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UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF

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					UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF NEW YORK

In re                                                                  Case No. 1-06-00107
                                                                       Chapter 11
Leaseway Motorcar Transport Company, et al., 1

                  Debtors.                                             Honorable Michael J. Kaplan



    DISCLOSURE STATEMENT FOR THE FIRST AMENDED JOINT PLAN OF REORGANIZATION
                     PROPOSED BY THE DEBTORS AND YUCAIPA


THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES
OR REJECTIONS MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN
APPROVED BY THE BANKRUPTCY COURT. THIS DISCLOSURE STATEMENT IS BEING
SUBMITTED FOR APPROVAL BUT HAS NOT BEEN APPROVED BY THE COURT.

                                               IMPORTANT DATES

     Deadline by which Ballots must be received: December 18, 2006, at 4:00 p.m. (E.T.)
     Deadline by which to file and serve objections to Confirmation of the Plan: December 15, 2006, at 4:00 p.m.
     (E.T.)
     Hearing on Confirmation of the Plan: December 21, 2006, at 3:00 p.m. (E.T.)
KIRKLAND & ELLIS LLP                                         LATHAM & WATKINS LLP
James A. Stempel                                             Robert A. Klyman
James W. Kapp III                                            Gregory O. Lunt
Paul Wierbicki                                               633 West Fifth Street, Suite 4000
200 East Randolph Drive                                      Los Angeles, California 90071-2007
Chicago, Illinois 60601                                      Telephone: (213) 485-1234
Telephone: (312) 861-2000                                    Facsimile: (213) 891-8763
Facsimile: (312) 861-2200

-and-
HODGSON RUSS LLP
Garry M. Graber                                              Counsel to Yucaipa American Alliance Fund I, LP and
One M&T Plaza                                                Yucaipa American Alliance (Parallel) Fund I, LP
Suite 2000
Buffalo, New York 14203
Telephone: (716) 856-4000
Facsimile: (716) 849-0349

Co-Counsel for the Debtors and Debtors in Possession

Dated: November 21, 2006

1    The Debtors are: Leaseway Motorcar Transport Company, Performance Logistics Group, Inc., Performance Transportation
     Services, Inc., Automotive Logistics Corp., E. and L. Transport Company L.L.C., Florida Leasco Company L.L.C., HFS
     Investments, Inc., Hadley Auto Transport, Hadley Computer Services, LAC Holding Corp., Logistics Computer Services,
     Inc., PLG Leasing Corp., Transportation Releasing L.L.C. and Vehicle Logistics Associates, L.L.C.




K&E 11468239.6
THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS DECEMBER 18, 2006, UNLESS
THE DEBTORS EXTEND THE DEADLINE PRIOR TO THE VOTING DEADLINE. TO BE COUNTED,
THE VOTING AGENT MUST RECEIVE YOUR BALLOT OR MASTER BALLOT BEFORE THE
VOTING DEADLINE.


THE DEBTORS PROVIDE NO ASSURANCE THAT THE DISCLOSURE STATEMENT, INCLUDING
ANY EXHIBITS TO THE DISCLOSURE STATEMENT, THAT IS ULTIMATELY APPROVED IN THE
CHAPTER 11 CASES (1) WILL CONTAIN ANY OF THE TERMS IN THE CURRENT DOCUMENT OR
(2) WILL NOT CONTAIN DIFFERENT, ADDITIONAL, MATERIAL TERMS THAT DO NOT APPEAR
IN THE CURRENT DOCUMENT. THEREFORE, MAKING INVESTMENT DECISIONS BASED UPON
THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT, THE PLAN AND THE
EXHIBITS IS HIGHLY SPECULATIVE, AND THE DOCUMENTS SHOULD NOT BE RELIED UPON IN
MAKING SUCH INVESTMENT DECISIONS WITH RESPECT TO (1) THE DEBTORS OR (2) ANY
OTHER PARTIES THAT MAY BE AFFECTED BY THE CHAPTER 11 CASES.




K&E 11468239.6
                                                             TABLE OF CONTENTS

                                                                                                                                                           Page

I.         INTRODUCTION.........................................................................................................................................1
           A.   OVERVIEW OF CHAPTER 11 .......................................................................................................3
           B.   SUMMARY OF CLASSIFICATION AND TREATMENT OF ALLOWED CLAIMS
                AND INTERESTS UNDER THE PLAN - APPLICABLE TO ALL THE DEBTORS ...................4
           C.   PARTIES ENTITLED TO VOTE ON THE PLAN .........................................................................5
                1.    ELIGIBILITY TO VOTE...................................................................................................5
                2.    BALLOTS ..........................................................................................................................5
                3.    VOTING PROCEDURE ....................................................................................................5
                4.    DEADLINE FOR VOTING ...............................................................................................6
                5.    IMPORTANCE OF YOUR VOTE ....................................................................................6
           D.   THE CONFIRMATION HEARING ................................................................................................6

II.        BACKGROUND............................................................................................................................................8
           A.   OVERVIEW OF PERFORMANCE TRANSPORTATION SERVICE’S BUSINESSES...............8
           B.   THE DEBTORS’ CORPORATE AND CAPITAL STRUCTURE ..................................................8
                1.    Summary of Prepetition Indebtedness and Other Financings as of the Petition
                      Date.....................................................................................................................................9
                2.    The Debtors’ Current Status .............................................................................................10
                3.    The Debtors’ Management and PLG Board of Directors .................................................11
           C.   YUCAIPA.......................................................................................................................................11

III.       THE CHAPTER 11 CASES .......................................................................................................................12
           A.    OVERVIEW — EVENTS LEADING TO THE CHAPTER 11 CASES .......................................12
           B.    INITIAL RESTRUCTURING EFFORTS ......................................................................................12
           C.    FORBEARANCE AGREEMENTS AND OPERATING IN THE ORDINARY COURSE
                 OF BUSINESS................................................................................................................................13
           D.    ADMINISTRATION OF THE CHAPTER 11 CASES..................................................................13
                 1.     Administrative and Case Management .............................................................................13
                 2.     Payment of Certain Critical Prepetition Claims................................................................14
                 3.     Financing ..........................................................................................................................15
                 4.     Employment and Compensation of Professionals ............................................................16
                 5.     Executory Contracts and Unexpired Leases .....................................................................17
                 6.     Exclusivity ........................................................................................................................18
                 7.     Preliminary Analysis of Avoidance Actions.....................................................................19
           E.    THE OFFICIAL COMMITTEE .....................................................................................................20
           F.    BAR DATE.....................................................................................................................................20
           G.    NEGOTIATIONS WITH THE OEMS ...........................................................................................20

IV.        SUMMARY OF THE JOINT PLAN OF REORGANIZATION............................................................20
           A.   INTRODUCTION ..........................................................................................................................20
           B.   UNCLASSIFIED CLAIMS - APPLICABLE TO ALL THE DEBTORS ......................................21
                1.    Administrative Expense Claims........................................................................................21
                2.    Treatment of Priority Tax Claims. ....................................................................................23
                3.    Treatment of Claims Under the DIP Facility and the Junior DIP Facility. .......................23
           C.   CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND
                INTERESTS - APPLICABLE TO ALL THE DEBTORS .............................................................24
                1.    Summary...........................................................................................................................24
                2.    Summary of Classification and Treatment of Classified Claims and Interests .................24
                3.    Classification and Treatment of Classified Claims and Interests - Applicable to
                      All the Debtors..................................................................................................................24
                4.    Claims Amounts ...............................................................................................................28


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                 5.    Special Provision Regarding Unimpaired Claims or Interests in Unimpaired
                       Classes ..............................................................................................................................28
           D.    ACCEPTANCE OR REJECTION OF THE PLAN........................................................................28
                 1.    Voting of Claims...............................................................................................................28
                 2.    Impaired Classes to Vote ..................................................................................................28
                 3.    Presumed Acceptance of Plan...........................................................................................29
                 4.    Presumed Rejection of Plan..............................................................................................29
                 5.    Acceptance by Class of Claims.........................................................................................29
           E.    MEANS FOR IMPLEMENTATION OF THE PLAN ...................................................................29
                 1.    Continued Corporate Existence and Vesting of Assets in the Reorganized
                       Debtors..............................................................................................................................29
                 2.    Amended Organizational Documents ...............................................................................29
                 3.    Board of Directors and Management................................................................................29
                 4.    Effectuating Documents and Further Transactions...........................................................30
                 5.    Authorization of New Securities.......................................................................................30
                 6.    The Official Committee ....................................................................................................30
                 7.    Restructuring Transactions ...............................................................................................30
                 8.    Intercompany Claims........................................................................................................32
                 9.    Creation of Professional Escrow Account ........................................................................32
                 10.   Retention by Debtors and Reorganized Debtors of Avoidance and Other Actions
                       and Preference Actions .....................................................................................................32
           F.    TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES ........................32
                 1.    Assumption and Cure of Executory Contracts and Unexpired Leases .............................32
                 2.    Cure of Defaults of Assumed Executory Contracts and Unexpired Leases......................33
                 3.    Indemnification of Directors, Officers and Employees ....................................................33
                 4.    Assumption of D&O Insurance Policies...........................................................................33
                 5.    Compensation and Benefit Programs................................................................................34
                 6.    Workers’ Compensation Programs ...................................................................................34
                 7.    Insurance Policies .............................................................................................................34
           G.    PROVISIONS GOVERNING DISTRIBUTIONS .........................................................................34
                 1.    Distributions for Claims Allowed as of the Effective Date ..............................................34
                 2.    Special Procedures for Lost, Stolen, Mutilated or Destroyed Instruments .......................36
                 3.    Delivery and Distributions and Undeliverable or Unclaimed Distributions .....................36
                 4.    Setoffs...............................................................................................................................36
           H.    PROCEDURES FOR RESOLVING DISPUTED CLAIMS OR INTERESTS..............................37
                 1.    Treatment of Disputed Claims ..........................................................................................37
                 2.    Objections to Claims and Interests; Prosecution of Disputed Claims and
                       Disputed Interests .............................................................................................................37
                 3.    Distributions on Account of Disputed Claims Once They Are Allowed ..........................38
                 4.    Interest on Claims .............................................................................................................38
           I.    CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF
                 THE PLAN .....................................................................................................................................38
                 1.    Conditions Precedent to Confirmation..............................................................................38
                 2.    Conditions Precedent to the Effective Date ......................................................................39
                 3.    Waiver of Conditions........................................................................................................40
                 4.    Effect of Failure of Conditions to Consummation............................................................40
                 5.    Order Denying Confirmation............................................................................................40
           J.    CONFIRMATION OF PLAN OVER DISSENTING CLASSES ..................................................40
           K.    DISCHARGE, RELEASE, INJUNCTIVE AND RELATED PROVISIONS ................................41
                 1.    Discharge of Reorganized Debtors and Injunction ...........................................................41
                 2.    Releases by the Debtors....................................................................................................41
                 3.    Third-Party Release ..........................................................................................................42
                 4.    Rights of Action................................................................................................................43
                 5.    Preservation of Rights of Action and Causes of Action ...................................................44
                 6.    Personal Injury Actions and Related Insurance ................................................................45
                 7.    Injunction Related to Releases..........................................................................................46

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                       8.    Exculpation.......................................................................................................................46
           L.          RETENTION OF JURISDICTION ................................................................................................47
           M.          MISCELLANEOUS PROVISIONS...............................................................................................48
                       1.    Exemption From Transfer Taxes ......................................................................................48
                       2.    Exemption From SEC Registration ..................................................................................48
                       3.    Exemption from Securities Laws......................................................................................48
                       4.    Initial Offer and Sale Exempt from Registration ..............................................................48
                       5.    Payment of Statutory Fees ................................................................................................48
                       6.    Modification or Withdrawal of the Plan ...........................................................................49
                       7.    Governing Law .................................................................................................................49
                       8.    Filing or Execution of Additional Documents..................................................................49
                       9.    Withholding and Reporting Requirements .......................................................................49
                       10.   Waiver of Rule 62(a) of the Federal Rules of Civil Procedure.........................................49
                       11.   Headings ...........................................................................................................................49
                       12.   Exhibits and Schedules .....................................................................................................49
                       13.   Notices ..............................................................................................................................50
                       14.   Plan Supplement ...............................................................................................................50
                       15.   Successors and Assigns ....................................................................................................50
                       16.   Saturday, Sunday or Legal Holiday ..................................................................................50
                       17.   Post-Effective Date Effect of Evidences of Claims or Interests .......................................51
                       18.   Severability of Plan Provisions.........................................................................................51
                       19.   Balloting ...........................................................................................................................51
                       20.   No Admissions or Waiver of Objections ..........................................................................51
                       21.   Survival of Settlements.....................................................................................................51
                       22.   No Waiver.........................................................................................................................51
                       23.   Tax Liability .....................................................................................................................52
                       24.   Controlling Documents.....................................................................................................52
                       25.   Rounding ..........................................................................................................................52

V.         THE SOLICITATION; VOTING PROCEDURES .................................................................................52
           A.    ELIGIBILITY TO VOTE ...............................................................................................................52
           B.    BALLOTS.......................................................................................................................................53
           C.    VOTING PROCEDURE.................................................................................................................53
           D.    DEADLINE FOR VOTING ...........................................................................................................53
           E.    IMPORTANCE OF YOUR VOTE.................................................................................................53

VI.        VALUATION ANALYSIS AND FINANCIAL PROJECTIONS ...........................................................54
           A.   VALUATION OF THE REORGANIZED DEBTORS ..................................................................54
           B.   FINANCIAL PROJECTIONS ........................................................................................................55

VII.       CONFIRMATION PROCEDURES..........................................................................................................59
           A.    THE CONFIRMATION HEARING ..............................................................................................59
           B.    STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN...............................59
           C.    RISK FACTORS ............................................................................................................................62
           D.    IDENTITY OF PERSONS TO CONTACT FOR MORE INFORMATION .................................62
           E.    DISCLAIMER ................................................................................................................................62

VIII.      CERTAIN RISK FACTORS AFFECTING THE DEBTORS ................................................................63
           A.   GENERAL......................................................................................................................................63
           B.   CERTAIN BANKRUPTCY LAW CONSIDERATIONS..............................................................63
           C.   FINANCIAL INFORMATION; DISCLAIMER............................................................................65
           D.   FACTORS AFFECTING THE VALUE OF THE SECURITIES TO BE ISSUED
                UNDER THE PLAN.......................................................................................................................65
           E.   RISK FACTORS ASSOCIATED WITH THE BUSINESS ...........................................................66
           F.   FACTORS AFFECTING THE REORGANIZED DEBTORS.......................................................67
                1.     General Factors.................................................................................................................67

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                      2.         Litigation Risks.................................................................................................................67

IX.        ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN.......................68
           A.   LIQUIDATION UNDER CHAPTER 7..........................................................................................68
           B.   ALTERNATIVE PLAN(S) OF REORGANIZATION ..................................................................68

X.         CERTAIN FEDERAL INCOME TAX CONSEQUENCES ...................................................................69
           A.   CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THE
                DEBTORS AND THE REORGANIZED DEBTORS....................................................................69
                1.     Reduction Of NOLs..........................................................................................................70
                2.     Limitation On NOL Carryforwards And Other Tax Attributes ........................................70
                3.     General Section 382 Annual Limitation ...........................................................................70
                4.     Special Bankruptcy Exceptions ........................................................................................70
           B.   CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THE
                HOLDERS OF CLASS 2 CLAIMS................................................................................................71
           C.   CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THE
                HOLDERS OF CLASS 3 CLAIMS................................................................................................72
           D.   CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THE
                HOLDERS OF CLASS 5 CLAIMS................................................................................................73

XI.        CONCLUSION AND RECOMMENDATION.........................................................................................74




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EXHIBITS

Exhibit A:       The Debtors’ Joint Plan of Reorganization

Exhibit B:       Liquidation Analysis

Exhibit C:       Organization Chart of Performance Transportation Services, Inc., and its affiliate Debtors

Exhibit D:       Forms of Letters of the Debtors to Holders of Claims

Exhibit E:       DIP Facility Summary

Exhibit F:       Management Incentive Plan Term Sheet

Exhibit G:       Financial Projections




                                                        -v-
K&E 11468239.6
THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL, BUT HAS NOT BEEN
APPROVED BY THE BANKRUPTCY COURT. THIS IS NOT A SOLICITATION OF ACCEPTANCE OR
REJECTION OF THE JOINT PLAN OF REORGANIZATION (THE “PLAN”) ATTACHED HERETO AS
EXHIBIT A. ACCEPTANCES OR REJECTIONS OF THE PLAN MAY NOT BE SOLICITED UNTIL A
DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT.




K&E 11468239.6
                                                                 I.

                                                      INTRODUCTION

          The above-captioned debtors (collectively, the “Debtors” or the “Company”), as debtors and debtors-in-
possession, submit this disclosure statement (the “Disclosure Statement”), pursuant to section 1125 of title 11 of the
United States Code (the “Bankruptcy Code”), to holders of Claims and Interests in connection with:2 (i) the
solicitation of votes to accept or reject the First Amended Joint Plan of Reorganization Proposed by the Debtors and
Yucaipa, as the same may be amended from time to time (the “Plan”), which was filed by the Debtors with the
United States Bankruptcy Court for the Western District of New York (the “Bankruptcy Court”), and (ii) the hearing
to consider confirmation of the Plan (the “Confirmation Hearing”), which is scheduled for December 21, 2006,
commencing at 3:00 p.m., E.T.3 A copy of the Plan is attached hereto as Exhibit A.

THE DEBTORS’ BOARDS OF DIRECTORS (THE “BOARDS”) RECOMMEND THAT ALL
CREDITORS ENTITLED TO VOTE SUBMIT A TIMELY BALLOT VOTING TO ACCEPT THE PLAN.
THE RESPECTIVE BOARDS AND MANAGERS OF THE DEBTORS HAVE UNANIMOUSLY
APPROVED THE FILING AND SOLICITATION OF THE PLAN AND THE TRANSACTIONS
CONTEMPLATED THEREBY. THE BOARDS BELIEVE THAT THE PLAN IS PREFERABLE TO ANY
OF THE ALTERNATIVES DESCRIBED HEREIN BECAUSE: (I) IT PROVIDES FOR A LARGER
DISTRIBUTION TO HOLDERS OF ALLOWED CLAIMS THAN WOULD OTHERWISE RESULT
FROM A LIQUIDATION UNDER CHAPTER 7 OF THE BANKRUPTCY CODE; AND (II) IT PROVIDES
FOR A GREATER DISTRIBUTION TO ALL HOLDERS OF CLAIMS JUNIOR TO THE FIRST LIEN
HOLDERS THAN WOULD OTHERWISE BE AVAILABLE IF THE BANKRUPTCY CODE’S
“ABSOLUTE PRIORITY” RULE WERE STRICTLY ENFORCED. THE “ABSOLUTE PRIORITY”
RULE PROVIDES, IN PERTINENT PART, THAT SENIOR CLASSES OF CLAIMS MUST BE
SATISFIED BEFORE JUNIOR CLASSES RECEIVE ANY DISTRIBUTION. IN ADDITION, ANY
ALTERNATIVE OTHER THAN CONFIRMATION OF THE PLAN COULD RESULT IN EXTENSIVE
DELAYS AND INCREASED ADMINISTRATIVE EXPENSES RESULTING IN SMALLER
DISTRIBUTIONS TO THE HOLDERS OF ALLOWED CLAIMS. ATTACHED HERETO AS EXHIBIT D
ARE LETTERS FROM THE DEBTORS RECOMMENDING THAT ALL HOLDERS OF CLAIMS
AGAINST THE DEBTORS WHO ARE ENTITLED TO VOTE ON THE PLAN, TIMELY SUBMIT
BALLOTS TO ACCEPT THE PLAN.

      THE DEBTORS ARE MAKING THE STATEMENTS AND DISCLOSING THE FINANCIAL
INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT AS OF THE DATE THEY FILED
THE DISCLOSURE STATEMENT, UNLESS OTHERWISE SPECIFIED. HOLDERS OF CLAIMS
REVIEWING THIS DISCLOSURE STATEMENT SHOULD NOT INFER THAT, AT THE TIME OF
THEIR REVIEW, THE FACTS SET FORTH HEREIN HAVE NOT CHANGED SINCE THE
DISCLOSURE STATEMENT WAS FILED. HOLDERS OF CLAIMS ENTITLED TO VOTE TO ACCEPT
THE PLAN MUST RELY ON THEIR OWN EVALUATION OF THE DEBTORS AND THEIR OWN
ANALYSIS OF THE TERMS OF THE PLAN, INCLUDING, BUT NOT LIMITED TO, ANY RISK
FACTORS CITED HEREIN, IN DECIDING WHETHER TO VOTE TO ACCEPT OR REJECT THE
PLAN.

      THE CONTENTS OF THIS DISCLOSURE STATEMENT MAY NOT BE DEEMED AS
PROVIDING ANY LEGAL, FINANCIAL, SECURITIES, TAX OR BUSINESS ADVICE. THE DEBTORS

2    As set forth in this Disclosure Statement, and pursuant to the Disclosure Statement Order (as hereinafter defined), only those
     Holders of Claims in Classes 1, 2, 3 (certain holders of such Claims) and 5 who are entitled to vote on the Plan will receive
     this Disclosure Statement. All other holders of Claims and Interests will receive a notice of the Disclosure Statement, which
     will provide details on how to procure copies of this Disclosure Statement.

3    Unless otherwise defined in this Disclosure Statement, all capitalized terms used but not defined in this Disclosure
     Statement shall have the meanings ascribed to them in the Plan.




K&E 11468239.6
URGE EACH HOLDER OF A CLAIM TO CONSULT WITH ITS OWN ADVISORS WITH RESPECT TO
ANY SUCH LEGAL, FINANCIAL, SECURITIES, TAX OR BUSINESS ADVICE IN REVIEWING THIS
DISCLOSURE STATEMENT, THE PLAN AND EACH OF THE PROPOSED TRANSACTIONS
CONTEMPLATED THEREBY. FURTHERMORE, THE BANKRUPTCY COURT’S APPROVAL OF
THE ADEQUACY OF DISCLOSURE CONTAINED IN THIS DISCLOSURE STATEMENT DOES NOT
CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL OF THE MERITS OF THE PLAN.

      MOREOVER, THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE, AND MAY NOT
BE CONSTRUED AS, AN ADMISSION OF FACT, LIABILITY, STIPULATION OR WAIVER. RATHER,
HOLDERS SHOULD CONSTRUE THIS DISCLOSURE STATEMENT AS A STATEMENT MADE IN
SETTLEMENT NEGOTIATIONS RELATED TO CONTESTED MATTERS, ADVERSARY
PROCEEDINGS, AND OTHER PENDING OR THREATENED LITIGATION OR ACTIONS.

      SEE ARTICLE VIII OF THIS DISCLOSURE STATEMENT ENTITLED “CERTAIN RISK
FACTORS AFFECTING THE DEBTORS” FOR A DISCUSSION OF VARIOUS FACTORS TO BE
CONSIDERED IN DECIDING WHETHER TO ACCEPT OR REJECT THE PLAN.

