 6.1 (Organization), 6.2 (Authorization) and 6.5 (Brokerage).

“ Fundamental Seller Representations ” means those representations and warranties of Sellers and/or the Acquired Entities set forth in Sections 4.1 (Organization), 4.2 (Authorization), 4.3 (Capitalization), 4.4 (Subsidiaries), 4.11 (Taxes), 4.15 (Brokerage), 4.26 (Indebtedness), 4.28 (Cash), 5.1 (Residency), 5.2 (Authorization), 5.4 (Brokerage) and 5.5 (Securities).

“ GAAP ” means generally accepted accounting principles of the United States consistently applied.

“ Governmental Entity ” means any nation or government, any state, province or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, arbitrator or other body or administrative, regulatory or quasi-judicial authority, agency, department, board, commission or instrumentality of any federal, state, local or foreign jurisdiction.

“ HSR Act ” means the Hart Scott Rodino Antitrust Act of 1976, as amended.

“ Indebtedness ” means, without duplication, (A) all indebtedness or other obligation of the Acquired Entities for borrowed money, whether current, short term, or long term, secured or unsecured, (B) any indebtedness evidenced by any note, bond, debenture or other debt security, (C) any indebtedness for the deferred purchase price of property or services with respect to which a Person is liable, contingently or otherwise, as obligor or otherwise, (D) any commitment by which a Person assures a creditor against loss (including, without limitation, contingent reimbursement Liability with respect to letters of credit), (E) all lease obligations of the Acquired Entities under leases which are capital leases in accordance with GAAP, (F) any off balance sheet financing of the Acquired Entities, (G) any liability of the Acquired Entities with respect to interest rate swaps, collars, caps and similar hedging obligations, (H) any liability of the Acquired Entities under deferred compensation plans, severance or bonus plans or similar arrangements (including retention agreements and change-in-control agreements) made payable in whole or in part as a result of the transactions contemplated herein (other than the aggregate amount of Transaction Bonuses paid and/or payable to the Bonus Recipients to the extent such amounts are deducted

from the Cash Portion of the Purchase Price at Closing), (I) any indebtedness referred to in clauses (A) through (H) above of any Person other than the Acquired Entities which is either guaranteed by, or secured by a security interest upon any property owned by, the Acquired Entities and (J) accrued and unpaid interest of, and prepayment premiums, penalties or similar contractual charges arising as result of the discharge at Closing of, any such foregoing obligation. For the avoidance of doubt, “Indebtedness” shall (1) not be deemed to include trade account payables of the Acquired Entities generated in the Ordinary Course of Business to unaffiliated third Persons (including truckers) and real property lease payments, (2) not be deemed to include the performance and similar bonds and letters of credit set forth on Schedule 11.1(a) , (3) include any Indebtedness owed to any Seller or any of such Seller’s Affiliates (other than an Acquired Entity) and any Indebtedness securing any real property) and (4) not be deemed to include any Indebtedness owed from one Acquired Entity to another Acquired Entity.

“ Law ” means any law, statute, rule, ordinance, code, requirement, regulation, treaty, administrative ruling or executive order in the United States of America, any foreign country or any domestic or foreign national state, provincial, municipal or other local political subdivision thereof issued or promulgated by any Governmental Entity.

“ Material Adverse Effect ” means any event, transaction, condition or change (or combination of the foregoing) which has had or could reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise), operating results, customer, employee and/or sales representative relations or value of the Acquired Entities, taken as a whole, other than any event, transaction, condition or change relating to or arising out of (i) general United States economic or market conditions or (ii) acts of terrorism or war.

“ Order ” means any order, injunction, judgment, decree, ruling, writ or assessment.

“ Ordinary Course of Business ” means the usual and ordinary course of business of the Acquired Entities consistent with past custom and practice (including with respect to quantity and frequency).

“ Permits ” means any license, permit, certificate, approval, consent, registration, filing, franchise, accreditation or similar authorization issued, granted or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Law.

“ Permitted Encumbrance ” means (i) liens for Taxes not yet due and payable; (ii) liens imposed by law, such as liens of carriers, warehousemen, mechanics and materialmen incurred in the Ordinary Course of Business for sums that are not yet due and payable.

“ Pre-Closing Tax Period ” means any Tax period ending on or before the Closing Date, except that for Straddle Periods, the portion of such Straddle Period ending on the Closing Date will be considered a Pre-Closing Tax Period.

“ Pro Rata Share ” means, (i) with respect Sargent, 50% and (ii) with respect to Tweedie, 50%.

“ Proceeding ” means any action, claim, demand, arbitration, audit, hearing, investigation, litigation, suit or other proceeding of any nature (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity or arbitrator.

“ Proprietary Rights ” means all of the following items (i) patents, patent applications, patent disclosures and inventions; (ii) trademarks, service marks, trade dress, logos, slogans, designs, trade names, Internet domain names and corporate names together with all goodwill associated therewith; (iii) copyrights, copyrightable works and mask works and all derivative works thereof; (iv) all registrations, applications and renewals for any of the foregoing; (v) trade secrets, know how and confidential information (including, without limitation, ideas, formulae, manufacturing and production processes and techniques, specifications, designs, research and development information, technical data, proposals, financial and accounting data, business and marketing plans, customer and supplier lists and related information); (vi) computer software (including, without limitation, data, data bases and documentation) and licensed program products and (vii) any other proprietary rights.

“ Real Property ” means collectively, the Owned Real Property and the Leased Real Property.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time.

“ Straddle Period ” means any taxable period beginning on or before and ending after the Closing Date.

“ Subsidiary ” means, with respect to any Person, 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 (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening 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 that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, either (A) a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof, or (B) such Person is a general partner, managing member or managing director of such partnership, limited liability company, association or other entity.

“ Tax ” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, unclaimed property, sales, use, transfer, registration, escheat, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“ Tax Returns ” means returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of Taxes of any party or the administration of any laws, regulations or administrative requirements relating to any Taxes.

“ Transaction Bonuses ” means the cash payments due to the Bonus Recipients as set forth on Schedule 11.1(b) (prior to any reduction in respect of applicable federal, state and local tax withholdings). Schedule 11.1(b) sets forth the Transaction Bonus payable to each Bonus Recipient in connection with the consummation of the transactions contemplated hereby (prior to any reduction in respect of applicable federal, state and local tax withholdings).

11.2 Terms Defined Elsewhere in this Agreement . For purposes of this Agreement, the following terms shall have the meanings set forth in the section indicated:


	Section
“Accounting Firm”			1.4(b)
“Acquired Entities”	Preamble
“Agreement”	Preamble
“Applicable Limitation Date”	8.2(c)(iii)
“Basket”	8.2(c)(i)
“Benefit Plans”			4.17(a)
“Board”			1.4(b)
“Buyer”	Preamble
“Buyer Basket”	8.2(c)(ii)
“Buyer Cap”	8.2(c)(ii)
“Buyer Group”	8.2(a)
“Cap”		8.2(c)(i)
“Calculation Notice Statement”			1.4(b)
“Cash Portion”			1.2
“Contingent Payment”		1.4(a)
“Contingent Payment Period”			1.4(a)
“Closing”			1.3(a)
“Closing Date”			1.3(a)
“Closing Date Payment”			1.2
“COBRA”		4.17(a)
“Company Proprietary Right”		4.13(b)
“ERISA”		4.17(a)
“Equity Interests”			4.3
“HSR Act”			1.6
“Indemnified Party”			8.2(d)
“Indemnifying Party”			8.2(d)
“Insiders”			4.20
“Improvements”		4.9(c)
“Latest Balance Sheet”		4.6
“Leased Real Property”			4.9(b)
“Leases”			4.9(b)
“Loss”			8.2(a)
“Material Contract”			4.12(a)
“Objection Notice”			1.4(b)
“Owned Real Property”			4.9(a)
“Purchase Price”			1.2
“Sargent”	Preamble
“Sargent Note”			1.2
“Section 338(h)(10) Election”			9.1(g)(i)
“Securities”	Preamble
“Seller”	Preamble
“Seller Notes”			1.2
“Transfer”			1.4(d)
“Tweedie”	Preamble
“Tweedie Note”			1.2
“WARN Act”			4.8(j)

* * * *

IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the date first written above.


BUYER: SARGENT TRANSPORTATION GROUP, INC.
By:	/s/ Dan Moorse
	Name:	Dan Moorse
	Its: Vice President

ACQUIRED ENTITIES: SARGENT TRUCKING, INC.
By:	/s/ Bruce W. Sargent
	Name:	Bruce W. Sargent
	Its: President

BIG ROCK TRANSPORTATION, INC.
By:	/s/ Bruce W. Sargent
	Name:	Bruce W. Sargent
	Its: President

MIDWEST CARRIERS, INC.
By:	/s/ Bruce W. Sargent
	Name:	Bruce W. Sargent
	Its: President

SMITH TRUCK BROKERS, INC.
By:	/s/ Bruce W. Sargent
	Name:	Bruce W. Sargent
	Its: President

B & J TRANSPORTATION, INC.
By:	/s/ Bruce W. Sargent
	Name:	Bruce W. Sargent
	Its: President


	SELLERS:

	/s/ Bruce W. Sargent
	Bruce Sargent




	/s/ Michael Tweedie
	Michael Tweedie

Exhibit 10.4

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT dated as of February 29, 2008 by and among MICHAEL P. VALENTINE (the “ Seller ”), GROUP TRANSPORTATION SERVICES, INC., a Delaware corporation (“ GTS ”), GTS DIRECT, LLC, an Ohio limited liability company (“ Direct ”), and GTS ACQUISITION SUB, INC., a Delaware corporation, or its permitted assignee, as provided in Section 12.12 (the “ Buyer ”).

RECITALS

The Seller is the owner of Forty-six Million Two Hundred Twenty-four Thousand Six Hundred Six (46,224,606) shares of the common stock of GTS, which represents one hundred percent (100%) of the issued and outstanding shares of capital stock of GTS; and is the owner of one hundred (100) units of Direct, which represents all of the issued and outstanding units of Direct. GTS and Direct are collectively referred to as the “ Company ” for purposes of this Agreement, and the common stock of GTS owned by the Seller and the units of Direct owned by the Seller are collectively referred to as “ Shares ” for purposes of this Agreement.

Seller desires to sell the Shares to the Buyer, and the Buyer desires to purchase the Shares, on the terms and subject to the conditions set forth in this Agreement.

On December 18, 2007, the Seller, the Company and an Affiliate of the Buyer executed a certain letter agreement with respect to this transaction (the “ Letter Agreement ”). This Agreement is the definitive purchase agreement contemplated in the Letter Agreement.

AGREEMENT

The parties agree as follows:

1. Purchase and Sale .

Upon and subject to the terms and conditions contained in this Agreement, at the “Closing” (as defined in Section 9.1), Seller shall sell, transfer and deliver good and valid title to the Shares to the Buyer, free and clear of all claims and Encumbrances (as defined in Section 3.4), and the Buyer shall purchase the Shares from the Seller.

2. Purchase Price and Payment.

2.1 Purchase Price .

The consideration to be paid by the Buyer to the Seller for the acquisition of the Shares by the Buyer shall be as follows:

(a) Subject to the post-Closing adjustment set forth in Section 2.3, the sum of Nineteen Million Eight Hundred Thousand Dollars ($19,800,000) shall be paid by Buyer to Seller, as partial consideration for the acquisition of the Shares by Buyer (the “ Cash Purchase Price ”);

(b) A twenty percent (20%) interest in the outstanding stock of Group Transportation Services Holdings, Inc., Buyer’s parent corporation, or its assignee, as provided in Section 12.12, held by Buyer (“ Parent’s Stock ”); and

(c) After the Closing, Buyer or its permitted assignee may pay to Seller an amount not to exceed the sum of Three Million Five Hundred Thousand Dollars ($3,500,000), in accordance with Section 2.4 (the “ Earn Out Payment(s) ”).

2.2 Payment of Purchase Price .

2.2.1 The Purchase Price shall be paid by Buyer to Seller as follows:

(a) Subject to the post-Closing adjustment set forth in Section 2.3, (i) an amount equal to the Cash Purchase Price minus the amount of Funded Indebtedness at Closing shall be paid at Closing in immediately available funds to Seller by wire transfer, to an account or accounts designated by Seller, in writing, which written designation shall be delivered to Buyer at least three (3) business days prior to Closing, and (ii) amounts equal in aggregate to the amount of Funded Indebtedness at Closing shall be paid by

Buyer to the Company so that the Company can satisfy the obligations comprising such Funded Indebtedness immediately after Closing.;

(b) Parent’s Stock shall be duly endorsed and transferred to Seller, at Closing; and

2.3 Adjustment of Purchase Price .

2.3.1 Within 45 days after the Closing, the Buyer shall cause the Company to prepare and deliver to the Seller a draft statement of the Company’s working capital as of the Closing Date (“ Working Capital Statement ”). The working capital set forth on the Working Capital Statement shall be determined by subtracting current liabilities (other than Taxes related to bonuses payable by the Company at Closing, to the extent included in the calculation of Funded Indebtedness at Closing pursuant to Section 2.2.1(a)) from current assets of the Company as of the Closing Date, as calculated in accordance with U.S. generally accepted accounting principles (“ GAAP ”) and, to the extent consistent with GAAP, in a manner consistent with the preparation of the balance sheet for the year ended December 31, 2007 included in the Financial Statements (as herein defined), except that cash shall not be included as a current asset in such calculation, and any inter Company balances, accrued commissions and/or bonuses, accrued payroll taxes, accrued income taxes payable, accrued property (both real and personal) taxes shall not be included as current liabilities in such calculation.

2.3.2 Within fifteen (15) business days (the “ Dispute Period ”) of the Seller’s receipt of the Working Capital Statement, Seller may dispute any amounts reflected on the Working Capital Statement by notifying the Buyer, in writing (the “ Dispute Notice ”), of each disputed item (each, a “ Disputed Item ”) and the adjustments to those items that, in the opinion of the Seller, are required, specifying the amount thereof in dispute and setting forth, in detail, the basis for such dispute. If the Seller does not deliver a Dispute Notice within the Dispute Period, the calculation of the working capital set forth in the Working Capital Statement shall be deemed final and binding and shall not be subject to further review, challenge or adjustment (any such final working capital calculation shall be referred to as the “ Final Working Capital ”). In the event the Seller delivers a Dispute Notice within the Dispute Period and the Buyer does not object thereto in a writing delivered to the Seller within fifteen (15) business days of the Buyer’s

receipt of the Dispute Notice, the calculation of the working capital set forth in the Dispute Notice shall be deemed the Final Working Capital. In the event that the Seller delivers a Dispute Notice and the Buyer objects to the Disputed Items and proposed adjustments set forth in such Dispute Notice, then the Buyer and the Seller shall negotiate in good faith to resolve all of the Disputed Items. If the Buyer and the Seller are unable to resolve all of the Disputed Items within fifteen (15) business days of the Buyer’s notification to Seller that it objects to the Disputed Items set forth in such Dispute Notice, either the Buyer or the Seller may, within five (5) business days after the end of such fifteen (15) business days, request that any unresolved Disputed Items be resolved by means of an arbitration, to be conducted as follows:

(a) Any request for an Arbitration shall be made in writing to the Cleveland, Ohio office of Ernst & Young or, in the event such firm declines to serve as the Independent Accounting Firm, to the Cleveland, Ohio office of such other independent accounting firm of recognized national standing that may be selected by the Seller with the consent of the Buyer, which consent will not be unreasonably withheld. The firm to which such request is made shall, upon agreeing in writing to resolve the Disputed Items submitted to it in accordance with the terms of this Agreement, be the “Independent Accounting Firm”, as that term is used in this Agreement. The Arbitration shall be conducted under the auspices of the Independent Accounting Firm and, except to the extent said rules conflict with the terms of this Section 2.3.2, shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

(b) The Independent Accounting Firm shall be instructed by the parties to, within five (5) business days of its agreement to resolve the Disputed Items submitted to it, provide to the Buyer and the Seller the names and resumes, which shall include a description of the individual’s substantial experience in the preparation and audit of financial statements of corporations engaged in businesses similar to the Company’s business and a disclosure of the individual’s existing or prior business and/or personal relationships (if any) with the Buyer, the Seller, or any employees or counsel for either Buyer or Seller of at least three (3) partners of the Independent Accounting Firm (preferably, but not necessarily, located in its Cleveland office) who are willing to serve as the individual responsible for conducting the Arbitration (the “ Arbitrator ”). If, on or

before the third (3rd) business day after their receipt of the information called for by the preceding sentence, the Buyer and the Seller have been unable after good faith negotiation to agree upon and select one of the individuals so identified to act as the Arbitrator, then the Buyer and the Seller shall each have the right on or before the fifth (5th) business day after their receipt of such information to deliver to the Independent Accounting Firm a confidential communication striking any or all of the individuals previously identified as a potential Arbitrator as to whom an existing business and/or personal relationship was disclosed pursuant to the preceding sentence, and/or striking no more than one of the other individuals previously identified as a potential Arbitrator. The Independent Accounting Firm shall then proceed to select the Arbitrator from among the previously identified individuals who have not been stricken from consideration; if all such previously identified individuals are so stricken, the Independent Accounting Firm shall designate at least three (3) additional partners who are eligible to serve as the Arbitrator and the foregoing selection procedure shall be repeated until an Arbitrator is selected.

(c) Upon being selected, the Arbitrator shall conduct an Arbitration to determine, with regard to each of the Disputed Items that were submitted to the Independent Accounting Firm pursuant to this Section 2.3.2, whether the Working Capital Statement was prepared in accordance with the requirements of this Agreement and, if not, the dollar amount of any adjustment that may be required in order for the Disputed Item in question to conform to the requirements of this Agreement and to determine the Final Working Capital. The Arbitrator shall make such determination subsequent to conducting the Arbitration and shall set forth such determination of the Final Working Capital in a written ruling, which ruling shall be rendered within sixty (60) days of the date on which the Arbitrator was selected and shall be delivered to the Buyer and to the Seller. The locale of all hearings, if any, conducted by the Arbitrator in connections with the Arbitrations shall be the Cleveland, Ohio office of the Independent Accounting Firm.

(d) The ruling of the Arbitrator shall be final, binding, and conclusive on the Buyer and the Seller; shall have the legal effect of an arbitral award; and shall be subject only to the judicial review permitted by the Federal Arbitration Act. Judgment on the

ruling of the Arbitrator may be entered and enforced in any court having jurisdiction over the parties or their assets. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of such Disputed Items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such Disputed Items so submitted.

2.3.3 If the Final Working Capital is greater than ($410,000) to ($615,000) (the “ Working Capital Requirement ”), the Cash Purchase Price shall be increased by one dollar for every dollar by which the Final Working Capital exceeds the Working Capital Requirement (the “ Purchase Price Increase ”). To the extent the Final Working Capital of the Company is less than the Working Capital Requirement, the Cash Purchase Price shall be reduced by one dollar for every dollar by which the Working Capital Requirement exceeds the Final Working Capital (the “ Purchase Price Reduction ”). The amount of the Purchase Price Increase, if any, or the Purchase Price Reduction, if any, is referred to herein as the “ Purchase Price Adjustment .” Subject to Section 2.3.2, the Purchase Price Adjustment, if any, shall be paid in cash, within five (5) business days from the date of the final determination of the Final Working Capital.

2.4 Earn-Out Payment(s)

Following the Closing, the Earn-Out Payment(s) shall be payable by Buyer to Seller or his Assignee(s) as provided in Section 2.4(f), as follows:

(a) On or before March 31, 2009 and thereafter on or before the March 31st of each year, as commencing on March 31, 2009 and ending on March 31, 2014 (the “ EBITDAM Period ”), Buyer shall deliver to Seller a statement (the “ EBITDAM Statement ”) setting forth the calculation of EBITDAM, as defined herein, for the immediately preceding calendar year. The calculation of EBITDAM set forth in the EBITDAM Statement shall be derived from the Company’s audited financial statements for the preceding fiscal year, a copy of which shall be delivered together with the EBITDAM Statement. Subject to the restrictions set forth in this Section 2.4(a), Buyer shall operate the Company in a commercially reasonable manner consistent with the past practices of Seller’s operation of the Company. Buyer and Seller acknowledge and agree

that the term “ EBITDAM ,” for purposes of this Agreement and this Section 2.4, shall be defined as the Company’s earnings before interest, taxes, depreciation and amortization, and shall exclude all management fees of Buyer or its parent, Affiliates, subsidiaries, or principals, all holding company charges of Buyer or its parent, Affiliates, subsidiaries or principals, any preferred dividends (paid or accrued) to the equity holders of Buyer, and all guaranteed bonuses paid to Seller, as that term is defined in the Employment Agreement by and between Seller and Buyer.

The calculation of EBITDAM set forth in EBITDAM Statement shall be final and binding on Buyer and Seller, unless Seller shall have delivered within thirty (30) days following receipt of the EBITDAM Statement (the “ EBITDAM Dispute Period ”), a written notice (the “ EBITDAM Dispute Notice ”) setting forth the items in the EBITDAM Statement that Seller disputes as not being in accordance with the requirements of this Section 2.4 or as having computational or other errors, specifying in reasonable detail the nature and extent of any such dispute, including the amount of any proposed increase or decrease in the EBITDAM, as set forth in EBITDAM Statement. In the event the Seller delivers an EBITDAM Dispute Notice within the EBITDAM Dispute Period and the Buyer does not object thereto in a writing delivered to the Seller within fifteen (15) days of its receipt of the EBITDAM Dispute Notice, then the calculation of EBITDAM set forth in the EBITDAM Dispute Notice shall be deemed be final and binding on Buyer and Seller. In the event that the Seller delivers an EBITDAM Dispute Notice within said fifteen (15) day period and the Buyer objects to proposed adjustments set forth in such EBITDAM Dispute Notice, then Buyer and Seller shall negotiate in good faith to resolve any such dispute. If within the fifteen (15) day period following the delivery of the Buyer’s notification to Seller that it objects to the proposed adjustments set forth in such EBITDAM Dispute Notice, the Buyer and the Seller shall not have resolved such dispute, then the Buyer and the Seller shall engage the Independent Accounting Firm, as that term is defined in Section 2.3.2(a), to resolve such dispute within thirty (30) days of its engagement. The decision of the Independent Accounting Firm shall be final and binding upon the Buyer and the Seller, and a declaratory judgment by a court of competent jurisdiction may be entered in accordance therewith. The fees and expenses of the

Independent Accounting Firm shall be borne by the parties to this Agreement, as determined by the Independent Accounting Firm in its absolute discretion.