      THE DEBTORS HAVE NOT AUTHORIZED ANY PARTY TO GIVE ANY INFORMATION
ABOUT OR CONCERNING THE PLAN OTHER THAN THAT WHICH IS CONTAINED IN THIS
DISCLOSURE STATEMENT. THE DEBTORS HAVE NOT AUTHORIZED ANY REPRESENTATIONS
CONCERNING THE DEBTORS OR THE VALUE OF THEIR PROPERTY OTHER THAN AS SET
FORTH IN THIS DISCLOSURE STATEMENT. CLAIMS HOLDERS SHOULD NOT RELY UPON ANY
INFORMATION, REPRESENTATIONS OR OTHER INDUCEMENTS MADE TO OBTAIN
ACCEPTANCE OF THE PLAN THAT ARE OTHER THAN, OR INCONSISTENT WITH, THE
INFORMATION CONTAINED HEREIN AND IN THE PLAN.

      THE SECURITIES DESCRIBED HEREIN WILL BE ISSUED WITHOUT REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (COLLECTIVELY, THE
“SECURITIES ACT”), OR ANY SIMILAR FEDERAL, STATE OR LOCAL LAW. THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) HAS NOT APPROVED OR
DISAPPROVED THIS DISCLOSURE STATEMENT, NOR HAS THE SEC PASSED UPON THE
ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN.

      ALTHOUGH THE PLAN INTENDS THAT SECTION 1145 OF THE BANKRUPTCY CODE AND
OTHER APPLICABLE LAW EXEMPT CERTAIN NEW COMMON STOCK FROM REGISTRATION,
THE DEBTORS RECOMMEND THAT POTENTIAL RECIPIENTS OF ANY SECURITIES PURSUANT
TO THE PLAN CONSULT THEIR OWN LEGAL COUNSEL CONCERNING THE SECURITIES LAWS
GOVERNING THE TRANSFERABILITY OF ANY SUCH SECURITIES.

      THE DEBTORS’ MANAGEMENT, IN CONSULTATION WITH THEIR PROFESSIONAL
ADVISORS, PREPARED THE PROJECTIONS PROVIDED IN THIS DISCLOSURE STATEMENT.
WHILE THE DEBTORS HAVE PRESENTED THESE PROJECTIONS WITH NUMERICAL
SPECIFICITY, THEY HAVE NECESSARILY BASED THE PROJECTIONS ON A VARIETY OF
ESTIMATES AND ASSUMPTIONS THAT, ALTHOUGH CONSIDERED REASONABLE BY
MANAGEMENT, MAY NOT BE REALIZED, AND ARE INHERENTLY SUBJECT TO SIGNIFICANT
BUSINESS, ECONOMIC, COMPETITIVE, INDUSTRY, REGULATORY, MARKET AND FINANCIAL
UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH WILL BE BEYOND THE
REORGANIZED DEBTORS’ CONTROL. THE DEBTORS CAUTION THAT THEY CANNOT MAKE
ANY REPRESENTATIONS AS TO THE ACCURACY OF THESE PROJECTIONS OR TO THE
REORGANIZED DEBTORS’ ABILITY TO ACHIEVE THE PROJECTED RESULTS.        SOME
ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE.      FURTHERMORE, EVENTS AND
CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THESE PROJECTIONS
WERE PREPARED MAY DIFFER FROM ANY ASSUMED FACTS AND CIRCUMSTANCES.
ALTERNATIVELY, ANY EVENTS AND CIRCUMSTANCES THAT COME TO PASS MAY WELL
HAVE BEEN UNANTICIPATED, AND THUS MAY AFFECT FINANCIAL RESULTS IN A
MATERIALLY ADVERSE OR MATERIALLY BENEFICIAL MANNER.        THE PROJECTIONS,

                                       2
K&E 11468239.6
THEREFORE, MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANCE OF THE
ACTUAL RESULTS THAT WILL OCCUR.

      THE DEBTORS’ MANAGEMENT HAS REVIEWED THE FINANCIAL INFORMATION
PROVIDED IN THIS DISCLOSURE STATEMENT. ALTHOUGH THE DEBTORS HAVE USED THEIR
BEST EFFORTS TO ENSURE THE ACCURACY OF THIS FINANCIAL INFORMATION, THE
FINANCIAL INFORMATION CONTAINED IN, OR INCORPORATED BY REFERENCE INTO, THIS
DISCLOSURE STATEMENT, OTHER THAN THE FINANCIAL STATEMENTS INCLUDED IN THE
DEBTORS’ ANNUAL REPORT, HAS NOT BEEN AUDITED.

      THIS DISCLOSURE STATEMENT SUMMARIZES CERTAIN PROVISIONS OF THE PLAN,
CERTAIN OTHER DOCUMENTS AND CERTAIN FINANCIAL INFORMATION. THE DEBTORS
BELIEVE THAT THESE SUMMARIES ARE FAIR AND ACCURATE; HOWEVER, YOU SHOULD
READ THE PLAN IN ITS ENTIRETY. IN THE EVENT OF ANY INCONSISTENCY OR DISCREPANCY
BETWEEN A DESCRIPTION CONTAINED IN THIS DISCLOSURE STATEMENT AND THE TERMS
AND PROVISIONS OF THE PLAN OR THE OTHER DOCUMENTS OR FINANCIAL INFORMATION
TO BE INCORPORATED HEREIN BY REFERENCE, THE PLAN SHALL GOVERN FOR ALL
PURPOSES.

      THE DEBTORS ARE PROVIDING THE INFORMATION IN THIS DISCLOSURE STATEMENT
SOLELY FOR PURPOSES OF INFORMING HOLDERS OF CLAIMS ENTITLED TO VOTE TO
ACCEPT OR REJECT THE PLAN OR OBJECTING TO CONFIRMATION. NOTHING IN THIS
DISCLOSURE STATEMENT MAY BE USED BY ANY PERSON FOR ANY OTHER PURPOSE.

     ALL EXHIBITS TO THIS DISCLOSURE STATEMENT ARE INCORPORATED INTO AND
MADE A PART OF THIS DISCLOSURE STATEMENT AS IF SET FORTH IN FULL HEREIN.

A.         OVERVIEW OF CHAPTER 11

         Chapter 11 is the principal business reorganization chapter of the Bankruptcy Code. In addition to
permitting debtor rehabilitation, chapter 11 promotes equality of treatment for similarly situated creditors and
similarly situated Interest holders, subject to the priority of distributions prescribed by the Bankruptcy Code.

          The commencement of a chapter 11 case creates an estate that comprises all of the legal and equitable
interests of the debtor as of the bankruptcy commencement date. The Bankruptcy Code provides that the debtor
may continue to operate its business and remain in possession of its property as a “debtor-in-possession.”

         Consummating a plan of reorganization is the principal objective of a chapter 11 reorganization case. The
bankruptcy court’s confirmation of a plan of reorganization binds the debtor, any issuer of securities under the plan
of reorganization, any person acquiring property under the plan of reorganization, any creditor or Interest holder of a
debtor, and any other person or entity as may be ordered by the bankruptcy court in accordance with the applicable
provisions of the Bankruptcy Code. Subject to certain limited exceptions, the order issued by the bankruptcy court
confirming a plan of reorganization discharges a debtor from any debt that arose prior to the confirmation of the plan
of reorganization and provides for the treatment of such debt in accordance with the terms of the confirmed plan of
reorganization.

         Prior to soliciting acceptances of a proposed plan of reorganization, section 1125 of the Bankruptcy Code
requires a debtor to prepare a disclosure statement containing information of a kind, and in sufficient detail, to
enable a hypothetical reasonable investor to make an informed judgment regarding acceptance of the plan of
reorganization. This Disclosure Statement is being submitted in accordance with the requirements of section 1125
of the Bankruptcy Code.




                                                          3
K&E 11468239.6
B.         SUMMARY OF CLASSIFICATION AND TREATMENT OF ALLOWED CLAIMS AND
           INTERESTS UNDER THE PLAN - APPLICABLE TO ALL THE DEBTORS

         The following is a brief summary of the Plan, which is qualified in its entirety by reference to the
Plan, attached as Exhibit A to this Disclosure Statement.

         The Plan provides for distributions to certain creditors of the 14 companies that are debtors in
possession in these Chapter 11 Cases. Under the Plan, Administrative Expense Claims, Priority Tax Claims
and Claims under the DIP Facility and the Junior DIP Facility are unclassified, while First Lien Claims,
Second Lien Claims, Other Secured Claims, Priority Claims, General Unsecured Claims, Subordinated
General Unsecured Claims and Old Common Stock are each placed in their own classes. The Plan provides
for payment in full of Administrative Expense Claims, Priority Tax Claims, Claims under the DIP Facility,
Claims under the Junior DIP Facility (at the option of Yucaipa), First Lien Claims, certain Other Secured
Claims and Priority Claims and leaves such Claims unimpaired. The remaining Second Lien Claims, Other
Secured Claims, General Unsecured Claims, Subordinated General Unsecured Claims and Old Common
Stock are all impaired.

        The following treatment of creditors under the Plan applies to each Debtor as if restated separately
for each such Debtor:

                 Administrative Expense Claims, Claims under the DIP Facility, Claims under the Junior
                 DIP Facility (at the option of Yucaipa), certain Other Secured Claims and Priority Claims if
                 allowed will be paid in full in cash.

                 The holders of First Lien Claims believe they are Impaired by the Plan, and therefore,
                 entitled to vote to accept or reject the Plan. The Plan Proponents believe that the holders of
                 First Lien Claims are Unimpaired by the Plan, and therefore, not entitled to vote to accept
                 or reject the Plan. For the purposes of the Plan, the holders of Class 1 Claims shall receive a
                 Ballot and the Court shall determine at the Confirmation Hearing to the extent necessary
                 whether Class 1 Claims are Impaired, and therefore, entitled to vote on the Plan. In full
                 satisfaction of such Claims, on the Effective Date, the Reorganized Debtors or a Disbursing
                 Agent chosen by the Reorganized Debtors shall pay in full in Cash all of the First Lien
                 Claims to the First Lien Agent on behalf of such holders.

                 Priority Tax Claims, if allowed, will be paid in full in cash or paid in full in cash over time in
                 equal cash installment payments on a semiannual basis with interest during a period not to
                 exceed five years after the Petition Date (January 25, 2006).

                 Second Lien Claims, if allowed, will receive a Pro Rata Share of the New PLG Common
                 Stock. Yucaipa also retains the option to convert the Junior DIP Facility into New PLG
                 Common Stock.

                 Other Secured Claims if allowed, and that the Debtors and Yucaipa determine (in their
                 discretion) not to (a) pay in full in cash or (b) Reinstate such Claim, will receive (at the
                 discretion of the Debtors and Yucaipa) (i) deferred Cash payments totaling at least the
                 Allowed amount of such Allowed Class 3 Claim, of a value, as of the Effective Date, of at
                 least the value of such holder’s interest in the Debtors’ property securing the Allowed Class
                 3 Claim; (ii) the property of the Debtors securing such holder’s Allowed Class 3 Claim;
                 (iii) payments or Liens amounting to the indubitable equivalent of the value of such holder’s
                 interest in the Debtors’ property securing the Allowed Class 3 Claim; or (vi) such other
                 treatment as the Debtor and such holder shall have agreed upon in writing.

                 General Unsecured Claims, if allowed, will receive on a Pro Rata basis, the General
                 Unsecured Claim Distribution. In such a circumstance, the Plan Proponents can provide no
                 assurance that holders of General Unsecured Claims will receive any distribution on behalf

                                                        4
K&E 11468239.6
                  of their Claims. The Official Committee, however, believes that in this circumstance holders
                  of General Unsecured Claims will not receive a distribution on behalf of such Claims.

                  Subordinated General Unsecured Claims and Old Common Stock will receive nothing, and
                  the Old Common Stock will be cancelled.

     (for more detail see “THE PLAN — UNCLASSIFIED CLAIMS; CLASSIFICATION AND
TREATMENT OF CLAIMS AND INTERESTS AGAINST THE DEBTORS”)

C.         PARTIES ENTITLED TO VOTE ON THE PLAN

           1.     ELIGIBILITY TO VOTE

        The Plan divides Claims against and Interests in the Debtors into various Classes and provides separate
treatment for each Class.

         As provided in section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims, Priority Tax
Claims, Claims under the DIP Facility and Claims under the Junior DIP Facility will not be classified for the
purposes of voting or receiving distributions under the Plan. Rather, all such Claims will be treated separately as
unclassified Claims and will be paid in full. Certain Other Secured Claims (at the Debtors’ and Yucaipa’s
discretion) (Class 3) and Priority Claims (Class 4) will also be paid in full. Creditors in these Classes are
unimpaired, conclusively presumed to have accepted the Plan and are not entitled to vote on the Plan.

          All other Classes of Claims and Interests under the Plan are impaired: Class 1 Claims (First Lien Claims)
Class 2 (Second Lien Claims), Class 3 (certain Other Secured Claims), Class 5 (General Unsecured Claims), Class 6
(Subordinated General Unsecured Claims) and Class 7 (Old Common Stock). Holders of Claims in Classes 2, 3 and
5 are entitled to vote to accept or reject the Plan. Holders of Claims and Interests in Classes 6 and 7 are conclusively
presumed to have rejected the Plan and are not entitled to vote to accept or reject the Plan.

         The record date for determining any Creditor’s eligibility to vote on the Plan is November 21, 2006. Only
those Creditors entitled to vote on the Plan will receive a ballot with this Disclosure Statement.

      CREDITORS WHOSE CLAIMS ARE BEING OBJECTED TO ARE NOT ELIGIBLE TO VOTE
UNLESS SUCH OBJECTIONS ARE RESOLVED IN THEIR FAVOR OR, AFTER NOTICE AND A
HEARING PURSUANT TO BANKRUPTCY RULE 3018(a), THE BANKRUPTCY COURT ALLOWS THE
CLAIM TEMPORARILY FOR THE PURPOSE OF VOTING TO ACCEPT OR REJECT THE PLAN.
ANY CREDITOR THAT WANTS ITS CLAIM TO BE ALLOWED TEMPORARILY FOR THE PURPOSE
OF VOTING MUST TAKE THE STEPS NECESSARY TO ARRANGE AN APPROPRIATE HEARING
WITH THE BANKRUPTCY COURT UNDER BANKRUPTCY RULE 3018(a).

           2.     BALLOTS

         In voting for or against the Plan, please use only the ballot or ballots sent to you with this Disclosure
Statement. Votes cast to accept or reject the Plan will be counted by Class. Please read the voting instructions on
the reverse side of the ballot for a thorough explanation of voting procedures.

      IF YOU BELIEVE THAT YOU ARE A MEMBER OF A VOTING CLASS FOR WHICH YOU DID
NOT RECEIVE A BALLOT, IF YOUR BALLOT IS DAMAGED OR LOST, OR IF YOU HAVE
QUESTIONS CONCERNING VOTING PROCEDURES, CONTACT LEASEWAY MOTORCAR
TRANSPORT COMPANY, C/O BMC GROUP, INC., TELEPHONE (888) 909-0100. BMC GROUP, INC.
CANNOT PROVIDE YOU WITH LEGAL ADVICE.

           3.     VOTING PROCEDURE




                                                           5
K&E 11468239.6
         Unless otherwise directed in your solicitation package, mail your completed ballots to: Leaseway Motorcar
Transport Company, c/o BMC Group, Inc., P.O. Box 1023, El Segundo, CA 90245-1023. If by overnight mail or
hand delivery, please mail to Leaseway Motorcar Transport Company, c/o BMC Group, Inc., 1330 E. Franklin
Avenue, El Segundo, CA 90245. DO NOT RETURN BALLOTS TO THE BANKRUPTCY COURT. Unless
the Bankruptcy Court permits you to do so after notice and a hearing to determine whether sufficient cause exists to
permit the change, you may not change your vote after it is cast.

           4.     DEADLINE FOR VOTING

     IN ORDER TO BE COUNTED, BALLOTS MUST BE RECEIVED BY 4:00 P.M., EASTERN
STANDARD TIME ON DECEMBER 18, 2006.

           5.     IMPORTANCE OF YOUR VOTE

         Your vote is important. The Bankruptcy Code defines acceptance by a class of Claims as acceptance by
holders of at least two-thirds in amount and a majority in number of Allowed Claims in that class that vote. ONLY
THOSE CREDITORS WHO ACTUALLY VOTE ARE COUNTED FOR PURPOSES OF DETERMINING
WHETHER A CLASS HAS VOTED TO ACCEPT THE PLAN. YOUR FAILURE TO VOTE WILL
LEAVE TO OTHERS THE DECISION TO ACCEPT OR REJECT THE PLAN.

        ANY BALLOT THAT IS PROPERLY EXECUTED BY THE HOLDER OF A CLAIM BUT THAT
(I) DOES NOT CLEARLY INDICATE AN ACCEPTANCE OR REJECTION OF THE PLAN OR
(II) THAT INDICATES BOTH AN ACCEPTANCE AND A REJECTION OF THE PLAN, SHALL NOT BE
COUNTED.

         EACH HOLDER OF A CLAIM MAY CAST ONLY ONE BALLOT FOR EACH CLAIM HELD.
BY SIGNING AND RETURNING A BALLOT, EACH HOLDER OF A CLAIM IN CLASSES 1, 2, 3
(certain Claims) OR 5 WILL CERTIFY TO THE BANKRUPTCY COURT AND THE DEBTORS THAT
NO OTHER BALLOTS WITH RESPECT TO SUCH CLAIM HAVE BEEN CAST OR, IF ANY OTHER
BALLOTS HAVE BEEN CAST WITH RESPECT TO SUCH CLASS OF CLAIMS, SUCH EARLIER
BALLOTS ARE THEREBY SUPERSEDED AND REVOKED.

     ALL BALLOTS ARE ACCOMPANIED BY RETURN ENVELOPES. IT IS IMPORTANT TO
FOLLOW THE SPECIFIC INSTRUCTIONS PROVIDED ON EACH BALLOT.

D.         THE CONFIRMATION HEARING

        Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court, after notice, to hold a hearing on
confirmation of the Plan. Section 1128(b) of the Bankruptcy Code provides that any party-in-interest may object to
confirmation of the Plan.

         The Bankruptcy Court has scheduled the Confirmation Hearing for December 21, 2006, to take place at
3:00 p.m. E.T. (the “Confirmation Hearing Date”) before the Honorable Michael J. Kaplan, United States
Bankruptcy Judge, in the United States Bankruptcy Court for the Western District of New York, located at Part I,
Third Floor, 300 Pearl Street, Buffalo, New York 14202. The Confirmation Hearing may be adjourned from time to
time without further notice except for an announcement of the adjourned date made at the Confirmation Hearing or
any adjournment thereof.

         Objections to confirmation of the Plan must be filed and served on the Debtors, and certain other parties, by
no later than December 15, 2006, at 4:00 p.m. E.T. (the “Plan Objection Deadline”) in accordance with the
Disclosure Statement Order that accompanies this Disclosure Statement. UNLESS OBJECTIONS TO
CONFIRMATION OF THE PLAN ARE TIMELY SERVED AND FILED IN COMPLIANCE WITH ANY
ORDER APPROVING THIS DISCLOSURE STATEMENT (THE “DISCLOSURE STATEMENT
ORDER”), THEY MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT.



                                                          6
K&E 11468239.6
         The Debtors will publish the Confirmation Hearing Notice, which will contain, among other things, the
Plan Objection Deadline, the Voting Deadline, and Confirmation Hearing Date, in the following publications in
order to provide notification to those persons who may not receive notice by mail; Detroit News & Free Press,
Automotive News and Transport Topics.




                                                      7
K&E 11468239.6
                                                            II.

                                                   BACKGROUND

A.         OVERVIEW OF PERFORMANCE TRANSPORTATION SERVICE’S BUSINESSES

         The Debtors provide vehicle-hauling and related services. The Company’s primary business is providing
delivery services for new vehicles. As a complement to its primary business, the Company has established a short-
haul vehicle receiving service. Furthermore, the Company has also developed software and support services to
conduct its hauling services more efficiently and has created derivative applications of such software to assist other
businesses in tracking its inventory.

Hauling Services

         The Company is the second largest transporter of new automobiles, sport-utility vehicles and light trucks in
North America. Using its fleet of approximately 1,450 highly specialized vehicle transport carriers, the Company
delivers approximately 3.1 million new cars and light trucks annually. The Debtors provide services to all of the
major domestic original equipment manufacturers (“OEMs”) and to certain foreign OEMs.

         All of the Debtors’ hauling services are conducted under contracts with OEMs to provide hauling services
in certain geographic regions for certain vehicle models. Each shipment of new vehicles arrives at a distribution
point. Upon arrival at a distribution point, the vehicles are (a) loaded onto a tractor-trailer unit (each tractor-trailer
unit, a “Rig”) and then transported to certain designated vehicle dealerships or (b) transferred to, and then loaded
onto the Rigs at, one of the Company’s 32 vehicle distribution terminals, each of which is located within a few miles
of a certain distribution point. Regardless of whether the Rigs are loaded at a distribution point or a terminal, the
Company is ultimately responsible for transporting the recently arrived new vehicles to a vehicle dealership.

Short-Haul Vehicle Receiving Services

          Pursuant to long-standing arrangements with certain OEMs, shipments of new vehicles are not loaded onto
the Rigs at a few heavily trafficked distribution points and must be transferred to a terminal before being transported
to a vehicle dealership. As a complement to its hauling services, the Company transports vehicles from certain
distribution points relatively near to three receiving terminals located in Lorain, Ohio, Canton, Michigan and
Dearborn, Michigan, so that they can be loaded onto the Rigs for transport. At certain distribution points, the
Company’s employees are responsible for transferring a certain number of vehicles from these distribution points to
the receiving terminals. Since each receiving terminal is located near a distribution point, the newly arrived vehicles
are only transported over distances averaging a few miles.

Software Services

        The Company has developed a software program that identifies the availability of Rigs, determines the
placement of vehicles in the Rigs, and tracks the movement of the Rigs. This load builder software is valuable to the
Company as it permits the Company to more efficiently conduct its hauling services.

         Furthermore, the Company has found that the load builder software can be amended so that it becomes a
valuable program through which to track the movement of various types of inventory. Though the Company does
not directly sell the load builder software, the Company has created derivative applications of the load builder
software which allows third parties to more effectively track the movement of their inventory.

B.         THE DEBTORS’ CORPORATE AND CAPITAL STRUCTURE

         The Debtors’ main operating company, Performance Transportation Services, Inc. (“PTS”) was formed in
1999 by an investor group led by affiliates of Onex Corporation, Hidden Creek Industries, and certain members of
management of Hadley Auto Transport and has grown through additional acquisitions. By May 2000, PTS had
acquired the operations and leasing companies of both E. and L. Transport LLC and Hadley Auto Transport, thereby


                                                            8
K&E 11468239.6
increasing its operational scale. In March 2004, PTS completed the acquisition of Leaseway Motorcar Transport
Company and its affiliates, the third largest carrier of new automobiles in North America. The Leaseway acquisition
significantly diversified the Company’s customer base and has reduced the Company’s prior dependence on any one
major customer.

         Additionally, the Leaseway acquisition expanded the Company’s geographic reach. Prior to the Leaseway
acquisition, PTS had a significant presence in the western, southwestern and midwestern regions of the United
States. The acquisition of Leaseway added several terminals and routes in the eastern and midwestern regions of the
United States. Furthermore, in the Leaseway acquisition, the Company acquired Leaseway Motorcar Transport
Canada, Ltd. and Leaseway Motorcar Transport of Puerto Rico, Inc., thereby providing the Company with an
increased presence in Canada and Puerto Rico.

           The current corporate organization structure of the Debtors is set forth on Exhibit C hereto.

           1.       Summary of Prepetition Indebtedness and Other Financings as of the Petition Date

         The Company’s expansion of operations since 1999 required significant capital. The principal outside
sources of capital and liquidity were borrowings under the Company’s First Lien Credit Agreement (as defined
herein) and the Debtors’ Second Lien Credit Agreement (as defined herein, and together with the First Lien Credit
Agreement, the “Credit Agreements”).

                    (a)      First Lien Credit Agreement

          On January 31, 2005, the Company entered into a first lien senior secured credit agreement with the lenders
named therein (collectively, the “First Lien Lenders”) and with Credit Suisse, Cayman Islands Branch as sole
administrative and collateral agent (the “First Lien Credit Agreement”). The First Lien Credit Agreement provides
for aggregate borrowings by the Company of up to $135.0 million, consisting of (a) a seven-year term loan of $70.0
million, (b) a five-year revolving credit facility of up to $20.0 million and (c) a five-year letter of credit facility of up
to $45.0 million. As of the Petition Date, the outstanding principal amount under the term loan was approximately
$64.5 million, the outstanding principal amount under the revolving credit facility was approximately $14.0 million,
and the outstanding principal amount under the letter of credit facility was approximately $43.1 million.

         The term loan under the First Lien Credit Agreement has a stated maturity date of January 31, 2012. The
revolving credit and letter of credit facilities each mature on January 31, 2010. The obligations of PTS as borrower
under the First Lien Credit Agreement are guaranteed by all of PTS’ direct and indirect existing and future domestic
subsidiaries. The Company’s obligations under the First Lien Credit Agreement are secured by a first priority lien
and security interest in (a) the capital stock of the Company, (b) the present and future property and assets, real and
personal, tangible and intangible (subject to customary exceptions), of the Company and (c) the proceeds and
products of such property and assets.

       Furthermore, as of the Petition Date, five letters of credit have been issued in the aggregate outstanding
amount of approximately $43.1 million pursuant to the letter of credit facility established under the First Credit
Agreement. The largest letter of credit has been established for the benefit of United States Fidelity & Guaranty in
the amount of approximately $41.4 million and secures the Company’s obligations with respect to its workers’
compensation benefits.

                    (b)      Second Lien Credit Agreement

         Concurrently with the closing of the First Lien Credit Agreement, on January 31, 2005, the Company
entered into a second lien senior secured credit agreement with the lenders named therein (collectively, the “Second
Lien Lenders,” and together with the First Lien Lenders, the “Prepetition Secured Lenders”) and with Credit Suisse,
Cayman Islands Branch as sole administrative and collateral agent (the “Second Lien Credit Agreement”). The
Second Lien Credit Agreement provides for aggregate borrowings of up to $35.0 million, consisting of a seven and a
half year term loan. As of the Petition Date, the outstanding principal amount under the term loan was
approximately $35.0 million. Furthermore, in December 2005, Credit Suisse, Cayman Islands Branch was


                                                             9
K&E 11468239.6
succeeded as sole administrative and collateral agent under the Second Lien Agreement by Wells Fargo Bank,
National Association.

         The term loan under the Second Lien Credit Agreement has a stated maturity date of July 31, 2012. The
obligations of PTS as borrower under the Second Lien Credit Agreement are guaranteed by all of PTS’ direct and
indirect existing and future domestic subsidiaries. PTS’ obligation under the Second Lien Credit Agreement are
secured by a second priority lien and security interest in (a) the capital stock of the Company, (b) the present and
future property and assets, real and personal, tangible and intangible (subject to customary exceptions), of the
Company and (c) the proceeds and products of such property and assets.

                 (c)      Uses of Proceeds from the Credit Agreements

         The Company used certain of the proceeds from the Credit Agreements to: (a) repay its obligations under a
pre-existing credit facility, (b) pay its obligations under a certain equipment promissory note, (c) buy-out certain
equipment leases and (d) repay certain stockholder promissory notes (as described in more detail below). The
remaining proceeds have been used to support obligations incurred in the ordinary course of business and other
general corporate purposes.

         Prior to entering into the Credit Agreements, the Company maintained a pre-existing credit facility with
Bank of America, N.A. (“Bank of America”) in the amount of approximately $37.8 million. Upon entering into the
Credit Agreements, the Company repaid to Bank of America the entire $37.8 million that had been outstanding
under the pre-existing credit facility.

        Additionally, the Company had provided a promissory note to Cottrell, Inc. (“Cottrell”) in connection with
a purchase of certain vehicle transport equipment from Cottrell. After entering into the Credit Agreements, the
Company paid Cottrell approximately $1.5 million, which fulfilled the Debtors’ obligations under the Cottrell
promissory note.

         Furthermore, the Company received funds from certain of the Company’s stockholders, specifically Penske
Truck Leasing, LP (“Penske”), Onex American Holdings, LLC (“Onex”) and Norwest Equity Partners VII, LP
(“Norwest”). On or about March 26, 2004, the Company issued secured promissory notes to such stockholders in
connection with the sale of Leaseway by Penske to the Debtors. The note issued to Penske was in partial
consideration of the purchase price for Leaseway and the notes issued to Onex and Norwest were in consideration of
an additional investment made by Onex and Norwest in connection with the Leaseway acquisition. Pursuant to the
terms of each of the stockholder promissory notes, the Company was required to fully pay its obligations under the
promissory notes to each stockholder upon the receipt of any proceeds in connection with a recapitalization.
Therefore, after receiving the proceeds of the Credit Agreements, a portion of the proceeds was used to repay in full
each of the stockholder promissory notes on January 31, 2005.

         Finally, prior to the closing of the Credit Agreements, the Company had entered into leases to procure
certain equipment vital to the operation of its business from, among others, General Electric Capital Corporation and
Chase Equipment Leasing. Upon receiving the proceeds of the Credit Agreements, the Company paid
approximately $19.0 million to buy-out certain of these equipment leases.

           2.    The Debtors’ Current Status

          Effective January 25, 2006, the Debtors are operating pursuant to Chapter 11 under the Bankruptcy Code
and continuation of the Company as a going concern is contingent upon, among other things, the Debtors’ ability to:
(i) obtain confirmation of a plan of reorganization under the Bankruptcy Code; (ii) undertake certain restructuring
actions relative to the Company’s operations in North America; (iii) reduce unsustainable debt and other liabilities
and simplify the Company’s complex and restrictive capital structure through the bankruptcy process; (iv) return to
profitability; (v) generate sufficient cash flow from operations; and, (vi) obtain financing sources to meet the
Company’s future obligations.




                                                         10
K&E 11468239.6
        In February 2006, the Bankruptcy Court approved a Debtor-In-Possession Credit Facility (the
“DIP Facility”), as amended, between PTS as borrower, all the other Debtors as subsidiary guarantors, Credit Suisse,
Cayman Islands Branch, as the agent for the lenders, and each of the individual lenders.

         The DIP Facility provides for a $60 million commitment of debtor-in-possession financing comprised of a
term loan, revolving credit facility and letter of credit facility. The proceeds of the debtor-in-possession financing
have been used to refinance the Debtors’ prepetition obligation amounting to $50 million under the First Lien
Credit Agreement existing at the time of the bankruptcy filing. The remaining $10 million of proceeds of the
debtor-in-possession financing has been used to fund the ongoing cash requirements of the Debtors during the
Chapter 11 Cases.

        The DIP Facility matures on January 27, 2007; however, the Debtors are obligated to repay all borrowings
made pursuant to the DIP Facility upon substantial consummation of a plan of reorganization of the Debtors that is
confirmed pursuant to an order of the Bankruptcy Court.

           3.     The Debtors’ Management and PLG Board of Directors

         The Debtors’ senior executives include: (a) Jeffrey Cornish, Chief Executive Officer; (b) Jack Stalker,
Chief Financial Officer; (c) John Richter, Chief Operating Officer; (d) Ron O’Reilly, Vice President Logistics &
Analysis; (e) Shirley Sanislow, Vice President Safety & Human Resources; (f) Brian Hick, Vice President Quality
Assurances and (g) Tom Ryan, Vice President Industrial Relations. The senior executives are responsible for,
among other things, the operations and profitability of the Debtors’ field operations, all aspects of the Debtors’
financing and identifying strategic options to strengthen the Debtors’ businesses. Additionally, the Debtors employ
eleven vice presidents, sixteen directors and twenty-five terminal managers. Such employees, among other things,
manage the Debtors’ operations at each of the Debtors’ vehicle distribution terminals, coordinate delivery of the
vehicles the Debtors transport and determine the utilization capacity of and maintain each of the Debtors’ Rigs.
Since the filing of the Chapter 11 Cases, (a) Edward McDowell, Vice President Operations, (b) Jeffrey Gillissee,
Vice President Finance and (c) Leonard Kleiman, Vice President Finance left the Debtors’ employ to accept
positions at other companies.

         The board of the directors of PLG, the ultimate corporate parent company for all of the Debtors, is selected
by the Debtors’ largest shareholders. Penske has the right to designate three directors to the board of directors for
PLG. Onex has the right to designate two directors and Norwest has the right to designate one director to the PLG
board of directors. Additionally, though Penske and Onex have the right to mutually designate one director to the
PLG board of directors, they have not exercised such right. Moreover, in November 2005, the director designated
by Norwest resigned and has not been replaced. Therefore, currently, there are only five directors on the board of
directors of PLG.

C.         YUCAIPA

         Yucaipa is a premier private equity investment firm that has established a record of fostering economic
value through the growth and responsible development of companies. As an investor, Yucaipa works with
management to strategically reposition businesses and implement operational improvements, resulting in value
creation for shareholders, customers and employees. Since its founding in 1986, the firm has completed mergers
and acquisitions valued at more than $30 billion. Among other investments, Yucaipa holds approximately $100
million of senior unsecured claims against Allied Holdings, Inc., which is a debtor and debtor-in-possession in the
chapter 11 cases pending in the Northern District of Georgia, In re Allied Holdings, Inc. et al. (collectively,
“Allied”), Case Nos. 05-12515 through 05-12526 and 05-12528 through 05-12537. Allied is also in the car and
truck hauling business.

         Nothing in the Plan is dependent or conditioned upon any particular result, outcome or other action
occurring or not occurring in Allied’s chapter 11 cases. Additionally, the Debtors note that as of the date hereof,
Alllied has not filed any plan of reorganization in its chapter 11 cases.




                                                         11
K&E 11468239.6
                                                         III.

                                           THE CHAPTER 11 CASES

A.         OVERVIEW — EVENTS LEADING TO THE CHAPTER 11 CASES

          In recent years, the Company has encountered significant operational and financial difficulties. A series of
developments resulted in a reduction of the Company’s liquidity position, thereby jeopardizing near-term payment
obligations and threatening the Company’s ability to continue to pursue necessary growth and development
initiatives.

         Given the nature of the Company’s businesses, its revenues are heavily dependent on the number of new
vehicles produced for sale in the United States each year. Since 2002, production of new vehicles has steadily
declined in the United States. In 2002, the OEMs produced 12.3 million new vehicles for sale in the United States.
In 2003, the number of new vehicles produced fell to 12.1 million. In 2004, only 11.9 million new vehicles were
produced for sale in the United States.

         The Company’s revenues also decreased as a consequence of excess capacity in the vehicle hauling market.
In the past few years there has been a material increase in competition for vehicle hauling services from railroads
and independent owner-operators. Many of the new entrants into the vehicle hauling business face lower labor costs
allowing them to charge lower prices. The resulting lower prices for hauling services coupled with the reduction in
production of new vehicles for sale in the United States caused a substantial decrease in the Company’s revenues.

         The Company was unable to offset its declining revenues with a decrease in expenses. Instead, the
Company’s expenses over the past few years increased significantly. This increase in expenses was driven by
higher fuel, labor, debt-service and capital expenditure costs along with an increase in workers’ compensation
claims.

         In particular, the price of diesel fuel increased by over 100% during the four years prior to the
Petition Date. Since the purchase of diesel fuel is a major expense for the Company, such a significant increase in
fuel price had an adverse effect on the Debtors’ financial performance, even though some of the costs were
recovered through the implementation of fuel surcharge programs with most of the Debtors’ customers. The
Company’s expenses also increased as a result of an escalating cost structure under the Master Agreement with the
International Brotherhood of Teamsters. Under the Master Agreement, the wages of the Company’s employees and
the annual health, welfare and pension contributions the Company make on behalf of its union employees have
increased over time.

         Additionally, the Company’s annual capital expenditures and debt-service costs required an increasing
portion of the Company’s revenues. The Company’s interest expenses increased from approximately $3.8 million in
2003 to approximately $8.4 million in 2005. Moreover, many of the Rigs the Company owns and leases fully
depreciated and had to be replaced or repaired. The replacement and repair of the Rigs increased the Debtors’
capital expenditures from $1.7 million in 2002 to $6.2 million in 2005.

        Over the past few years, the Company’s obligation to pay workers’ compensation claims has increased
considerably. Given that the Company maintains certain self-insured programs for payment of its employees’
workers’ compensation benefits, the Company has been required to fund much of the increase in its employees’
workers’ compensation benefits.

B.         INITIAL RESTRUCTURING EFFORTS

         From 2003 to 2005, the Company was able to reduce certain of its expenses. During this period, the
Company decreased its total payroll costs for its salaried employees by approximately 9.0%. Additionally, in 2005,
as a result of not paying any annual bonuses to its salaried employees, the Company obtained a cost-savings of
approximately $560,000. The Company instituted co-pay premium programs on all of the health insurance
programs available to the Company’s salaried employees and eliminated certain other benefits that had been


                                                         12
K&E 11468239.6
provided to its salaried employees. Such actions resulted in annual savings of approximately $187,000. In total,
from 2003 to 2005, the Company reduced corporate overhead expenses by approximately $1.3 million.

         Additionally, in 2005, the Company shut down three of its vehicle-distribution terminals. Closing these
terminals resulted in cost-savings of approximately $950,000. The Company also outsourced its information
technology and communications help-desk to a low-cost service provider. Such action reduced the Company’s
annual information technology expenses by approximately $202,000.

         In an effort to reduce its workers’ compensation claims, the Company’s management enhanced the driver
safety program maintained at each of the Company’s vehicle-distribution terminals. The Company hired directors to
manage safety and damage prevention at each of the Company’s terminals. The Company believes that these efforts
have reduced workers’ compensation claims.

C.         FORBEARANCE AGREEMENTS AND OPERATING IN THE ORDINARY COURSE OF
           BUSINESS

         Despite the Company’s restructuring efforts, the combination of decreasing revenues and simultaneously
increasing expenses resulted in the Company defaulting under the Credit Agreements due to the Company’s failure
to comply with certain required financial covenants. In particular, the Company’s reduced earnings failed to satisfy
covenants requiring a particular ratio of earnings to debt.

         In connection with such defaults, on November 8, 2005, the Company entered into a forbearance agreement
with the First Lien Lenders pursuant to which the First Lien Lenders agreed to forbear from the exercise of their
remedies with respect to certain defaults under the First Lien Credit Agreement until November 30, 2005. On
December 2, 2005, the First Lien Lenders agreed to extend this forbearance period until December 21, 2005. On
November 9, 2005, the Company also entered into a forbearance agreement with the Second Lien Lenders pursuant
to which the Second Lien Lenders agreed to forbear from the exercise of their remedies with respect to certain
defaults under the Second Lien Credit Agreement until November 30, 2005.

         The Company was unable to completely alleviate its financial and operational problems. As a result, on
January 25, 2006, the Debtors each filed a voluntary petition for relief under the Bankruptcy Code in the United
States Bankruptcy Court for the Western District of New York. Neither Leaseway Motorcar Transport Canada Ltd.
nor Leaseway Motorcar Transport of Puerto Rico, Inc., the non-domestic entities affiliated with the Debtors, filed a
voluntary petition seeking bankruptcy relief. Though the Debtors filed voluntary petitions for relief under chapter
11 of the Bankruptcy Code, the Debtors are continuing to operate their businesses and manage their assets as
debtors-in-possession pursuant to sections 1107 (a) and 1108 of the Bankruptcy Code. The Debtors sought chapter
11 protection as they restructure their operations and their balance sheet in an effort to return to profitability.

D.         ADMINISTRATION OF THE CHAPTER 11 CASES

         As in many large chapter 11 cases, the Debtors filed a variety of customary motions designed to facilitate
their smooth transition into bankruptcy.

Major Motions and Orders in These Chapter 11 Cases

           1.    Administrative and Case Management

                          Order Directing Joint Administration of the Debtors’ Chapter 11 Cases (the “Joint
                          Administration Order”);

        On January 27, 2006, the Bankruptcy Court entered a final order allowing the joint administration of the
Chapter 11 Cases.




                                                        13
K&E 11468239.6
                          Order Authorizing the Debtors to (A) Continue Use of Existing Cash Management System
                          and Bank Accounts, (B) Continue Intercompany Transactions Provide Administrative
                          Priority Status to Postpetition Intercompany Claims and (C) Continue to Use Existing
                          Business Forms (the “Cash Management Order”);

         On January 26, 2006, the Court entered an order authorizing the Debtors to continue using their established
cash management system, bank accounts, intercompany transactions and business forms in the ordinary course of
business, in lieu of closing existing accounts and establishing an entirely new postpetition cash management system,
to avoid disruption of ordinary business activities.

                          Order Approving Procedures for Settling Non-Tax Claims, Tax Claims and Maintaining
                          the Claims Register (the “De Minimis Claims Settlement Order”);

         On July 25, 2006, the Bankruptcy Court entered an order authorizing the Debtors to utilize omnibus
procedures for settling certain claims and causes of action. This allowed the Debtors to settle (i) non-tax claims
below $15,000 without giving notice or seeking further court approval, and (ii) non-tax claims from $15,000 to
$50,000 with notice to interested parties, but without further court approval. Additionally, under this order the
Debtors were permitted to settle tax claims below $125,000 without giving notice or seeking further court approval.
By obtaining the relief granted in the order, the Debtors were able to reduce expenses and maximize value for the
estate by avoiding the cost of having counsel draft and file numerous motions for routine settlements.

           2.    Payment of Certain Critical Prepetition Claims

                          Order (A) Authorizing the Debtors to Pay Prepetition (I) Use, Highway Use, Fuel and
                          Franchise Taxes and (II) Tolls, Fees, Licenses and Other Similar Charges and
                          Assessments and (B) Authorizing Applicable Banks and Other Financial Institutions to
                          Receive, Process, Honor, and Pay Checks Issued and Electronic Payment Requests Made
                          Relating to the Foregoing (the “Prepetition Tax Order”);

          On January 27, 2006, the Bankruptcy Court entered an order authorizing the Debtors to remit and pay
certain taxes and government charges.

                          Order Authorizing the Debtors to Honor Certain Prepetition Obligations to Customers
                          and to Otherwise Continue in the Ordinary Course of Business their Customer Programs
                          and Practices (the “Customer Programs Order”);

         On January 26, 2006, the Bankruptcy Court entered an interim order authorizing the Debtors to continue to
perform their obligations under certain customer programs related to vehicle cargo damage claims and customer
rebate programs in an aggregate amount not to exceed $500,000. On February 15, 2006, the Bankruptcy Court
entered a final order allowing the Debtors to honor their obligations under such customer programs with an
aggregate “cap” of $1,000,000.

                          Order (I) Authorizing, But Not Directing, the Debtors to Pay Certain Prepetition
                          (A) Wages, Salaries, and Other Compensation, (B) Employee Medical and Similar
                          Benefits and (C) Reimbursable Employee Expenses; (II) Authorizing the Debtors to Make
                          Deductions from Employees’ Paychecks; and (III) Authorizing Banks and Financial
                          Institutions to Pay All Checks and Electronic Payment Requests Made by the Debtors
                          Relating to the Foregoing (the “Wages Order”);

          On January 26, 2006, the Bankruptcy Court entered an order granting the Debtors authority to pay
prepetition compensation and benefits owed to the Debtors’ employees. This order minimized the personal hardship
that the Debtors’ employees would suffer if prepetition obligations were not honored. The order was also crucial to
maintain morale and an essential workforce during the Chapter 11 Cases so as to allow the Debtors’ to successfully
reorganize.



                                                        14
K&E 11468239.6
                           Final Order (A) Authorizing Payment of Prepetition Claims of Critical Vendors and
                           Services Providers and (B) Authorizing and Directing Financial Institutions to Honor an
                           Process Checks and Transfers Related to Such Claims (the “Critical Trade Order”);

          On January 26, 2006, the Bankruptcy Court entered an interim order temporarily authorizing the Debtors to
pay, in an aggregate amount not to exceed $500,000, prepetition claims of certain critical vendors and service
providers whose products or services, in the Debtors business judgment, were essential to preserve the best interests
of the estate.

          On February 15, 2006 the Bankruptcy Court entered a final order authorizing the Debtors to pay the
prepetition claims of critical vendors who are essential to the uninterrupted functioning of the Debtors’ business
operations up to an aggregate amount of $1,000,000. This order was essential for the Debtors because the goods and
services provided by the critical vendors are often the only source from which the Debtors can procure those
services. Additionally, the failure to pay the critical vendors would result in the critical vendors refusal to provide
vital goods and/or services to the Debtors. Finally, the failure to pay prepetition claims to critical vendors would
irreparably damage certain critical vendors so that the Debtors would be forced to find those goods or services
elsewhere at a higher price, and/or at a quantity less than the Debtors require.

                           Order Authorizing Debtors (A) to Maintain Postpetition Financing of Insurance
                           Premiums and (B) Pay Prepetition Premiums Necessary to Maintain Insurance Coverage
                           in Current Effect (the “Insurance Coverage Order”);

          On February 15, 2006, the Bankruptcy Court entered an order granting the Debtors authority to maintain
postpetition financing of insurance premiums and to pay prepetition premiums necessary to maintain insurance
coverage. By obtaining this order, the Debtors were able to maintain necessary insurance policies including but not
limited to general liability, workers’ compensation and employer’s liability, directors and officers’ liability and
automotive liability.