(b) At such time as the EBITDAM is deemed final and binding on the Buyer and Seller, as provided in Section 2.3.4(a) (the “ Final EBITDAM ”), the following amounts shall be payable by Buyer to Seller within fifteen (15) days of the determination of the Final EBITDAM, for the applicable year of the EBITDAM Period, as follows:

i. If the Final EBITDAM is greater than Three Million Dollars ($3,000,000) but less than Three Million Four Hundred Ninety-Nine Thousand Nine Hundred Ninety Nine Dollars ($3,499,999), then the Buyer shall pay to the Seller the sum of Five Hundred Thousand Dollars ($500,000);

ii. If the Final EBITDAM is greater than Three Million Five Hundred Thousand Dollars ($3,500,000) but less than Three Million Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety Nine Dollars ($3,999,999), then the Buyer shall pay to the Seller the sum of Seven Hundred Fifty Thousand Dollars ($750,000);

iii. If the Final EBITDAM is greater than Four Million Dollars ($4,000,000) but less than Four Million Four Hundred Ninety-Nine Thousand Nine Hundred Ninety Nine Dollars ($4,499,999), then the Buyer shall pay to the Seller the sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000);

iv. If the Final EBITDAM is greater than Four Million Five Hundred Thousand Dollars ($4,500,000) but less than Four Million Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety Nine Dollars ($4,999,999), then the Buyer shall pay to the Seller the sum of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000); or

v. If the Final EBITDAM is greater than Five Million Dollars ($5,000,000) then the Buyer shall pay to the Seller the sum of Two Million Five Hundred Thousand Dollars ($2,500,000).

(c) In no event shall the aggregate amount of the payments made to the Seller under Section 2.4(b) for the EBITDAM Period exceed the sum of Three Million Five Hundred Thousand Dollars ($3,500,000) (the “ Earn-Out Cap ”). The Buyer’s obligation

to make Earn-Out Payments under this Section 2.4 shall expire on such date as the aggregate Earn-Out Payments to the Seller equal the Earn-Out Cap.

(d) During the EBITDAM Period, if the Buyer transfers or sells all or substantially all of the assets of the Company (other than to an Affiliate of Buyer, which Affiliate assumes the obligation of the Buyer and the Company under this Section 2.4); or merges, consolidates or enters into a reorganization of Buyer with any third party (other than an Affiliate of Buyer, which Affiliate assumes the obligation of the Buyer and the Company under this Section 2.4); sells all or substantially all of its stock in the Company or Buyer to a third party (other than an Affiliate of Buyer, which Affiliate assumes the obligation of the Buyer and the Company under this Section 2.4) (collectively and individually “ Triggering Event ”), then at the time of the closing of the Triggering Event, the Buyer shall pay to the Seller the balance of the Earn-Out Payment up to the Earn-Out Cap; provided, however, that in no event shall the initial public offering of the Company’s or the Buyer’s securities be considered a Triggering Event..

(e) In addition to the EBITDAM Statement, Buyer shall provide to Seller quarterly financial statements of the Company, during the EBITDAM Period. In the event the Earn-Out Payments to Seller reach the Earn-Out Cap, then Buyer shall not deliver any further EBITDAM Statements.

(f) Seller shall have the right to assign, by written assignment as forwarded to Buyer, all or any part of an EBITDAM Payment when earned for a particular year during the EBITDAM Period.

3. Representations and Warranties of Seller and the Company

Seller and the Company, jointly and severally, make the representations and warranties contained in this Section (including Sections 3.1 — 3.28) to Buyer, intending that Buyer rely on each of such representations and warranties in order to induce Buyer to enter into and complete the transactions contemplated by this Agreement. The representations and warranties of the Seller shall survive the consummation of the transactions contemplated by this Agreement until the expiration of eighteen (18) months from the Closing Date, provided that: (a) in the case of fraud, Seller’s representations and warranties shall survive the consummation of such transactions without any time limit, (b) subject to clause (a), Seller’s representations and warranties contained in Sections 3.12, 3.18, 3.24 and 3.25 shall survive the consummation of

such transactions until the expiration of applicable statutes of limitation and any extensions of such limitations plus ninety (90) days, and (c) subject to clause (a), Seller’s representations and warranties contained in Sections 3.1, 3.3, 3.4, 3.5, and 3.23, shall survive consummation of such transactions without any time limit. The representations and warranties of the Company shall terminate upon completion of, and shall not survive the Closing. When reference is made to the Knowledge of the Company, the term “ Knowledge of the Company ,” shall mean and include the actual knowledge of any of the directors or officers of the Company (including, without limitation, Michael P. Valentine), after due inquiry by the Seller with the management employees of the Company and/or the advisors of the Company, with respect to the matter in question.

3.1 Execution and Validity .

The execution and delivery of this Agreement by the Company has been authorized by its board of directors and all of its shareholders. The Company and the Seller have the full right, power and authority to enter into, and the ability to perform his or its obligations under this Agreement and all other agreements and instruments contemplated by this Agreement. This Agreement has been duly executed and delivered by the Company and the Seller and is a legal, valid and binding agreement of the Company and the Seller, enforceable in accordance with its terms. The other agreements and instruments to be executed and delivered by the Company and the Seller pursuant hereto will be, when executed and delivered by them, legal, valid and binding agreements of the Company and the Seller, enforceable in accordance with their respective terms.

3.2 Organization and Qualification .

The Company (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and (b) has all requisite corporate power and authority to carry on its businesses as such businesses are presently conducted and to own or lease and to operate its assets and business in the places where its business is now conducted and where its assets are now owned, leased or operated. Schedule 3.2 consists of the articles of incorporation of GTS and the articles of organization of Direct (together, the “ Charter ”) and the bylaws of GTS and the operating agreement of Direct, which are true, accurate and complete, and reflect all amendments made as of the date of this Agreement, and also includes a true and complete list of the jurisdictions in which the Company is duly qualified and in good standing as

a foreign corporation or limited liability company, which are, in each instance, the only jurisdictions where the nature of the activities conducted by the Company or the nature of the assets owned, leased or operated by the Company requires such qualification and where the failure to so qualify has had, or could reasonably be expected to have, a Material Adverse Effect.

3.3 Capitalization of the Company .

Schedule 3.3 sets forth as to GTS (a) its authorized capital by class and authorized number of shares and par value; (b) the number of issued and outstanding shares of capital stock of each class; and (c) the record and beneficial owners of all issued and outstanding shares of capital stock. All of the issued and outstanding shares of capital stock of GTS are duly authorized, validly issued, fully-paid and nonassessable. Schedule 3.3 also sets forth as to Direct (a) its authorized units; (b) the number of issued and outstanding units; and (c) the record and beneficial owner of all issued and outstanding units of Direct. Except as set forth in Schedule 3.3, the Company does not own, directly or indirectly, any shares of capital stock or other securities or equity related interests of any other corporation or other entity, or is not a partner in any partnership or a member of any joint venture.

3.4 Absence of Encumbrances .

Except as set forth in Schedule 3.4, Seller is the record and beneficial owner of all of the issued and outstanding stock of GTS and all of the issued and outstanding units of Direct, free and clear of any liens, pledges, claims, options, proxies, restrictions, agreements, charges and encumbrances of any kind (“ Encumbrances ”) and no shares of capital stock or units are held in the Company’s treasury (i.e., issued but not outstanding shares of capital stock or units), and there are no pending or, to Seller’s and the Company’s knowledge, threatened claims or proceedings which would impair or encumber any of the Shares or any other shares of capital stock of GTS or any other units of Direct. Any Encumbrances shall be paid or otherwise discharged at the Closing, and upon consummation of the transactions contemplated by this Agreement, Buyer will own, free and clear of any Encumbrances, title to all of the Shares.

3.5 Options and Warrants .

Except as set forth in Schedule 3.5, the Company does not have any outstanding securities, options, warrants, agreements or other instruments pursuant to which any entity, trust or individual (“ Person ”) has or may have any right to subscribe for or acquire any shares of the capital stock of GTS or any securities convertible into or exchangeable for shares of the capital

stock of GTS or any right to subscribe for or acquire any units of Direct, or any other securities convertible into or exchangeable for units in Direct.

3.6 Absence of Violations .

Except as set forth in Schedule 3.6, neither the execution nor delivery of this Agreement or of any of the other agreements and instruments contemplated by this Agreement, nor the consummation of the transactions contemplated by this Agreement or such other agreements and instruments will (a) conflict with or result in the breach of any term or provision of, or constitute a default under, or give any third-party the right to accelerate any obligation under, any charter provision, bylaw, contract, agreement indenture, deed of trust, instrument, order, law or regulation to which the Company or the Seller is a party or by which the Company or the Seller or any of their assets or properties are in any way bound or obligated or (b) result in the creation of any Encumbrance upon any of the Shares or the assets or properties of the Company, including, without limitation, the shares of capital stock of GTS or the units of Direct.

3.7 Consents .

Except as set forth in Schedule 3.7, (a) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Company or the Seller in connection with the transactions contemplated by this Agreement; and (b) no consent, approval, waiver or other action by any Person under any contract, instrument or other document is required or necessary for the execution, delivery and performance of this Agreement by the Company or the Seller, or the consummation by the Company and the Seller of the transactions contemplated by this Agreement. Except as set forth in Schedule 3.7, all consents described in Schedule 3.7 have been obtained and are in full force and effect.

3.8 Compliance .

Neither the Seller nor the Company nor its business, nor the use, operation or maintenance of any of its assets or properties, is in or constitutes a default under, or is in violation of or contravenes, any applicable (including, without limitation, any Tax, health, employment, customs or interstate or international commerce) statute, law, ordinance, decree, order, rule or regulation of any Governmental Authority. Neither the Seller nor the Company has, nor has any entity or individual acting on behalf of the Seller or the Company made any payment of funds prohibited by law that has or could reasonably be expected to result in a

liability to the Company, and no funds of the Seller or Company have been set aside to be used for any such payment.

3.9 Financial Statements .

The financial statements described in Sections 3.9.1 and 3.9.2 are referred to in this Agreement as the “ Financial Statements .”

3.9.1 Schedule 3.9.1 consists of the true and complete copies of the following:

	(i)		balance sheets of GTS as of December 31, 2005 and December 31, 2006 and the related statements of operations and retained earnings and of cash flows for the years then ended, together with related notes, as reviewed by the Company’s certified public accountants;

	(ii)		balance sheets of Direct as of December 31, 2005 and December 31, 2006 and the related statements of operations and retained earnings and cash flows for the years then ended, together with related notes, as compiled by the Company’s certified public accountants; and

	(iii)		a balance sheet of the Company as of December 31, 2007 and the related statements of operations and retained earnings and cash flows for the year then ended, together with related notes, as audited by the Company’s certified public accountants.

3.9.2 Schedule 3.9.2 consists of the unaudited balance sheet of the Company as of January 31, 2008, as prepared internally by the Company (the “ Current Balance Sheet ”), and the related statements of operations and retained earnings and of cash flows for the one-month period ended on such date.

3.9.3 Except as set forth on Schedule 3.9.3, all of such Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon in accordance with GAAP applied on a consistent basis throughout the period indicated, except that the interim Financial Statements lack footnote disclosure and are subject to normal year-end adjustments, none of which adjustments are or will be material.

3.9.4 Except as set forth in Schedule 3.9.4, there has been no change in accounting methods of the Company since December 31, 2007.

3.9.5 Except as otherwise set forth in Schedule 3.9.5, the accounts receivable reflected on the Current Balance Sheet and all of the Company’s accounts receivable arising since the date of the Current Balance Sheet arose from bona fide transactions in the ordinary course of business, and the goods and services involved have been sold, delivered and performed to the account obligors, and no further filings (with governmental agencies, insurers or others) are required to be made, no further goods are required to be provided and no further services are required to be rendered in order to entitle the Company to collect the accounts receivable in full. Except as set forth in Schedule 3.9.5, no such account has been assigned or pledged to any other person, firm or corporation, and, except only to the extent fully reserved against as set forth in Current Balance Sheet, no defense or set-off to any such account has been asserted by the account obligor or exists.

3.10 Absence of Undisclosed Liabilities .

Except for (i) the liabilities reflected on the Company’s Current Balance Sheet, (ii) trade payables and accrued expenses incurred since date of the Current Balance Sheet in the ordinary course of business, (iii) executory contract obligations under (x) Contracts listed on Schedule 3.14 , and/or (y) Contracts not required to be listed on Schedule 3.14 , the Company does not have any liabilities or obligations (whether accrued, absolute, contingent, known or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with GAAP), including but not limited to liabilities for violation of Legal Requirements, breach of Contract, or tort.

3.11 No Material Adverse Change .

Except as disclosed in Schedule 3.11, since the date of the Current Balance Sheet to the Closing Date, there has not been:

3.11.1 Any material adverse change in the business, operations, affairs, properties, or assets of the Company;

3.11.2 Any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the business, operations, affairs, properties, or assets of the Company;

3.11.3 Any labor dispute, strike, work stoppage, union activity or any threatened union activity which is likely to materially and adversely affect the business or operations of the Company;

3.11.4 Excepting the distribution of all cash in the Company to the Seller prior to Closing, and the payment of certain extraordinary bonuses to the Employees of the Company related to the sale hereunder, which bonuses shall be paid by the Company at Closing and which are set forth in Schedule 3.11 (which bonuses shall be considered Funded Indebtedness), any increase in salary, wages, bonus, commission or other compensation to any employees of the Company, other than routine increases in the ordinary course of business and consistent with past practices; or any increase in salary, wages, bonus, commission or other compensation to any director or officer of the Company;

3.11.5 Any payment or commitment to pay any severance or termination pay to any officers or directors of the Company or to the Seller;

3.11.6 Any theft, damage, destruction, casualty, loss, condemnation or eminent domain proceeding materially and adversely affecting the Company, whether or not covered by insurance;

3.11.7 Any sale, assignment or transfer of any of the assets of the Company, except in the ordinary course of business and consistent with past practices;

3.11.8 Any other material transaction, agreement, contract or commitment entered into by the Company, except in the ordinary course of business and consistent with past practices;

3.11.9 Any non-cash dividend or any other non-cash distribution of any kind declared, made or paid with respect to the capital stock or units of the Company;

3.11.10 Any change in the accounting principles, methods, estimates or practices (including, without limitation, depreciation, amortization or inventory valuation) followed by the Company; and

3.11.11 Any agreement or understanding to do, or which results or is reasonably likely to result in, any of the actions, events or circumstances described in Sections 3.11.1-3.11.10.

3.12 Tax Matters.

3.12.1 The Company has collected and/or withheld, as applicable, and timely paid all Taxes required to be collected, withheld and/or paid by the Company (whether or not required to be shown on any Tax Return). The Company does not know nor does it have knowledge of any deficiency for Taxes or claim for additional Taxes or interest on or penalties in

connection with such Taxes which have been asserted, threatened to be asserted or proposed against the Company.

3.12.2 Schedule 3.12.2 sets forth all jurisdictions in which the Company has filed or is required to file returns, declarations, reports and/or statements for or with respect to Taxes and lists the type of Tax covered or to be covered by each such filing. Except as set forth in Schedule 3.12.2, the Company has timely filed all Tax Returns that it was required to file, and such Tax Returns are true, correct and complete in all respects. To the Knowledge of the Company, there are no jurisdictions in which the Company does not file Tax Returns or pay Taxes that the Company is required to file Tax Returns or pay Taxes. Since the date of the Current Balance Sheet, excepting extraordinary bonuses to be paid at Closing and their related payroll taxes, the Company has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice.

3.12.3 Schedule 3.12.3 sets forth the status of any federal, state, or local tax audits of the Company for each fiscal year for which the statute of limitations has not expired, including the amounts of any deficiencies, additions or proposed adjustments to Taxes, interest and penalties that have been made, proposed, asserted or assessed, and the amounts of any payments made by the Company with respect to such Taxes. Except as set forth in Schedule 3.12.3, the Company has no knowledge that any deficiency, addition or adjustment will be made, proposed, asserted or assessed.

3.12.4 Except as set forth in Schedule 3.12.4, the Company has not extended the time in which any Tax may be assessed or collected by any taxing authority. The Company does not have a non-accountable expense reimbursement arrangement within the meaning of Treasury Regulations Section 1.62-2(c). The Company does not have and has not had a permanent establishment in any foreign country and does not and has not engaged in a trade or business (for purposes of determining whether the Company owes any foreign Taxes or is required to file any foreign Tax Returns) in any foreign country. No taxing authority is asserting or, to the Knowledge of the Company, threatening to assert a claim against the Company under or as a result of Section 482 of the Code or any similar provision of any foreign, state or local Tax law. The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion of any taxable period) after the Closing Date as a result of any (i) closing agreement as described in

Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax law), (ii) installment sale or open transaction disposition occurring on or prior to the Closing Date, or (iii) prepaid amount received on or prior to the Closing Date.

3.12.5 Except as set forth in Schedule 3.12.5, the provisions for Taxes on the Current Balance Sheet are sufficient for the payment of all unpaid Taxes owed by the Company, whether or not assessed or disputed, as of the date of the Current Balance Sheet and for all prior years and periods as to which the applicable period of limitations has not expired. The Company has timely paid any estimated federal or other income Taxes which it was required to pay as of the date hereof.

3.12.6 Except as set forth in Schedule 3.12.6, there is no Tax audit or proceeding now in progress, pending or, to the Knowledge of the Company, threatened against or with respect to the Company.

3.12.7 Except as set forth in Schedule 3.12.7, the Company is not currently and the Company in the past has not been a party to any litigation or pending litigation relating to Taxes.

3.12.8 The unpaid Taxes of the Company did not, as of the dates of the Financial Statements, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Financial Statements. Since the date of the Current Balance Sheet, the Company has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Company’s books and records (rather than in any notes thereto).

3.12.9 The Company (i) has not agreed, and is not required, to make any adjustment under Section 481(a) on the Code by reason of a change in accounting method or otherwise for any taxable period (or portion thereof) ending after the Closing Date; (ii) has not made an election, or is required to treat any of its assets as owned by another Person pursuant to the provisions of Section 168(f) of the Internal Revenue Code of 1954 or as tax-exempt bond

financed property or tax-exempt use of property within the meaning of Section 168 of the Code; (iii) does not own any property that is subject to a “section 467 rental agreement” as defined in Section 467 of the Code; and (iv) has not made any of the foregoing elections and is not required to apply any of the foregoing rules under any comparable state or local Tax provision.

3.12.10 There are no Tax-sharing agreements or similar arrangements (including indemnity arrangements) with respect to or involving the Company, and, after the Closing Date, the Company will not be bound by any such Tax-sharing agreements or similar arrangements entered into prior to the Closing or have any liability thereunder for amounts due in respect of periods prior to the Closing Date.

3.12.11 The Company has not been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which is the Company). The Company does not have any material liability for the Taxes of any Person (other than Taxes of the Company) (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise.

3.12.12 The Company has not distributed the stock of any corporation in a transaction satisfying the requirements of Section 355 of the Code within the last five (5) years, and the stock of the Company has not been distributed in a transaction satisfying the requirements of Section 355 of the Code within the last five (5) years.

3.12.13 The Company has not entered into any transaction identified as a “reportable transaction” for purposes of Treasury Regulations Sections 301.6011-4(b). The Company has not entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute a substantial understatement of federal income tax within the meaning of Section 6662 of the Code, then it believes that it has either (i) substantial authority for the tax treatment of such transaction or (ii) disclosed on its Tax Return the relevant facts affecting the tax treatment of such transaction.

3.12.14 Each of GTS and Direct has and has had at all times (since January 1, 2005 in the case of GTS and since October 6, 1999 in the case of Direct) a valid election in effect to be treated as an “S corporation” within the meaning of Section 1361 and Section 1362 of the Code and any comparable provision of state or local law at all times during

its existence through and including the Closing Date (the “ S Election ”), and the S Election has never been terminated or revoked. Each state in which the Company is required to file a Tax Return has a comparable law to Sections 1361 and 1362 of the Code. Neither Company nor the Seller has taken any action that could reasonably be expected to cause a termination of the Company’s election to be treated as an “S corporation” under Section 1362 of the Code.

3.12.15 The Company has not, in the past 10 years, acquired assets from another corporation in a transaction in which the Company’s tax basis was determined, in whole or in part, by reference to the tax basis of the acquired assets in the hands of the transferor or acquired the stock of any corporation that is a qualified subchapter S subsidiary.

3.13 Litigation and Governmental Matters .

Except as described in Schedule 3.13, (a) there is no action, suit or proceeding that has been (i) filed and served, whether or not purportedly on behalf of the Company or the Seller, at law or in equity, or before or by any federal, state, local or other governmental department, commission, board, bureau, agency, taxing or other authority or instrumentality, which is pending, or (ii) to the Knowledge of the Company, filed but not served or threatened, against (including, but not limited to, counterclaims), the Company or the Seller; and (b) the Company or the Seller are not in default with respect to any final judgment, writ, injunction, decree, rule or regulation of any court or any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality.