                           Order Clarifying the Order Order Authorizing Debtors (A) to Maintain Postpetition
                           Financing of Insurance Premiums and (B) Pay Prepetition Premiums Necessary to
                           Maintain Insurance Coverage in Current Effect (the “Clarifying Insurance Coverage
                           Order”);

         On May 11, 2006, the Bankruptcy Court entered an order that amended the Insurance Coverage Order and
authorized the Debtors to pay all their obligations under a new insurance program the Debtors had entered effective
April 1, 2006.

           3.     Financing

                           Interim Order (I) Authorizing Debtors (A) To Obtain Postpetition Financing Pursuant to
                           11 U.S.C. §§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) and
                           (B) To Utilize Cash Collateral Pursuant to 11 U.S.C. § 363, (II) Granting Adequate
                           Protection to Prepetition Secured Parties Pursuant to 11 U.S.C. §§ 361, 362, 363 and
                           364 and (III) Scheduling Final Hearing Pursuant to Bankruptcy Rules 4001(b) and (c)
                           (the “Interim DIP Facility Order”);

          On January 26, 2006 the Bankruptcy Court entered an interim order authorizing the Debtors to obtain
postpetition financing and make use of cash collateral.




                                                          15
K&E 11468239.6
                           Final Order (I) Authorizing Debtors (A) To Obtain Postpetition Financing Pursuant to
                           11 U.S.C. §§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) and
                           (B) To Utilize Cash Collateral Pursuant to 11 U.S.C. § 363, (II) Granting Adequate
                           Protection to Prepetition Secured Parties Pursuant to 11 U.S.C. §§ 361, 362, 363 and
                           364 and (III) Scheduling Final Hearing Pursuant to Bankruptcy Rules 4001(b) and (c)
                           (the “Final DIP Facility Order”);

          On February 22, 2006, the Bankruptcy Court entered the final order authorizing the Debtors to secure
postpetition financing and to make use of cash collateral. The DIP Facility provides for a commitment of debtor-in-
possession financing comprised of a term loan, revolving credit and letter of credit facility in an aggregate principal
amount not to exceed $60 million. The proceeds of the debtor-in-possession financing have been used to refinance
the Debtors’ prepetition obligations amounting to $50 million under the First Lien Credit Agreement existing at the
time of the bankruptcy filing. Additionally, pursuant to this final order, the Debtors’ postpetition credit agreement
was amended to refinance approximately (i) $10,000 more of the term loans and (ii) $10,000 less of the revolving
loans provided under the First Lien Credit Agreement.

         Additionally, on April 18, 2006, the Bankruptcy Court entered an order modifying the DIP Facility to
increase (i) the limitation on capital expenditures by approximately $1.2 million and (ii) the revolving credit facility
by $10,500,424. The increase of the revolving credit facility provided the Debtors with the funds necessary to
obtain the letter of credit that was required by the Debtors’ insurer to secure the Debtors’ self-insured retention
obligations under the Debtors’ new insurance program that became effective on April 1, 2006.

                           Order (A) Authorizing the Debtors to Obtain Secured, Subordinated Postpetition
                           Financing and (B) Granting Liens and Providing Superpriority Administrative Expense
                           Status (the “Junior DIP Facility Order”);

          On November 2, 2006, the Bankruptcy Court entered an order authorizing the Debtors to obtain
postpetition financing from Yucaipa under the Junior DIP Facility. The Junior DIP Facility provides for a
commitment of debtor in possession financing comprised of a term loan in an aggregate principal amount not to
exceed $7 million. Such term loan will be funded in two tranches: (a) the first tranche of $5.0 million; and (b) the
second tranche of $2.0 million.

         Approximately $5 million of the proceeds of the Junior DIP Facility will be used to collateralize a letter of
credit required for continued insurance coverage by the Debtors’ insurer; the remainder will be used for general
working capital purposes. The Junior DIP Facility will be treated on a junior basis to the claims arising out of DIP
Facility and on a pari passu basis with the claims arising out of the Second Lien Credit Agreement. At the sole
option of Yucaipa, the claims arising out of the Junior DIP Facility can be converted into New Common Stock, all
as described more fully in the Motion to Approve the Junior DIP Facility and the Junior DIP Facility Order.

           4.     Employment and Compensation of Professionals

                           Retention of Debtors’ Professionals

          The Debtors filed several motions over the course of the Chapter 11 Cases requesting authorization to
employ and pay the reasonable fees and expenses of professionals utilized in the ordinary course of business to
advise and assist the Debtors’ in the operation of their businesses and to defend the Debtors in matters arising in the
ordinary course of business. The Debtors filed these retention applications for certain professional to represent and
assist them in the administration of these Chapter 11 Cases. Many of these professionals were intimately involved
with negotiating and developing the terms of the Plan, and all of these professionals will continue to provide vital
services throughout the duration of the Chapter 11 Cases. These professionals include: (a) Kirkland & Ellis LLP, as
co-counsel for the Debtors; (b) Hodgson Russ LLP as co-counsel for the Debtors; (c) FTI Consulting, Inc. as
financial advisors to the Debtors; (d) BMC Group, Inc. as notice, claims, and balloting agent to the Debtors;
(e) Sitrick And Company Inc. as communications consultants to the Debtors; (f) Alvarez & Marsal LLC as chief
restructuring officer to the Debtors; (g) Reed Smith LLP as special labor negotiation counsel to the Debtors; and



                                                          16
K&E 11468239.6
(h) Watson Wyatt & Company as compensation experts to the Debtors. The Bankruptcy Court entered orders
retaining each of these professionals.

                          Order Establishing Procedures for Interim Fee Application and Expense Reimbursement
                          Procedures for Professionals (the “Interim Compensation Order”);

        On February 15, 2006, the Court entered an order establishing procedures for the interim compensation and
reimbursement of professionals during the Chapter 11 Cases.

                          Order Authorizing the Debtors to Employ and Compensate Certain Professionals
                          Utilized in the Ordinary Course of the Debtors’ Businesses (the “Ordinary Course
                          Professionals Order”);

         On February 15, 2006, the Bankruptcy Court entered an order allowing the Debtors to employ and pay the
reasonable fees and expenses of professionals utilized in the ordinary course of business to advise and assist the
Debtors’ in the operation of their businesses and to defend the Debtors in matters arising in the ordinary course of
business.

                          Motion for Order Authorizing the Debtors to Implement a Performance Incentive
                          Program (the “Performance Incentive Program Motion”);

         On February 3, 2006, the Debtors filed the Performance Incentive Program Motion seeking authority to
implement a performance incentive bonus program for certain of the Debtors’ executives. On February 13, 2006,
the International Brotherhood of Teamsters filed an objection to the Debtors’ motion. On July 5, 2006, in response
to this objection and to address additional concerns raised by the Official Committee, the Debtors filed a motion
seeking approval of a modified performance incentive bonus program. On July 27, 2006, the International
Brotherhood of Teamsters and the Official Committee filed objections to the motion seeking approval of the
modified performance incentive bonus program. On August 7, 2006, a hearing was conducted on this matter in the
Bankruptcy Court. Such hearing was continued from time to time until October 12, 2006. At the October 12, 2006
hearing, the Debtors withdrew their motion to modify the performance incentive bonus program. The holders of the
Second Lien Claims agreed to carve out of their recoveries incentive payments to Jeffrey Cornish, Jack Stalker and
John Richter, as described more fully in the term sheet attached hereto as Exhibit F. Such incentive payments will
not increase the amount of the Second Lien Claims or the recovery paid to the holders of such Claims. Instead, the
above-described incentive payments will be paid from the proceeds otherwise received from the holders of the
Second Lien Claims and such payments will in no way impact or otherwise diminish the amount of distributions
received by any other creditor Class of the Debtors.

           5.    Executory Contracts and Unexpired Leases

                          Order Pursuant to Sections 365 and 554 of the Bankruptcy Code Authorizing and
                          Approving Expedited Procedures for (A) the Rejection of Executory Contracts and
                          Unexpired Leases of Personal and Non-Residential Real Property and (B) the
                          Abandonment of the Debtors’ Property (the “Rejection Procedures Order”);

        On February 15, 2006, the Bankruptcy Court entered an order authorizing the Debtors to utilize expedited
procedures in connection with the rejection of any of the Debtors’ executory contracts and unexpired leases. These
procedures allowed the Debtors to reject any executory contract or unexpired lease without further court approval.

                          Order Authorizing the Debtors to Assume Certain Leases with Toyota Motor Credit
                          Corporation (the “Toyota Order”);

        On May 23, 2006, the Bankruptcy Court entered an order authorizing the Debtors to assume two unexpired
leases with Toyota Motor Credit Corporation under which the Debtors lease twenty-six Rigs that are used in the
Debtors’ vehicle-hauling operations.



                                                        17
K&E 11468239.6
                           Order Authorizing the Debtors to Assume the Executory Contract with Corporate
                           Lodging Consultants, Inc. as Modified by an Addendum Thereto (the “Corporate Lodging
                           Order”);

         On July 25, 2006, the Bankruptcy Court entered an order authorizing the Debtors to assume an executory
contract with Corporate Lodging Consultants, Inc. under which drivers of the Debtors’ Rigs, who frequently require
overnight lodging during the completion of their duties, are able to obtain hotel rooms at reduced rates.

                           Order Authorizing the Debtors to Assume an Executory Contract with Bandag, Inc. as
                           Modified by an Amendment Thereto (the “Bandag Order”);

         On August 22, 2006, the Bankruptcy Court entered an order authorizing the Debtors to assume an
executory contract with Bandag, Inc. under which the Debtors receive standard tire repair and tire retreading
services that ensure that the Debtors maintain a continued supply of usable tires for their vehicle-hauling operations.

                           Order Authorizing the Debtors to Assume                  an   Executory Contract       with
                           Bridgestone/Firestone, Inc. as Modified by               an   Addendum Thereto         (the
                           “Bridgestone/Firestone Order”);

          On August 22, 2006, the Bankruptcy Court entered an order authorizing the Debtors to assume an
executory contract with Bridgestone/Firestone, Inc. that provides the Debtors with a cost-effective future supply of
tires essential in operating the Debtors’ Rigs.

                           Order (A) Authorizing the Debtors to Assume Certain Nonresidential Real Property
                           Leases and (B) Setting Cure Amounts with Respect Thereto (the “Nonresidential Real
                           Property Lease Order”);

          On May 23, 2006, pursuant to section 365(d)(4) of the Bankruptcy Code, the Bankruptcy Court entered an
order extending the period within which the Debtors must assume or reject their unexpired nonresidential real
property leases until August 23, 2006. On August 22, 2006, the Bankruptcy Court entered an order authorizing the
Debtors to assume twenty-two unexpired nonresidential real property leases for land on which the Debtors maintain
facilities essential to their vehicle distribution business. The Debtors did not seek court approval to assume any of
their other unexpired nonresidential real property leases. Accordingly, on August 23, 2006, such leases were
deemed rejected pursuant to section 365(d)(4) of the Bankruptcy Code.

           6.     Exclusivity

                           Order Extending the Time During Which Only the Debtors May File a Plan of
                           Reorganization and Solicit Acceptances Thereon (the “First Exclusivity Extension
                           Order”);

         On May 23, 2006, the Bankruptcy Court entered an order extending the time within which the Debtors have
the exclusive right to file a plan of reorganization through and including August 31, 2006, and extending the period
during which the Debtors have the exclusive right to solicit and obtain acceptance of any such plan of reorganization
through and including October 31, 2006.

                           Second Order Extending the Time During Which Only the Debtors May File a Plan of
                           Reorganization and Solicit Acceptances Thereon (the “Second Exclusivity Extension
                           Order”);

         On August 22, 2006, the Bankruptcy Court entered an order extending the time within which the Debtors
have the exclusive right to file a plan of reorganization through and including November 30, 2006, and extending
the period during which the Debtors have the exclusive right to solicit and obtain acceptance of any such plan of
reorganization through and including January 29, 2007.


                                                          18
K&E 11468239.6
           7.     Preliminary Analysis of Avoidance Actions

                            Preference Analysis

         Under section 546(a) of the Bankruptcy Code, the Debtors have until January 25, 2008 to file any
avoidance actions. The Debtors are conducting an ongoing analysis of potential avoidance actions, including
potential actions to recover preferential transfers pursuant to section 547 of the Bankruptcy Code.

                            Other Potential Avoidance Actions

        The Debtors are also conducting an analysis of any other potential avoidance actions under Chapter 5 of the
Bankruptcy Code. The Debtors’ analysis of such actions is ongoing and, therefore, the Debtors have not yet reached
a determination as to the validity of any of the potential avoidance actions. As a result thereof, the Debtors deem it
inappropriate to provide an assessment of the value of such actions at this time.

         The Official Committee asserts that the Avoidance Actions could include the existence of a claim in the
amount of approximately $36 million that could be pursued in connection with the refinancing of the Debtors’
secured debt in January 2005. Such refinancing is described more fully in Article II.B.1.c. of the Disclosure
Statement. In summary, the Debtors used a portion of their January 2005 refinancing proceeds to repay in full
certain secured promissory notes. The Debtors issued such secured promissory notes to certain of their stockholders
in connection with the Debtors’ purchase of Leaseway. Under the terms of the secured stockholder promissory
notes, the Debtors were required to fully pay their obligations under the promissory notes to each stockholder upon
the receipt of any proceeds in connection with a recapitalization. Therefore, after receiving the proceeds of the
Credit Agreements in the January 2005 refinancing, the Debtors used a portion of the proceeds to repay the secured
stockholder promissory notes. As stated above, the Debtors have not completed their analysis of the validity of this
particular claim and cannot make any definitive statement at this time as to the existence of a valid claim arising
from the January 2005 refinancing.

          Additionally, the Official Committee asserts that the following could become subject to Avoidance
Actions. The Committee reserves the right to assert a Challenge with respect to each of the following: (a) the
security interest of the Pre-Petition Secured Lenders (as such term is defined in the Final DIP Facility Order) in the
stock of the Canadian and Puerto Rican subsidiaries may not extend to 35% of the stock thereof by the terms of the
applicable Existing Agreements; (b) no mortgages have been filed on the Debtors’ leased real property to secure the
Pre-Petition Indebtedness (as such term is defined in the Final DIP Facility Order); (c) the lenders under the Second
Lien Credit Agreement do not have properly perfected security interests against the vehicles identified in the motor
vehicle certificates; (d) the liens of the Agent (as such term is defined in the Final DIP Facility Order) with respect
to the vehicles identified in the motor vehicle certificates were recorded within the 90 day preference period; (e) the
Pre-Petition Secured Lenders (as such term is defined in the Final DIP Facility Order) do not have recorded liens
upon the motor vehicle certificates; (f) an assignment for the benefit of the Pre-Petition Secured Lenders (as such
term is defined in the Final DIP Facility Order) of a life insurance policy held by Hadley Auto Transport and
proceeds thereof were not properly perfected; (g) the Pre-Petition Secured Lenders (as such term is defined in the
Final DIP Facility Order) improved their collateral position on accounts receivable during the 90 day preference
period; (h) the guaranty claim at one or more of the subsidiaries may be limited to the solvency of the applicable
subsidiaries at the time of the loan closing; (i) the incurrence of the loan obligations and granting of security therefor
pursuant to the Existing Agreements may constitute fraudulent transfers to the extent the proceeds of the loans were
paid to shareholders at the closing or were otherwise distributed to entities that did not provide reasonably
equivalent value in exchange therefor; (j) the Pre-Petition Secured Lenders (as such term is defined in the Final DIP
Facility Order) may not have a perfected security interest in commercial tort and noncommercial tort claims,
including but not limited to all claims for damages against non-Debtors in motor vehicle accidents and all rights to
receive payment of self-insured worker’s compensation payments from personal injury claims of existing or former
employees against non-Debtors; (k) Hadley Computer Services (‘HCS”) may not have executed the guarantee and
collateral agreement and related consent on January 31, 2005, but instead may have first become bound thereunder
on or about November 14, 2005 and that, as a result, the obligations and pledges of HCS under the guarantee and
collateral agreement may constitute fraudulent transfers or preferences.



                                                           19
K&E 11468239.6
E.         THE OFFICIAL COMMITTEE

         On February 9, 2006, the United States Trustee appointed the Official Committee pursuant to section 1102
of the Bankruptcy Code. On March 21, 2006, the United States Trustee appointed two additional members to the
Official Committee. The members of the Official Committee are: (a) Central States Southeast & Southwest Areas
Pension and Health and Welfare Funds; (b) McLearen’s JJJ Interprise Inc.; (c) United Road Services Inc.;
(d) FleetCharge; and (e) International Brotherhood of Teamsters. The Official Committee retained Winston Strawn
LLP and Damon & Morey LLP as its legal advisors and Huron Consulting Services LLC as its financial advisor.
Each of these professionals submitted an application to the Bankruptcy Court for an order authorizing its retention
and on March 21, 2006, the Bankruptcy Court entered the orders approving the retention of Winston Strawn LLP
and Huron Consulting Services LLC and on March 27, 2006, the Bankruptcy Court entered the order approving the
retention of Damon & Morey LLP.

F.         BAR DATE

         On June 27, 2006, the Bankruptcy Court entered an order that granted the Debtors’ Motion to Approve
Entry of an Order Pursuant to Fed. R. Bankr. P. 3003(c)(3) Fixing Final Date for Filing Proofs of Claim, Approving
Proposed Bar Date Notice, and Approving Proposed Notice and Publication Procedures and thereby set a bar date of
August 15, 2006, for filing proofs of claim for all prepetition claims.

         As of the bar date (August 15, 2006), the Debtors’ claims register reflected approximately 2,000 proofs of
claim and scheduled claims. The Debtors believe that many of the filed proofs of claim are invalid, untimely,
duplicative and/or overstated, and intend to object to these claims.

G.         NEGOTIATIONS WITH THE OEMS

         As part of their restructuring efforts, the Debtors have negotiated revisions to their agreements with their
OEM customers. In May 2006, the Debtors conducted initial discussions with their OEM customers regarding
revisions to the Debtors’ agreements with such customers. The Debtors believe such revisions are necessary to the
success of their restructuring efforts and ongoing operations.

         All of the Debtors’ OEM customers were receptive to engaging in negotiations with the Debtors. Through
such negotiations, the Debtors have reached agreement with their customers that will allow the Debtors to
(a) operate profitability going forward, (b) service their post-emergence debt obligations and (c) maintain their
capital equipment. The Debtors currently are working with the OEMs to finalize the terms of their agreements and
will complete such efforts prior to the Effective Date.

                                                         IV.

                        SUMMARY OF THE JOINT PLAN OF REORGANIZATION

A.         INTRODUCTION

      THE FOLLOWING SECTIONS SUMMARIZE CERTAIN KEY INFORMATION CONTAINED
IN THE PLAN. THIS SUMMARY REFERS TO, AND IS QUALIFIED IN ITS ENTIRETY BY,
REFERENCE TO THE PLAN. THE TERMS OF THE PLAN WILL GOVERN IN THE EVENT ANY
INCONSISTENCY ARISES BETWEEN THIS SUMMARY AND THE PLAN.

      THE BANKRUPTCY COURT HAS NOT YET CONFIRMED THE PLAN DESCRIBED IN THIS
DISCLOSURE STATEMENT. IN OTHER WORDS, THE TERMS OF THE PLAN DO NOT YET BIND
ANY PERSON OR ENTITY. IF THE BANKRUPTCY COURT DOES CONFIRM THE PLAN,
HOWEVER, THEN IT WILL BIND ALL CLAIM AND INTEREST HOLDERS.




                                                         20
K&E 11468239.6
B.         UNCLASSIFIED CLAIMS - APPLICABLE TO ALL THE DEBTORS

         Administrative Expense Claims are claims for costs or expenses incurred in administering the Estates as
specified in Bankruptcy Code sections 503(b) and 507(a)(1), including, without limitation: (a) claims under
Bankruptcy Code sections 330(a), 331 or 503 for compensation for professional services rendered and
reimbursement of expenses in the Chapter 11 Cases (“Fee Claims”); (b) the actual, necessary costs and expenses of
preserving the Estates and operating the business of the Debtors, incurred and paid in the ordinary course of business
by the Debtors after the bankruptcy filing; and (c) any post-petition taxes subject to administrative treatment. As
such, the Debtors’ obligations under the DIP Facility and the Junior DIP Facility are treated as Administrative
Claims.

         Priority Tax Claims and certain unsecured claims of governmental units are entitled to priority distribution
from the Estates under Bankruptcy Code section 507.

          As provided in section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims (including the
Debtors’ obligations under the DIP Facility and Junior DIP Facility) and Priority Tax Claims will not be classified
for the purposes of voting or receiving distributions under the Plan. Rather, all such Claims will be treated
separately as unclassified Claims on the terms set forth in Article III of the Plan. In addition to ongoing
Administrative Expense Claims in the bankruptcy for post-petition operating costs and Fee Claims, the Debtors
caution that the Administrative Expense Claims Bar Date will not occur until __ days after the date on which the
Confirmation Order is entered and additional Administrative Expense Claims may be therefore asserted. Holders of
Administrative Expense Claims, DIP Facility Claims, Junior DIP Facility Claims and Priority Tax Claims are not
entitled to vote on the Plan; their votes will not be solicited, and they will not receive ballots.

           1.     Administrative Expense Claims.

                  (a)      General.

          Subject to (x) the bar date provisions set forth in Article III, Section 3.03(a)(iii) of the Plan and
(y) additional requirements for professionals and certain other entities set forth below, each of the Reorganized
Debtors, as applicable, shall pay to each holder of an Allowed Administrative Expense Claim (other than holders of
the DIP Facility Claims, which shall be paid in accordance with Section 3.02(c) of the Plan), on account of its
Administrative Expense Claim and in full satisfaction thereof, Cash equal to the Allowed amount of such
Administrative Expense Claim on the later of (A) sixty (60) days after such Claim becomes Allowed or (B) the
Effective Date (or as soon as practicable thereafter) unless the holder, the applicable Debtor or Reorganized Debtor,
as the case may be, and Yucaipa agree in writing to other treatment of such Claim. Payment on an Administrative
Expense Claim that arose in the ordinary course of the Debtors’ Business will not be made until such payment
would have become due in the ordinary course of the Debtors’ Business or under the terms of the legal obligation
giving rise to the Claim in the absence of the Chapter 11 Cases.

                  (b)      Bar Date For Administrative Expense Claims.

                           (i)      General Provisions.

         Except for the DIP Facility Claims and Administrative Expense Claims of Professionals requesting
compensation or reimbursement of expenses, which are addressed in Article III, Section 3.03(a)(iii)(2) of the Plan,
and except as otherwise provided below for (i) non-tax liabilities incurred in the ordinary course of business by each
Debtor in Possession, (ii) Postpetition Tax Claims, (iii) claims relating to the Junior DIP Facility Obligations and
(iv) Yucaipa claim for substantial contribution, requests for payment of Administrative Expense Claims must be
Filed and served on counsel for each of the Reorganized Debtors and counsel for Yucaipa no later than (x) the
Administrative Expense Claim Bar Date, or (y) such later date, if any, as the Bankruptcy Court shall order upon
application made prior to the end of the Administrative Expense Claim Bar Date. Holders of Administrative
Expense Claims (including, without limitation, the holders of any Claims for federal, state or local taxes, but
excluding Claims of professionals requesting compensation or reimbursement of expenses) that are required to File a
request for payment of such Claims and that do not File such requests by the applicable bar date shall be forever


                                                          21
K&E 11468239.6
barred from asserting such Claims against any of the Debtors or the Reorganized Debtors or any of their respective
properties.