3.14 Contracts and Other Agreements .

Schedule 3.14 sets forth a list of all of the following contracts and other arrangements, understandings and agreements (collectively, the “ Contracts ”), to which the Company is a party or by or pursuant to which the Company or any of its assets or properties are bound or subject:

3.14.1 Contracts with any current or former officer, director, shareholder, employee, consultant, agent or other representative of the Company;

3.14.2 Contracts with any labor union or association representing any employee of the Company;

3.14.3 Contracts for the sale of any of the assets or properties of the Company, other than in the ordinary course of business, or for the grant to any Person of any

options, rights of first refusal, or preferential or similar rights to purchase any of such assets or properties;

3.14.4 Partnership or joint venture agreements;

3.14.5 Contracts containing covenants of the Company or the Seller not to compete in any line of business or with any Person or covenants of any other Person not to compete with the Company or the Seller in any line of business;

3.14.6 Contracts relating to the acquisition by the Company of any operating business or the capital stock of any other Person;

3.14.7 Contracts requiring the payment by the Company to any Person of a commission or fee;

3.14.8 Contracts for the payment of fees or other consideration to the Seller or any officer or director of the Company;

3.14.9 Contracts relating to the borrowing of money;

3.14.10 Leases of real or personal property;

3.14.11 Advertising or marketing contracts; and

3.14.12 All other Contracts, whether or not made in the ordinary course of business.

The Company has provided to Buyer true and complete copies of all of the Contracts of the Company (and all amendments, waivers or other modifications to such Contracts) and a summary of all material terms for any oral Contracts, if any, as listed in Schedule 3.14. All of the Contracts are valid, binding and in full force and effect and enforceable in accordance with their respective terms and conditions and have been made in the ordinary course of the Company’s business and except as described in Schedule 3.14, there is no (a) existing default under or breach by the Company or, to the Knowledge of the Company, by any other party of any such Contract or (b) condition which, with the passage of time or notice or both, is reasonably likely to constitute such a default by the Company or, to the Knowledge of the Company, any other party to any such instrument. Except as set forth in Schedule 3.14, there has been no termination or, to the Knowledge of the Company, threatened termination or notice of default under any of the Contracts, and the transactions contemplated by this Agreement will not result in or give rise to the termination or default of any such Contract. Except as set forth in Schedule 3.14, there has not occurred, and the consummation of the transactions contemplated

by this Agreement will not result in, any event or circumstance with respect to which indemnification payments are required under any of the Contracts.

3.15 Real Estate .

3.15.1 The Company does not own (and has not owned) any real property or interest therein.

3.15.2 Schedule 3.15 sets forth a list of all leases, licenses or similar agreements relating to the Company’s use or occupancy of real property owned by a third party (“ Leases ”), true and correct copies of which have previously been furnished to Buyer, in each case setting forth the lessor and lessee thereof, the date of the Lease, and the street address of each property covered thereby (the “ Leased Premises ”). The Leases are in full force and effect and have not been amended in writing or otherwise, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any of such Leases.

3.15.3 The Company has a valid leasehold interest in the Leased Premises, free and clear of any Encumbrances, covenants and easements or title defects that have had or could reasonably be expected to have an adverse effect on the Company’s use and occupancy of the Leased Premises. The portions of the buildings located on the Leased Premises that are used in the business of the Company are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current and reasonably anticipated normal business activities as conducted thereon and, to the Knowledge of the Company, there is no latent material defect in the improvements on any Leased Premises, the structural elements thereof, the mechanical systems (including, without limitation, all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement. Each of the Leased Premises (a) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current and reasonably anticipated future business activities conducted at such parcel. Neither the Company nor any of its Affiliates has received notice of (a) any condemnation, eminent domain or similar proceeding

affecting any portion of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (b) any special assessment or pending improvement liens to be made by any Governmental Authority which could reasonably be expected to affect the Leased Premises, or (c) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to the Leased Premise

3.16 Suppliers and Customers.

3.16.1 Schedule 3.16 sets forth (i) the ten (10) most significant suppliers (such significance being measured by the dollar amount of goods or services purchased by the Company from such supplier) of the Company during the year ended December 31, 2007, together with the dollar amount of goods (or services) purchased by the Company from each such supplier during each such period, and (ii) the twenty (20) most significant customers (such significance being measured by the dollar amount of Products purchased by such customers) of the Company during the year ended December 31, 2007, together with the dollar amount of Products sold by the Company to each such customer during each such period. Except as otherwise set forth in Schedule 3.16, the Company maintains good relations with all suppliers and customers listed or required to be listed in Schedule 3.16, as well as with governments, partners, financing sources and other parties with whom the Company has significant relations, and no such party has canceled, terminated or to the Knowledge of the Company, made any threat to the Company to cancel or otherwise terminate its relationship with the Company or to materially change the quantity, pricing or other terms applicable to its sale of products or services to the Company or its direct or indirect purchase of Products from the Company.

3.17 Compensation of Employees .

Schedule 3.17 contains a complete and accurate list of all current directors, officers and employees of the Company, together with the current job title, aggregate remuneration rate (bonus, commission and salary) and accrued but untaken vacation and sick leave for each such individual. Schedule 3.17 also contains a description of all employment agreements which the Company has with any of its officers or employees, all of which agreements are listed in Schedule 3.17.

3.18 Employee Benefit Plans.

3.18.1 Schedule 3.18.1 contains a true and complete list of each employee benefit plan, program, agreement or arrangement including, without limitation, any

“employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), maintained or contributed to or required to be contributed to by the Company, for the benefit of any employee or terminated employee of the Company (the “ Plans ”).

3.18.2 The Company does not participate currently or ever participated in, and the Company is not required currently or has not ever been required to contribute to or otherwise participate in, any “multi-employer plan,” as defined in Sections 3(37)(A) and 4001(a)(3) of ERISA and Section 414(f) of the Code.

3.18.3 True and complete copies of (a) each of the Plans and related trust agreements, (b) the most recent financial statement with respect to each of the Plans and the most recent actuarial report prepared with respect to any of such Plans that is funded, (c) the most recent determination letter, if any, issued by the Internal Revenue Service (“ IRS ”) for each Plan qualified under Section 401(a) of the Code, (d) the most recent summary plan description for each Plan for which a summary plan description is required and (e) the three most recent annual reports (Form 5500) filed with the IRS with respect to the Plans have been furnished to Buyer.

3.18.4 The Company has performed all obligations required to be performed by it under, is not in default under or in violation of, and has no knowledge of any default or violation by any other party to, any Plans. With respect to each Plan, no event has occurred and there exists no condition or set of circumstances in connection with which the Company is reasonably likely to be subject to any liability under the terms of the Plans, ERISA, the Code or other applicable law.

3.18.5 Each Plan has been operated and administered in accordance with its terms and in compliance with applicable laws including, without limitation, the applicable provisions of ERISA and the Code (including applicable rules and regulations).

3.18.6 Neither the execution and delivery of, nor the consummation of the transactions contemplated by, this Agreement will (a) materially increase any benefits otherwise payable under any Plan, or (b) result in any acceleration of the time of payment or vesting of any material benefits.

3.19 Employee Relations .

As of January 1, 2008, the Company has an aggregate of Forty-eight (48) employees. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses, vacation pay or other direct compensation for any services performed by them or for amounts required to be reimbursed to such employees pursuant to the Company’s past practices. Except as set forth in Schedule 3.17, the Company does not have any contracts of employment or otherwise with any of its employees.

3.20 Labor Agreements .

There are no contracts with labor unions binding upon the Company and the Company has not agreed to recognize any union or other collective bargaining unit nor has any union or other collective bargaining unit been certified as representing any employees of the Company. The Company has no knowledge of any organization effort currently being made or threatened by or on behalf of any labor union with respect to employees of the Company.

3.21 Insurance .

Schedule 3.21 sets forth a complete and correct list of all insurance policies (including, without limitation, fire, liability, product liability, workmen’s compensation, vehicular, directors’ and officers’, medical, group health, life, disability, business interruption and other insurance) held by or on behalf of the Company. Such policies and binders are in full force and effect; are in conformity with the requirements of all Contracts to which the Company is a party; and, to the Knowledge of the Company, are valid and enforceable obligations of the insurers in accordance with their terms. The Company is not in default with respect to any provision contained in any such policy or binder nor has the Company failed to give any notice or present any claim under any such policy or binder in due and timely fashion. Except as set forth in Schedule 3.20, (a) there are no material outstanding unpaid claims under any such policy or binder, and (b) the Company has timely filed all claims that it may have under any of its insurance policies. The Company has not received notice of cancellation or non-renewal of any such policy or binder.

3.22 Bank and Other Accounts .

Schedule 3.22 sets forth a true and complete list of all bank, savings, brokerage and other accounts and safety deposit boxes of the Company, including the name of the depositary, the account numbers and the persons authorized to make deposits and withdrawals or to effect transactions in such accounts.

3.23 Brokers .

Except for National City Investments, Inc., there is no other agent, broker, investment banker or other Person acting on behalf of the Company or the Seller or under his or its authority is or will be entitled to any broker’s fee or finder’s fee or any other commission or similar fee, directly or indirectly, in connection with the transactions contemplated by this Agreement for which the Company or the Buyer is or will become liable.

3.24 Intangible Rights . Schedule 3.24 includes a list and description of all material foreign and domestic patents, Company-owned software, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) owned or used by the Company (“ Intellectual Property ”). The Company owns or has the right to use and shall as of the Closing Date own or have the right to use the Intellectual Property. The Company owns or has the right to use and shall as of the Closing Date own or have the right to use any and all confidential information, know-how, Trade Secrets, patents, copyrights, trademarks, tradenames, software, and formulae that have been used by the Company for the ownership, management or operation of its properties (“ Intangible Rights ”) including, but not limited to, the Intangible Rights listed on Schedule 3.24 that are necessary for the operation of the Company’s business as it is currently conducted. Except as set forth on Schedule 3.24 , (i) the Company is the sole and exclusive owner of all right, title and interest in and to all of the Intangible Rights, and has the exclusive right to use and license the Intellectual Property, free and clear of any claim or conflict with the Intangible Rights of others; (ii) no royalties, honorariums or fees are payable by the Company to any person by reason of the ownership or use of any of the Intangible Rights; (iii) there have been no claims made against the Company asserting the invalidity, misuse, or unenforceability of any of the Intangible Rights and, to the Knowledge of the Company, no grounds for any such claims exist; (iv) the Company has not made any claim of any violation or infringement by others of any of its Intangible Rights or interests therein and, to the Knowledge of the Company, no grounds for any such claims exist; (v) the Company has not received any notice that it is in conflict with or infringing upon the intellectual property rights of others in connection with the Intangible Rights, and neither the use of the Intangible Rights nor the operation of the Company’s business as it is currently conducted or has previously been conducted is infringing or has infringed upon any intellectual property rights of others; (vi) no interest in any of the Company’s Intangible Rights has been assigned,

transferred, licensed or sublicensed by the Company to any person other than the Buyer, at the Closing, pursuant to this Agreement; (vii) to the extent that any item constituting part of the Intangible Rights has been registered with, filed in or issued by, any Governmental Authority, such registrations, filings or issuances are listed on Schedule 3.24 and were duly made and remain in full force and effect; and (viii) to the Knowledge of the Company, there has not been any act or failure to act by the Company or any of its directors, officers, employees, attorneys or agents during the prosecution or registration of, or any other proceeding relating to, any of the Intangible Rights or of any other fact which could render invalid or unenforceable, or negate the right to use any of the Intangible Rights; (ix) to the extent any of the Intangible Rights constitutes proprietary or confidential information, the Company has made commercially reasonable efforts to safeguard such information from disclosure; and (x) subject to the acts of Buyer, all of the Company’s current Intangible Rights shall remain in full force and effect following the Closing without alteration or impairment.

3.25 Permits/Environmental Matters .

(a) Except as otherwise set forth in Schedule 3.25(a), the Company has all permits, approvals, and licenses, granted by a Governmental Authority with appropriate jurisdiction over the Properties or business of the Company (“ Permits ”) necessary for the Company to own, operate, use and/or maintain its properties and to conduct its business and operations as presently conducted. Except as otherwise set forth in Schedule 3.25(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the Company, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the Company, threatened in connection with the expiration or renewal of such Permits which would adversely affect the ability of the Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted. Except as otherwise set forth in Schedule 3.25(a), (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after

Closing, and (iii) there exists no set of facts which could reasonably be expected to furnish a basis for the recall, withdrawal or suspension of any Permit, with respect to the Company.

(b) Except as set forth on Schedule 3.25(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the Company, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “ Environmental Claims ”) asserted or threatened against the Company or relating to any real property currently or formerly owned or leased by the Company. Neither the Company nor, to the actual knowledge of the Company, any current or prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could reasonably be expected to form the basis for an Environmental Claim against the Company or the Buyer. Except as set forth on Schedule 3.25(b), the Company has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim.

(c) Except as set forth on Schedule 3.25(c), no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently owned or leased by the Company or formerly owned or leased by the Company, and no part of such real property or, including the groundwater located thereon, is presently contaminated by Hazardous Materials.

(d) Except as set forth on Schedule 3.25(d), the Company has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws.

3.26 Equipment and Other Tangible Property . Except as otherwise set forth on Schedule 3.26, the Company’s equipment, furniture, machinery, vehicles, structures, fixtures and other tangible property included in the properties and assets (real, personal or mixed, tangible or intangible) owned or used by the Company (the “ Tangible Company Properties ”), other than inventory, are suitable for the purposes for which intended. The parties acknowledge that the Buyer has been given full access to the Tangible Company Properties and has been given the right to inspect, through its employees, agents or contractors, the Tangible Company Properties to determine the operating condition and state of repair of the Tangible Company Properties. Consistent therewith, Buyer acknowledges and agrees that it is purchasing the Tangible

Company Properties “AS IS-WHERE IS,” without any expressed or implied warranties of any kind or description.

3.27 Absence of Certain Business Practices . None of the Seller, the Company, nor any other Affiliate or agent of the Company acting on behalf of the Company or the Seller, acting alone or together, has (a) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, supplier, employee or agent of any customer or supplier; or (b) directly or indirectly given or agreed to give any money, gift or similar benefit to any customer, supplier, employee or agent of any customer or supplier, any official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign), or other person who was, is or could reasonably be expected to be in a position to help or hinder the business of the Company (or assist the Company in connection with any actual or proposed transaction), in each case which (i) could reasonably be expected to subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, could reasonably be expected to have had an adverse effect on the business, results of operation, prospects, properties, financial condition, assets, liabilities, cash flows or working capital of the Company, or (iii) if not continued in the future, could reasonably be expected to adversely affect the business, operations or prospects of the Company.

3.28 Other Information . The written information furnished by the Seller and the Company to the Buyer pursuant to this Agreement (including, without limitation, information contained in the exhibits hereto, the Schedules identified herein, the instruments referred to in such Schedules and the certificates and other documents to be executed or delivered pursuant hereto by the Seller and/or the Company at or prior to the Closing) is not, nor at the Closing will be, false or misleading in any material respect, or contains, or at the Closing will contain, any misstatement of material fact, or omits, or at the Closing will omit, to state any material fact required to be stated in order to make the statements therein not misleading.

4. Representations and Warranties of Buyer .

The Buyer makes the representations and warranties contained in Sections 4.1-4.7 to the Seller, intending that the Seller rely on each of such representations and warranties in order to induce Seller to enter into and complete the transactions contemplated by this Agreement. These representations and warranties shall survive the consummation of the transactions contemplated by this Agreement until the expiration of one (1) year from the Closing Date, provided that (a) in case of fraud these representations and warranties shall survive the consummation of such transactions without any time limit; and (b) subject to clause (a), Buyer’s Representations and Warranties contained in Sections 4.1, 4.2, 4.3 and 4.8 shall survive consummation of such transactions without any time limit.

4.1 Execution and Validity .

Subject to the approval of the Board of Directors and/or Investment Committee of the Buyer, (a) the execution and delivery by the Buyer of this Agreement has been authorized by its Board of Directors; (b) the Buyer has the full right, power and authority to enter into, and the ability to perform its obligations under, this Agreement and all other agreements and instruments contemplated by this Agreement; and (c) this Agreement has been duly executed and delivered by the Buyer and is, and the other agreements and instruments to be executed and delivered by the Buyer will be, when executed and delivered by it, legal, valid and binding agreements of the Buyer, enforceable in accordance with their respective terms.

4.2 Organization and Ownership .

The Buyer (a) is duly organized, validly existing and in good standing under the laws of the state of Delaware, its jurisdiction of incorporation; and (b) has all requisite corporate power and authority to carry on its business as is presently conducted and to own or lease and to operate its assets and business in the places where its business is now conducted and where its assets are now owned, leased or operated.

4.3 Capitalization of the Buyer .

Schedule 4 .3 sets forth as to the Buyer: (a) its authorized capital by class and authorized number of shares and par value; (b) the number of issued and outstanding shares of capital stock of each class; and (c) the record and beneficial owners of all issued and outstanding shares of capital stock. All of the issued and outstanding shares of capital stock of the Buyer are duly authorized, validly issued, fully-paid and nonassessable. Except as set forth in Schedule

4.3, the Buyer does not own, directly or indirectly, any shares of capital stock or other securities or equity related interests of any other corporation or other equity, or is not a partner in any partnership or a member of any joint venture.

4.4 Absence of Violations .

Except as set forth in Schedule 4.4, neither the execution nor delivery of this Agreement or of any of the other agreements and instruments contemplated by this Agreement, nor the consummation of the transactions contemplated by this Agreement or such other agreements and instruments, will (a) conflict with or result in the breach of any term or provision of, or constitute a default under, or give any third-party the right to accelerate any obligation under, any charter provision, bylaw, contract, agreement, indenture, deed of trust, instrument, order, law or regulation to which the Buyer is a party or by which the Buyer or any of its assets or properties are in any way bound or obligated; or (b) result in the creation of any Encumbrance upon any of the assets or properties of the Buyer.

4.5 Consents .

Except as set forth in Schedule 4.5, (a) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of the Buyer in connection with the transactions contemplated by this Agreement; and (b) no consent, approval, waiver or other action by any Person under any contract, instrument or other document is required or necessary for the execution, delivery and performance of this Agreement by the Buyer, or the consummation by the Buyer of the transactions contemplated by this Agreement.

4.6 Litigation and Governmental Matters .

There is no action, suit or proceeding that has been (a) filed and served, whether or not purportedly on behalf of the Buyer, at law or in equity, or before or by any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which is pending; or (b) to the knowledge of the Buyer, (i) filed but not served or (ii) threatened, against (including, but not limited to, counterclaims) Buyer which involves the transactions contemplated by this Agreement or the possibility of any judgment or liability which if determined adversely to the Buyer would result in a material adverse change in the business, operations, affairs, properties or assets, or in the financial condition of the Buyer; and the Buyer is not in default with respect to any final judgment, writ, injunction, decree, rule or

regulation of any court or any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would have a material adverse effect on the Buyer.

4.7 Compliance .

Neither the Buyer nor its business, nor the use, operation or maintenance of any of its assets or properties, is in or constitutes a default under, or is in violation of or contravenes, any applicable (including, without limitation, any Tax, health, employment, customs or interstate or international commerce) statute, law, ordinance, decree, order, rule or regulation of any Governmental Authority, except where such default, violation or contravention would not have a Material Adverse Effect on the Buyer. The Buyer has not, nor has any entity or individual acting on behalf of the Buyer made any payment of funds prohibited by law, and no funds of the Buyer have been set aside to be used for any such payment. The Buyer has complied with all applicable laws and regulations in connection with government contracts, if any, and, to the knowledge of the Buyer, no Person has made any allegation that the Buyer has not so complied.

4.8 Brokers .

No agent, broker, investment banker, or other Person acting on behalf of the Buyer or under its authority is or will be entitled to any broker’s fee or finder’s fee or any other commission or similar fee, directly or indirectly, in connection with the transactions contemplated by this Agreement for which Seller will become liable.

4.9 Other Information

The written information furnished by the Buyer to the Seller pursuant to this Agreement (including, without limitation, information contained in the exhibits hereto, the Schedules identified herein, the instruments referred to in such Schedules and the certificates and other documents to be executed or delivered pursuant hereto by the Buyer at or prior to the Closing) is not, nor at the Closing will be, false or misleading in any material respect, or contains, or at the Closing will contain, any misstatement of material fact, or omits, or at the Closing will omit, to state any material fact required to be stated in order to make the statements therein not misleading.

5. Covenants of the Company and the Seller .

In addition to other obligations contained in this Agreement, between the date of this Agreement and the Closing, unless specifically waived, in writing, by the Buyer, the Seller shall cause the Company to and the Company shall:

5.1 Conduct of Business .

(a) Conduct its business in the ordinary course, consistent with prior practice, including the distribution of all cash in the Company to the Seller prior to Closing; (b) keep intact its business and goodwill; (c) comply in all material respects with all of the terms of its Contracts; (d) use its best efforts to keep available the services of its officers and employees; (e) use its best efforts to maintain good relationships with the Persons with which it has business relationships; and (f) promptly notify the Buyer of any material event or occurrence adverse to, or not in the ordinary and usual course of business or consistent with past practice of, the Company. Without the prior written consent of the Buyer, which shall not be unreasonably withheld or delayed, the Seller shall not permit the Company to, and the Company shall not take or permit any action to:

5.1.1 Change materially any aspect of its current business;

5.1.2 Affect or change its capital structure;

5.1.3 Merge or consolidate with any Person or acquire or sell any stock, units or equity interest in any other Person;

5.1.4 Sell, lease, pledge, encumber or otherwise dispose of any of its assets, other than in the ordinary course of its business;

5.1.5 Change or amend its Charter or Bylaws or operating agreement;

5.1.6 Other than in the ordinary course of business, incur any indebtedness, make any guarantees, or make capital expenditures or investments in excess of $100,000 in the aggregate;

5.1.7 Subject to the distribution of the Company’s cash to the Seller as provided in Section 5.1.(a), increase the rate of compensation, bonuses or other benefits provided to employees, other than in the ordinary course of business, or to its officers or directors;

5.1.8 Settle any threatened or pending material litigation or other proceeding;

5.1.9 Make changes in its method or practice of reporting or paying Taxes or in the business, contractual arrangements or structure of its relations which would have the effect of altering its Tax treatment or Tax liabilities;

5.1.10 Redeem or make any liquidating distributions with respect to its capital stock or units in excess of an aggregate amount not to exceed the sum of Twenty-five Thousand Dollars ($25,000);

5.1.11 Issue any capital stock or other securities, or grant, or enter into any agreement to grant, any options, convertibility rights, other rights, warrants, calls or agreements relating to its securities;

5.1.12 Accelerate or delay collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when they would have been collected in the ordinary course of business consistent with past practices;

5.1.13 Delay payment of any accrued expense, trade payable or other liability beyond its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practices;

5.1.14 Agree or commit to do any of the acts described in Sections 5.1.1-5.1.13.

5.2 Cooperation .

Not take any action that would cause the conditions upon which the obligations of the parties to effect the transactions contemplated by this Agreement not to be fulfilled including, without limitation, taking or causing to be taken any action that would cause the representations and warranties made by the Company or the Seller in this Agreement not to be true and correct in all material respects as of the Closing.

5.3 Certain Acts .

Use its best efforts (including, without limitation, executing required documents and paying any related fees and expenses required by Contract or otherwise) to cause to be fulfilled the conditions precedent to the Buyer’s obligations to consummate the transactions contemplated by this Agreement that are dependent upon the actions of the Company or the Seller.

5.4 Governmental Filings .

Promptly make all governmental filings or other submissions, if any, which may be necessary in order for the Seller to be able to consummate the transactions contemplated by this Agreement.

5.5 Notice Regarding Changes . The Company shall promptly inform the Buyer in writing of any change in facts and circumstances that could reasonably be expected to render any of the representations and warranties made herein by the Company and/or the Seller inaccurate or misleading if such representations and warranties had been made upon the occurrence of the fact or circumstance in question. The Buyer shall promptly inform the Seller in writing of any change in facts and circumstances that could reasonably be expected to render any of the representations and warranties made herein by it inaccurate or misleading if such representations and warranties had been made upon the occurrence of the fact or circumstance in question.

5.6 Access and Information .

(a) Permit the authorized representatives of the Buyer to have access upon reasonable notice to the office, facilities, equipment, “Personnel” (i.e., employees, agents, accountants and independent auditors), properties, books, records and documents of the Company; (b) furnish to the Buyer’s representatives such information financial records and other documents with respect to the assets, liabilities, Contracts, operations and businesses of the Company, as the Buyer shall reasonably request; (c) cause the Personnel of the Company to consult and cooperate with the Buyer in Buyer’s due diligence efforts; and (d) use its best efforts to enable the authorized representatives of the Buyer to make the visits described in Section 8.7. The Company shall be afforded the opportunity to appoint one or more representatives to accompany the representatives of the Buyer during the course of their access as described in clause (a) of the preceding sentence and the visits described in Section 8.7. Any failure of the Company to appoint representatives or the failure of the representatives to accompany or to cause such Persons to cooperate with the Buyer shall allow the Buyer’s representatives to consult with such Persons without being accompanied by any representative of the Company.

5.7 Environmental Assessment . As part of its general due diligence review of the assets, properties, books and records of the Company, the Buyer shall be entitled at its expense to conduct prior to Closing an environmental assessment of the Leased Premises listed on Schedule 3.15 (hereinafter referred to as “ Environmental Assessment ”). The Environmental

Assessment may include, but not be limited to, a physical examination of the such Leased Premises and any structures, facilities or equipment located thereon, soil samples, ground and surface water samples, storage tank testing, review of pertinent records (including but not limited to, off-site disposal records and manifests), documents and licenses of the Company. The Company shall use its best efforts to cause its landlords to provide the Buyer or its designated agents or consultants with the access to such Leased Premises which the Buyer, its agents or consultants require to conduct the Environmental Assessment, and the Buyer shall provide such landlords with reasonable indemnification protections in connection with any such Environmental Assessment.

5.8 Cooperation with Respect to Financing . The Company agrees to provide, and shall cause its officers, employees and advisers to provide, commercially reasonable cooperation in connection with the arrangement of the Buyer’s debt financing for the transactions contemplated by this Agreement, including without limitation, (i) upon reasonable notice and at reasonable times, making senior management reasonably available to participate in lender and rating agency meetings, due diligence sessions, and road shows, (ii) cooperating in the Buyer’s preparation of bank/lender and/or rating agency presentations, offering memoranda, and similar documents, (iii) provided that no obligations arise unless there is a Closing hereunder, executing and delivering any commitment letters, pledge and security documents, other definitive financing documents or other reasonably requested certificates or documents, and (iv) using reasonable commercial efforts to obtain, at the Buyer’s sole expense, customary certificates of the Company’s chief financial officer, comfort letters of accountants, legal opinions and real estate title documentation as may be reasonably requested by the Buyer; provided, however, that nothing in this Section 5.8 shall require the Company to (i) incur any financial obligation prior to the Closing, or (ii) engage in any activities that could reasonably be expected to interfere in any material respect with the operation of the Company’s business.

5.9 Expenditures .

Not make any material expenditure other than in the ordinary course of business or as contemplated by this Agreement without the prior written approval of the Buyer, which approval shall not be unreasonably withheld or delayed.

5.10 Taxes .

Prepare and timely file, in a manner consistent with applicable laws and regulations, all Tax Returns for Taxes required to be filed on or before the Closing Date. The Seller shall pay and be responsible for paying any sales taxes, documentary stamp taxes, income taxes or other taxes or fees due or owing in connection with the transfer and sale of the Shares.

5.11 No Shop; Standstill .

The Company and the Seller shall cause the Company’s officers, directors, employees and other agents not to, directly or indirectly, take any action to solicit, initiate or encourage any offer or proposal or indication of interest in a merger, consolidation or other business combination involving any equity interest in, or a substantial portion of the assets of the Company, other than in connection with the transactions contemplated by this Agreement. In addition, the Company shall immediately advise the Buyer of the terms of any unsolicited offer, proposal or indication of interest that it receives or otherwise becomes aware of.

6. Covenants of Buyer .

In addition to other obligations contained in this Agreement, between the date of this Agreement and the Closing, unless specifically waived, in writing, by the Seller, the Buyer shall:

6.1 Cooperation .

Not take any action that would cause the conditions upon which the obligations of the parties to effect the transactions contemplated by this Agreement not to be fulfilled including, without limitation, taking or causing to be taken any action that would cause the representations and warranties made by the Buyer in this Agreement not to be true and correct in all material respects as of the Closing.

6.2 Certain Acts .

Use its best efforts (including, without limitation, executing required documents and paying any related fees and expenses required by contract or otherwise) to cause to be fulfilled the conditions precedent to the Seller’s obligations to consummate the transactions contemplated by this Agreement that are dependent upon the actions of the Buyer.

6.3 Governmental Filings .

Promptly make all governmental filings or other submissions, if any, which may be necessary in order for the Buyer to be able to consummate the transactions contemplated by this Agreement.

6.4 Access and Information .

(a) Permit the authorized representatives of the Seller to have reasonable access upon reasonable notice to the facilities, equipment, Personnel, properties, books, records and documents of the Buyer; (b) furnish to the Seller’s representatives such information, financial records and other documents with respect to the assets, liabilities, contracts, operations and businesses of the Buyer as the Seller shall reasonably request; and (c) cause the Personnel of the Buyer to consult and cooperate with the Seller’s due diligence review.

7. Conditions Precedent to the Obligations of the Company and the Seller .

Unless each of the following conditions are satisfied or waived, in writing, by the Seller, the Seller and the Company shall not be obligated to effect the transactions contemplated by this Agreement:

7.1 Representations and Warranties .

The representations and warranties of the Buyer contained in this Agreement shall be true and complete in all material respects as at the date of this Agreement and as at the Closing Date (as if each were made at such time), subject to any actions or changes which may have taken place after the date of this Agreement which are expressly permitted or contemplated by this Agreement, and Seller shall have received a certificate signed by the Chairman of the Buyer to that effect.

7.2 Performance .

Each of the agreements, obligations, conditions and covenants to be performed or complied with by the Buyer at or prior to the Closing pursuant to the terms of this Agreement shall have been fully performed or complied with on or before the Closing Date, including, without limitation, each of the deliveries to be made by Buyer pursuant to Section 9.3.

7.3 No Material Adverse Change .

No material adverse change in the business, properties or assets or in the financial condition of the Buyer shall have occurred from the date of this Agreement through the Closing Date.

7.4 Absence of Litigation.

There shall be no pending or threatened claim, action, litigation, suit or other proceeding, either judicial or administrative, against the Company or the Seller or with respect to the Buyer for the purpose of enjoining or preventing the consummation of this Agreement or

otherwise claiming that this Agreement or its consummation is improper or adversely affecting or which would adversely affect the benefit to Seller of the transactions contemplated by this Agreement.

7.5 Consents .

All consents, approvals, permits, estoppel certificates and/or waivers from governmental authorities and all other Persons necessary to effectuate the transactions contemplated by this Agreement including, without limitation, consents necessary to permit the continuation in effect of all of the Contracts have been obtained (and/or in the case of governmental regulations all applicable time periods shall have expired or been terminated).

7.6 Due Diligence .

Representatives of the Seller shall have been afforded full access and opportunities to ask questions and obtain information, including, without limitation, have been allowed to visit with representatives of the Buyer and conduct such due diligence relating to the Buyer and its business which the Seller shall have elected to undertake and such due diligence shall have been completed to the Seller’s satisfaction.

7.7 New Legislation .

No new law has been enacted or legislation proposed which would preclude the transactions contemplated by this Agreement.

8. Conditions Precedent to Obligations of Buyer .

Unless each of the following conditions are satisfied or waived, in writing, by the Buyer, the Buyer shall not be obligated to effect the transactions contemplated by this Agreement:

8.1 Representations and Warranties .

The representations and warranties of the Seller and the Company, as set forth in Sections 3.1, 3.2, 3.3, and 3.23, shall be true and complete in all respects and all other representations and warranties of the Seller and the Company contained in this Agreement shall be true and complete in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as at the date of this Agreement and as at the Closing Date (as if each were made at such time), subject to any actions or changes which may have taken place after the date of this Agreement which are expressly permitted by this Agreement, and the Buyer

shall have received a certificate signed by the Seller and the President of the Company to that effect.

8.2 Performance .

Each of the agreements, obligations, conditions and covenants to be performed or complied with by the Seller and the Company at or prior to the Closing pursuant to the terms of this Agreement shall have been fully performed or complied with on or before the Closing Date, including, without limitation, each of the deliveries to be made by the Seller and the Company, pursuant to Section 9.2.

8.3 No Material Adverse Change. No material adverse change in the business, properties or assets or in the financial condition of the Company shall have occurred from the date of this Agreement through Closing. Except for matters disclosed in Schedule 3.9 and Schedule 3.11 as to those items excepted under Section 3.11.4, as attached hereto, since the date of the Current Balance Sheet and up to and including the Closing, there shall not have been any event, circumstance, change or effect that, individually or in the aggregate, had or could reasonably be expected to have a Material Adverse Effect.

8.4 Affiliate Arrangements . Except as expressly set forth on Schedule 8.4 hereto, (i) all agreements, commitments and understandings between the Company, on the one hand, and any Affiliate thereof (including, but not limited to, the Seller), on the other hand, shall have been terminated in all respects on terms satisfactory to the Buyer, (ii) all obligations, claims or entitlements thereunder (but not the parties’ obligations under this Agreement and any agreements contemplated hereby) shall be unconditionally waived and released by all such Persons, and (iii) mutual releases providing evidence of such terminations and waivers, reasonably satisfactory in form and substance to the Buyer, shall have been executed and delivered to Buyer by each of such Affiliates.

8.5 Absence of Litigation .

There shall be no pending or threatened claim, action, litigation, suit or other proceeding, either judicial or administrative, against the Buyer with respect to the Company or the Seller for the purpose of enjoining or preventing the consummation of this Agreement or otherwise claiming that this Agreement or its consummation is improper or which would adversely affect the benefit to the Buyer of the transactions contemplated by this Agreement.

8.6 Consents .

8.7 Due Diligence .

Representatives of the Buyer shall have been allowed to visit with the Company, its officers, employees, agents, accountants, lawyers in a manner reasonably satisfactory to the Buyer and conduct such due diligence relating to the Company and its businesses which the Buyer shall have elected to undertake, and Buyer shall be satisfied in all respects with its due diligence investigation relating to the Company.

8.8 New Legislation .

No new law has been enacted or legislation proposed which would preclude the transactions contemplated by this Agreement or limit the business of the Company.

8.9 Board and/or Committee Approval .

The transactions contemplated by this Agreement shall have been approved by the Boards of Directors and/or Investment Committee of the Buyer.

8.10 Financing .

Buyer shall have obtained funding from its financing for the transactions contemplated hereby on terms substantially similar to those in the debt commitment letters provided by the Buyer to the Seller.

9. Closing and Post-Closing Covenants .

9.1 Time and Place .

The closing under this Agreement shall take place at 10:00 a.m. on February 29, 2008, at the offices of Krugliak, Wilkins, Griffiths & Dougherty Co., L.P.A., 4775 Munson St. N.W., Canton, Ohio, or such other time and/or place as may be agreed to by the Buyer and the Seller (the “ Closing ” or the “ Closing Date ”). If all of the conditions set forth in Sections 7 and 8 are not satisfied by such date, subject to extension as provided in this Agreement, the Buyer or the Seller, as the case may be in connection with the applicable condition, shall have the right, but not the obligation, to postpone the Closing from time to time, but not beyond an additional thirty (30) days in the aggregate. Notwithstanding the foregoing, if the failure to satisfy a

condition is a breach of this Agreement, exercise of an option provided in this Section 9.1 shall not constitute a waiver of such breach or of the right to seek damages for such breach.

9.2 Obligations of the Seller and the Company .

At the Closing, the Seller and/or the Company, as applicable, shall deliver to Buyer:

9.2.1 The certificate dated as of the Closing Date, as described in Section 8.1;

9.2.2 Stock certificates and unit certificates together with irrevocable stock or unit powers, representing the Shares, duly endorsed in blank by the Seller;

9.2.3 Certified copies of the resolutions of the Board of Directors and the shareholders of GTS and the members of Direct, all of which are authorizing the execution, delivery and performance of, and the transactions contemplated by, this Agreement;

9.2.4 An opinion of counsel for the Seller and the Company in form and substance reasonably satisfactory to Buyer as to the matters set forth in Exhibit 9.2.4;

9.2.5 A good standing certificate or its equivalent with respect to the Company from the jurisdictions in which it is incorporated or organized and each other jurisdiction identified in Schedule 3.2, in each case dated not more than five business (5) days prior to the Closing Date;

9.2.6 All required consents, approvals, permits, estoppel certificates and/or waivers, as required by Section 8.5;

9.2.7 Employment Agreements executed by Michael P. Valentine, W. Paul Kithcart, Jr., Robert J. Reitz, and Gregory L. Muhollen in the form of Exhibits 9.2.7 A-C (the “ Employment Agreements ”);

9.2.8 If requested by Buyer, an Amendment and Restatement of, or Assignment of, the Lease Agreement executed by the Company, Buyer, and GTS Services, LLC for the lease of the Company’s headquarters in the form of Exhibit 9.2.8;

9.2.9 If requested by Buyer, a lease agreement for the Cuyahoga Falls, Ohio property, as executed by the Company and Logistics Concepts, Inc.;

9.2.10 If requested, in writing, the corporate and limited liability minute books of the Company and all other books and records, including all financial books and records, of the Company; and

9.2.11 Such other certificates, instruments and documents of transfer, if any, as may be necessary to consummate the transactions contemplated by this Agreement.

9.2.12 A general release executed by the Seller in the form of Exhibit 9.2.11.

9.2.13 A stockholders’ agreement executed by the Seller in the form of Exhibit 9.2.12.

9.2.14 If requested by Buyer, a landlord lien waiver and estoppel letter relating to each of the Leased Premises in a form reasonably satisfactory to Buyer and its lenders.

9.2.15 An “Acknowledgement of Waiver of Vested Benefits in the Group Transportation Services, Inc. 2000 Stock Option Plan and Release of Options to Company” executed by each holder of stock options to purchase shares of GTS common stock.

9.3 Obligations of the Buyer .

At the Closing, the Buyer shall:

9.3.1 Deliver to the Seller by wire transfer of immediately available funds the Cash Purchase Price;

9.3.2 Deliver to the Seller, duly endorsed, certificate(s) for Parent’s Stock;

9.3.3 Deliver to the Seller the certificates dated as of the Closing Date as described in Section 7.1;

9.3.4 Deliver to the Seller a certified copy of the resolutions of the Board of Directors and/or the Investment Committee of the Buyer authorizing the execution, delivery and performance of, and the transactions contemplated by, this Agreement;

9.3.5 Deliver to the Seller an opinion of counsel for the Buyer, in form and substance reasonably satisfactory to Seller as to the matters set forth in Exhibit 9.3.5;

9.3.6 Deliver to Michael P. Valentine, W. Paul Kithcart, Jr., Robert J. Reitz, and Gregory L. Muhollen the Employment Agreements, in the form of Exhibits 9.2.7 A-C, as executed by the Buyer;

9.3.7 If requested by Buyer, deliver to GTS Services, LLC, the Assignment of Lease Agreement for the Company’s headquarters, in the form of Exhibit 9.2.8;

9.3.8 Deliver to Michael P. Valentine, W. Paul Kithcart, Jr., Robert J. Reitz, and other mutually approved management of the Company, a mutually approved stock option plan or program, for fifteen percent (15%) of the outstanding equity of Buyer or its permitted assignee, pursuant to the terms of the agreement set forth in Exhibit 9.3.8;

9.3.9 A stockholders’ agreement executed by the Buyer and all of the remaining stockholders of Buyer; and

9.3.10 Deliver to the Seller such other certificates, instruments and documents of transfer if any, as may be necessary to consummate the transactions contemplated by this Agreement.

9.4 Books and Records . The Buyer shall retain after the date of the Closing all financial books and records pertaining to the business of the Company prior to the Closing for at least three (3) years. After the Closing, Seller shall be entitled at reasonable times and upon reasonable written notice to the Buyer to have access to and to make copies of such books and records in connection with matters relating to Taxes and/or past or future Tax Returns of the Company and/or the Seller.

9.5 Tax Matters .

(a) The Seller shall prepare and file (or cause the Company to prepare and file) all income Tax Returns relating to the Company for taxable periods ending on or prior to the Closing. The Buyer shall prepare and file (or cause the Company to prepare and file) all other Tax Returns that are due after the Closing Date that (including Straddle Periods); it being understood that all Taxes shown as due and payable on such Tax Returns shall be the responsibility of the Buyer, except for such Taxes which are the responsibility of the Seller pursuant to Section 10.5(a). Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by applicable Tax law. With respect to any Tax Return required to be filed with respect to the Company after the date of the Closing and as to which Taxes are allocable to the Seller under Section 10.5(a), hereof, the Buyer shall provide the Seller with a copy of such completed Tax Return and a statement (with which the Buyer will make available supporting schedules and information) setting forth the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 10.5(a) at least 30 days prior to the due date (including any extension thereof) for filing of such Tax Return. The Seller and the Buyer agree to consult and to attempt

in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller.

(b) The Seller shall be responsible and liable for the timely payment of any Taxes imposed on or with respect to the properties, income and operations of the Company for periods prior to the Closing Date (the “ Pre-Closing Tax Periods ”) to the extent not accrued on the books of the Company and included in the computation of Final Working Capital. In the case of any Straddle Period, the amount of any Taxes based on or measured by income or receipts for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which a Company holds a beneficial interest shall be deemed to terminate at such time), and the amount of other Taxes for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

(c) The parties shall provide one another with such assistance as may reasonably be requested by the others in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liabilities for Taxes. Such assistance shall include making employees available on a mutually convenient basis to provide additional information or explanation of material provided hereunder and shall include providing copies of relevant Tax Returns and supporting material. The parties will provide one another with any records or information which may be relevant to such preparation, audit, examination, proceeding or determination.

9.6 Non-Competition, Non-Solicitation and Non-Disclosure .

(a) General . In consideration of the payment of the Purchase Price, and in order to induce the Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller hereby covenants and agrees as follows:

Without the prior written consent of the Buyer, neither the Seller nor any of his Affiliates shall, for a period commencing on the Closing Date and ending on the earlier of (i) two years following the expiration of Buyer’s obligation to make Earn-Out Payments pursuant to Section 2.4(c), or (ii) seven (7) years after the Closing Date (the “ Non-Compete Period ”), (A) directly or

indirectly through another Person, acquire or own in any manner any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative, or otherwise), consult with, render services for, provide financing or financial support to any Person which engages or plans to engage in any facet of the Company’s business or which competes or plans to compete in any way with the Company’s Business in North America (the “ Territory ”), or (B) utilize his special knowledge of the business of the Company and his relationships with customers, suppliers and others to, directly or indirectly through another Person, compete with Buyer in any facet of the Company’s business anywhere in the Territory; provided , however , that nothing herein shall be deemed to prevent Seller from acquiring through market purchases and owning, solely as an investment, less than one percent (1%) in the aggregate of the equity securities of any class of any issuer whose shares are registered under §12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and/or are listed or admitted for trading on any United States national securities exchange. The Seller acknowledges and agrees that the covenants provided for in this Section 9.6(a) are reasonable and necessary in terms of time, area and line of business to protect the Company’s Trade Secrets. The Seller further acknowledges and agrees that such covenants are reasonable and necessary in terms of time, area and line of business to protect the Company’s legitimate business interests, which include its interests in protecting the Company’s (i) valuable confidential business information, (ii) substantial relationships with customers throughout the United States, and (iii) customer goodwill associated with the ongoing business of the Company. The Seller expressly authorizes the enforcement of the covenants provided for in this Section 9.6(a) by (A) the Buyer, (B) the Buyer’s permitted assigns, and (C) any successors to the Company’s business.