                          (ii)     Professionals.

         All Professionals or other Persons requesting compensation or reimbursement of expenses pursuant to any
of sections 322, 327, 328, 330, 331, 363, 503(b) and 1103 of the Bankruptcy Code for services rendered on or before
the Confirmation Date (including, inter alia, any compensation requested by any Professional or any other Person
for making a substantial contribution in the Chapter 11 Cases) shall File and serve on the Debtors, Yucaipa, and any
other party entitled to receive a copy of such application pursuant to rule or order of the Bankruptcy Court, an
application for final allowance of compensation and reimbursement of expenses on or before thirty (30) days after
the Effective Date.

         Objections to applications of Professionals or other Persons for compensation or reimbursement of
expenses must be Filed and served on the Debtors, counsel for the Debtors, counsel for Yucaipa, and the
Professionals (or other Persons) to whose application the objections are addressed on or before (i) fifty (50) days
after the Effective Date or (ii) such later date as the Bankruptcy Court shall order upon application or upon
agreement between the Reorganized Debtors and the affected Professional (or other Person). To the extent the
Bankruptcy Court determines that any Professional received more than its Allowed Claim, such Professional shall
promptly disgorge the excess to the Reorganized Debtors. To the extent the Bankruptcy Court approves a final
application with an Allowed Claim in excess of the amount received by any Professional, the Reorganized Debtors
shall promptly pay such excess amount to such professional.

         From and after the occurrence of the Effective Date, any Professional fees and reimbursements or expenses
incurred by the Debtors or the Reorganized Debtors subsequent to the Confirmation Date may be paid by the
Reorganized Debtors in the ordinary course of business without application to, approval of, or order of, the
Bankruptcy Court, subject to a good faith written budget estimate provided by such professionals to the Plan
Proponents no later than ten days prior to the Confirmation Hearing.

        The Confirmation Order will, to the extent necessary, amend and supersede any previously entered order of
the Bankruptcy Court, including the Order Establishing Procedures for Interim Fee Application and Expense
Reimbursement for Professionals entered by the Bankruptcy Court on February 15, 2006.

                          (iii)    Ordinary Course Liabilities.

         Holders of Administrative Expense Claims based on liabilities incurred post-petition in the ordinary course
of the Debtors’ Business (other than Claims of governmental units for taxes or Claims and/or penalties related to
such taxes) shall not be required to File any request for payment of such Claims. Such Administrative Expense
Claims shall be assumed and paid by the Reorganized Debtors, as appropriate, pursuant to the terms and conditions
of the particular transaction giving rise to such Administrative Expense Claim, without any further action by the
holders of such Claims; provided that, notwithstanding the foregoing, the Debtors and the Reorganized Debtors
reserve the right to dispute through any means permitted at law, equity and/or contract any Administrative Expense
Claims based on liabilities incurred postpetition in the ordinary course of the Debtors’ business that the Debtors or
the Reorganized Debtors believe are incorrect, invalid or otherwise objectionable.

                          (iv)     Tax Claims.

         All requests for payment of Postpetition Tax Claims, for which no bar date has otherwise been previously
established, must be Filed on or before the later of (i) sixty (60) days following the Effective Date; and (ii) one
hundred and twenty (120) days following the filing of the tax return for such taxes for such tax year or period with
the applicable governmental unit. Any holder of any Postpetition Tax Claim that is required to File a request for
payment of such taxes and that does not File such a Claim by the applicable bar date shall be forever barred from
asserting any such Postpetition Tax Claim against any of the Debtors or Reorganized Debtors, or any of their
respective properties, whether any such Postpetition Tax Claim is deemed to arise prior to, on, or subsequent to, the
Effective Date.


                                                         22
K&E 11468239.6
                           (v)      Claims Arising Under or Related to the Junior DIP Facility.

         Pursuant to the Junior DIP Facility Order, Yucaipa holds an Allowed superpriority Administrative Claim
that is entitled to payment from, among other things, the proceeds of Avoidance Actions. Yucaipa shall not be
obligated to file any proof of claim with respect to any Administrative Claim arising out of or related to the Junior
DIP Facility.

                           (vi)     Yucaipa Claim for Substantial Contribution.

         Yucaipa shall hold an Allowed Claim for substantial contribution under Section 503(b) of the Bankruptcy
Code for its fees and expenses incurred in connection with the successful reorganization of the Debtors. Among
other things, Yucaipa enhanced recoveries to creditors of these Estates through the following actions: negotiated
and drafted the terms of the Plan, provided the Junior DIP Financing, carved out of its recovery as a holder of
Second Lien Claims the incentive payments to members of the Debtors’ senior management, played an instrumental
role in ensuring payment in full in Cash to the DIP Lenders and the First Lien Lenders and played a key role in
obtaining Exit Financing. The Plan constitutes a motion for approval of payment of such claim on the Effective
Date of the Plan in an amount not to exceed $1 million (consisting of Yucaipa’s actual fees and expenses, including,
without limitation, fees of attorneys and other professionals).

         The Debtors have been informed that the Official Committee asserts that Yucaipa is not entitled to an
Allowed Claim for substantial contribution. Moreover, in particular, the Official Committee asserts that the Debtors
have not set forth any legal authority to support such a claim. As indicated above and in the Plan, the Plan
constitutes a motion for approval of payment of such substantial contribution Claim. The Debtors anticipate that, in
conjunction with the Confirmation Hearing, there may be a contested hearing with respect to this issue if the Official
Committee continues to contest Yucaipa’s right to obtain such a claim.

           2.     Treatment of Priority Tax Claims.

          Except as otherwise agreed to by the applicable Debtor, the applicable taxing agency and Yucaipa, each
Reorganized Debtor shall pay to each holder of an Allowed Priority Tax Claim against it deferred Cash payments,
over a period not exceeding five (5) years from the Petition Date, in an aggregate amount equal to the amount of
such Allowed Priority Tax Claim, plus interest from the Effective Date on the unpaid portion of such Allowed
Priority Tax Claim (without penalty of any kind) at the rate prescribed below. Payment of the amount of each such
Allowed Priority Tax Claim shall be made in equal semiannual installments payable on June 1 and December 1,
with the first installment due on June 1 or December 1 after the latest of: (a) the Effective Date, (b) thirty (30) days
after the date on which an order of the Bankruptcy Court allowing such Priority Tax Claim becomes a Final Order,
and (c) such other time or times as may be agreed to by the holder of such Allowed Priority Tax Claim and the
applicable Reorganized Debtor. Each installment shall include interest on the unpaid portion of such Allowed
Priority Tax Claim, without penalty of any kind, at the rate of four percent (4%) per annum or as otherwise
established by the Bankruptcy Court; provided, however, that each Reorganized Debtor shall have the right to pay
any Allowed Priority Tax Claim against it, or any remaining balance of such Allowed Priority Tax Claim, in full, at
any time on or after the Effective Date, without premium or penalty of any kind.

           3.     Treatment of Claims Under the DIP Facility and the Junior DIP Facility.

          The holders of DIP Facility Claims as of the Effective Date shall have Allowed Claims for all amounts
included in the definition of DIP Facility Claims, and the Junior DIP Facility Obligations as of the Effective Date
shall be Allowed Claims. On the Effective Date, (i) the Reorganized Debtors or a Disbursing Agent chosen by the
Reorganized Debtors shall pay in full in Cash all of the DIP Facility Claims under the DIP Facility to the DIP Agent
on behalf of the DIP Lenders; and (ii) all outstanding amounts under the Junior DIP Facility shall be paid, in full, in
Cash by the Reorganized Debtors; provided however that the lenders under the Junior DIP Facility have the option,
in their sole discretion, to convert the obligations thereunder into New PLG Common Stock or seek payment of the
Junior DIP Facility Obligations from the proceeds of Avoidance Actions, all as described in the Junior DIP Facility
Order.



                                                          23
K&E 11468239.6
          If the lenders under the Junior DIP Facility elect, in their sole discretion, to seek payment of the Junior DIP
Facility Obligations from the proceeds of Avoidance Actions, any proceeds recovered on account of Avoidance
Actions will be allocated first to satisfy the Junior DIP Obligations prior to any distribution of such proceeds being
made to holders of General Unsecured Claims. However, to the extent the lenders under the Junior DIP Facility
elect, in their sole discretion, to convert their debt into equity or to be paid in Cash on the Effective Date (and Cash
payment is actually made), any proceeds recovered on account of Avoidance Actions will not be used to satisfy the
Junior DIP Obligations.

C.         CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS -
           APPLICABLE TO ALL THE DEBTORS

           1.       Summary

         The categories of Claims and Interests listed below classify Claims and Interests for all purposes, including
voting, confirmation and distribution pursuant hereto and pursuant to sections 1122 and 1123(a)(1) of the
Bankruptcy Code. The Plan deems a Claim or Interest to be classified in a particular Class only to the extent that the
Claim or Interest qualifies within the description of that Class and shall be deemed classified in a different Class to
the extent that any remainder of such Claim or Interest qualifies within the description of such different Class. A
Claim or Interest is in a particular Class only to the extent that any such Claim or Interest is Allowed in that Class
and has not been paid or otherwise settled prior to the Effective Date.

           2.       Summary of Classification and Treatment of Classified Claims and Interests

           The following treatment applies to each Debtor as if restated separately for each such Debtor:

                       Class                                     Status                         Voting Rights

Class 1 (First Lien Claims)                          See Section 3.03(a) of the      See Section 3.03(a) of the Plan
                                                     Plan

Class 2 (Second Lien Claims)                         Impaired                        Entitled to vote

Class 3 et seq. (Other Secured Claims)               Unimpaired with respect         Unimpaired holders will not be
                                                     to subsections (i) and (v)      entitled to vote; Impaired holders
                                                     of the paragraph entitled,      will be entitled to vote
                                                     “Treatment” under
                                                     Article III, Section
                                                     3.04(c) of the Plan;
                                                     Impaired with respect to
                                                     subsections (ii), (iii), (iv)
                                                     and (vi) of such
                                                     paragraph

Class 4 (Priority Claims)                            Unimpaired                      Not entitled to vote

Class 5 (General Unsecured Claims)                   Impaired                        Entitled to vote

Class 6 (Subordinated Unsecured Claims)              Impaired                        Not entitled to vote

Class 7 (Old Common Stock)                           Impaired                        Not entitled to vote



           3.       Classification and Treatment of Classified Claims and Interests - Applicable to All the
                    Debtors


                                                            24
K&E 11468239.6
          The timing and procedures for all distributions specified in this section are governed by Article XIII,
Section 8.02 of the Plan (Method of Distributions Under the Plan), as modified by Section 8.05 of the Plan
(Disputed Claims and Disputed Interests; Reserve and Estimations). The following treatment applies to each Debtor
as if restated separately for each such Debtor. The categories of Claims and Interests listed below classify Claims
and Interests for all purposes, including voting, confirmation and distribution pursuant hereto and pursuant to
sections 1122 and 1123(a)(1) of the Bankruptcy Code. The Plan deems a Claim or Interest to be classified in a
particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and shall be
deemed classified in a different Class to the extent that any remainder of such Claim or Interest qualifies within the
description of such different Class. A Claim or Interest is in a particular Class only to the extent that any such Claim
or Interest is Allowed in that Class and has not been paid or otherwise settled prior to the Effective Date.

                  (a)       Class 1 – Allowed First Lien Claims. First Lien Claims are those secured Claims
                            based upon or arising out of the First Lien Credit Agreement, including as
                            applicable the secured claims against the First Lien Guarantors.

                            (i)      Classification. Class 1 consists of the holders of the First Lien Claims.

                            (ii)     Treatment. The holders of the First Lien Claims as of the Effective Date shall
                                     have Allowed Claims for all amounts included in the definition of First Lien
                                     Claims, which Allowed Claims shall aggregate not less than $_____________.
                                     In full satisfaction of such Claims, on the Effective Date, the Reorganized
                                     Debtors or a Disbursing Agent chosen by the Reorganized Debtors shall pay in
                                     full in Cash all of the First Lien Claims to the First Lien Agent on behalf of such
                                     holders.

                            (iii)    Voting. The holders of First Lien Claims believe they are Impaired by the Plan,
                                     and therefore, entitled to vote to accept or reject the Plan. The Plan Proponents
                                     believe that the holders of First Lien Claims are Unimpaired by the Plan, and
                                     therefore, not entitled to vote to accept or reject the Plan. For the purposes of
                                     the Plan, the holders of Class 1 Claims shall receive a Ballot and the Court shall
                                     determine at the Confirmation Hearing to the extent necessary whether Class 1
                                     Claims are Impaired, and therefore, entitled to vote on the Plan.

                  (b)       Class 2 – Allowed Second Lien Claims. Second Lien Claims are those secured
                            Claims based upon or arising out of the Second Lien Credit Agreement, including as
                            applicable the Claims against the Second Lien Guarantors.

                            (i)      Classification. Class 2 consists of the holders of the Allowed Second Lien
                                     Claims against the applicable Debtor.

                            (ii)     Treatment. On or as soon as practicable after the Effective Date, each holder of
                                     an Allowed Class 2 Claim shall receive, in full and final satisfaction of each
                                     such Allowed Class 2 Claim, its Pro Rata share of the New PLG Common
                                     Stock.

                            (iii)    Voting. Class 2 is Impaired, and holders of Claims 2 Claims are entitled to vote
                                     to accept or reject the Plan.

                  (c)       Class 3 et seq. – Other Secured Claims. Other Secured Claims are any Secured
                            Claims against the Debtors that is not a First Lien Claim, Second Lien Claim or DIP
                            Facility Claim of Junior DIP Facility Claim.

                            (i)      Classification. Class 3 consists of the Other Secured Claims against the
                                     applicable Debtor. With respect to each Debtor, this Class will be further
                                     divided into subclasses designated by letters of the alphabet (Class 3A, Class 3B


                                                           25
K&E 11468239.6
                               and so on), so that each holder of any Secured Claim against such Debtor is in a
                               Class by itself, except to the extent that there are Secured Claims that are
                               substantially similar to each other and may be included within a single Class,
                               and except for a precautionary class of otherwise unclassified classes of Secured
                               Claims. A list of all Class 3 Claims will be filed with the Court prior to the
                               Disclosure Statement Hearing. Such list may be amended or supplemented (a)
                               on or before three days before the Voting Deadline for any Secured Claims and
                               (b) thereafter on or before three days before the Confirmation Hearing to add
                               Secured Claims that will be treated in a manner that results in holders of such
                               Claims not having the right to vote to accept or reject the Plan.

                       (ii)    Treatment. The Debtors expect that the Claims of Class 3 members shall be
                               Unimpaired under subsections (i) and (v) of this paragraph and Impaired under
                               subsections (ii), (iii), (iv) and (vi) of this paragraph. Each Allowed Secured
                               Claim in Class 3 shall, in the discretion of the Debtors and Yucaipa, receive, in
                               full satisfaction, settlement, release and discharge of and in exchange for its
                               Claim, any one or a combination of any of the following: (i) Cash in an amount
                               equal to such Allowed Class 3 Claim; (ii) deferred Cash payments totaling at
                               least the Allowed amount of such Allowed Class 3 Claim, of a value, as of the
                               Effective Date, of at least the value of such holder’s interest in the Debtors’
                               property securing the Allowed Class 3 Claim; (iii) the property of the Debtors
                               securing such holder’s Allowed Class 3 Claim; (iv) payments or Liens
                               amounting to the indubitable equivalent of the value of such holder’s interest in
                               the Debtors’ property securing the Allowed Class 3 Claim; (v) Reinstatement of
                               such Class 3 Claim; or (vi) such other treatment as the Debtor and such holder
                               shall have agreed upon in writing.

                       (iii)   Voting. Allowed Claims in Class 3 that are paid in full in Cash or Reinstated on
                               the Effective Date or as soon as practicable thereafter are Unimpaired under the
                               Plan and the holders of such Allowed Claims in Class 3 will be deemed to have
                               voted to accept the Plan. Allowed Claims in Class 3 that receive any alternative
                               treatment are Impaired and therefore entitled to vote to accept or reject the Plan.

                 (d)   Class 4 –Priority Claims. Priority Claims are any Claims, other than an
                       Administrative Expense Claim or a Priority Tax Claim, entitled to priority in right
                       of payment under sections 507(a)(3) through 507(a)(7) of the Bankruptcy Code.

                       (i)     Classification. Class 4 consists of Allowed Priority Claims against the
                               applicable Debtor, which are entitled to priority pursuant to subsection 507(a) of
                               the Bankruptcy Code, other than Allowed Administrative Expense Claims and
                               Allowed Priority Tax Claims.

                       (ii)    Treatment. Unless otherwise agreed to by each Debtor, as applicable, Yucaipa
                               and the applicable holder of a Claim, each holder of a Class 4 Claim will be paid
                               the Allowed amount of such Claim in full in Cash by the applicable Reorganized
                               Debtor on or before the later of (i) the Effective Date or as soon as practicable
                               thereafter, (ii) the date such Claim becomes an Allowed Claim or as soon as
                               practicable thereafter and (iii) the date that such Claim would be paid in
                               accordance with any terms and conditions of any agreements or understandings
                               relating thereto between the applicable Debtor, Yucaipa and the holder of such
                               Claim.

                       (iii)   Voting. Class 4 is Unimpaired. Pursuant to section 1126(f) of the Bankruptcy
                               Code, the holders of Claims in Class 4 are conclusively presumed to have
                               accepted the Plan and therefore are not entitled to vote on the Plan.


                                                    26
K&E 11468239.6
                 (e)   Class 5 – General Unsecured Claims. General Unsecured Claims are any Claims
                       against any Debtor that is not a DIP Facility Claim, Administrative Expense Claim,
                       Priority Claim, Priority Tax Claim, First Lien Claim, Second Lien Claim, Other
                       Secured Claim, or a Claim arising out of Old Common Stock or Old Preferred
                       Stock. General Unsecured Claims shall include Intercompany Claims and any
                       Deficiency Claim of a holder of a Secured Claim.

                       (i)     Classification. Class 5 consists of Allowed General Unsecured               Claims,
                               including Intercompany Claims, against the applicable Debtor.

                       (ii)    Treatment. The holders of Claims in Class 5 will receive the General Unsecured
                               Claim Distribution, which will be distributed by each Debtor, as applicable,
                               among such holders on a Pro Rata basis. If a specific Debtor does not recover
                               any proceeds of the avoidance actions that would otherwise give rise to a
                               General Unsecured Claim Distribution, holders of Class 5 Claims against that
                               particular Debtor will not receive any cash or property on account of their Class
                               5 Claims. The Debtors estimate that the total amount of Allowed General
                               Unsecured Claims will be in the range of approximately $10 million to $25
                               million. The Debtors note, however, that General Unsecured Claims contain
                               certain unliquidated litigation claims. As the Debtors cannot predict the
                               outcome of such litigation with any certainty, the total amount of General
                               Unsecured Claims could be substantially more or less than the range set forth in
                               this paragraph.

                               The lenders under the Junior DIP Facility have the option, in their sole discretion,
                               to seek payment of the Junior DIP Facility Obligations from the proceeds of
                               Avoidance Actions, all as described in the Junior DIP Facility Order. If the
                               lenders under the Junior DIP Facility make this election, in their sole discretion,
                               any proceeds recovered on account of Avoidance Actions will be allocated first
                               to satisfy the Junior DIP Obligations prior to any distribution of such proceeds
                               being made to holders of General Unsecured Claims. In such a circumstance, the
                               Plan Proponents can provide no assurance that holders of General Unsecured
                               Claims will receive any distribution on behalf of their Claims. The Official
                               Committee, however, believes that in this circumstance holders of General
                               Unsecured Claims will not receive a distribution on behalf of such Claims.

                       (iii)   Voting. Class 5 is Impaired. The holders of Claims in Class 5 are entitled to
                               vote to accept or reject the Plan.

                 (f)   Class 6 – Subordinated General Unsecured Claims. Subordinated General
                       Unsecured Claims are (i) any Claims, or portion thereof, which is subordinated to
                       the payment of all other General Unsecured Claims (other than Claims which are
                       themselves Subordinated General Unsecured Claims) pursuant to Section 510 of the
                       Bankruptcy Code, any other applicable law, any order of the Bankruptcy Court or
                       any applicable agreement or (ii) any Claims for any fine, penalty, or forfeiture, or
                       for multiple, exemplary or punitive damages, to the extent that such fine, penalty,
                       forfeiture, or damages are not compensation for actual pecuniary loss suffered by
                       the holder. The Debtors are currently unaware of any claims that would be
                       classified as Allowed Class 6 Claims.

                       (i)     Classification. Class 6 consists of Allowed Subordinated General Unsecured
                               Claims against the applicable Debtor.

                       (ii)    Treatment. On the Effective Date, all Class 6 Claims shall be cancelled and
                               holders of Class 6 Claims shall receive nothing on account of such Allowed
                               Subordinated General Unsecured Claims.

                                                     27
K&E 11468239.6
                           (iii)    Voting. Class 6 is Impaired. Pursuant to section 1126(g) of the Bankruptcy
                                    Code, the holders of Allowed Claims in Class 6 are conclusively presumed to
                                    have rejected the Plan and therefore are not entitled to vote.

                  (g)      Class 7 – Old Common Stock. Old Common Stock is, collectively, the authorized
                           and issued shares of common stock of the Debtors and any right, contractual or
                           otherwise, to acquire any common shares of such common stock in existence
                           immediately prior to the Effective Date.

                           (i)      Classification. Class 7 consists of Allowed Old Common Stock of the
                                    applicable Debtor.

                           (ii)     Treatment. On the Effective Date, all Old Common Stock shall be cancelled
                                    and holders of Old Securities shall receive nothing on account of such Old
                                    Common Stock.

                           (iii)    Voting. Class 7 is Impaired. Pursuant to section 1126(g) of the Bankruptcy
                                    Code, the holders of Allowed Old Common Stock in Class 7 are conclusively
                                    presumed to have rejected the Plan and therefore are not entitled to vote.

           4.     Claims Amounts

         As of October 16, 2006, BMC Group, Inc., the Debtors’ claims agent, had received approximately 2,000
Claims and the total amounts of Claims filed against one or more of the Debtors were as follows: (a) 58 Secured
Claims in the total amount of $122,773,119.04 (including the First and Second Lien Claims); (b) 158 Priority
Claims in the total amount of $84,227,575.55; and (c) 1,909 General Unsecured Claims in the total amount of
$2,458,300,762.90. Additionally, the amounts of the First and Second Lien Claims were set forth in the Final DIP
Facility Order. Pursuant to the Final DIP Facility Order, the total amount of the First Lien Claims is $78.30 million
(plus an additional $43,058,271 of outstanding letter of credit) plus interest accrued and accruing thereon and fees,
costs and reasonable out-of-pocket expenses and the total principal amount of the Second Lien Claims as of the
Petition Date is $35.0 million.