(i) Without the prior consent of the Buyer, the Seller shall not for a period commencing on the Closing Date and ending on the earlier of (i) two years following the expiration of Buyer’s obligation to make Earn-Out Payments pursuant to Section 2.4 (c), or (ii) seven (7) years from the Closing Date, directly or indirectly, for himself or any other Person (A) attempt to employ or enter into any contractual arrangement with any employee or former employee of the Company, unless such employee or former employee has not been employed by the Company for a period in excess of nine (9) months, (B) call on, solicit or service any of the actual customers or suppliers of the Company with respect to any facet of the Company’s business, nor shall the Seller disclose or use any information relating in any manner

to the Company’s trade or business relationships with such customers or suppliers, and/or (C) induce or attempt to induce any employee or agent of the Company to leave the employ or otherwise cease to perform services for the Company or any of its Affiliates (including Buyer and its Affiliates), or in any way interfere with the relationship between the Company (or any of its Affiliates) and any such employee or agent

(ii) Without the prior consent of the Buyer, the Seller shall not for a period commencing on the Closing Date and ending on the earlier of (i) two years following the expiration of Buyer’s obligation to make Earn-Out Payments pursuant to Section 2.4 (c), or (ii) seven (7) years from the Closing Date, divulge, communicate, use to the detriment of the Company or use for the benefit of any other Person or Persons, or misuse in any way, any Confidential Information or Trade Secrets (collectively “ Company Information ”) pertaining to the Company and the Company’s business. Any Company Information now known or hereafter acquired by the Seller with respect to the Company and the Company’s business shall be deemed a valuable, special and unique asset of the Company that is received by the Seller in confidence and as a fiduciary, and the Seller shall remain a fiduciary to the Company with respect to all of such information. In addition, the Seller (a) will receive and hold all Company Information in trust and in strictest confidence, (b) will take reasonable steps to protect the Company Information from disclosure and will in no event take any action causing, or fail to take any action reasonably necessary to prevent, any Company Information to lose its character as Company Information, (c) except as required by law, will not, directly or indirectly, use, disseminate or otherwise disclose any Company Information to any third party, without the prior written consent of the Company or the Buyer, which may be withheld in the Company’s absolute discretion, and (d) will not directly or indirectly use the name “Group Transportation Services” or “GTS” or any derivative thereof in any way whatsoever.

(iii) Except as provided in Section 9.4, all other books, records, reports, writings, notes, notebooks, computer programs, equipment, proposals, contracts, customer and referral source lists and other documents and/or things relating in any manner to the business of the Company (including but not limited to any of the same embodying or relating to any Company Information), whether prepared by any of the Seller or otherwise coming into the Seller’s possession, shall be the exclusive property of the Company and shall not be copied, duplicated, replicated, transformed, modified or removed from the premises of the Company

except pursuant to the business of the Company and shall be returned immediately to the Company on the Company’s request at any time.

(b) Injunction . It is recognized and hereby acknowledged by the parties hereto that a breach or violation by the Seller of any or all of the covenants and agreements contained in this Section 9.6 may cause irreparable harm and damage to the Buyer in a monetary amount which may be virtually impossible to ascertain. As a result, the Seller recognizes and hereby acknowledges that the Buyer shall be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any breach or violation of any or all of the covenants and agreements contained in this Section 9.6 by the Seller and that such right to injunction shall be cumulative and in addition to whatever other rights or remedies the Buyer may possess hereunder, at law or in equity. Nothing contained in this Section 9.5 shall be construed to prevent the Buyer from seeking and recovering from the Seller damages sustained by it as a result of any breach or violation by the Seller of any of the covenants or agreements contained in this Section 9.6.

(c) Savings Provisions . If at the time of enforcement of any of the covenants contained in Section 9.6(a) above (the “ Protective Covenants ”), a court shall hold that the duration, scope or area restrictions stated therein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Seller acknowledges that the Protective Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the business of the Company and its Affiliates (including Buyer) and the substantial investment in the Company made by the Buyer pursuant to this Agreement. The Seller further acknowledges and agrees that the Protective Covenants are being entered into by him in connection with the sale by the Seller of the goodwill of the business of the Company pursuant to this Agreement and not directly or indirectly in connection with any other relationship with the Buyer or any of its Affiliates.

9.7 Brokers. Regardless of whether the Closing shall occur, (i) the Seller shall indemnify and hold harmless the Buyer from and against any and all liability for any brokers or finders’ fees arising with respect to brokers or finders retained or engaged by the Company or the

Seller in respect of the transactions contemplated by this Agreement, and (ii) the Buyer shall indemnify and hold harmless the Company from and against any and all liability for any brokers’ or finders’ fees arising with respect to brokers or finders retained or engaged by the Buyer in respect of the transactions contemplated by this Agreement.

9.8 Costs and Expenses . Each of the parties to this Agreement shall bear his or its own expenses incurred in connection with the negotiation, preparation, execution and closing of this Agreement and the transactions contemplated hereby (the “ Transaction Expenses ”); provided , however , that Seller shall be responsible for and shall discharge all Transaction Expenses (other than $100,000 of such Transaction Expenses, which shall be borne by the Company) incurred by or on behalf of the Seller and/or the Company (it being the parties’ agreement that the Company shall not bear or otherwise be liable for any such expenses in excess of the aforementioned $100,000).

9.9 Publicity . None of the parties hereto shall issue or make, or cause to have issued or made, any public release or announcement concerning this Agreement or the transactions contemplated hereby, without the advance approval in writing of the form and substance thereof by each of the other parties, except as required by law (in which case, so far as possible, there shall be consultation among the parties prior to such announcement), and the parties shall endeavor jointly to agree on the text of any announcement or circular so approved or required.

10. Indemnification.

10.1 Indemnification by Seller .

From and after the Closing, the Seller shall indemnify, defend and hold harmless Buyer and its respective officers, directors, shareholders, employees and agents and their successors and assigns for, from and against any loss, claim, damage, cost, obligation, liability, penalty and expense, including all legal and other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, cost, obligation, liability, penalty or expense or action in respect of such matters (collectively referred to as “ Section 10 Damages ”), occasioned by, arising out of or resulting from any breach or default of any representation or warranty by, or covenant of, the Seller or the Company contained in this Agreement or any other agreement provided for in this Agreement or any Funded Indebtedness. Indemnification under this Section 10 shall constitute the Buyer’s exclusive remedy for

misrepresentations by the Seller and/or the Company, except in cases of fraud or intentional misrepresentation. Buyer may pursue other remedies in addition to indemnification for any breach of contract or covenant and/or for fraud or intentional misrepresentation.

10.2 Indemnification by Buyer .

From and after the Closing, Buyer shall indemnify, defend and hold harmless Seller and his heirs, personal representatives, agents, successors and assigns against any Section 10 Damages occasioned by, arising out of or resulting from any breach or default of any representation or warranty by, or covenant of Buyer contained in this Agreement or any other agreement provided for in this Agreement. Indemnification under this Section 10 shall constitute Seller’s exclusive remedy for misrepresentations by Buyer, except in cases of fraud or intentional misrepresentation. Seller may pursue other remedies in addition to indemnification for any breach of contract or covenant and/or for fraud or intentional misrepresentation.

10.3 Notice of Indemnification .

Upon receipt by any Person entitled to indemnification under Sections 10.1 or 10.2 (an “ Indemnified Party ”) of notice of the assertion by any third party of any claim, demand, or notice (a “ Third Party Claim ”), such Indemnified Party, if a Third Party Claim is to be made by it against any Person from whom such indemnification could be sought (the “ Indemnifying Party ”) under this Section 10, shall promptly notify in writing the Indemnifying Party of such Third Party Claim. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under Section 10.1 or 10.2, as applicable, except to the extent that the Indemnifying Party is prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise pursuant to Section 10.1 or 10.2, as applicable. If the Indemnifying Party acknowledges, in writing, its obligation to indemnify the Indemnified Party against any Section 10 Damages that may result from a Third Party Claim pursuant to the terms of this Agreement and the Third Party Claim together with any other Third Party Claims being defended by the Indemnifying Party is less than the remaining amount of the Cap (defined in Section 10.4), the Indemnifying Party shall have the right, upon written notice (the “ Defense Notice ”) to the Indemnified Party within 30 days after receipt by the Indemnifying Parties of notice of the Third Party Claim (or sooner if such claim so requires) to participate in the defense and, to the extent that it may wish, jointly with any other Indemnifying Party similarly notified, assume the defense

of the action, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that the Indemnifying Party shall jointly with the Indemnified Party conduct the defense in the event that the Third Party Claim requests equitable relief. The Defense Notice shall specify the counsel the Indemnifying Party shall appoint to defend such Third Party Claim (the “ Defense Counsel ”) and the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed. In the event the Indemnified Party and the Indemnifying Party cannot agree on such counsel within ten (10) days after the Defense Notice is Given, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval, which shall not be unreasonably withheld or delayed. Any indemnified Party shall have the right to employ separate counsel in any such Third Party Claim and/or to participate in the defense thereof, but the fees and expenses of such counsel shall not be included as part of any Section 10 Damages incurred by the Indemnified Party unless (i) the Indemnifying Party shall have failed to give the Defense Notice within the prescribed period, (ii) such Indemnified Party shall have received an opinion of counsel, reasonably acceptable to the Indemnifying Party, to the effect that the interest of the Indemnified Party and the Indemnifying Party with respect to the Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable ethical rules, or (iii) the employment of such counsel at the expense of the Indemnifying Party has been specifically authorized by the Indemnifying Party. Any such Indemnifying Party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such Indemnifying Party unless the Indemnifying Party had determined not to assume the defense of the action. If the Indemnifying Party conducts the defense of a Third Party Claim, the Indemnifying Party shall keep the Indemnified Party apprised of all significant developments and shall not settle or compromise any claim or action without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) if such settlement or compromise (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder.

10.4 Basket .

Except as otherwise provided in this Agreement, neither the Seller, on the one hand, nor Buyer, on the other hand, shall have any liability for indemnification pursuant to Section 10 unless and until the amount of Section 10 Damages for which the Indemnifying Party would otherwise be liable with respect to any individual matter exceeds $10,000. In addition, neither the Seller, on the one hand, nor Buyer, on the other hand, shall have any liability for indemnification pursuant to Section 10 unless and until the amount of the total Section 10 Damages for which the Indemnifying Party would otherwise be liable exceeds $100,000 in the aggregate, in which case the liability for indemnification shall include such $100,000; provided, however, that such $100,000 “basket” shall not apply to (i) a breach by Seller or Company of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.5, 3.12, or 3.23, and (ii) any breach of contract or covenant or fraud by any of the parties to this Agreement and shall apply only to misrepresentations by the parties to this Agreement. The maximum amount of indemnification claims for which the Seller shall be liable in the aggregate for misrepresentations shall not exceed the sum of Three Million Seven Hundred and Fifty Thousand Dollars ($3,750,000) (the “ Cap ”); provided, however, that such Cap shall not apply to a breach by the Seller or Company of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.5, or 3.23. Such limitation shall not apply to any breach of contract or covenant by Seller or in cases of fraud.

10.5 Tax Indemnification

(a) The Seller shall indemnify and hold the Buyer and its Affiliates, the Company, and their respective officers, directors, employees, agents, successors and permitted assigns (each an “ Indemnified Taxpayer ”) harmless from and against and shall reimburse each Indemnified Taxpayer for, any and all Taxes or other expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and expenses in connection with any action, suit or proceeding) actually incurred, suffered or accrued at any time by any Indemnified Taxpayer arising out of or attributable to (i) any liability for the Taxes of the Company for any period ending on or before the Closing Date, except for Taxes of Company and Seller resulting from the Section 338(h)(10) Election or any comparable election under state or local Tax law, as provided in Section 10.6, and the portion of any Straddle Period ending on the Closing Date, (ii) all liabilities of the Company as a result of the applicability of Treasury Regulations §1.1502-6 or

similar provisions of foreign, state or local Tax law for Taxes of the any other corporation affiliated with the Company or any Company Subsidiary on or prior to the Closing Date, or (iii) any misrepresentation or breach of any representation, warranty or obligation set forth in Section 3.12 (collectively “ Losses ”). In each case, the Seller shall indemnify the Indemnified Taxpayers only to the extent such Taxes are not accrued as a liability or taken into account in the determination of Final Working Capital or the Working Capital Adjustment. Notwithstanding anything to the contrary herein, the indemnification provided in this Section 10.5(a) shall not be limited by the other provisions of Section 10.4 and 10.5, including without limitation, the Cap and the “basket.”

(b) Subject to the resolution of any Tax contest pursuant to Section 10.5(c), upon notice from Buyer to the Seller that an Indemnified Taxpayer is entitled to an indemnification payment for a Loss, the Seller shall thereupon pay to the Indemnified Taxpayer an amount that, net of any Taxes imposed on the Indemnified Taxpayer with respect to such payment, will indemnify and hold the Indemnified Taxpayer harmless from such Loss.

(c) (i) If a claim shall be made by any taxing authority that, if successful, would result in the indemnification of an Indemnified Taxpayer, the Indemnified Taxpayer shall promptly notify the Seller in writing of such fact; provided , however , that any failure to give such notice will not waive any rights of the Indemnified Taxpayer except to the extent the rights of the Seller are actually materially prejudiced.

(ii) The Seller shall have the right to defend the Indemnified Taxpayer against such claim with counsel of their choice satisfactory to the Indemnified Taxpayer so long as (A) the Seller notify the Indemnified Taxpayer in writing within fifteen (15) days after the Indemnified Taxpayer has given notice of such claim that the Seller will indemnify the Indemnified Taxpayer from and against the entirety of any Losses the Indemnified Taxpayer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, (B) if requested by the Indemnified Taxpayer, the Seller provides the Indemnified Taxpayer with evidence acceptable to the Indemnified Taxpayer that the Seller will have the financial resources to defend against the claim and fulfill their indemnification obligations hereunder, (C) if requested by the Indemnified Taxpayer, the Seller provides to the Indemnified Taxpayer an opinion, in form and substance satisfactory to the Indemnified Taxpayer, of counsel satisfactory to the Indemnified Taxpayer, that there exists a reasonable basis for the Company to prevail in

that contest, (D) if the Indemnified Taxpayer is requested to pay the Tax claimed and sue for a refund, the Seller shall have advanced to the Indemnified Taxpayer, on an interest free basis, the full amount the Indemnified Taxpayer is required to pay, and (E) the Seller shall conduct the defense of the claim actively and diligently.

(iii) Subject to the provisions of paragraph (ii) above, the Seller shall be entitled to prosecute such contest to a determination in a court of initial jurisdiction, and if the Seller shall reasonably request, to a determination in an appellate court provided that, if requested by the Indemnified Taxpayer, the Seller shall provide to the Indemnified Taxpayer an opinion, in form and substance satisfactory to the Indemnified Taxpayer, of counsel satisfactory to the Indemnified Taxpayer, that there exists a reasonable basis for the Company to prevail on that appeal.

(iv) Without the consent of the Indemnified Taxpayer, which consent shall not be unreasonably withheld or delayed, the Seller shall not be entitled to settle or to contest any claim relating to Taxes if the settlement of, or an adverse judgment with respect to, the claim would be likely, in the good faith judgment of the Indemnified Taxpayer, to cause the liability for any Tax of the Indemnified Taxpayer or of any Affiliate of the Indemnified Taxpayer for any taxable period ending after the Closing Date to increase (including, without limitation, by making any election or taking any action having the effect of making any election, by deferring the inclusion of any amount in income or by accelerating the deduction of any amount or the claiming of any credit) or to take a position that, if applied to any taxable period ending after the Closing Date, would be adverse to the interest of the Indemnified Taxpayer or any Affiliate of the Indemnified Taxpayer.

(v) If, after actual receipt by the Indemnified Taxpayer of an amount advanced by the Seller pursuant to paragraph (ii)(D) above, the extent of the liability of the Indemnified Taxpayer with respect to the indemnified matter shall be established by the judgment or decree of a court that has become final or a binding settlement with an administrative agency having jurisdiction thereof that has become final, the Indemnified Taxpayer shall promptly pay to the Seller any refund received by or credited to the Indemnified Taxpayer with respect to the indemnified matter (together with any interest paid or credited thereon by the taxing authority and any recovery of legal fees from such taxing authority).

(vi) If after notice by the Indemnified Taxpayer to the Seller under Section 10.5 (c)(i), any of the conditions in Section 10.5(c)(ii) above are or become unsatisfied, (A) the Indemnified Taxpayer may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the claim in any manner it may deem appropriate (and the Indemnified Taxpayer need not consult with, or obtain any consent from, the Seller in connection therewith), (B) the Seller will reimburse the Indemnified Taxpayer promptly and periodically for the costs of defending against the claim (including, without limitation, attorneys’, accountants’ and experts’ fees and disbursements) and (C) the Seller will remain responsible for any Losses the Indemnified Taxpayer may suffer to the fullest extent provided in this Section 10.5.

(d) Anything to the contrary in this Agreement notwithstanding, the indemnification obligations of the Seller under this Section 10.5 shall survive the Closing until the end of the applicable statutes of limitations. With respect to any indemnification obligation for any Tax for which a taxing authority asserts a claim within ninety (90) days before the end of the applicable statute of limitations, an Indemnified Taxpayer shall be treated as having provided timely notice to the Seller by providing written notice to the Seller on or before the thirtieth (30th) day after the Indemnified Taxpayer’s receipt of a written assertion of the claim by the taxing authority.

(e) All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid by the Seller when due, and the Seller will, at his own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

10.6 Section 338(h)(10) Election and Tax Indemnification .

(a) With respect to the sale of the Shares, at the option of the Buyer, the Seller and the Buyer shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and under any comparable provision of state, local or foreign law for which a separate election is permissible and as set forth herein. The Buyer and the Seller shall take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws and

under any comparable provision of state, local or foreign law for which a separate election is permissible. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law pursuant to a determination as defined in Section 1313(a) of the Code.

(b) The Buyer shall be responsible and shall hold the Seller harmless for the preparation and filing of all Section 338 Forms in accordance with applicable tax laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least 30 days prior to the date such Section 338 Forms are required to be filed. The Seller shall execute and deliver to Buyer such documents or forms (including executed Section 338 Forms) as are requested and are required by any laws in order to properly complete the Section 338 Forms at least 20 days prior to the date such Section 338 Forms are required to be filed. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms by the later of 30 days after the Buyer’s request for such information or 30 days prior to the date on which Buyer is required to deliver such forms to the Seller.

(c) The Cash Purchase Price, liabilities of the Company and other relevant items shall be allocated in accordance with Schedule 10.6(c) hereto. None of the Seller, the Company or the Buyer shall take any position on any Tax Return or with any taxing authority that is inconsistent with Schedule 10.6(c), provided that the Seller, the Company and the Buyer may take a tax position consistent with any examination adjustments made by the Internal Revenue Service or applicable state or local taxing authorities.

(d) “ Section 338 Forms ” means all returns, documents, statements, and other forms that are required to be submitted to any federal, state, county or other local Tax authority in connection with a Section 338(h)(10) Election. Section 338 Forms shall include any documents that are required pursuant to Treasury Regulations Section 1.338-1 or Treasury Regulations Section 1.338(h)(10)-1 or any successor provisions, including any required “statement of Section 338 election,” IRS Form 8023 (together with any schedules or attachments thereto), and IRS Form 8883 (together with any schedules or attachments thereto).

(e) Notwithstanding any other provision of this Agreement to the contrary, the Seller agrees that any income and gain recognized as a result of, and in accordance with, the making of the Section 338(h)(10) Election, will be included in the Seller’s federal, state, and if applicable local, income tax returns and any resulting tax liability will be paid by the Seller. The Seller shall pay any Tax attributable to the making of the Section 338(h)(10) Election, except for any Tax imposed under Section 1374 of the Code, including, without limitation any state, local Tax imposed on the Company’s gain, whether or not the relevant jurisdiction provides for an election similar in nature to the Section 338(h)(10) Election. The Seller will, at his own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, and shall indemnify the Buyer or the Company against any adverse consequences, including, without limitation, all Tax liabilities, penalties and fees arising out of any failure to pay any such Taxes.

(f) “ Section 338(h)(10) Election ” means an election described in Section 338(h)(10) of the Code with respect to the Buyer’s acquisition of Shares pursuant to this Agreement. Section 338(h)(10) Election shall include any corresponding election under state or local law pursuant to which a separate election is permissible with respect to the Buyer’s acquisition of Shares pursuant to this Agreement.

(g) At the Closing, the Seller and any other Person who may receive payments from the Buyer pursuant to this Agreement will provide the Buyer or the Company with any Forms W-9 or other certificates or forms the Buyer may reasonably request in order to allow the Buyer or the Company to meet their withholding obligations under any applicable Tax law. The Buyer will have no obligation after the Closing to pay any amount under this Agreement to the Seller if they have not provided Buyer with the information necessary to allow the Buyer to comply with the Tax information reporting requirements of the federal Tax law or any other applicable Tax law.

(h) Buyer shall indemnify the Seller for any additional Tax incurred by the Seller as a result of the Section 338(h)(10) Election. For purposes of this Section 10.6(h), additional Tax shall mean an amount equal to the excess of (i) the net after Tax proceeds, including the value of the Parent’s Stock, that the Seller would receive on a taxable sale of 100% of the stock of the Company without a Section 338(h)(10) Election over the net after Tax proceeds that the Seller actually receives on the sale of 100% of the stock of the Company with the Section 338(h)(10) Election. Notice of any claim hereunder shall follow the procedure and

terms of Section 10.3, and any indemnification hereunder shall not be subject to or limited by the Cap or the basket set forth in Section 10.4.

11. Termination .

This Agreement shall be terminated and the transactions contemplated by this Agreement abandoned at any time prior to the Closing:

11.1 By mutual written consent of the Buyer and the Seller.

11.2 By either the Buyer or the Seller, upon written notice to the other, if without fault of such terminating party, the Closing has not taken place by the close of business ninety (90) days after the execution of this Agreement by all parties, unless the Buyer and the Seller agree, in writing, to extend such date.

11.3 By Buyer upon written notice to the Seller, if the Seller and/or the Company have violated or breached any representation, warranty or covenant contained in this Agreement or any agreement contemplated by this Agreement; provided that the Buyer shall have given the Seller thirty (30) days’ advance written notice setting forth the basis on which the Buyer is exercising its right to terminate and such violation or breach (to the extent such violation or breach can be cured) is not cured within such thirty (30) days.

11.4 By the Seller upon written notice to the Buyer, if the Buyer has violated or breached any representation, warranty or covenant contained in this Agreement or any agreement contemplated by this Agreement; provided that the Seller shall have given the Buyer thirty (30) days’ advance written notice setting forth the basis on which the Seller is exercising his right to terminate and such violation or breach (to the extent such violation or breach can be cured) is not cured within such thirty (30) days.

Termination by the Buyer or the Seller pursuant to Sections 11.3 or 11.4, respectively, shall not constitute a waiver of the breach affording such right of termination or of the right to seek damages for such breach.

12. Miscellaneous.

12.1 Notices .

All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be delivered or sent, with the copies indicated, by personal delivery, electronic mail, telecopy (with confirmation and additional copy sent by overnight delivery service) or overnight delivery service (by a reputable international carrier) to

the parties as follows (or at such other address as a party may specify by notice given pursuant to this Section):


		To Seller and/or the Company:		Group Transportation Services, Inc.
				5876 Darrow Road
				Hudson, Ohio 44236
				Attn: Michael Valentine
				Email: MValentine@OneStopShipping.com

		With a copy to:		Krugliak, Wilkins, Griffiths
				& Dougherty Co., L.P.A.
				4775 Munson St. N.W.
				P.O. Box 36963
				Canton, Ohio 44735-6963
				Attn: Randall C. Hunt,
				Fax: (330) 497-4020
				Email: rchunt@kwgd.com

		To Buyer:		c/o Thayer/Hidden Creek
				4508 IDS Center
				Minneapolis, Minnesota 55402
				Attn: Scott Rued
				Managing Partner
				Fax: (612) 332-2012
				Email: srued@thayerhiddencreek.com

		With a copy to:		Greenberg Traurig, LLP
				2375 Camelback Road
				Suite 700
				Phoenix, AZ 85016
				Attn: Michael Kaplan
				Fax: 602-445-8615
				Email: kaplanm@gtlaw.com

All notices shall be deemed given and received one business day after their delivery to the addresses for the respective party(ies), with the copies indicated, as provided in this Section 12.1.

12.2 Entire Agreement .

This Agreement, the documents which are Exhibits and Schedules to this Agreement and any other contemporaneous written agreements entered into by the parties contain the sole and entire binding agreement among and representations made by the parties to each other and supersede any and all other prior written or oral agreements and representations

among them; provided, however, the Confidentiality Agreement dated September 19, 2007 (the “ Confidentiality Agreement ”) shall remain in full force and effect until the Closing. The Letter Agreement is terminated as of the date of this Agreement and is of no further force or effect.

12.3 Amendment .

No amendment or modification of this Agreement shall be valid unless, in writing, and duly executed by the parties affected by the amendment or modification; provided, however, if the amendment affects the Seller generally, such amendment shall be valid and binding on the Seller if it is executed by the Seller.

12.4 Binding Effect .

This Agreement shall be binding upon and inure to the benefit of the parties and their respective representatives, heirs, successors and permitted assigns.

12.5 Waiver .

Waiver by any party of any breach of any provision of this Agreement shall not be considered as or constitute a continuing waiver or a waiver of any other breach of the same or any other provision of this Agreement.

12.6 Captions .

The captions contained in this Agreement are inserted only as a matter of convenience or reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions.

12.7 Construction .

In the construction of this Agreement, whether or not so expressed, words used in the singular or in the plural, respectively, include both the plural and the singular and the masculine, feminine and neuter genders include all other genders. Since all parties have engaged in the drafting of this Agreement, no presumption of construction against any party shall apply.

12.8 Section .

All references contained in this Agreement to Sections, Schedules and Exhibits shall be deemed to be references to Sections of and Schedules and Exhibits attached to this Agreement, except to the extent that any such reference specifically refers to another document. All references to Sections shall be deemed to also refer to all subsections of such Sections, if any. The definitions of terms defined in this Agreement shall apply to the Schedules.

12.9 Severability .

In the event that any portion of this Agreement is illegal or unenforceable, it shall affect no other provisions of this Agreement, and the remainder of this Agreement shall be valid and enforceable in accordance with its terms.

12.10 Absence of Third-Party Beneficiaries .

Nothing in this Agreement, express or implied, is intended to (a) confer upon any Person other than the parties to this Agreement, and as set forth in Sections 12.4 and 12.12, any rights or remedies under or by reason of this Agreement as a third-party beneficiary or otherwise; or (b) authorize anyone not a party to this Agreement to maintain an action or institute an arbitration proceeding pursuant to or based upon this Agreement.

12.11 Business Day .

As used in this Agreement, the term “business day” means any day other than a Saturday, Sunday or legal or bank holiday in the City of Hudson, Ohio (the “ City ”). If any time period set forth in this Agreement expires on other than a business day in the City, such period shall be extended to and through the next succeeding business day in the City.

12.12 Assignment .

Neither this Agreement nor any rights under this Agreement may be assigned by any party without the written consent of all other parties; provided , however , that nothing herein shall prohibit the assignment of Buyer’s rights and obligations to any Affiliate or direct or indirect subsidiary or prohibit the assignment of Buyer’s rights (but not obligations) to any lender.

12.13 Other Documents .

The parties shall take all such actions and execute all such documents which may be necessary to carry out the purposes of this Agreement, whether or not specifically provided for in this Agreement.

12.14 Governing Law .

This Agreement and the interpretation of its terms shall be governed by the laws of the State of Delaware, without application of conflicts of law principles.

12.15 Attorneys Fees .

Seller, the Buyer and the Company shall pay their respective attorneys’ fees and expenses for the negotiation and preparation of this Agreement, the Exhibits and Schedules and the other agreements contemplated by this Agreement.

12.16 Public Disclosure .

No party to this Agreement shall make any public disclosure or publicity release pertaining to the existence of the subject matter contained in this Agreement without notifying and consulting with the other parties and upon approval of a joint press release, as approved by the President of GTS, and the Managing Partner of the Buyer; provided, however, that notwithstanding the foregoing, each party shall be permitted, after notice to the other parties, to make such disclosures to the public or to governmental agencies as its counsel shall deem necessary to maintain compliance with, and to prevent violation of, applicable laws, federal, state and local, domestic and foreign.

12.17 Counterparts .

This Agreement may be executed and delivered in two or more counterparts, each of which shall be deemed to be an original and all of which, taken together, shall be deemed to be one agreement.

12.18 Affiliate . The term “ Affiliate ” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, the term “ control ” (including the terms “ controlling ,” “ 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 or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and such “ control ” will be presumed if the first Person owns 5% or more of the voting capital stock or other ownership interests, directly or indirectly, of such other Person.

12.19 Code . The term “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

12.20 Confidential Information . The term “ Confidential Information ” shall mean confidential data and confidential information (whether or not specifically labeled or identified as “confidential”), in any form or medium, relating to the business, Products or services of the Company (which does not rise to the status of a Trade Secret under applicable law) which is or has been disclosed to the Seller or of which the Seller became aware as a consequence of or through his employment with or ownership of the Company and which has value to the Company and is not known to the competitors of the Company. Confidential Information includes, but is not limited to, the following: (i) internal business information

(including information relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures and accounting and business methods), (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, the suppliers, distributors, customers, independent contractors or other business relations of the Company, (iii) trade secrets, know-how, compilations of data and analyses, techniques, systems, research, records, reports, manuals, documentation, data and data bases relating thereto and (iv) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable). Notwithstanding the foregoing, Confidential Information shall not include any data or information that (i) has been voluntarily disclosed to the general public by the Company or its Affiliates, (ii) has been independently developed and disclosed to the general public by others, or (iii) otherwise enters the public domain through lawful means.

12.21 Funded Indebtedness . “ Funded Indebtedness ” shall mean the aggregate amount (including the current portions thereof) of all (i) indebtedness for money borrowed from others, as well as the Company’s capital lease obligations, purchase money indebtedness, letters of credit, notes payable and all amounts payable to the Seller or any employee of the Company (including bonuses, dividend distributions and other payables and related Taxes payable by the Company), and (ii) interest expense accrued but unpaid, and all prepayment premiums, on or relating to any of such indebtedness.

12.22 Governmental Authority . The term “ Governmental Authority ” shall mean any nation or country (including but not limited to the United States) and any commonwealth, territory or possession thereof and any political subdivision of any of the foregoing, including but not limited to courts, departments, commissions, boards, bureaus, agencies, ministries or other instrumentalities

12.23 Hazardous Material . The term “ Hazardous Material ” shall mean all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations 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 “EP toxicity”; (b) oil, petroleum or petroleum derived

substances, natural gas, natural gas liquids or synthetic gas and 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 which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per million

12.24 Legal Requirements . The term “ Legal Requirements ,” when described as being applicable to any Person, shall mean any and all laws (statutory, judicial or otherwise), ordinances, regulations, judgments, orders, directives, injunctions, writs, decrees or awards of, and any Contracts with, any Governmental Authority, in each case as and to the extent applicable to such person or such person’s business, operations or properties.

12.25 Material Adverse Effect . The term “ Material Adverse Effect ” shall mean a material adverse effect on the business, results of operations, financial condition, prospects, assets, liabilities, cash flows or working capital of the Company.

12.26 Product . The term “ Product ” shall mean each product, repair process or service distributed or sold by the Company and any other products or services with respect to which the Company has any liability, proprietary rights or beneficial interest.

12.27 Treasury Regulations . The term “ Treasury Regulations ” shall mean any and all regulations promulgated by the Department of the Treasury pursuant to the Code.

12.28 Straddle Period . The term “ Straddle Period ” shall mean any Tax period which commences prior to the Closing Date and ends after the Closing Date.

12.29 Tax . The term “ Tax ” shall mean any Federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), vehicle, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not.

12.30 Tax Return . The term “ Tax Return ” shall mean any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto and including any amendment thereof.

12.31 Trade Secrets . The term “ Trade Secrets ” shall mean information of the Company including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, financial data, financial plans, Product or service plans or lists of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are commercially reasonable under the circumstances to maintain its secrecy.

[Remainder of Page Intentionally Left Blank]

The parties have executed this Agreement as of the date set forth above.



Seller:	/s/ Michael P. Valentine
	Michael P. Valentine


Company:	GROUP TRANSPORTATION SERVICES, INC., a Delaware corporation
	By:	/s/ Michael P. Valentine
		Name:	Michael P. Valentine
		Title:	Chief Executive Officer

	GTS DIRECT, LLC, an Ohio limited liability company
	By:	/s/ Michael P. Valentine
		Name:	Michael P. Valentine
		Title:	President

Buyer:	GTS ACQUISITION SUB, INC. a Delaware corporation
	By:	/s/ Scott Rued
		Name:	Scott Rued
		Title:	Chairman

Exhibit 10.5

LEASE AGREEMENT

THIS LEASE (“Lease”) is made effective July 01, 2005 by GTS Services LLC , an Ohio limited liability company, of 5876 Darrow Road, Hudson, Ohio 44236 (“Landlord”), and Group Transportation Services, Inc. of 5876 Darrow Road, Hudson, Ohio 44236 (“Tenant”).

RECITALS

A. Landlord owns the land, two office buildings, and improvements located at 5874 and 5876 Darrow Road, City of Hudson Village, County of Summit and State of Ohio (the “Property”) as noted on Exhibit A attached and made a part hereof by reference.

B. Landlord desires to lease a portion of the Property consisting of approximately 24,000 square feet of the office building located at 5876 Darrow Road and which portion is further illustrated on attached Exhibit B (“Premises”). The Premises include the right to use certain common areas that exist for all the Tenants in the building such as ingress and egress hallways, kitchen, and bathrooms.

In consideration of the foregoing, the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is acknowledged, the parties agree as follows:

1.		Lease . Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, all according to the terms and conditions in this Lease.

2.		Term . This Lease is for a term of 15 years, beginning July 1, 2005, and ending June 30, 2020 (the “Term”), unless earlier terminated.

3.		Base Rent . During the Term, as base rent for the Premises, Tenant must annually pay to Landlord $336,000.00 US Dollars, payable in equal monthly installments of $28,000 without demand or set-off on the first day of each calendar month. If a monthly installment is not received by Landlord by the fifth (5) day from the due date thereof, a late fee of 5% of the unpaid balance will be immediately due and payable, but in no event shall such late charge exceed a maximum charge now or hereafter established by law. During each lease year, after lease year one, the rent will be increased by 3% per year. For example, commencing on the first day of the second lease year, the monthly base rent will be $28,840 ($28,000 x 1.03 = $28,840). On the first day of the third lease year, the monthly base rent will be $29,705.20 ($28,840 x 1.03 = $29,705.20).

Additional Rent : Tenant shall pay its pro rata share of operating expenses on a monthly basis for the following items:

	(A)		All real estate taxes and assessments imposed upon the Property for the term.

	(B)		Trash removal, landscaping, snow removal and sewage expenses

	(C)		Repairs and maintenance of the Property and the cost of supplies, tools, materials labor and equipment used in connection therewith.

	(D)		Premiums and other charges incurred by Landlord with respect to the insurance on the Property.

	(E)		All other operating and maintenance expenses directly related to the maintenance and upkeep of the Premises and those operating and maintenance expenses of the Property except for expenses directly associated with the building located at 5874 Darrow Road, Hudson, Ohio.

For purposes of this Section, Tenant’s pro rata share will be 100% (24,000 square feet divided by 24,000 square feet.)

4.		Security Deposit . Upon execution of this Lease, Tenant must deposit with Landlord $56,000.00 to secure performance of Tenant’s obligations. If Tenant defaults in the performance of any obligation under this Lease, Landlord may apply all or a portion of the security deposit on account of Tenant’s obligations. Tenant shall promptly reimburse Landlord for any funds so expended. Any balance of the deposit remaining upon termination of this Lease and full performance of Tenant’s obligations shall be returned to Tenant, without interest, within 30 days after the termination of this Lease.

		Tenant’s Improvements: Owner shall provide tenant improvements in accordance with a mutually acceptable plan, which will be provided at Tenant’s sole expense. It is contemplated that Tenant’s improvements will include non-structural improvements including, but not limited to: carpet, paint, kitchen build-out, construction of interior offices and all inspection fees and other fees associated with the project.

5.		Expenses . Tenant will be solely responsible for the payment of all expenses, costs, charges and obligations relating to or arising out of the Premises, including, but not limited to, all charges and expenses for utilities, electricity, telephone, and communication services. If any utility is not able to be separately metered, then it will be prorated in accordance with Section 3 above.

6.		Tenant’s Maintenance . Tenant, at its expense, will maintain in all respects the interior of the Premises in good condition, except for reasonable wear and tear, and except for damage by fire or other casualty, including biannual maintenance inspections of the HVAC system and quarterly cleaning of all carpeted areas. In addition, Tenant will be responsible for any damage to the Premises caused by any extraordinary or excessive use by the negligence or other tortious acts of Tenant, its employees, agents, contractors, licensees, or invitees.

7.		Landlord’s Maintenance . Landlord will maintain in good condition and repair, all structural portions of the Premises, including, but not limited to, the roof, walls and exterior columns, footings, foundations and structural floors. Exterior painting will also be the Landlord’s responsibility. To the extent that repairs or replacements of sidewalks, parking areas and drives are required, Landlord will provide the same. Landlord will also provide, at the tenant’s expense, all necessary maintenance and repairs made necessary by

		tenant’s actions and keep in good operating condition, the water, gas, electrical, plumbing, heating, ventilating, air conditioning, and all other mechanical and utility systems and facilities serving the Premises. The tenant will notify landlord immediately in the event of maintenance, repair or replacement needs by contacting Landlord during business hours at (330) 603-8963. Tenant agrees to grant Landlord reasonable access to the Premises to perform all maintenance, repairs and replacement set forth herein. Landlord agrees to give Tenant 24 hour notice prior to its entry into the premises unless there is an emergency and said notice is not possible. Landlord maintenance items set forth above will be charged to and paid for by the Tenant if the work relates directly to the Premises. Otherwise, Landlord maintenance expenses will be paid for by the Tenant on a pro rata basis as set forth in Section 3 above.

8.		Alterations to Premises . At its sole expense, and with Landlord’s prior written consent, Tenant may make alterations and improvements to the Premises, but Tenant may make no exterior or structural alterations or improvements to any portion of the Premises. Except as otherwise provided herein, all alterations and improvements to the Premises will become the property of Landlord upon the termination of this Lease.

9.		Condition of Premises . TENANT COVENANTS AND AGREES THAT THE PREMISES ARE FURNISHED AS IS, WHERE IS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

10.		Government Regulations . At its sole cost and expense, Tenant must promptly comply with all statutes, ordinances, rules, orders, regulations and requirements of the federal, state and local governments pertaining to Tenant’s use and occupancy of the Premises.

11.		Quiet Enjoyment . While Tenant is not in default, Tenant shall have the right of sole possession and quiet enjoyment of the Premises under the terms of the Lease, except to the extent otherwise provided in this Lease.

12.		Lien-Free Use of Premises . The Premises will remain the property of Landlord and title will remain in Landlord exclusively. Except for liens existing as of the date of this Lease, Tenant must keep the Premises free from any and all liens and claims, and Tenant must not do or permit any act or thing to be done whereby title or right to the Premises may be encumbered or impaired. Whenever requested, Tenant must give Landlord immediate notice of any attachment or other judicial process affecting the Premises and must defend and indemnify Landlord from any loss or damage caused thereby. Tenant must pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or for use on the Premises, which claims are or may be secured by any mechanics’ or materialmen’s lien against the Premises or any interest therein.

13.		Use of Premises; Waste; Nuisance . Tenant represents and agrees that it will conduct its business and control its agents, employees, invitees, licensees, and visitors in a safe and lawful manner and neither create nor permit to exist any nuisance on or about the

		Premises, nor commit waste of the Premises. Tenant must use the Premises solely for the purpose of general office use.

14.		Casualty . If any part of the Premises is damaged, Landlord must promptly repair and restore the Premises to a condition substantially the same as immediately before the damage, but Landlord is not required to pay more for the repair or restoration than the amount of insurance proceeds received by Landlord, if any, on account of the casualty.

15.		Default by Tenant . Any one of the following events will be a default by Tenant:

	(a)		Non-Payment . Tenant fails to pay when due, or within 5 days of its due date, any installment of rent or any other payment required under this Lease;

	(b)		Abandonment . Tenant abandons a substantial portion of the Premises;

	(c)		Breach . Tenant fails to comply with or abide by this Lease, other than the payment of rent or any other sum to be paid by Tenant, and such failure is not cured within 30 days after receipt of written notice by Landlord to Tenant of such failure;

	(d)		Insolvency . Tenant files a petition or is adjudged bankrupt or insolvent under the federal Bankruptcy Act, as amended, or any similar law or statute of the United States or any state; or a receiver or trustee is appointed for all or substantially all of the assets of Tenant; or Tenant makes a transfer in fraud of creditors or makes an assignment for the benefit of creditors; or

	(e)		Liens . Except for liens existing as of the date of this Lease, Tenant does or permits to be done any act that results in a lien being filed against the Premises, and the lien is not consented to in writing by the Landlord or is not removed within 60 days.

16.

Landlord’s Remedies Upon Default by Tenant . If Tenant defaults, Landlord may pursue any one or more of the following remedies without notice or demand:

	(a)		Lease Termination . Terminate this Lease, in which event Tenant immediately must surrender the Premises to Landlord, and if Tenant fails to surrender the Premises, then Landlord, without prejudice to any other remedy which it may have for possession or arrearages in rent, may enter and take possession of the Premises and lock out, expel or remove Tenant, Tenant’s representative, or any other person who may be occupying all or any part of the Premises, all without liability for damages. Tenant agrees to pay on demand the amount of all loss and damage that Landlord may suffer by reason of the termination of the Lease under this subparagraph, whether through inability to relet the Premises on satisfactory terms or otherwise.

	(b)		Entry and Relet . Enter and take possession of the Premises and lock out, expel or remove Tenant, Tenant’s representative, and any other person who may be occupying all or any part of the Premises, all without liability for damages, and

relet the Premises on behalf of Tenant (on such terms as Landlord in its sole discretion will see fit) and receive directly the rent by reason of the reletting. Tenant agrees to pay Landlord on demand any deficiency that may arise by reason of any reletting of the Premises.

	(c)		Entry and Compliance . Enter the Premises, without liability for damages, and do whatever Tenant is obligated to do under this Lease. Tenant agrees to reimburse Landlord on demand for any expenses that Landlord may incur in effecting compliance with Tenant’s obligations under this Lease. Further, Tenant agrees that Landlord will not be liable for any damages resulting to Tenant from so effecting compliance.

	(d)		Tenant’s Property . In the event of re-entry and possession by Landlord, Landlord may remove and store the property of Tenant without liability for safekeeping and Tenant will be liable for the moving and storage charges.

	(e)		Remedies Not Exclusive . The remedies above are not exclusive but are in addition to all other remedies of Landlord, and resort to any remedy will not prevent Landlord from using any other remedies available to it. Landlord will have no duty to mitigate its damages.

17.		Public Liability, Property Damage Insurance . Tenant will obtain and keep in full force and effect during this Lease an adequate Commercial General Liability policy of insurance protecting Tenant and Landlord (as an additional insured) against claims for bodily injury, personal injury, and property damage based upon, involving, or arising out of the ownership, use, occupancy, or maintenance of the Premises and all areas appurtenant thereto. The insurance must have minimum coverage of $1,000,000.00 for combined single limit liability

18.		Indemnification of Landlord . Tenant must defend and indemnify Landlord from and against any and all claims, actions, damages, liability and expense not compensated by Landlord’s insurance in connection with loss of life, personal injury or damage to property arising from or out of any occurrence in, upon or at the Premises, occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, tenants or concessionaires. If Landlord, without fault on its part, is made a party to any litigation commenced by or against Tenant, then Tenant must defend and indemnify Landlord and must pay all costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred or paid by Landlord in connection with such litigation.

19.		Landlord’s Lien . As security for rents and other charges to be paid by Tenant and for the covenants and agreements to be performed by Tenant, a lien is reserved upon the Premises and on the interest of Tenant in and to the same in favor of the Landlord, prior and superior to any and all other liens thereupon whatsoever. This paragraph will not be construed as providing Landlord with a security interest in or lien on any of the Tenant’s assets, except Tenant’s leasehold interest.