          The Debtors believe that many of the filed proofs of Claim are invalid, untimely, duplicative and/or
overstated, therefore, the Debtors are in the process of objecting to such Claims. There is no guarantee that the
ultimate amount of each class of Allowed Claims will conform to the amounts stated herein. The Debtors believe
that certain Claims are without merit and intend to object to all such Claims. Moreover, the Debtors continue to
analyze all of the Claims to determine which Claims will be Allowed Claims for each class.

           5.     Special Provision Regarding Unimpaired Claims or Interests in Unimpaired Classes

         Except as provided in the Plan, nothing shall affect the Debtors’ or Reorganized Debtors’ rights and
defenses, both legal and equitable, with respect to any Claims that are not classified or are classified in Unimpaired
Classes, including, but not limited to, all rights with respect to legal and equitable defenses to setoff or recoupment
against holders of such Claims.

D.         ACCEPTANCE OR REJECTION OF THE PLAN

           1.     Voting of Claims

          Each holder of an Allowed Claim in an Impaired Class of Claims not deemed to have rejected the Plan
shall be entitled to vote separately to accept or reject the Plan as provided in such order as may be entered by the
Bankruptcy Court establishing certain procedures with respect to the solicitation and tabulation of votes to accept or
reject the Plan, or any other order or orders of the Bankruptcy Court.

           2.     Impaired Classes to Vote


                                                          28
K&E 11468239.6
          Each holder of an Allowed Claim in an Impaired Class, not otherwise deemed to have rejected the Plan in
accordance with section 1126(g) of the Bankruptcy Code, shall be entitled to vote separately to accept or reject the
Plan. Pursuant to the Plan, each holders Allowed Claims in Classes 2, 3 (only certain holders as set forth in Article
III, Section 3.04(c) of the Plan) and 5 shall be entitled to vote to accept or reject the Plan.

           3.     Presumed Acceptance of Plan

         Classes 1, 3 (only with respect to certain Allowed Claims as set forth in Article III, Section 3.04(c) of the
Plan) and 4 are unimpaired under the Plan and therefore presumed to have accepted the Plan pursuant to Section
1126(f) of the Bankruptcy Code.

           4.     Presumed Rejection of Plan

       Classes 6 and 7, both of which are Impaired under the Plan, shall receive no distribution and are therefore
presumed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code.

           5.     Acceptance by Class of Claims

         An Impaired Class of holders of Claims shall have accepted the Plan if the Plan is accepted by at least two-
thirds ( ) in dollar amount and more than one-half (½) in number of the Allowed Claims of such Class that have
voted to accept or reject the Plan.

E.         MEANS FOR IMPLEMENTATION OF THE PLAN

           1.     Continued Corporate Existence and Vesting of Assets in the Reorganized Debtors

          Subject to the corporate reorganizations described in Article V, Section 5.08 of the Plan, after the Effective
Date, each of the Reorganized Debtors shall continue to exist in accordance with the law in the jurisdiction in which
it is incorporated and pursuant to its certificate of incorporation and bylaws or other applicable organizational
document in effect prior to the Effective Date, except to the extent such certificate of incorporation and bylaws or
other applicable organizational document are amended under the Plan and as provided in the Amended
Organizational Documents. Except as otherwise provided in the Plan, on and after the Effective Date, all property
of the Estates, including all Claims, rights and causes of action and any property acquired by any Debtor or
Reorganized Debtor under or in connection with the Plan, shall vest in the Reorganized Debtors free and clear of all
Claims, Liens, charges, other encumbrances and Interests. On and after the Effective Date, each of the Reorganized
Debtors may operate their business, may use, acquire and dispose of property, may retain, compensate and pay any
professionals or advisors, and compromise or settle any Claims or Interests without supervision of or approval by
the Bankruptcy Court and free and clear of any restrictions of the Bankruptcy Code or the Bankruptcy Rules other
than restrictions expressly imposed by the Plan or the Confirmation Order.

           2.     Amended Organizational Documents

         On the Effective Date, each Reorganized Debtor shall adopt the applicable Amended Organizational
Documents for such Reorganized Debtor. The Amended Organizational Documents will, among other things,
prohibit the issuance of non-voting equity securities to the extent required by section 1123(a)(6) of the Bankruptcy
Code. The Amended Organizational Documents will become effective on or prior to the Effective Date and may be
amended following the Effective Date in accordance with applicable non-bankruptcy law.

           3.     Board of Directors and Management

        By the third day prior to the Confirmation Hearing, the holders of Second Lien Claims, shall submit to the
Bankruptcy Court the names of seven (7) individuals as proposed directors of each Reorganized Debtor (an “Initial
Board”). The terms, nomination, election and reelection of members of the board of directors of such Reorganized
Debtor shall be governed by the Amended Organizational Documents of each Reorganized Debtor. The Debtors



                                                          29
K&E 11468239.6
and Yucaipa anticipate that each Initial Board will include the Chief Executive Officer of the applicable
Reorganized Debtor.

          The current members of management of each of the Debtors may serve in their respective positions through
the first meeting of the Initial Board of such Reorganized Debtor after the Effective Date, which shall take place no
later than thirty (30) days after the Effective Date. Yucaipa currently expects that the senior management of the
Debtors will continue as senior management of the Reorganized Debtors, subject to mutually acceptable terms of
employment.

         On the Effective Date, the Debtors’ senior executives will include: (a) Jeffrey Cornish, Chief Executive
Officer; (b) Jack Stalker, Chief Financial Officer; (c) John Richter, Chief Operating Officer; (d) Ron O’Reilly, Vice
President Logistics & Analysis; (e) Shirley Sanislow, Vice President Safety & Human Resources; (f) Brian Hick,
Vice President Quality Assurances; and (g) Tom Ryan, Vice President Industrial Relations.

         The board of directors of each Reorganized Debtor may authorize appropriate compensation and bonus
plans (the “Management Incentive Plan”) for senior management employed by such Reorganized Debtor after the
Effective Date, including a new incentive plan for certain officers and employees and such Reorganized Debtor.
Options or other consideration under such incentive pan will be based on a vesting schedule and any other
performance criteria structured by the board of directors of the Reorganized Debtor.

         [The Reorganized Debtors will obtain tail coverage under directors’ and officers’ insurance policy
for the current officers and directors of the Debtors who remain in such capacities for the Reorganized
Debtors as of the Assumption Date (as defined in Section 4.03 of the Plan) (in an amount to be determined
subject to Yucaipa’s reasonable consent).]4

           4.      Effectuating Documents and Further Transactions

          Each of the Debtors or Reorganized Debtors, as appropriate, is authorized to execute, deliver, file or record
such contracts, instruments, releases and other agreements or documents and take such actions as may be necessary
or appropriate to effectuate, implement and further evidence the terms and conditions of the Plan and any notes or
securities issued pursuant to the Plan.

           5.      Authorization of New Securities

         On the Effective Date, the Debtors are authorized to issue the New Common Stock in accordance with the
provisions of the Plan.

           6.      The Official Committee

          Upon the Confirmation Date, the Official Committee shall be dissolved and the members, professionals and
agents of such Official Committee shall be released and discharged from all further rights and duties arising from or
related to the Chapter 11 Cases. The professionals retained by such Official Committee and the members thereof
shall not be entitled to compensation or reimbursement of expenses incurred for services rendered after the
Confirmation Date.

           7.      Restructuring Transactions

                   (a)      Authorized Share Capital and Corporate Structure




4    The provision of such tail coverage remains subject to further discussions among the Plan Proponents. Accordingly, this
     paragraph may be modified or deleted prior to the Confirmation Hearing.



                                                            30
K&E 11468239.6
          On or as soon as reasonably practicable after the Effective Date, (i) Reorganized PLG, as the ultimate
corporate parent of the other Reorganized Debtors, shall, without the need for any further corporate act or other
action under any applicable law, regulation, order or rule, issue, on a Pro Rata basis, shares of authorized New
Common Stock to holders of Second Lien Claims and (ii) each Reorganized Debtor shall, without the need for any
further corporate act or other action under any applicable law, regulation, order or rule, issue shares of authorized
New Common Stock to the Reorganized Debtor that was that Debtor’s corporate parent prior to the Effective Date,
so that each Reorganized Debtor will retain its 100% ownership of its pre-Petition subsidiary. The foregoing may
be modified by the Plan Proponents or the Reorganized Debtors at any time and for any reason, so long as such
modification does not adversely impact in a material way the treatment of Allowed Claims described in Article III of
the Plan.

                  (b)      Issuance of New Common Stock

         All shares of New Common Stock issued pursuant to the Plan will be, upon issuance, validly issued, fully
paid and non-assessable, and will not entitle the holders thereof to preemptive power or other rights to subscribe for
additional shares (except as expressly provided in the Amended Organizational Documents).

                  (c)      Listing

          As of the Effective Date, none of the Reorganized Debtors will (i) be a reporting company under the
Securities Exchange Act of 1934, as amended from time to time, and any successor statutes, or (ii) cause the shares
of New Common Stock to be listed on the New York Stock Exchange or be quoted in the national market system or
small cap system of the National Association of Securities Dealers’ Automated Quotation System or other national
securities exchange.

                  (d)      Management Incentive Plan

         The incentive plan described in Article V, Section 5.04 of the Plan shall supersede and replace any
Debtor’s management incentive plan or stock option program that was in effect prior to the Effective Date, and all
such prior management incentive plans and stock option plans shall for all purposes be deemed terminated and
canceled (without any liability for or against any of the Reorganized Debtors), without the need for further corporate
act of any the Reorganized Debtor or any other act or action under applicable law, regulation, order or rule. Each
Post-Effective Date incentive plan shall be subject to the approval of the board of directors of the applicable
Reorganized Debtor.

         Notwithstanding the foregoing paragraph, the incentive plans described in Article V, Section 5.05 of the
Plan will not supersede and replace that certain management incentive plan funded by the holders of the Second
Lien Claims for the benefit of Jeff Cornish, John Richter and Jack Stalker.

         Additionally, in recognition of the importance of the services provided by the Debtors’ senior management,
vice presidents, directors and terminal managers, the Debtors developed the EBITDAR Realization Bonus (the
“Realization Bonus”). The Realization Bonus is a pool of money generated for the benefit of such eligible
management personnel of the Debtors. In particular, eligible participants: coordinate the delivery of the vehicles
that the Debtors transport; monitor the Debtors’ vehicle damage and workers’ compensation claims; maintain the
Debtors’ tractor-trailer units and manage the financial reporting and control processes. The size of the Realization
Bonus pool will depend upon the Debtors’ ability to surpass the 2006 EBITDAR (earnings before interest, taxes,
depreciation, amortization and restructuring costs) target set forth in the 2006 financial forecast. The terms of the
Realization Bonus are currently being finalized and will be filed as a Plan Supplement prior to the Confirmation
Hearing.

                  (e)      Cancellation of Claims and Interests

        Except with respect to Reinstated Claims, and except for purposes of evidencing a right to distributions
under the Plan or otherwise provided hereunder, on the Effective Date, all the agreements and other documents
evidencing the Claims or rights of any holder of a Claim against the Debtors, including all notes, guarantees,


                                                         31
K&E 11468239.6
mortgages, and all Interests and any options or warrants to purchase Interests, obligating the Debtors to issue,
transfer or sell Interests or any other capital stock of the Debtors, shall be canceled. All Old Common Stock shall be
canceled.

                  (f)      Exit Financing

         The Debtors are negotiating with certain lenders regarding an Exit Financing. The terms of the Exit
Financing remain subject to further negotiation and entry into a binding term sheet with a particular lender.
Therefore, although the Debtors believe that they will be able to obtain such Exit Financing on terms acceptable to
them, there can be no assurance that they will ultimately be able to do so. The Exit Financing and the required
supporting documentation will have been executed on or prior to the date contemplated to be the Effective Date.

         On and following the Effective Date, the Reorganized Debtors, in accordance with the terms of the Plan,
will be authorized to take any and all actions necessary to implement the Exit Financing, which shall be used to (i)
repay, refinance and/or purchase amounts outstanding on the Effective Date under the DIP Facility and the Junior
DIP Facility (to the extent the (a) Yucaipa does not determine to leave such Junior DIP Facility outstanding in whole
or in part and (b) Junior DIP Facility claims are not converted into New PLG Common Stock), (ii) make other
payments required to be made on or following the Effective Date, and (iii) provide additional borrowing capacity to
the Reorganized Debtors following the Effective Date. The Reorganized Debtors are authorized to enter into,
execute and deliver the Exit Financing. In addition, from and after the Effective Date, the Reorganized Debtors
shall have the right and authority without further order of the Bankruptcy Court to raise additional capital and obtain
additional financing that the boards of directors of the applicable Reorganized Debtors deem appropriate.

           8.     Intercompany Claims

         Intercompany Claims, which consist of claims among the Debtors, may be eliminated on or after the
Effective Date by offset, the distribution or contribution of such Claims, or otherwise, as determined by the Debtors.
The Debtors estimate that the amount of Intercompany Claims is approximately $14 million.

           9.     Creation of Professional Escrow Account

         On the Effective Date, the Reorganized Debtors shall establish the Professionals Escrow Account and
reserve the amounts necessary to ensure the payment of all Accrued Professional Compensation.

           10.    Retention by Debtors and Reorganized Debtors of Avoidance and Other Actions and
                  Preference Actions

         Subject to the Plan, all Avoidance Actions and other Causes of Action and Rights of Action, along with any
associated recoveries and settlements, shall remain the property of the Debtors’ estates and the Reorganized Debtors.

F.         TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

           1.     Assumption and Cure of Executory Contracts and Unexpired Leases

         On the Effective Date, in addition to all executory contracts and unexpired leases that have been previously
assumed by the Debtors by order of the Bankruptcy Court, all executory contracts and unexpired leases of the
Reorganized Debtors identified on an Exhibit set forth in the Plan Supplement, in form and substance reasonably
acceptable to Yucaipa and the Debtors, as may be amended prior to the Confirmation Date (the “Contract/Lease
Schedule”), are hereby deemed assumed in accordance with the provisions and requirements of sections 365 and
1123 of the Bankruptcy Code. On or before [____________], 2006, the Debtors will File the Contract/Lease
Schedule; provided however that the Debtors reserve the right to amend the Contract/Lease Schedule at any time up
to fourteen (14) days before the Confirmation Hearing to add a contract or lease and up to three (3) days before the
Confirmation Hearing to delete a contract or lease. All executory contracts or unexpired leases of the
Reorganized Debtors not set forth on the Contract/Lease Schedule (or not previously assumed by the Debtors
by order of the Bankruptcy Court or subject to a Filed motion to assume) that were not previously rejected


                                                          32
K&E 11468239.6
will be rejected as of the Effective Date pursuant to sections 365 and 1123 of the Bankruptcy Code. Any
holder of any Claim arising from the rejection of an executory contract or unexpired lease must File a proof of claim
within the earlier of (a) thirty (30) days following entry of an order by the Bankruptcy Court authorizing rejection of
the applicable contract or lease and (b) thirty (30) days after the Confirmation Date. Entry of the Confirmation
Order by the Bankruptcy Court shall, subject to the occurrence of the Effective Date, constitute approval of such
rejections pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Each executory contract and unexpired
lease assumed and/or assigned pursuant to Article IV of the Plan (or pursuant to other Bankruptcy Court order) shall
remain in full force and effect and be fully enforceable by the applicable Reorganized Debtor(s) in accordance with
its terms, except as modified by the provisions of the Plan, or any order of the Bankruptcy Court authorizing and
providing for its assumption or applicable law. To the extent applicable, all executory contracts or unexpired leases
of Reorganized Debtors assumed pursuant to Article IV, Section 4.01 of the Plan shall be deemed modified such that
the transactions contemplated by the Plan shall not be a “change of control,” however such term may be defined in
the relevant executory contract or unexpired lease and any required consent under any such contract or lease shall be
deemed satisfied by the confirmation of the Plan.

           2.     Cure of Defaults of Assumed Executory Contracts and Unexpired Leases

           Any monetary cure amounts by which each executory contract and unexpired lease to be assumed pursuant
to the Plan is in default shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the
cure amount in Cash on the later of (i) the Effective Date (or as soon as practicable thereafter), (ii) as due in the
ordinary course of business or (iii) on such other terms as the parties to such executory contracts or unexpired leases
may otherwise agree. In the event of a dispute regarding: (1) the amount of any cure payments, (2) the ability of the
Reorganized Debtors or any assignee to provide “adequate assurance of future performance” (within the meaning of
section 365 of the Bankruptcy Code) under the contract or lease to be assumed or assigned, or (3) any other matter
pertaining to assumption, the cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made
following the entry of a Final Order resolving the dispute and approving the assumption. The Debtors will list cure
amounts for executory contracts and unexpired leases on the Contract/Lease Schedule. As more fully set forth in the
Order Under 11 U.S.C. §§ 105(a), 1125(b) and 1126(b) and Fed. R. Bankr. P. 2002, 3017, 3018 and 3020 Approving
(i) Form and Manner of Notice of Disclosure Statement Hearing, (ii) Adequacy of Disclosure Statement,
(iii) Solicitation Procedures for Confirmation of the Joint Plan of Reorganization and (iv) Form and Manner of
Notice of Confirmation Hearing, the failure of any non-Debtor party to an executory contract or unexpired
lease to file and serve an objection to the cure amount listed on the Contract/Lease Schedule for such
executory contract or unexpired lease by December 18, 2006 at 4:00 p.m., prevailing Eastern Standard Time,
shall be deemed consent to such cure amount.

           3.     Indemnification of Directors, Officers and Employees

          As of the Effective Date, (a)all indemnification provisions currently in place (whether in the by-laws,
certificates of incorporation, articles of limited partnership, board resolutions, contracts or otherwise) for the current
directors, officers, employees, attorneys, other professionals and agents of the Debtors shall be deemed to have been
assumed by the Reorganized Debtors, and shall survive effectiveness of the Plan and (b) all indemnification
provisions in place on and prior to the Effective Date for current directors and officers of the Debtors and their
subsidiaries shall survive the Effective Date of the Plan for Claims related to or in connection with any actions,
omissions or transactions occurring prior to the Effective Date. Notwithstanding the foregoing, the assumption of
the indemnification provisions described in this section shall only apply to directors, officers and employees who
remain in their respective capacity as directors, officers and employees for at least two weeks following the first
meeting of the Initial Board (as described in Section 5.04 of the Plan) (the “Assumption Date”).

           4.     Assumption of D&O Insurance Policies

         As of the Effective Date, but subject to the conditions set forth in the last sentence of this section: (a) the
Reorganized Debtors shall be deemed to have assumed all of the Debtors’ directors’ and officers’ liability insurance
policies pursuant to section 365(a) of the Bankruptcy Code; (b) subject to the occurrence of the Effective Date, entry
of the Confirmation Order will constitute the Bankruptcy Court’s approval of the Reorganized Debtors’ foregoing
assumption of each of the directors’ and officers’ liability insurance policies; (c) notwithstanding anything to the
contrary contained in the Plan, Confirmation of the Plan shall not discharge, impair or otherwise modify any post-

                                                           33
K&E 11468239.6
petition indemnity obligations assumed by the foregoing assumption of the directors’ and officers’ liability
insurance policies, and, upon the occurrence of the Effective Date, each such post-petition indemnity obligation will
be deemed and treated as an executory contract that has been assumed by the Debtors under the Plan as to which no
proof of claim need be Filed. Notwithstanding the foregoing, the assumption of the indemnification provisions and
insurance described in this section shall only apply to directors, officers and employees who remain in their
respective capacity as directors, officers and employees for at least two weeks following the Assumption Date (as
defined in Section 4.03 of the Plan).

           5.     Compensation and Benefit Programs

          To the extent provided herein or in the Plan Supplement, all employment and severance agreements and
policies, and all compensation and benefit plans, policies, and programs of the Debtors applicable to their
employees, officers and directors including, without limitation, all savings plans, retirement plans, health care plans,
disability plans, severance benefit agreements and plans, incentive plans, deferred compensation plans and life,
accidental death and dismemberment insurance plans, shall be treated as executory contracts under the Plan, and on
the Effective Date will be deemed assumed pursuant to the provisions of sections 365 and 1123 of the Bankruptcy
Code; and the Debtors’ and Reorganized Debtors’ obligations under such programs to such Persons shall survive
confirmation of the Plan, except for: (a) executory contracts or employee benefit plans specifically rejected pursuant
to the Plan (to the extent that any such rejection does not violate the Bankruptcy Code including, but not limited to,
Sections 1114 and 1129(a)(13) thereof); (b) all employee equity or equity-based incentive plans; and (c) such
executory contracts or employee benefit plans as have previously been rejected, are the subject of pending rejection
procedures or a motion to reject as of the Confirmation Date, or have been specifically waived by the beneficiaries
of any employee benefit plan or contract; provided however, that the Reorganized Debtors’ obligations, if any, to
pay all “retiree benefits” as defined in section 1114(a) of the Bankruptcy Code shall continue to the extent that any
such retiree benefits have been modified in accordance with section 1114 of the Bankruptcy Code. Notwithstanding
the foregoing, the assumption of the indemnification provisions and insurance described in this section shall only
apply to directors, officers and employees who remain in their respective capacity as directors, officers and
employees as of the Effective Date.

           6.     Workers’ Compensation Programs

          As of the Effective Date, the Reorganized Debtors shall continue to honor their post-petition obligations
under: (i) all applicable workers’ compensation laws in states in which the Reorganized Debtors operate; and (ii) the
Debtors’ written contracts, agreements, agreements of indemnity, self-insurer workers’ compensation bonds,
policies, programs, and plans for workers’ compensation and workers’ compensation insurance. Nothing in the Plan
shall limit, diminish, or otherwise alter the Debtors’ or Reorganized Debtors’ defenses, claims, Rights of Action, or
other rights under applicable non-bankruptcy law with respect to any such contracts, agreements, policies, programs,
and plans; provided however, that nothing herein shall be deemed to impose any obligations on the Debtors in
addition to what is provided for in the applicable laws.

           7.     Insurance Policies

          The Plan will constitute a motion to assume the insurance policies that will be set forth on a schedule to the
Plan filed prior to the Confirmation Hearing. Subject to the occurrence of the Effective Date, the entry of the
Confirmation Order will constitute approval of such assumption pursuant to section 365(a) of the Bankruptcy Code
and a finding by the Bankruptcy Court that each such assumption is in the best interest of the Debtors, the Estates
and all parties in interest in the Chapter 11 Cases. Unless otherwise determined by the Bankruptcy Court pursuant
to a final order or agreed to by the parties thereto prior to the Effective Date, no payments are required to cure any
defaults of the Debtors existing as of the Confirmation Date with respect to each such insurance policy set forth on
the schedule to be filed prior to the Confirmation Hearing. To the extent that the Bankruptcy Court determines
otherwise with respect to any insurance policy, the Debtors reserve the right to seek rejection of such insurance
policy or other available relief.