20.		Landlord’s Liability and Subrogation . Landlord will not be liable to Tenant or Tenant’s employees, patrons, or visitors for any damage to persons or property related to the action, omission, or negligence of Tenant and Tenant agrees to defend and hold Landlord harmless from all claims for any such damage. Tenant may, at Tenant’s option, maintain insurance protecting and indemnifying Tenant against any damage or loss of Tenant’s fixtures and contents located on or about the Premises to the extent of the full insurance value of such fixtures and contents. Landlord will not be liable to any damage or loss of Tenant’s fixtures or contents for any cause, including theft, fire, flood, or other acts. Tenant waives all rights of subrogation against Landlord with respect to the perils described above.

21.		Access to and Inspection of Premises . Landlord shall have the right to inspect the Premises during normal business hours, provided that Landlord gives Tenant advance notice of such entry. Landlord will have a right of access upon 48 hours advance notice to show the Premises in connection with a prospective sale, lease or financing. In emergency situations, Landlord may enter the Premises without prior notice to Tenant.

22.		Signs . Tenant may erect and place appropriate signs about the Premises after receiving Landlord’s prior written consent and all applicable government approvals. At the end of the Lease, Tenant must remove all signs from the Premises and repair any damage or defacement to the Premises caused by the removal.

23.		Lease Expiration.

	(a)		Surrender . At the expiration of the Lease, or its termination under any clause herein, Tenant covenants and agrees to vacate and surrender possession of the Premises to Landlord in as good as condition as existed at the commencement date, excepting only ordinary wear and tear.

	(b)		Forfeiture . Upon expiration of this Lease, or termination under any clause herein, Tenant will forfeit all right, title and interest in and to the Premises and any additions or improvements to the Premises made by Tenant, except to the extent provided below. At its option, Landlord may require Tenant to restore the Premises to the condition existing at the time Tenant took possession, with all costs of removal or alterations borne by Tenant.

	(c)		Equipment Removal . Tenant has the right at any time to remove any and all equipment and business or trade fixtures, or other property relating to Tenant’s business, from the Premises before the termination of the Lease. If Tenant does so, it must restore the Premises to the condition existing at the time Tenant took possession, with all costs of removal or alterations borne by Tenant. If Tenant does not remove its property before or at the termination of the Lease, Landlord may remove and store the property, or any portion thereof, all without liability for safekeeping. Tenant will be liable for the moving and storage charges. If Tenant does not claim the property within 60 days after the termination of the Lease, it will be deemed abandoned by Tenant and will become the property of the Landlord without compensation to the Tenant.

(d)

Holding-Over . At the termination of the Term, holding over by Tenant, with or without Landlord’s consent, will constitute a month-to-month tenancy upon the same terms and conditions as set forth herein, except that the monthly rental due to Landlord will be equal to 1.50 times the rental due during the last month of the just-expired term.

24.		Assignment and Subletting . It is understood that Tenant may wish to assign this Lease or sublet all or any part of the Premises. Tenant is authorized to assign this Lease or sublet all or any part of the Premises only after receiving the prior written consent of Landlord for assignment or subletting to tenants approved by Landlord. No assignment or subletting will relieve Tenant from liability for performance of its obligations under this Lease.

25.		Binding Agreement . Subject to the section titled “Assignment and Subletting,” this Lease will inure to the benefit of and bind the parties and their respective representatives, executors, administrators, heirs, permitted successors and permitted assigns.

26.		Headings . The paragraphs titles are for convenient reference only and do not affect the construction, interpretation, or meaning of the text.

27.		Governing Law; Partial Invalidity . This Lease is governed by Ohio law. If a court of competent jurisdiction determines that any provision of this Lease is void, illegal or unenforceable, the other provisions will remain in full force and effect, and the provision determined to be void, illegal or unenforceable will be limited so that this Lease will remain in effect to the fullest extent permissible by law.

28.		Waiver . The failure by either party to require strict performance by the other of any of the provisions of this Lease will not waive or diminish the party’s right to demand strict compliance therewith or with any other provision.

29.		Time is of the Essence . Tenant understands and agrees that time is of the essence in the performance of its obligations and exercise of its rights.

30.		Entire Agreement; Amendments . This Lease contains the entire agreement between the parties and supersedes all prior agreements between the parties, whether written or oral, with respect to the subject matter hereof. This Lease may be modified or amended only by a writing signed by the parties.

31.		“For Lease”, “For Rent” and “For Sale” Signs . Landlord will be entitled to place “For Rent” or “For Sale” signs on or about the Premises and to show the Premises to prospective tenants or buyers at all reasonable times.

32.		Subordination. Non-Disturbance, Attornment, Estoppel Certificate.

A. Landlord has the right at any time to place upon the Premises and/or Property any mortgage which will be prior to the rights of the Tenant under this Lease, and the Tenant will, at no expense to Landlord, execute any and all instruments deemed by the Landlord necessary to subordinate this Lease to such mortgage. As a condition of the subordination

requirement imposed on Tenant, Landlord will use Landlord’s best efforts to have the mortgagee agree that if this Lease is in full force and effect, the right of possession of Tenant to the Premises will not be affected by the mortgagee in the exercise of its rights under the mortgage, nor will Tenant be named as a party defendant to any foreclosure of the mortgage, nor in any other way be deprived of Tenant’s rights under this Lease.

B. Subject to the requirement that Tenant not then be in default under any of its obligations under this Lease, if the mortgagee, or any other person, acquires title to the Property, this Lease will not be terminated or affected by any such proceeding, and the mortgagee will agree that any sale of the Property pursuant to the exercise of any rights under the mortgage, will be made subject to this Lease and the rights of Tenant hereunder.

C. Tenant agrees to attorn to the mortgagee or any other person who acquires title to the Property as its new Landlord, and this Lease will continue in full force and effect as a direct Lease between Tenant and mortgagee or such other person, upon all the terms, covenants, and agreements set forth in this Lease. No successor Landlord is liable for any defaults of Landlord hereunder or for any security deposit or rent deposit made to Landlord on account of this Lease, or for any other obligation of Landlord under this Lease.

D. Within five days after request, Tenant must deliver to Landlord or Landlord’s mortgagees, an estoppel certificate in such reasonable form as requested by Landlord or Landlord’s mortgagee.

33.		Force Majeure . Neither Landlord nor Tenant will be required to perform any provision in this Lease so long as such performance is delayed or prevented by any acts of God, strikes, lockouts, material or labor restrictions by any governmental authority, civil riot, floods, and any other cause not reasonably within the control of Landlord or Tenant and which, by the exercise of due diligence, Landlord or Tenant is unable, wholly or in part, to prevent or overcome.

34.		Recording . This Lease will not be recorded. A Memorandum of Lease may be recorded at the cost of the party requesting recordation.

35.		Notices . All notices under this Lease must be in writing and delivered to the parties at their addresses as set forth above.

36.		Landlord’s Use of Common Areas . All common areas or areas outside the Premises can be used by Landlord for any purpose within its sole discretion provided that such use does not preclude Tenant’s access to the Premises.

The parties have executed this Lease as of the day and year first above written.


LANDLORD GTS SERVICES, LLC
By:	/s/ Michael P. Valentine
	Printed Name:	Michael P. Valentine
	Title:	President

TENANT GROUP TRANSPORTATION SERVICES, INC.
By:	/s/ Michael P. Valentine
	Printed Name:	Michael P. Valentine
	Title:	President

Landlord’s Acknowledgement


STATE OF OHIO	)
	)	SS
COUNTY OF SUMMIT	)

Before me, a Notary Public in and for the State of Ohio, personally appeared GTS SERVICES, an Ohio limited liability company, by Michael P. Valentine, it’s Authorized Member , who, being first duly sworn, acknowledged that he signed the Lease on behalf of the company, that the same was his free act and deed and the free act and deed of the company.

In Witness Whereof, I have hereunto set my hand and subscribed my official seal at Akron, Ohio, this 3rd day of March , 2006.


	/s/ Daniel R. Bryan
	NOTARY PUBLIC

Tenant’s Acknowledgment


STATE OF OHIO	)
	)	SS
COUNTY OF SUMMIT	)

Before me, a Notary Public in and for the State of Ohio, personally appear d Group Transportation Se vices, Inc., an Ohio corporation, by Michael P. Valentine, its President , who, being first duly sworn, acknowledged that he signed the Lease on behalf of the corporation, and that the same was his free act and deed and the free act and deed of the corporation.

In Witness Whereof, I have hereunto set my hand and subscribed my official seal at Akron , Ohio, this 3rd day of March , 20 06 .


	s/ Daniel R. Bryan
	NOTARY PUBLIC

Exhibit 10.6

FIRST AMENDMENT TO LEASE AGREEMENT

THIS FIRST AMENDMENT TO LEASE AGREEMENT (hereinafter called the “ Amendment ”) is made this 29th day of February, 2008, by and between GTS SERVICES LLC , an Ohio limited liability company of 5876 Darrow Road, Hudson, Ohio 44236 (“ Landlord ”), and GROUP TRANSPORTATION SERVICES, INC . (“ Tenant ”).

RECITALS

WHEREAS, pursuant to that certain Lease Agreement dated July 1, 2005, by and between Landlord and Tenant (the “ Lease ”), Landlord let, leased and demised to Tenant approximately 24,000 square feet of the office building (the “ Office Building ”) located at 5876 Darrow Road, City of Hudson Village, County of Summit, State of Ohio (the “ Premises ”); and

WHEREAS, the parties desire to modify and amend certain provisions of the Lease, all as more specifically set forth hereinbelow.

AMENDMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Lease, and notwithstanding any provision contained in the Lease to the contrary, the parties hereto agree as follows:

1. Recitals . The foregoing Recitals are true and correct and are hereby incorporated into the body of this Amendment as if fully set forth herein.

2. Defined Terms . Any capitalized terms not otherwise defined herein shall have the same meaning as ascribed to such term in the Lease.

3. Effective Date . This Amendment shall be effective upon its full execution by Landlord and Tenant (the “ Effective Date ”).

4. Landlord Lien Waiver . From time to time upon request of Tenant, Landlord hereby agrees to execute and deliver to such lender as Tenant may designate a Landlord Lien Waiver Agreement in the form attached hereto as Exhibit A .

5. Base Rent . The last three sentences of the first paragraph of Section 3 of the Lease shall be deleted in its entirety and replaced with the following language:

“Commencing on July 1, 2008, and on the first day of July of each year thereafter (the “Adjustment Date”) Base Rent shall be adjusted by the same percentage (the “Percentage Increase”) as the change in the Consumer Price Index (the “CPI”) for the period of January 1 through December 31 of the previous calendar year, determined by subtracting the CPI effective as of January 1 of the preceding calendar year (the “Base CPI”) from the CPI effective as of December 31 of the preceding calendar year (the “Target CPI”) to calculate the CPI point change (the “CPI Point Change”) and then dividing the CPI Point Change by the Base CPI and

multiplying the result by 100. The specific “CPI” means the Consumer Price Index — All Urban Consumers (U.S. City Average, All Items: Base 1982-84 = 100) as published by the United States Department of Labor, Bureau of Labor Statistics for the Midwest Region. In the event the foregoing CPI is no longer published, Landlord and Tenant shall determine another index of similar nature showing changes in the cost of living to be used to calculate the adjustments in the Base Rent (the “Adjusted Base Rent”). As an illustration, only, and not by way of limitation, assume that the Base CPI is 103 and the Target CPI is 106, and that Base Rent prior to the Adjustment Date is $10,000.00. The CPI and Adjusted Base Rent are calculated as follows:

CPI

[Target CPI] less [Base CPI] = CPI Point Change

[106] less [103] = 3

[CPI Point Change] / [Base CPI] = CPI

[3] / [103] = .029

[.029] x 100 = 2.9%

Adjusted Base Rent shall be:

[$10,000.00] x 102.9% = $10,290.00

Landlord shall provide written notice to Tenant at least ten (10) days prior to each Adjustment Date of the Adjusted Base Rent, setting forth therein: (a) the calculation of the Adjusted Base Rent; and (b) attaching a copy of the CPI for January 1 and December 31 of the preceding calendar year, along with Landlord’s calculations.”

6. The following new Section 37 is hereby added to the Lease:

“ 37. Condemnation . If any part of the Office Building, including the Premises, is condemned, Landlord shall promptly restore the Office Building, including the Premises, to the extent reasonably practicable. If Tenant determines that Tenant cannot reasonably continue to operate its business operations at the Premises as a result of a condemnation or threatened condemnation, then Tenant shall have the right to terminate the Lease, in which event: (i) Landlord shall pro-rate and refund to Tenant any unearned Base Rent and Additional Rent as of the date of termination of the Lease, (ii) Landlord shall return the Security Deposit to Tenant, subject to Landlord’s rights under Section 4 of the Lease, (iii) Tenant shall remove its property and assets, including fixtures, trade fixtures, and personal property prior to the date of termination, and (iv) neither Landlord nor Tenant shall have any further obligations to the other, except for those obligations that survive a termination of the Lease.”

7. The following new Section 38 is hereby added to the Lease:

“ 38. Rent Abatement . Base Rent and Additional Rent shall be abated (to the extent that Tenant’s use and enjoyment of the Premises, including Tenant’s business operations, are

interrupted, interfered with or disrupted) during any period that the Premises, including any portions of the Office Building and common areas that are reasonably necessary for Tenant’s use and enjoyment of the Premises, are damaged, destroyed or under repair, renovation or restoration following any casualty or condemnation, as provided under Sections 14 and 37 of the Lease.”

8. Section 24 of the Lease is hereby amended by adding the following phrase at the end of the second sentence under such section:

“, which consent and approval shall not be unreasonably withheld, conditioned or delayed.”

9. The following new Section 39 is hereby added to the Lease:

“39. Indemnification of Tenant . Landlord hereby agrees to defend, indemnify and hold harmless Tenant and its parent, affiliates and subsidiaries for, from and against all losses, liabilities, damages, obligations, demands, claims, liens, judgments, actions, suits, costs and expenses (including reasonable attorneys’ fees) due to any uncured material breach or uncured material default of Landlord’s duties and obligations under the Lease.”

10. Estoppel Provisions . Landlord hereby represents, warrants and confirms to Tenant as of the Effective Date, as follows:

A. Landlord owns the Office Building, including the Premises, subject to all liens, mortgages or other encumbrances of record.

B. The Term of the Lease expires June 30, 2020.

C. The Lease is in full force and effect.

D. Landlord has no claims against Tenant under or pursuant to the Lease. Tenant is not in default under the Lease, and Tenant has performed all of its duties and obligations that are required to be performed by Tenant as of the Effective Date. No event or condition exists which, with the passage of time, the giving of notice, or both, would constitute a default by Tenant under the Lease.

E. Base Rent and Additional Rent have been paid through February 29, 2008.

11. Access to and Inspection of Premises . An additional sentence is added to the end of Section 21 of the Lease and shall read as follows:

“In connection with any entry or inspection of the Premises by Landlord, Landlord shall not interfere with, disrupt or interrupt any of the Tenant’s business operations.”

12. The following new Section 40 is hereby added to the Lease:

“40. Tenant’s Leasehold Financing . Tenant shall have the right to encumber its leasehold interest, provided that Landlord’s interest in the Premises and in the Lease shall not be encumbered by Tenant’s leasehold financing encumbrance.”

13. Tenant’s Remedies . Upon the occurrence of any breach or default by Landlord in the performance of its duties and obligations under the Lease, and upon notice by Tenant to Landlord allowing Landlord a 15-day period in which to cure, or use its best efforts to diligently pursue a cure of, such breach or default, Tenant may exercise any rights and enforce any remedies available to Tenant under the Lease or at law or in equity, including, without limitation, the right to: (i) perform Landlord’s unperformed duties and obligations, in which event Landlord shall promptly reimburse Tenant for all costs and expenses incurred in connection with Tenant’s cure or attempted cure of Landlord’s obligations, including reasonable attorneys’ fees, or Tenant may set off rent against such costs and expenses, (ii) recover from Landlord all of Tenant’s costs incurred and damages suffered as a result of Landlord’s breach, and/or (iii) terminate this Lease, in which event: (a) Landlord shall pro-rate and refund to Tenant any unearned Base Rent and Additional Rent as of the date of termination of the Lease, (b) Landlord shall return the Security Deposit to Tenant, (c) Tenant shall remove its property and assets, including fixtures, trade fixtures, and personal property, and (d) neither Landlord nor Tenant shall have any further obligations to the other, except for those obligations that survive a termination of the Lease.

14. Notices . From and after the Effective Date, the address of Tenant for purposes of giving notices to Tenant under the Lease shall be in writing and shall be delivered or sent, with the copies indicated, by personal delivery, electronic mail, telecopy (with confirmation and additional copy sent by overnight delivery service) or overnight delivery service (by a reputable international carrier) to the parties at the following addresses (or at such other address as the parties may specify by notice given pursuant to this Section):

To the Tenant:

c/o Thayer/Hidden Creek
4508 IDS Center
Minneapolis, Minnesota 55402
Attn: Scott Rued
Managing Partner
Fax: (612) 332-2012
Email: srued@thayerhiddencreek.com

To the Landlord:

c/o Michael P. Valentine
21 Fox Chase Lane
Hudson, Ohio 44236

15. The Following new Section 41 is hereby added to the Lease:

“41. Miscellaneous .

(a) The provisions of this Amendment shall remain in full force and effect for the duration of the term (and, as applicable, the extended term) of the Lease.

(b) Except as otherwise modified herein, all of the terms and conditions of the Lease shall remain in full force and effect. The Lease, as amended herein, constitutes the entire agreement between the parties hereto, and no further modification of the Lease shall be binding unless evidenced by an amendment in writing signed by Landlord and Tenant after the Effective Date.

(c) The captions and paragraph numbers appearing in this Amendment are inserted only as a matter of convenience and in no way define, limit, construe, affect or describe the scope or intent of the provisions in this Amendment.

(d) This Amendment may be executed in any number of identical counterparts each of which shall be deemed to be an original and all, when taken together, shall constitute one and the same instrument. A facsimile or similar transmission of a counterpart signed by a party hereto shall be regarded as signed by such party for purposes hereof.”

[Signature Page Follows]

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Amendment as of the date and year first above written.


LANDLORD : GTS SERVICES LLC, an Ohio limited liability company
By:	/s/ Michael P. Valentine
	Name:	Michael P. Valentine
	Title:	Managing Member

TENANT : GROUP TRANSPORTATION SERVICES, INC.
By:	/s/ Michael P. Valentine
	Name:	Michael P. Valentine
	Title:	CEO

Signature page for GTS Lease Amendment

Exhibit 10.11

ROADRUNNER DAWES, INC.

AMENDED AND RESTATED
MANAGEMENT AND CONSULTING AGREEMENT

THAYER CAPITAL MANAGEMENT, L.P.

EOS MANAGEMENT, INC.

Roadrunner Dawes, Inc.
4900 S. Pennsylvania Avenue
Cudahy, WI 53110
Attention : Peter Armbruster
Chief Financial Officer

Re: Management and Consulting Services

Gentlemen:

This letter shall confirm the agreement among (i) Thayer Capital Management, L.P., a Delaware limited partnership (“ Thayer ”), (ii) Eos Management, Inc., a Delaware corporation (“ Eos ”) (Thayer and Eos are each referred to herein as a “ Consultant ” and collectively as the “ Consultants ”), (iii) Roadrunner Dawes, Inc., a Delaware corporation (“ Roadrunner Parent ”), (iv) Roadrunner Dawes Freight Systems, Inc., a Delaware corporation (“ Roadrunner Dawes ”), (v) Sargent Transportation, LLC, a Delaware limited liability company (“ Sargent Parent ”), (vi) Sargent Trucking, Inc., a Maine corporation (“ Sargent ”), (vii) Big Rock Transportation, Inc., an Indiana corporation (“ Big Rock ”), (viii) Midwest Carriers, Inc., an Indiana corporation (“ Midwest ”), (ix) Smith Truck Brokers, Inc., an Indiana corporation (“ Smith ”), and (x) B&J Transportation, Inc., a Maine corporation (“ B&J ”) (Roadrunner Parent, Roadrunner Dawes, Sargent Parent, Sargent, Big Rock, Midwest, Smith and B&J are each referred to herein as a “ Company ” and collectively as the “ Companies ”), pursuant to which the Consultants shall render to the Companies certain management and consulting services in connection with corporate development activities and the operation and conduct of the Companies’ business. The Consultants shall commence providing these services as of the effective date (the “ Effective Date ”) of the merger (the “ Merger ”) of Sargent Transportation Group, Inc., a Delaware corporation, with and into Sargent Parent. This agreement amends and restates (i) that certain Management and Consulting Agreement, effective as of June 3, 2005 (the “ Roadrunner Management Agreement ”), among Thayer, Eos, Roadrunner Parent, and the predecessors of Roadrunner Dawes, and (ii) that certain Advisory Agreement, dated as of October 4, 2006 (the “ Sargent Advisory Agreement ” and collectively with the Roadrunner Management Agreement, the “ Superceded Agreements ”), among each of the Companies (other than Roadrunner Parent, Roadrunner Dawes and Sargent Parent) and Thayer.

1. Services . Subject to any limitations imposed by applicable law or regulation, each Consultant shall render to the Companies advice and assistance concerning any and all aspects of the operations, strategic and capital planning and financing of the Companies and their subsidiaries (if any) as needed from time to time, as well as assistance in conducting relations on behalf of the Companies with accountants, attorneys, financial advisors and other professionals. Services provided by the Consultants may include, without limitation, the following:

(a) general executive and management services;

(b) identification, support, negotiation and analysis of acquisitions and dispositions by the Companies and their subsidiaries;

(c) negotiating and recommending entering into, modifying and terminating contracts and agreements to which any Company and its subsidiaries is (or is to become) a party;

(d) support, negotiation and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

(e) finance functions, including assistance in the preparation of financial projections, and monitoring and compliance with financing arrangements;

(f) marketing functions, including monitoring of marketing plans and strategies;

(g) human resources functions, including searching and recommending hiring of executives; and

(h) other services for the Companies and their subsidiaries upon which the Board of Directors (the “ Board ”) of Roadrunner Parent and the Consultants agree.

Each Consultant shall also make periodic reports to the Board with respect to the services provided hereunder. Subject to the limitations set forth herein, each Consultant shall use its best efforts to cause its employees and agents to give the Companies the benefit of their special knowledge, skill and business expertise to the extent relevant to each of the Companies’ business and affairs.

2. Board Supervision . The activities of the Consultants to be performed under this Agreement shall be subject to the supervision of the Board to the extent required by applicable law or regulation and subject to reasonable written policies not inconsistent with the terms of this Agreement adopted by the Board and delivered to the Consultants from time to time. Where not required by applicable law or regulation, the Consultants shall not require the prior approval of the Board to perform their duties under this Agreement.

3. Compensation of Consultants.

(a) Base Compensation . During the term of this Agreement, the Companies jointly and severally agree to pay or cause to be paid to the Consultants annually with respect to the management of the business operations of the Companies and their subsidiaries a base cash consulting and management fee, payable in equal quarterly installments (the “ Base Compensation ”). The amount of the annual Base Compensation shall initially be $400,000, payable 71.5% to Thayer and 28.5% to Eos ( i.e. , $286,000 to Thayer, and $114,000 to Eos). The first such payment under this Agreement shall be due May 15, 2007 with respect to the quarters ending March 31, 2007 and June 30, 2007, and future amounts shall be payable each February 15 (with respect to the Base Compensation due for each quarter ending March 31), May 15 (with respect to the Base Compensation due for each quarter ending June 30), August 15 (with respect to the Base Compensation due for each quarter ending September 30), and November 15 (with respect to the Base Compensation due for each quarter ending December 31) occurring during the term of this Agreement. The Companies acknowledge that the determination of the amount of the initial Base Compensation payable to the Consultants hereunder is based upon the Companies’ present business activities. The Base Compensation shall be prorated for any partial calendar quarter during which the Consultants perform services hereunder. If at any time when a payment of Base Compensation is due under this Agreement the Companies (i) do not have sufficient available cash to make such payment or (ii) are prohibited from making such payment pursuant to the terms of the Companies’ loan agreements, part or all of such payment, as the case may be, shall be deferred. Any amount so deferred (which shall not bear interest) shall be added to the amount due under this Agreement in the quarter following the quarter in which the amount was deferred. Deferred fees shall be immediately due and payable as soon as there is sufficient available cash or the payment is no longer prohibited under the loan agreements, as the case may be.

(b) Increase in Base Compensation . If the Consultants or any of their affiliates purchase from Roadrunner Parent any additional equity securities, the annual Base Compensation shall upon the closing of each such purchase be increased by an amount equal to the product of (i) 1.00% multiplied times (ii) the aggregate proceeds received by Roadrunner Parent from such equity purchase. Any increase in the Base Compensation shall be shared by the Consultants in proportion to additional equity investments by the Consultants and their affiliates. In addition, if Roadrunner Parent or any of its subsidiaries acquires or enters into any additional business operations after the date of this Agreement, the Board and the Consultants will, prior to the acquisition or prior to entering into the business operations, in good faith, determine whether and to what extent the Base Compensation should be increased as a result thereof. Any increase will be evidenced by a written supplement or amendment to this Agreement signed by the Companies and the Consultants.

(i) As additional compensation, the Consultants shall be entitled to a one-time fee (the “ Additional Incentive Compensation ”) with respect to (A) each acquisition of a business operation by Roadrunner Parent or its subsidiaries introduced or negotiated by the Consultants or any of their affiliates, and/or (B) each disposition of a business operation by Roadrunner Parent or its subsidiaries negotiated by the Consultants or any of their affiliates, including any “Sale of the Company” (as hereinafter defined). The Additional Incentive Compensation shall be paid by the Companies jointly and severally to the Consultants in the same percentages as the Base Compensation and shall be paid at the closing of the acquisition or disposition of any such business operation. The Additional Incentive Compensation shall be a cash sum equal to the following percentages of the purchase price (which on acquisitions or dispositions of assets shall also include the book value of the assumed liabilities, and on acquisitions or dispositions of stock shall also include liabilities of the acquired entity that are required to be paid with funds provided by Roadrunner Parent or any of its subsidiaries in connection with such acquisition) for the acquisition or disposition:


Purchase Price	Percentage
$1 to $10,000,000		2.50	%
$10,000,001 to $50,000,000		1.75	%
$50,000,001 and over		1.00	%

By way of illustration, an acquisition or disposition with a purchase price of $60,000,000 would generate Additional Incentive Compensation of $1,050,000 (2.50% of the first $10,000,000, 1.75% of the next $40,000,000 and 1.00% of the remaining $10,000,000).

(ii) The Consultants shall also be entitled to a one-time fee (the “ Finance Transaction Fee ”) in connection with each public or private debt or equity financing or refinancing consummated by Roadrunner Parent or any of its subsidiaries after the date hereof and negotiated by the Consultants or any of their affiliates. The Finance Transaction Fee (x) shall be paid by the Companies jointly and severally to the Consultants in the same percentages as the Base Compensation, (y) shall be paid at the closing of each financing or refinancing, and (z) shall be a cash sum equal to (i) 1.00% of the gross proceeds from any equity financing, and/or (ii) the sum of (A) 1.00% of the aggregate principal amount of any outstanding Company debt that is refinanced, plus (B) 1.00% of the aggregate increase in maximum borrowing availability resulting from any such debt financing or refinancing; provided , however , that if such Finance Transaction Fee is in connection with a transaction for which Additional Incentive Compensation is paid hereunder, then the Consultants shall only be entitled to the amount, if any, by which such Financing Transaction Fee exceeds such Additional Incentive Compensation.

(iii) In the event of any other transaction not in the ordinary course of business and/or unusual efforts extended or results obtained by the Consultants on behalf or for the

benefit of the Companies or their subsidiaries, the Board shall in good faith negotiate with the Consultants to determine a fair compensation arrangement to compensate the Consultants for such matters.

(iv) Notwithstanding anything herein to the contrary, no fee shall be payable to the Consultants in connection with, or by reason of, either the Merger or the related refinancing of the Companies’ indebtedness as of the Effective Date.

4. Reimbursement of Expenses . The Companies shall promptly pay (or reimburse) the Consultants for the reasonable out-of-pocket expenses of the Consultants’ members, officers, employees, agents and representatives incurred in connection with the services performed hereunder (including, without limitation, fees and expenses incurred for attending Company meetings and costs incurred by Thayer (but not Eos) in connection with the consummation of the Merger and the refinancing of the Roadrunner and Dawes loan agreements in connection therewith). All obligations or expenses incurred by the Consultants (including, but not limited to, legal, accounting and other advisors’ fees and expenses) in the performance of their duties under this Agreement shall be for the account of, on behalf of, and at the expense of the Companies. The Consultants shall not be obligated to make any advance to or for the account of the Companies or to pay any sums, except out of funds held in accounts maintained by the Companies nor shall the Consultants be obligated to incur any liability or obligation for the account of the Companies without assurance that the necessary funds for the discharge of such liability or obligation shall be provided.

5. Additional Services . If at any time, any employee or associate of the Consultants agrees to assume a full-time interim role (such as an interim chief financial officer), the fee for such additional services shall be determined at such time; provided , however , that such fee shall be consistent with prevailing market rates for such function. Such fee for additional services shall be payable in addition to the Base Compensation.

6. Independent Contractor . Each Consultant shall be an independent contractor, retaining control over and responsibility for its own operations and personnel. Nothing contained in this Agreement shall be deemed or construed (i) to create a partnership or joint venture between the Companies and either Consultant or its affiliates, or (ii) to cause either Consultant to be responsible in any way for the debts, liabilities or obligations of the Companies or any other party, or (iii) to constitute either Consultant or any of its employees, members, officers or agents as employees, officers, representatives or agents of the Companies.

7. Other Activities of the Consultants . The Companies acknowledge and agree that neither Consultant nor any of either Consultant’s employees, officers, directors, affiliates or associates shall be required to devote full time and business efforts to the duties of the Consultants specified in this Agreement, but instead shall devote only so much of such time and efforts as such Consultant reasonably deems necessary. The Companies further acknowledge and agree that each Consultant and its affiliates are engaged in the business of investing in, acquiring and/or managing businesses for such Consultant’s own account, for the account of its affiliates and associates and for the account of unaffiliated parties, and understands that such Consultant plans to continue to be engaged in such business (and other business or investment activities) during the term of this Agreement. No aspect or element of such activities shall be deemed to be engaged in for the benefit of the Companies or any of the Companies’ subsidiaries nor to constitute a conflict of interest. Without limiting the generality of the foregoing, each Consultant shall be required to bring only those investment and/or business opportunities to the attention of the Companies which such Consultant, in its sole discretion, deems appropriate, and nothing herein shall restrict such Consultant from investing or directly or indirectly engaging in competitive businesses.

8. Standard of Care . Neither Consultant (including any person or entity acting for or on behalf of a Consultant) shall be liable for any mistakes of fact, errors of judgment, for losses sustained by the Companies or for any acts or omissions of any kind (including acts or omissions of either Consultant or any of its employees or agents), unless and except to the extent that the Companies’ losses (including

expenses, costs and attorneys’ fees) are finally and judicially determined to have resulted from the willful misconduct of a Consultant. The Companies recognize and confirm that the Consultants will, from time to time, in acting pursuant to this engagement, be using information in reports and other information provided by others, including, without limitation, information provided by or on behalf of the Companies, and that the Consultants do not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of any such reports and information. The Companies hereby warrant that any information relating to the Companies that is furnished to the Consultants by or on behalf of the Companies will be fair, accurate and complete and will not contain any material omissions or misstatements of fact. The Companies agree that any information or advice rendered by the Consultants or their representatives in connection with this engagement is for the confidential use of the Board only, and, except as otherwise required by law, the Companies will not and will not permit any third party to disclose or otherwise refer to such advice or information in any manner without the Consultants’ prior written consent.

9. Indemnification of Consultants . The Companies hereby jointly and severally agree to indemnify and hold harmless the Consultants and each of their present and future officers, directors, affiliates, employees and agents (“ Indemnified Parties ”) from and against any and all claims, liabilities, losses and damages (or actions in respect thereof), in any way related to or arising out of the performance by such Indemnified Party of services under this Agreement, and to advance and reimburse each Indemnified Party on a monthly basis for reasonable legal and other expenses incurred by it in connection with or relating to investigating, preparing to defend, or defending any actions, claims or other proceeding (including any investigation or inquiry) arising in any manner out of or in connection with such Indemnified Party’s performance or non-performance under this Agreement (whether or not such Indemnified Party is a named party in such proceedings); provided , however , that the Companies shall not be responsible under this paragraph for any claims, liabilities, losses, damages, or expenses to the extent that they are finally judicially determined to result from actions taken by such Indemnified Person that constitute willful misconduct.

10. Term . This Agreement shall remain in effect for a period of 10 years unless terminated earlier in accordance with the provisions of this Agreement; provided , however , that this Agreement shall automatically terminate upon a Sale of the Company. For purposes of this Agreement, the term “ Sale of the Company ” means (x) the sale of all, or substantially all, of the Companies’ consolidated assets in any single transaction or series of related transactions; (y) the sale or issuance, or series of related sales or issuances, of equity securities of Roadrunner Parent in any single transaction or series of related transactions which results in any person or group of affiliated persons (other than affiliates of the Consultants) owning (on a fully diluted basis) more than 50% of Roadrunner Parent’s securities having ordinary voting power to elect directors outstanding at the time of such sale or issuance or such series of sales and/or issuances; or (z) any merger or consolidation of Roadrunner Parent with or into another corporation (regardless of which entity is the surviving corporation) if, after giving effect to such merger or consolidation, the holders of Roadrunner Parent’s securities having ordinary voting power to elect directors (on a fully diluted basis) immediately prior to the merger or consolidation own securities of the surviving or resulting corporation representing 50% or less of the ordinary voting power to elect directors of the surviving or resulting corporation (on a fully diluted basis). No termination of this Agreement, whether pursuant to this Section 10, Section 11 or otherwise, shall affect the Companies’ obligations with respect to fees, costs and expenses earned or incurred by the Consultants and not paid or reimbursed by the Companies as of the effective date of such termination.

11. Early Termination . The Companies or the Consultants may terminate this Agreement in the event of the breach of any of the material terms or provisions of this Agreement by the other party, which breach is not cured within 10 business days after notice of the same is given to the party alleged to be in breach. In addition, any Consultant may deliver to the Companies a written letter of resignation signed by such Consultant, which such Consultant may do in its sole discretion, at any time, for any reason or no reason. If this Agreement is terminated by the Consultants because of the breach of any of the material terms or provisions hereof by the Companies, the Consultants shall be entitled to recover

damages from the Companies and shall not be required to mitigate or reduce damages by seeking or undertaking other management arrangements or business opportunities.

12. No Assignment . Without the consent of the Consultants, the Companies shall not assign, transfer or convey any of its rights, duties or interest under this Agreement, nor shall it delegate any of the obligations or duties required to be kept or performed by it hereunder. Without the prior written consent of the Companies, neither Consultant shall assign, transfer or convey any of its respective rights, duties or interests under this Agreement, nor shall it delegate any of the obligations or duties required to be kept or performed by it under this Agreement; provided that each Consultant may assign any and all of its rights and obligations hereunder to any of its affiliates.

13. Notices . All notices, demands, consents, approvals and requests given by either party to the other hereunder shall be in writing and shall be personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, to the parties at the following addresses.


If to any or all of the Companies :		c/o Roadrunner Dawes, Inc.
		4900 S. Pennsylvania Avenue
		Cudahy, WI 53110
		Attention: Peter W. Armbruster

If to Thayer :		Thayer Capital Management, L.P.
		c/o Thayer Capital Partners
		1455 Pennsylvania Avenue, N.W. #350
		Washington, D.C. 20004
		Attention: Scott Rued

If to Eos :		Eos Management, Inc.
		320 Park Avenue, Suite 910
		New York, NY 10022
		Attention: Sam Levine

Payment of all fees and expenses payable under the terms of this Agreement shall be paid to (i) in the case of fees due Thayer, Thayer Capital Management, L.P., 1455 Pennsylvania Avenue, N.W. #350, Washington, D.C. 20004, Attention: Chief Financial Officer, (ii) in the case of expense reimbursements due Thayer, Thayer Equity Investors V, L.P., 1455 Pennsylvania Avenue, N.W. #350, Washington, D.C. 20004, Attention: Chief Financial Officer and (iii) in the case of Eos Management, Inc., 320 Park Avenue, Suite 910, New York, NY 10022, Attention: Sam Levine.

14. Third Party Beneficiaries.

(a) Except for the parties to this Agreement and their respective successors and assigns, nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement; provided that each of (i) LaSalle Bank National Association, as “Administrative Agent” (“ LaSalle ”) pursuant to that certain Second Amended and Restated Credit Agreement, dated as of the date of this Agreement (the “ Credit Agreement ”), among the Companies, the “Lenders” named therein, and LaSalle, as administrative agent for the Lenders, as the same may be amended, modified, restated or otherwise supplemented from time to time, and (ii) any holder of “Notes”, as such term is defined in that certain Amended and Restated Notes Purchase Agreement, dated as of the date of this Agreement (the “ Note Agreement ”), among Roadrunner Parent, the Companies, and the “Purchasers” named therein, as the same may be amended, modified, restated or otherwise supplemented from time to time, shall be deemed to be third party beneficiaries for purposes of the sixth sentence of Section 3(a) above.

(b) Each Consultant hereby agrees that the payment obligations of the Companies under this Agreement, and the right of each Consultant to receive payments under this Agreement are subordinated to payment of all amounts owing or that become owing under the Credit Agreement and the Note Agreement and that payments under this Agreement may be made only as permitted in the Credit Agreement and the Note Agreement. Subordination of amounts payable under this Agreement on the terms set forth herein shall be effective (i) in any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of the Companies and (ii) against any transferee or assignee of the Consultants. Each Consultant also agrees that if it receives any payment under this Agreement that is not permitted by the Credit Agreement or the Note Agreement it will promptly turn over such payment to the Administrative Agent, if amounts are outstanding under the Credit Agreement and, if no amounts are outstanding under the Credit Agreement, to Purchasers.

(c) This Section 14 may not be amended or otherwise modified without the prior written consent of LaSalle and the Required Security Holders (as defined in the Note Agreement).

15. Severability . If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to person or circumstances other than those as to which it is held invalid or enforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

16. Entire Agreement . This Agreement contains the entire agreement between the parties hereto with respect to the matters herein contained, supercedes the Superceded Agreements, and any agreement hereafter made shall be ineffective to effect any change or modification, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of this change or modification is sought.

17. Governing Laws . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the laws of any other state.

18. Amendments and Waivers . No provision of this Agreement may be amended or waived without the prior written consent or each party hereto.

19. Arms-Length Bargaining, etc . The Companies acknowledge and agree that the compensation provided under this Agreement has been determined in arm’s-length bargaining and is consistent with fair market value in arm’s-length transactions and is not and has not been determined in a manner that takes into account the volume or value of any business otherwise generated for or with respect to the Company or between the parties.

20. Termination and Release of Sargent Advisory Agreement . Upon the Effective Date, (i) the Sargent Advisory Agreement shall be automatically terminated in all respects and shall be of no further force and effect, and (ii) each of the Companies (other than Roadrunner Parent and Roadrunner Dawes), on the one hand, and Thayer, on the other hand, shall irrevocably release and forever discharge and hold harmless each other and each other’s direct and indirect shareholders, directors, officers, employees, consultants, agents, subsidiaries, affiliates, representatives, successors and assigns, and their respective shareholders, directors, officers, employees, consultants, agents, subsidiaries, affiliates, representatives, successors and assigns, from and against any claim, demand, obligation or liability (including, without limitation, any claim for fees or expenses), known or unknown, foreseen and unforeseen, contingent or otherwise, relating to or in connection with the Sargent Advisory Agreement, in law or in equity.

SIGNATURES APPEAR ON FOLLOWING PAGE

If the foregoing is acceptable to you, please sign this letter in the space provided below and return it to the undersigned.


	Very truly yours, THAYER CAPITAL MANAGEMENT, L.P. By: Thayer Management Partners, L.L.C., its General Partner
	By:	/s/ Scott Rued
		Scott Rued,
		Member

	EOS MANAGEMENT, INC.
	By:	/s/ Brian Young
		Brian Young

ACCEPTED AND AGREED TO AS OF
MARCH 14, 2007:


ROADRUNNER DAWES, INC.
By:	/s/ Peter Armbruster
	Peter Armbruster,
	Vice President — Finance

ROADRUNNER DAWES FREIGHT SYSTEMS, INC.
By:	/s/ Peter Armbruster
	Peter Armbruster,
	Vice President — Finance

SARGENT TRANSPORTATION, LLC
By:	/s/ Dan Moorse
	Dan Moorse,
	Vice President

[Signature Page to Amended and Restated Management and Consulting Agreement]


SARGENT TRUCKING, INC.
By:	/s/ Dan Moorse
	Dan Moorse,
	Vice President

BIG ROCK TRANSPORTATION, INC.
By:	/s/ Dan Moorse
	Dan Moorse,
	Vice President

MIDWEST CARRIERS, INC.
By:	/s/ Dan Moorse
	Dan Moorse,
	Vice President

SMITH TRUCK BROKERS, INC.
By:	/s/ Dan Moorse
	Dan Moorse,
	Vice President

B&J TRANSPORTATION, INC.
By:	/s/ Dan Moorse
	Dan Moorse,
	Vice President

[Signature Page to Amended and Restated Management and Consulting Agreement]

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to Registration Statement No. 333-152504 on Form S-1 (the “Registration Statement”) of our report dated July 22, 2008 (September 10, 2008 as to Note 14) relating to the consolidated financial statements of Roadrunner Transportation Services Holdings, Inc. and subsidiaries (formerly known as Roadrunner Dawes, Inc.) (the “Successor”) as of December 31, 2007 and 2006 and for the years then ended and for the period from February 22, 2005 (date of inception) through December 31, 2005 and the financial statements of Dawes Transport, Inc. (the “Predecessor”) for the period from January 1, 2005 through March 31, 2005 (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the Successor’s adoption of Financial Accounting Standards Board Statement No. 123(R), Share-Based Payments effective January 1, 2006) appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Milwaukee, WI
September 10, 2008

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to Registration Statement No. 333-152504 of Roadrunner Transportation Services Holdings, Inc. on Form S-1 (the “Registration Statement”) of our report dated July 22, 2008 relating to the combined financial statements of Group Transportation Services, Inc. and GTS Direct, LLC (collectively, “GTS”), both of which are under common control and common management, as of December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007 (which report expresses an unqualified opinion and includes explanatory paragraphs referring to GTS’ adoption of Financial Accounting Standards Board Statement No. 123(R), Share-Based Payments effective January 1, 2006 and the subsequent sale of GTS on February 29, 2008) appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Milwaukee, WI
September 10, 2008

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to Registration Statement No. 333-152504 of Roadrunner Transportation Services Holdings, Inc. on Form S-1 The “Registration Statement” of our report dated July 22, 2008 relating to the combined financial statements of Sargent Trucking, Inc.; Big Rock Transportation, Inc.; B&J Transportation, Inc.; Midwest Carriers, Inc.; and Smith Truck Brokers, Inc. (collectively, “Sargent”), all of which are under common control and common management, as of October 3, 2006 and December 31, 2005, and for the period from January 1, 2006 through October 3, 2006 and for the year ended December 31, 2005 (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the subsequent sale of Sargent on October 4, 2006) appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Milwaukee, WI
September 10, 2008

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to Registration Statement No. 333-152504 of Roadrunner Transportation Services Holdings, Inc. on Form S-1 (the “Registration Statement”) of our report dated July 22, 2008 relating to the financial statements of Roadrunner Freight Systems, Inc. (the “Company”) as of April 29, 2005 and for the period from January 1, 2005 through April 29, 2005 (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to the subsequent sale of the Company on April 29, 2005) appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Milwaukee, WI
September 10, 2008