G.         PROVISIONS GOVERNING DISTRIBUTIONS

           1.     Distributions for Claims Allowed as of the Effective Date

                                                          34
K&E 11468239.6
                  (a)      Distributions Under the Plan.

          All distributions will be made on the Effective Date or as soon thereafter as practicable, provided, however,
that all distributions made in respect of the DIP Facility Claims and the First Lien Claims shall be made no later than
the Effective Date; provided further, however, that distributions to holders of Disputed Claims whose Claims
become Allowed after the Effective Date shall be initiated within fifteen (15) days after the end of the calendar
quarter after such Claim becomes Allowed.

         Distributions to holders of Allowed Claims shall be made at the addresses set forth in the Debtors’ records
unless such addresses are superseded by any proofs of Claim (or transfers thereof) that may be Filed prior to the
Distribution Record Date pursuant to Bankruptcy Rule 3001.

          Subject to the provisions of the Plan, property to be distributed hereunder to each unimpaired Class shall be
distributed on the later of (i) the Effective Date or as soon thereafter as is practicable and (ii) the date on which the
distribution to a holder of a Claim in such Class would have been due and payable in the ordinary course of business
or under the terms of the Claim in the absence of the Chapter 11 Cases.

          The Reorganized Debtors or a Disbursing Agent chosen by the Reorganized Debtors will make all
distributions of Cash and securities required to be distributed under the applicable provisions of the Plan; provided
that distributions to holders of Allowed Class 5 Claims shall be made by the Liquidating Trustee; provided, further,
that all distributions made in respect of the DIP Facility Claims and the First Lien Claims shall be made no later than
the Effective Date. The Disbursing Agent may employ or contract with other entities to assist in or make the
distributions required by the Plan. Each Disbursing Agent will serve without bond, and each Disbursing Agent,
other than the Reorganized Debtors and the Liquidating Trustee, will receive, without further Bankruptcy Court
approval, reasonable compensation for distribution services rendered pursuant to the Plan and reimbursement of
reasonable out-of-pocket expenses incurred in connection with such services from the Reorganized Debtors on terms
acceptable to the Reorganized Debtors.

          Cash payments made pursuant to the Plan will be in U.S. dollars by checks drawn on or wire transfers from
a bank selected by the Disbursing Agent. Cash payments of $1,000,000 or more to be made pursuant to the Plan
will, to the extent requested in writing no later than five (5) days after the Confirmation Date, be made by wire
transfer from a bank. Cash payments to foreign creditors, if any, may be made, at the option of the Disbursing
Agent, in such funds and by such means as are necessary or customary in a particular foreign jurisdiction.

                  (b)      Timing and Methods of Distributions.

                           (i)       Compliance with Tax Requirements

         In connection with the Plan, to the extent applicable, each Disbursing Agent must comply with all tax
withholding and reporting requirements imposed on it by any governmental unit, and all distributions pursuant to the
Plan will be subject to such withholding and reporting requirements. Each Disbursing Agent will be authorized to
take any and all actions that may be necessary or appropriate to comply with such withholding and reporting
requirements.

          Notwithstanding any other provision of the Plan: (i) each holder of an Allowed Claim that is to receive a
distribution of Cash pursuant to the Plan will have sole and exclusive responsibility for the satisfaction and payment
of any tax obligations imposed by any governmental unit, including income, withholding and other tax obligations,
on account of such distribution; and (ii) no distribution will be made to or on behalf of such holder pursuant to the
Plan unless and until such holder has made arrangements satisfactory to the applicable Disbursing Agent for the
payment and satisfaction of such tax obligations. Any Cash to be distributed pursuant to the Plan will, pending the
implementation of such arrangements, be treated as an undeliverable distribution pursuant to the Plan.




                                                           35
K&E 11468239.6
                            (ii)     Pro Rata Distribution

         When the Plan provides for Pro Rata distribution, the consideration to be distributed under the Plan shall be
divided Pro Rata among the holders of Allowed Claims of the relevant Class for that particular Debtor.

                            (iii)    Distribution Record Date

          As of the close of business on the Distribution Record Date, no Disbursing Agent will have any obligation
to recognize the transfer of any Claim occurring after the Distribution Record Date, and will be entitled for all
purposes relating to the Plan to recognize and deal only with those holders of record as of the close of business on
the Distribution Record Date. Distributions under the Plan shall be made by the applicable Disbursing Agent, for
the benefit of the holders of Allowed Administrative Expense Claims and Allowed Claims on the Debtors’
respective books and records, unless such addresses are superseded by addresses listed on any proofs of Claim (or
transfers thereof) Filed prior to the Distribution Record Date pursuant to Bankruptcy Rule 3001.

           2.     Special Procedures for Lost, Stolen, Mutilated or Destroyed Instruments

          In addition to any requirements under the bylaws or other applicable organizational documents of the
Debtors, any holder of a Claim evidenced by a certificated instrument (as defined in section 9-102(47) of the
Uniform Commercial Code, as in effect and as modified or amended from time to time) that has been lost, stolen,
mutilated or destroyed will, in lieu of surrendering such instrument, deliver to the Disbursing Agent: (a) evidence
satisfactory to the applicable Disbursing Agent of such loss, theft, mutilation or destruction; and (b) such security or
indemnity as may be required by the applicable Disbursing Agent to hold the applicable Disbursing Agent harmless
from any damages, liabilities or costs incurred in treating such individual as a holder of an instrument. Upon
compliance with the Plan, the holder of a Claim evidenced by such an instrument will, for all purposes under the
Plan, be deemed to have surrendered an instrument, as applicable.

           3.     Delivery and Distributions and Undeliverable or Unclaimed Distributions

         Any Person that is entitled to receive a Cash distribution under the Plan but that fails to cash a check within
ninety (90) days of its issuance shall be entitled to receive a reissued check from the Reorganized Debtors for the
amount of the original check, without any interest, if such Person requests the applicable Disbursing Agent to
reissue such check and provides the applicable Disbursing Agent with such documentation as the applicable
Disbursing Agent requests to verify that such Person is entitled to such check, prior to the first (1st) anniversary of
the Effective Date. If a Person fails to cash a check within ninety (90) days of its issuance and fails to request
reissuance of such check prior to the first (1st) anniversary of the Effective Date, such Person shall not be entitled to
receive any distribution under the Plan. If the distribution to any holder of an Allowed Claim is returned to a
Disbursing Agent as undeliverable, no further distributions will be made to such holder unless and until the
Disbursing Agent is notified in writing of such holder’s then-current address. Undeliverable distributions will
remain in the possession of the Disbursing Agent pursuant to the Plan until such time as a distribution becomes
deliverable. Any distribution that is not claimed within one (1) year of the Effective Date shall be deemed
property of the Reorganized Debtors.

           4.     Setoffs

          Except with respect to Claims released pursuant to the Plan or any contract, instrument, release, indenture
or other agreement or document created in connection with the Plan, the Reorganized Debtors may, pursuant to
section 553 of the Bankruptcy Code or applicable non-bankruptcy law, set off against any Allowed Claim and the
distributions to be made pursuant to the Plan on account of such Claim (before any distribution is made on account
of such Claim) the Claims, rights and causes of action of any nature that any of the Reorganized Debtors may hold
against the holder of such Allowed Claim; provided, however, that neither the failure to effect such a setoff nor the
allowance of any Claim hereunder will constitute a waiver or release by the Reorganized Debtors of any such
Claims, rights and causes of action that the Debtors or the Reorganized Debtors may possess against such holder;
provided, further that, notwithstanding the foregoing, any payments required to be made to the First Lien Agent, on



                                                           36
K&E 11468239.6
behalf of the First Lien Lenders, and the DIP Agent, on behalf of the DIP Lenders, under the Plan shall be made
without setoff.

H.         PROCEDURES FOR RESOLVING DISPUTED CLAIMS OR INTERESTS

           1.     Treatment of Disputed Claims

         Notwithstanding any other provisions of the Plan, no payments or distributions will be made on account of
a Disputed Claim until such Claim or Interest becomes an Allowed Claim. The Reorganized Debtors (and with the
respect to Class 5 Claims, the Liquidating Trustee) may, at any time, request that the Bankruptcy Court estimate any
contingent or unliquidated Claim pursuant to section 502(c) of the Bankruptcy Code, irrespective of whether any
Debtor (and with the respect to Class 5 Claims, the Liquidating Trustee) previously objected to such Claim or
whether the Bankruptcy Court has ruled on any such objection. The Bankruptcy Court will retain jurisdiction to
estimate any contingent or unliquidated Claim at any time during litigation concerning any objection to the Claim,
including during the pendency of any appeal relating to any such objection. If the Bankruptcy Court estimates any
contingent or unliquidated Claim, that estimated amount will constitute either the Allowed amount of such Claim or
a maximum limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a
maximum limitation on such Claim, the Reorganized Debtors (and with the respect to Class 5 Claims, the
Liquidating Trustee) may elect to pursue any supplemental proceedings to object to any ultimate payment on
account of such Claim. All of these Claim objection, estimation and resolution procedures are cumulative and not
necessarily exclusive of one another. In addition to seeking estimation of Claims as provided in the Plan, the
Reorganized Debtors (and with the respect to Class 5 Claims, the Liquidating Trustee) may resolve or adjudicate
certain Disputed Claims of holders in Unimpaired Classes in the manner in which the amount of such Claim and the
rights of the holder of such Claim would have been resolved or adjudicated if the Chapter 11 Cases had not been
commenced, subject to any applicable discharge and limitations on amounts of Claims and remedies available under
bankruptcy law. Claims may be subsequently compromised, settled, withdrawn or resolved by the the Reorganized
Debtors (and with the respect to Class 5 Claims, the Liquidating Trustee) without order of the Bankruptcy Court.

         The Debtors currently contemplate that the Liquidating Trust will be funded only with the General
Unsecured Claim Distribution. If the Debtors and Reorganized Debtors, as applicable in their respective sole
discretion, determine not to pursue such Avoidance Actions, the Liquidating Trust will have the right to pursue the
Avoidance Actions that are part of the General Unsecured Claim Distribution, but the Debtors and the Reorganized
Debtors shall have no obligation to provide any funding to such Liquidating Trust except as provided in the first
sentence of this paragraph.

           2.     Objections to Claims and Interests; Prosecution of Disputed Claims and Disputed Interests

          The right to prosecute, File, litigate and settle objections to Disputed Claims and Disputed Interests,
whether or not the subject of litigation pending as of the Effective Date, shall be deemed automatically transferred
by the Debtors and their Estates to the Reorganized Debtors (and, as to Class 5 Claims only, the Liquidating Trust)
as of the Effective Date. Except as set forth herein, from and after the Effective Date, only the Reorganized Debtors
and, with respect to Class 5 Claims only, the Liquidating Trustee, shall have the right to File, litigate or settle any
objections to Disputed Claims and Disputed Interests. To the extent necessary to take or do any of the foregoing
actions, each of the Reorganized Debtors and the Liquidating Trustee shall be deemed to be an estate representative
of its respective estate pursuant to and as contemplated by Section 1123(b)((3) of the Bankruptcy Code.
Notwithstanding the foregoing or any other provision of the Plan, the Debtors and the Reorganized Debtors shall
have the right but not the obligation to File, litigate or settle an objections to Disputed Claims in Class 5 to the extent
the Debtors or the Reorganized Debtors or their respective insurance carriers are or could be liable in any way for
payment, indemnification or any cost or expense arising from or related to such Class 5 Claims.

         Except as otherwise provided in the Plan, objections to any Disputed Claim or Disputed Interest shall be
Filed within the later of ninety (90) days after (a) the Effective Date and (b) the date the Claim or Interest, as
applicable, is Filed, or within such additional period of time as the Bankruptcy Court may allow upon motion made
by the Reorganized Debtors (or, with respect to Class 5 Claims only, the Liquidating Trustee) (which may be made
on an ex parte basis), within such ninety (90)_day period (the “Claims Objection Bar Date”).


                                                            37
K&E 11468239.6
         Except as set forth herein, notwithstanding that the Reorganized Debtors shall have the right to File
objections to Claims and Interests, litigate and settle objections to Disputed Claims and Disputed Interests on behalf
of the Debtors and their Estates, nothing contained herein shall be deemed to obligate the Reorganized Debtors to
take any such actions, all of which shall be determined by the Reorganized Debtors in their sole and absolute
discretion; provided, however, that the Liquidating Trustee shall have the right to file objections to any Disputed
Class 5 Claim.

          From and after the Effective Date, the Reorganized Debtors or the Liquidating Trustee, as applicable, may
settle or compromise any Disputed Claim or Disputed Interest without approval of the Bankruptcy Court.

        THE DEBTORS HAVE NOT FULLY REVIEWED THE CLAIMS AND INTERESTS IN THE
CHAPTER 11 CASES OR DETERMINED WHETHER OBJECTIONS TO CLAIMS AND INTERESTS EXIST.
THIS INVESTIGATION IS ONGOING AND WILL OCCUR, IN LARGE PART, AFTER THE
CONFIRMATION DATE. AS A RESULT, CREDITORS AND OTHER PARTIES-IN-INTEREST ARE
HEREBY ADVISED THAT, NOTWITHSTANDING THAT THE EXISTENCE OF ANY PARTICULAR
OBJECTION TO A DISPUTED CLAIM OR DISPUTED INTEREST MAY NOT BE LISTED, DISCLOSED OR
SET FORTH IN THE PLAN, AN OBJECTION TO A CLAIM OR INTEREST MAY BE BROUGHT AGAINST
ANY CREDITOR, INTEREST HOLDER OR PARTY-IN-INTEREST AT ANY TIME, SUBJECT TO THE TIME
LIMITATIONS SET FORTH IN ARTICLE V, SECTION 5.15 OF THE PLAN. IN ADDITION TO THE
FOREGOING, THE REORGANIZED DEBTORS RETAIN AND HEREBY RESERVE THE RIGHT TO OBJECT
TO (i) ANY CLAIMS OR INTERESTS FILED AFTER THE BAR DATE AND (ii) ANY CLAIMS FILED IN
ORDER TO SET FORTH DAMAGES ARISING FROM THE REJECTION OF AN EXECUTORY CONTRACT
OR OTHER AGREEMENT WITH THE DEBTORS.

           3.     Distributions on Account of Disputed Claims Once They Are Allowed

         Within fifteen (15) days following the end of each calendar quarter, the applicable Disbursing Agent will
make all distributions on account of any Disputed Claim that has become an Allowed Claim in accordance with the
Plan. Such distributions will be made pursuant to the provisions of the Plan governing the applicable Class.
Notwithstanding the foregoing, distributions to holders of any Disputed Secured Claims shall be paid as soon as
practicable after such Claims are Allowed.

           4.     Interest on Claims

          Unless otherwise specifically provided for or contemplated elsewhere in the Plan or Confirmation Order, or
required by applicable bankruptcy law to render a Claim Unimpaired or otherwise, postpetition interest shall not
accrue or be paid on any Claims and no holder of a Claim shall be entitled to interest accruing on or after the
Petition Date on any Claim, other than Secured Claims to the extent required by the applicable documents giving
rise to such Claims; provided, however, that to the extent a holder of a Secured Claim has a Deficiency Claim on
account of such Secured Claim, interest shall not accrue on or after the Petition Date on the Secured Claim or the
Deficiency Claim.

I.         CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN

           1.     Conditions Precedent to Confirmation

The conditions to Confirmation of the Plan of each Debtor shall be the following:

                  (a)      a finding by the Bankruptcy Court that the requirements of 11 U.S.C. § 1129 have
                           been satisfied;

                  (b)      the Confirmation Order and supporting findings of fact/conclusions of law shall
                           (i) be reasonably acceptable in form and substance to the Debtors, (ii) be reasonably
                           acceptable in form and substance to the Plan Proponents, and (iii) expressly



                                                         38
K&E 11468239.6
                          authorize and direct the Debtors and applicable third parties to perform the actions
                          that are conditions to the effectiveness of the Plan; and

                 (c)      the Plan Supplement shall be Filed.

           2.    Conditions Precedent to the Effective Date

         The Plan shall not become effective with respect to any Debtor unless and until it has been confirmed with
respect to such Debtor and the following conditions have been satisfied in full or waived by the Plan Proponents:

                 (a)      the Confirmation Order and supporting findings of fact and conclusions of law shall
                          be entered by the Bankruptcy Court in form and substance reasonably acceptable to
                          Yucaipa and the Debtors and shall have become a Final Order;

                 (b)      The Debtors and Yucaipa shall have received all material contractual consents,
                          approvals, permits, authorizations, exemptions, consents, licenses and agreements
                          from third parties that are necessary for the consummation of the Plan and
                          transactions contemplated thereby and for the Reorganized Debtors to continue to
                          carry on their businesses without material change, none of which shall contain any
                          condition or restriction that, in the Debtors’ and Yucaipa’s reasonable judgment,
                          materially impairs the Reorganized Debtors’ ability to carry on their respective
                          businesses.

                 (c)      The Plan Documents shall have been prepared, negotiated and, to the extent
                          applicable, executed by the applicable parties, and approval by the Bankruptcy
                          Court of such documents, as necessary, shall have been obtained. All such Plan
                          Documents (in form and substance reasonably satisfactory to Yucaipa), to the extent
                          applicable, shall be in effect, shall not have been modified without Yucaipa’s
                          consent and the consummation of the transactions contemplated thereby shall not
                          be stayed, and all conditions to the obligations of the parties under such Plan
                          Documents shall have been satisfied or effectively waived.

                 (d)      All corporate and other proceedings to be taken by the Debtors in connection with
                          the Plan Documents and the consummation of the transactions contemplated
                          thereby and by the Plan and all documents incident thereto shall have been
                          completed in form and substance reasonably satisfactory to Yucaipa (including
                          without limitation the Exit Financing), and Yucaipa shall have received all such
                          counterpart originals or certified or other copies of the Plan Documents and such
                          other documents as they may reasonably request.

                 (e)      Since October 27, 2006, (A) no law shall have been enacted and in effect that
                          restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal
                          the performance of any of the Plan Documents or the consummation of any of the
                          transactions contemplated thereby or by the Plan (B) no preliminary or permanent
                          injunction or other order shall have been entered by any court or other
                          governmental entity that restrains, enjoins, prevents, delays, prohibits, imposes
                          materially adverse conditions upon or otherwise makes illegal the performance of
                          any of the Plan Documents or the consummation of any of the transactions
                          contemplated thereby or by the Plan shall have been issued and remain in effect;
                          and (C) no governmental entity shall have instituted any proceeding that seeks to
                          restrain, enjoin, prevent, delay, prohibit or otherwise make illegal the performance
                          of any of the Plan Documents or the consummation of any of the transactions
                          contemplated thereby or by the Plan.




                                                        39
K&E 11468239.6
                  (f)      The persons designated by the holders of Second Lien Claims to become directors of
                           the Reorganized Debtors, as applicable, shall have been elected or appointed to the
                           Board of Directors of the Reorganized Debtors effective as of the Effective Date, and
                           directors’ and officers’ liability insurance shall be available to such directors on
                           terms reasonably satisfactory to Yucaipa.

                  (g)      the forms of documents set forth in the Plan Supplement are reasonably satisfactory
                           to the Debtors and Yucaipa.

                  (h)      Subsequent to the Confirmation Date, (a) there shall not have been filed or
                           otherwise instituted against the Debtors any suit, action, investigation, inquiry or
                           other proceeding by or before any court of competent jurisdiction (excluding the
                           Chapter 11 Cases) and (b) there shall not be pending or have been filed or otherwise
                           instituted against the Debtors any action by a governmental unit that constitutes the
                           exercise of a police power, in either case of subparagraph (a) and (b) which is
                           reasonably likely to have a Material Adverse Effect on the Debtors.

                  (i)      all other actions and documents necessary to implement the treatment of Claims
                           and Interests shall have been effected or executed or, if waivable, waived by the
                           Person or Persons entitled to the benefit thereof.

           3.     Waiver of Conditions

         The Debtors and Yucaipa may waive any or all of the conditions set forth in Sections 6.01 and 6.02 of the
Plan without leave of or order of the Bankruptcy Court and without any formal action; provided that each of the
Debtors and Yucaipa, as applicable, shall have obtained the consent of the other Plan Proponent, which consent may
be granted or withheld in such Plan Proponent’s sole and absolute discretion.

           4.     Effect of Failure of Conditions to Consummation

         In the event that the Effective Date does not occur within six months following entry of the Confirmation
Order, upon notification submitted by the Debtors to the Bankruptcy Court: (a) the Confirmation Order shall be
vacated, (b) no distributions under the Plan shall be made, (c) the Debtors and all holders of Claims and Interests
shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though the
Confirmation Date had never occurred, and (d) the Debtors’ obligations with respect to the Claims and Interests
shall remain unchanged (except to the extent of any payments made after entry of the Confirmation Order but prior
to the Effective Date) and nothing contained in the Plan shall constitute or be deemed a waiver or release of any
Claims or Interests by or against the Debtors or any other Person or to prejudice in any manner the rights of the
Debtors or any Person in any further proceedings involving the Debtors.

           5.     Order Denying Confirmation

          If an order denying confirmation of the Plan is entered by the Bankruptcy Court, then the Plan shall be null
and void in all respects, and nothing contained in the Plan shall (a) constitute a waiver or release of any Claims
against or Interests in the Debtors, (b) prejudice in any manner the rights of the holder of any Claim against, or
Interest in, the Debtors, (c) prejudice in any manner any right, remedy or Claim of the Debtors, or (d) be deemed an
admission against interest by the Debtors, Yucaipa, the Official Committee or any Official Committee’s respective
members.

J.         CONFIRMATION OF PLAN OVER DISSENTING CLASSES

         In the event at least one Impaired Class of Claims votes to accept the Plan (and at least one Impaired Class
either votes to reject the Plan or is deemed to have rejected the Plan), one or more of the Debtors, as appropriate,
shall request the Bankruptcy Court to confirm the Plan under section 1129(b) of the Bankruptcy Code.



                                                         40
K&E 11468239.6
K.         DISCHARGE, RELEASE, INJUNCTIVE AND RELATED PROVISIONS

           1.     Discharge of Reorganized Debtors and Injunction

          Except as otherwise provided in the Plan or the Confirmation Order: (i) on the Effective Date, each
Reorganized Debtor shall be deemed discharged and released from all Claims and Interests, including, but not
limited to, demands, liabilities, Claims and Interests that arose before the Effective Date and all debts of the kind
specified in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not: (A) a proof of Claim or proof
of Interest based on such debt or Interest is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code,
(B) a Claim or Interest based on such debt or Interest is Allowed pursuant to section 502 of the Bankruptcy Code,
(C) the holder of a Claim or Interest based on such debt or Interest has accepted the Plan or (D) such Claim is listed
in the Schedules; and (ii) all Persons shall be precluded from asserting against each Reorganized Debtor, its
successors, or its assets or properties any other or further Claims or Interests based upon any act or omission,
transaction or other activity of any kind or nature that occurred prior to the Effective Date. Except as otherwise
provided in the Plan or the Confirmation Order, upon the occurrence of the Effective Date, the Confirmation Order
shall act as a discharge of any and all Claims against and all debts and liabilities of the Reorganized Debtors, as
provided in sections 524 and 1141 of the Bankruptcy Code, and such discharge shall void any judgment against each
Reorganized Debtor at any time obtained to the extent that it relates to a Claim discharged.

         Except as otherwise provided in the Plan or in any contract, instrument, release or other agreement entered
into or delivered in connection with the Plan, on the Effective Date, all mortgages, deeds of trust, Liens or other
security interests against the property of any Estate shall be fully released and discharged, and all of the right, title
and interest of any holder of such mortgages, deeds of trust, Liens or other security interests, including any rights to
any collateral thereunder, will revert to the applicable Reorganized Debtor and its successors and assigns.

      UPON THE OCCURRENCE OF THE EFFECTIVE DATE AND EXCEPT AS OTHERWISE
PROVIDED IN THE PLAN OR THE CONFIRMATION ORDER, ALL PERSONS THAT HAVE HELD,
CURRENTLY HOLD OR MAY HOLD A CLAIM OR OTHER DEBT OR LIABILITY OR AN INTEREST OR
OTHER RIGHT OF SUCH HOLDERS, ARE PERMANENTLY ENJOINED FROM TAKING ANY OF THE
FOLLOWING ACTIONS ON ACCOUNT OF ANY SUCH CLAIMS, DEBTS, LIABILITIES, INTERESTS OR
RIGHTS: (A) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION OR OTHER
PROCEEDING AGAINST ANY OF THE DEBTORS OR REORGANIZED DEBTORS OR THEIR
RESPECTIVE PROPERTY; (B) ENFORCING, ATTACHING, COLLECTING OR RECOVERING IN ANY
MANNER ANY JUDGMENT, AWARD, DECREE OR ORDER AGAINST ANY OF THE DEBTORS OR
REORGANIZED DEBTORS OR THEIR RESPECTIVE PROPERTY; (C) CREATING, PERFECTING OR
ENFORCING ANY LIEN OR ENCUMBRANCE AGAINST ANY OF THE DEBTORS OR REORGANIZED
DEBTORS OR THEIR RESPECTIVE PROPERTY; (D) ASSERTING A SETOFF, RIGHT OF
SUBROGATION OR RECOUPMENT OF ANY KIND AGAINST ANY OBLIGATION DUE TO ANY OF THE
DEBTORS OR REORGANIZED DEBTORS; AND (E) COMMENCING OR CONTINUING ANY ACTION, IN
ANY MANNER, IN ANY PLACE THAT DOES NOT COMPLY WITH OR IS INCONSISTENT WITH THE
PROVISIONS OF THE PLAN.

         Any Person injured by any willful violation of such injunction shall recover actual and consequential
damages, including costs and attorneys’ fees, and, in appropriate circumstances, may recover punitive damages,
from the willful violator.

           2.     Releases by the Debtors

         On the Effective Date, the Debtors and Reorganized Debtors, in their individual capacities and as Debtors
in Possession, will be deemed to forever release, waive and discharge all Claims, obligations, suits, judgments,
damages, demands, debts, rights, causes of action, remedies and liabilities whatsoever (other than the rights of the
Debtors or Reorganized Debtors to enforce the Plan and the contracts, instruments, releases, indentures and other
agreements or documents delivered thereunder), whether liquidated or unliquidated, fixed or contingent, matured or
unmatured, known or unknown, foreseen or unforeseen, existing as of the Effective Date or thereafter arising, in
law, equity, whether for tort, fraud, contract or otherwise that are based in whole or in part on any act, omission,
transaction, event or other occurrence taking place prior to or on the Effective Date arising from or related in any

                                                           41
K&E 11468239.6
way related to Debtors, the Chapter 11 Cases, the Plan or the Disclosure Statement, and that could have been
asserted by or on behalf of the Debtors or their Estates or the Reorganized Debtors, whether directly, indirectly,
derivatively or in any representative or any other capacity, (collectively, the “Debtor Released Claims”) against the
following Persons (the “Debtor Releasees”): (i) other than for money borrowed from or owed to the Debtors by any
such directors, officers or employees as set forth in the Debtors’ books and records or with respect to Avoidance
Actions, the current directors, officers and employees of the Debtors and current advisors (including any current
attorneys, financial advisors, investment bankers and accountants) of the foregoing; (ii) the current members of the
Official Committee (solely in their capacity as such members) and the Official Committee’s advisors (including any
current attorneys, financial advisors, investment bankers, accountants and other professionals retained by such
Persons); (iii) the DIP Agent and the DIP Lenders, their respective officers, directors, employees, partners,
members, managers and advisors (including attorneys, financial advisors, investment bankers, accountants and other
professionals retained by such Persons); (iv) the First Lien Agent and the First Lien Lenders, their respective
officers, directors, employees, partners, members, managers and advisors (including attorneys, financial advisors,
investment bankers, accountants and other professionals retained by such Persons); (v) the agent and lenders under
the Second Lien Credit Agreement, the holders of the Second Lien Claims, the agent under the Junior DIP Facility,
the lenders under the Junior DIP Facility and their respective officers, directors, employees, partners, members,
managers and advisors (including attorneys, financial advisors, investment bankers, accountants and other
professionals retained by such Persons);and (vi) Yucaipa, its respective officers, directors, employees, partners,
members, managers and advisors (including any attorneys, financial advisors, investment bankers, accountants and
other professionals retained by such Persons). Notwithstanding anything to the contrary in this section, the release
of the Debtor Released Claims shall be of no force and effect in favor of any director, officer or employee of the
Debtors and current advisors (including any current attorneys, financial advisors, investment bankers and
accountants) of the foregoing who asserts any Claim against the Debtors for indemnification, damages or any other
Cause of Action other than for unpaid compensation, wages or benefits that arose in the ordinary course of the
Debtors’ business.

          The Debtors do not believe that any valid potential actions exist against the Debtor Releasees.
Additionally, the Debtors have not been made aware of any potential actions against the Debtor Releasees. Since
March 2006, the financial advisors to the Official Committee have had access to, among other things, (i) the
Debtors’ 2005 Credit Agreements and (ii) the documents related to the Debtors’ 2004 acquisition of Leaseway. The
Official Committee has not pursued, or informed the Debtors, of any valid potential actions against the Debtor
Releasees arising from such transactions. Additionally, the Debtors believe that litigating over the validity of any
theoritically potential claims against the Debtor Releasees would require a significant expenditure of the Debtors’
time and resources and would unnecessarily impair the Debtors’ businesses and the administration of the Debtors’
Chapter 11 Cases, particularly in light of the fact that the DIP Facility expires in January 2007.

         Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy
Rule 9019, of the Debtor release, which includes by reference each of the related provisions and definitions
contained in the Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor release is: (a) in
exchange for good and valuable consideration provided by the Debtor Releasees, representing good faith settlement
and compromise of the Claims released by the Debtor release; (b) in the best interests of the Debtors and all holders
of Claims; (c) fair, equitable and reasonable; (d) approved after due notice and opportunity for hearing; and (e) a bar
to the Debtors, the Reogranized Debtors or any other Person acting on behalf of them asserting any Claim released
by the Debtor release against any of the Debtor Releasees or their respective property.

           3.     Third-Party Release

          To the fullest extent permitted under applicable law and notwithstanding anything contained in the Plan to
the contrary, on the Effective Date, all holders of Claims and Interests that have voted or been deemed to vote to
accept the Plan, in consideration for the obligations of the Debtors and Reorganized Debtors under the Plan, the
obligations of Yucaipa, and other contracts, instruments, releases, agreements or documents to be delivered in
connection with the Plan, and each entity (other than the Debtors) that has held, holds or may hold a Claim or
Interest, as applicable, will be deemed to forever release, waive and discharge all Claims, demands, debts, rights,
causes of action, remedies or liabilities (other than the right to enforce the Debtors’ or Reorganized Debtors’
obligations under the Plan, and the contracts, instruments, releases, agreements and documents delivered under the


                                                          42
K&E 11468239.6
Plan), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen
or unforeseen, existing as of the Effective Date or thereafter arising, in law, at equity, whether for tort, fraud,
contract, or otherwise, based in whole or in part on any act or omission, transaction, event or other occurrence taking
place prior to or on the Effective Date arising from or related in any way to the Debtors, including those in any way
related to the Chapter 11 Cases, the Plan or the Disclosure Statement against (i) Yucaipa, (ii) the current directors,
officers, employees and advisors (including any current attorneys, financial advisors, investment bankers,
accountants and other professionals) of the Debtors, (iii) the members of the Official Committee (solely in their
capacity as such members), (iv) the DIP Agent, (v) the DIP Lenders, (vi) the First Lien Agent, (vii) the First Lien
Lenders, (viii) the agent and lenders under the Second Lien Credit Agreement, the holders of the Second Lien
Claims, the agent under the Junior DIP Facility and (ix) the respective affiliates and current officers, partners,
directors, employees, agents, members, stockholders, advisors (including any current attorneys, financial advisors,
investment bankers and accountants) and professionals of the foregoing; provided, however, that the releases set
forth in Article V, Section 5.13(b) of the Plan shall not apply to acts or omissions that are the result of gross
negligence or willful misconduct or, with respect to current officers and directors (and their respective affiliates and
current officers, partners, directors, employees, agents, members, stockholders, advisors (including any current
attorneys, financial advisors, investment bankers and accountants) and professionals), Avoidance Actions.
Notwithstanding any provision in the Plan or any order confirming the Plan, no non-debtor person or entity will be
released or discharged from (1) any liability imposed by the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), 29 U.S.C. sections 1001-1461 (2000 & Supp. II 2002), with respect to the Debtors' Pension
Plans, (2) from any liability arising with respect to any transaction involving any of the Debtors' stock owned by the
Debtors' Pension Plans at any time and/or (3) any claims of the New York State Department of Taxation and
Finance for sales and withholding taxes.

          The Debtors believe the releases set forth in the Plan are reasonable and appropriate given the extraordinary
facts and circumstances of these cases. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s
approval, pursuant to Bankruptcy Rule 9019, of the release described in Article V, Section 5.13(b) of the Plan,
which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall
constitute the Bankruptcy Court’s finding that the release described in Article V, Section 5.13(b) of the Plan is:
(a) in exchange for good and valuable consideration provided, representing good faith settlement and compromise of
the Claims released by the release; (b) in the best interests of the Debtors and all holders of Claims; (c) fair,
equitable and reasonable; (d) approved after due notice and opportunity for hearing; and (e) a bar to the Debtors, the
Reorganized Debtors or any other Person acting on behalf of them asserting any Claim released by the release
described in Article V, Section 5.13(b) of the Plan against any of the Persons or entities listed in Section 5.13(b)
herein or their respective property.

        Any action brought against any party receiving a release hereunder for any matter or thing related to the
Chapter 11 Cases or the Plan must be brought in Bankruptcy Court.

           4.     Rights of Action

          Except as set forth in Article V, Section 5.16 of the Plan, in accordance with section 1123(b) of the
Bankruptcy Code, the Reorganized Debtors, to the extent set forth below, and their respective successors, any
assigns hereunder and future assigns will retain and may exclusively enforce any Rights of Action subject only to
any express waiver or release thereof by the Debtors in the Plan or in any other contract, instrument, release,
indenture or other agreement entered into in connection with the Plan or entered into otherwise by the Debtors (and
consented to by Yucaipa in its sole discretion), and the Confirmation Order’s approval of the Plan shall be deemed a
res judicata determination of such rights to retain and exclusively enforce such Rights of Action, and none of such
Rights of Action is deemed waived, released or determined by virtue of the entry of the Confirmation Order or the
occurrence of the Effective Date, notwithstanding that the specific Claims and Rights of Action are not identified or
described. Absent such express waiver or release by the Debtors, the Reorganized Debtors, or their respective
successors or assigns (with the consent of Yucaipa) may pursue Rights of Action, as appropriate, in accordance with
the best interests of the Reorganized Debtors (or their successors or future assigns). In the event the Debtors or
Reorganized Debtors, as applicable, determine to not prosecute Avoidance Actions, such Avoidance Actions will
transfer to the Liquidating Trust. All Rights of Action may be asserted or prosecuted before or after solicitation of
votes on the Plan or before or after the Effective Date.


                                                          43
K&E 11468239.6
         Absent an express waiver or release as referenced above, nothing in the Plan shall (or is intended to)
prevent, estop or be deemed to preclude the Reorganized Debtors from utilizing, pursuing, prosecuting or otherwise
acting upon all or any of their Rights of Action and, therefore, no preclusion doctrine, including, without limitation,
the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or
otherwise) or laches shall apply to such Rights of Action upon or after Confirmation, the Effective Date or the
consummation of the Plan. By example only, and without limiting the foregoing, the utilization or assertion of a
Right of Action, or the initiation of any proceeding with respect thereto against a Person, by the Reorganized
Debtors or any successor to or assign of them, shall not be barred (whether by estoppel, collateral estoppel, res
judicata or otherwise) as a result of: (a) the solicitation of a vote on the Plan from such Person or such Person’s
predecessor in interest; (b) the Claim, Interest or Administrative Expense Claim of such Person or such Person’s
predecessor in interest having been listed in a Debtor’s Schedules, List of Holders of Interests, or in the Plan,
Disclosure Statement or any exhibit thereto; (c) prior objection to or allowance of a Claim or, Interest of the Person
or such Person’s predecessor in interest; or (d) Confirmation of the Plan.

         Notwithstanding any allowance of a Claim, the Reorganized Debtors (and with respect to Class 5 Claims,
the Liquidating Trustee) reserve the right to seek, among other things, to have such Claim disallowed if the
Reorganized Debtor (and with respect to Class 5 Claims, the Liquidating Trustee), at the appropriate time,
determines that it has a defense under 11 U.S.C. § 502(d), e.g., the Reorganized Debtor holds a Right of Action for
an avoidance claim against the Holder of such Claim and such Holder after demand refuses to pay the amount due in
respect thereto.

           5.     Preservation of Rights of Action and Causes of Action

          The Debtors are currently investigating whether to pursue potential Rights of Action and Causes of Action
(collectively, the “Actions”) against other parties and entities. The investigation has not been completed to date, and
under the Plan, the Reorganized Debtors retain all rights on behalf of the Debtors and the Estates to commence or
pursue any and all Actions (under any theory of law, including, without limitation, the Bankruptcy Code, and in any
court or other tribunal including, without limitation, in an adversary proceeding filed in the Chapter 11 Cases)
discovered in such an investigation to the extent the Reorganized Debtors deem appropriate. The Debtors will file
in the Plan Supplement a list of potential Actions being investigated by the Debtors, which may but need not (if at
all) be pursued by the Debtors prior to the Effective Date and by the Reorganized Debtors after the Effective Date.
This list is for informational purposes only and the failure to list any such Action in the Plan Supplement is not
intended to limit the rights of the Reorganized Debtors to pursue any Action.

         Potential Actions may be legal, equitable or statutory in nature, arising out of, or in connection with the
Debtors’ businesses or operations, including, without limitation, the following: possible claims against vendors,
landlords, sublessees, assignees, customers or suppliers for warranty, indemnity, back charge/set-off issues,
overpayment or duplicate payment issues and collections/accounts receivable matters; deposits or other amounts
owed by any creditor, lessor, utility, supplier, vendor, landlord, sublessee, assignee, or other entity; employee,
management or operational matters; claims against landlords, sublessees and assignees arising from the various
leases, subleases and assignment agreements relating thereto, including, without limitation, claims for overcharges
relating to taxes, common area maintenance and other similar charges; financial reporting; environmental, and
product liability matters; actions against insurance carriers relating to coverage, indemnity or other matters;
counterclaims and defenses relating to notes or other obligations; contract or tort claims which may exist or
subsequently arise; and any and all Avoidance Action claims.

          In addition, there may be numerous Actions which currently exist or may subsequently arise that are not set
forth in the Plan Supplement, because the facts upon which such Actions are based are not currently or fully known
by the Debtors and, as a result, can not be raised during the pendency of the Chapter 11 Cases (collectively, the
“Unknown Actions”). The failure to list any such Unknown Action in the Plan Supplement is not intended to limit
the rights of the Reorganized Debtors to pursue any Unknown Action to the extent the facts underlying such
Unknown Action subsequently become known to the Debtors.

         The potential net proceeds from the Actions identified in the Plan Supplement, or which may subsequently
arise or be pursued, are speculative and uncertain and the Debtors cannot determine the value, if any, of such
recoveries. The Debtors and the Reorganized Debtors do not intend, and it should not be assumed that because any

                                                          44
K&E 11468239.6
existing or potential Actions have not yet been pursued by the Debtors or are not set forth in the Plan Supplement,
that any such Actions have been waived.

          Unless Actions against a Person or entity are expressly waived, relinquished, released, compromised or
settled in the Plan or any Final Order, the Debtors expressly reserve all Actions and Unknown Actions, including the
Actions to be set forth in the Plan Supplement, for later adjudication and therefore, no preclusion doctrine,
including, without limitation, the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion,
estoppel (judicial, equitable or otherwise) or laches shall apply to Actions upon or after the confirmation or
consummation of the Plan. In addition, the Debtors expressly reserve the right to pursue or adopt any claims alleged
in any lawsuit in which the Debtors are a defendant or interested party against any Person, including, without
limitation, the plaintiffs and co-defendants in such lawsuits.

           6.     Personal Injury Actions and Related Insurance

          The Debtors are parties in approximately 30 personal injury actions that were brought against the Debtors
on account of the alleged negligence of the drivers of the Debtors’ vehicle carrier tractor-trailer units. In conducting
their operations, the Debtors are required to maintain a certain amount of automotive liability insurance to cover any
damages awarded against the Debtors on account of such actions. Prior to April 1, 2006, the Debtors maintained
their automotive liability insurance with Discover Property & Casualty Insurance Company (“Discover”). Discover
provided the Debtors with insurance on an annual basis with such insurance being renewed at the end of each policy
year.

          Under their automotive insurance policies with Discover, the Debtors were subject, depending upon the
policy year, to a $500,000 or $1 million self-funded retention. Under such self-funded retentions, in personal injury
actions brought against the Debtors or their drivers, the Debtors are liable for the first $500,000 or $1 million of
defense costs and judgments rendered against the Debtors before insurance would provide any coverage. If the
Debtors are unable to pay the first $500,000 or $1 million of any judgment awarded against them a personal injury
litigant would be entitled to seek payment from Discover under the Debtors’ automotive liability insurance policy.
After satisfying any judgment, Discover would be able to draw on the letter of credit. The self-funded retentions on
the Debtors’ automotive liability insurance policies with Discover are secured by an approximately $41.4 million
letter of credit the Debtors maintain with Credit Suisse, Cayman Islands Branch.

           In April 2006, the Debtors entered into a new six-month insurance program with National Union. Under
this insurance program, the Debtors obtained automotive liability insurance with a self-funded retention of
$500,000. In October 2006, the Debtors renewed such insurance for another six months. The self-funded retention
on the Debtors current insurance, renewed in October 2006, is $500,000. The self-funded retentions on the Debtors’
automotive liability insurance with National Union are secured by an approximately $12 million letter of credit the
Debtors maintain with Credit Suisse, Cayman Islands Branch. Such letter of credit covers any personal injury
liabilities in connection with vehicle accidents involving the Debtors that occur in the period April 1, 2006 to April
1, 2007.

                  (a)       Pietroniro Action

          Frank Pietroniro alleges that, on November 25, 2005, he suffered personal injuries in an alleged accident
involving a vehicle carrier tractor-trailer maintained by Leaseway Motorcar Transport Company (“Leaseway”).
After such alleged accident, Pietroniro filed suit against Leaseway in the Superior Court of New Jersey in Ocean
County. Defense counsel representing Leaseway filed an answer. After being informed of Leaseway’s chapter 11
case, the Superior Court of New Jersey stayed the case.

         To the extent Pietroniro has a right to insurance or any letter of credit on his claims, Pietroniro will not be a
party to Class 5 under the Plan. To the extent Pietroniro is not entitled to insurance or letters of credit on behalf of
his claims, Pietroniro will be a party to Class 5 under the Plan to the extent Pietroniro is ultimately determined to
have an Allowed Claim.

                  (b)       Hodge Action


                                                           45
K&E 11468239.6
          Finis Hodge alleges that, on April 15, 2002, he suffered personal injuries in an alleged accident involving a
vehicle carrier tractor-trailer maintained by Hadley Auto Transport (“Hadley”). After such alleged accident, Hodge
filed suit against Hadley in the Third Judicial District Court for Salt Lake County in Utah. Hodge’s action is
currently stayed.

         To the extent Hodge has a right to insurance or any letter of credit on his claims, Hodge will not be a party
to Class 5 under the Plan. To the extent Hodge is not entitled to insurance or letters of credit on behalf of his claims,
Hodge will be a party to Class 5 under the Plan to the extent Hodge is ultimately determined to have an Allowed
Claim.

                  (c)      Powers Action

         Chris Powers alleges that, on September 17, 2004, he suffered personal injuries in an alleged accident
involving a vehicle carrier tractor-trailer maintained by Hadley Auto Transport (“Hadley”). After such alleged
accident, Powers filed suit against Hadley in the Superior Court of the State of Arizona in the County of Maricopa.
Powers’ action is currently stayed.

         To the extent Powers has a right to insurance or any letter of credit on his claims, Powers will not be a party
to Class 5 under the Plan. To the extent Powers is not entitled to insurance or letters of credit on behalf of his
claims, Powers will be a party to Class 5 under the Plan to the extent Powers is ultimately determined to have an
Allowed Claim.

                  (d)      Crumlich Action

         Donald W. Crumlich (“Crumlich”) alleges that, on June 23, 2004, he suffered personal injuries in an
alleged accident which occurred in New Haven, Connecticut involving a vehicle carrier tractor-trailer maintained by
Leaseway. After the filing of the Leaseway Chapter 11 case, Crumlich sought and obtained limited relief from the
automatic stay and filed suit in Superior Court in New Haven, Connecticut (NNH-CV-06-5005638S). Defense
counsel representing Leaseway filed an answer asserting special defenses. The foregoing Connecticut personal
injury action has been stayed.

         To the extent Crumlich has a right to insurance or any letter of credit on his claims, Crumlich will not be a
party to Class 5 under the Plan. To the extent Crumlich is not entitled to insurance or letters of credit on behalf of
his claims, Crumlich will be a party to Class 5 under the Plan to the extent Crumlich is ultimately determined to
have an Allowed Claim.

           7.     Injunction Related to Releases

         The Confirmation Order will permanently enjoin the commencement or prosecution by any Person or
entity, whether directly, derivatively or otherwise, of any Claims, obligations, suits, judgments, damages,
demands, debts, rights, causes of action or liabilities released pursuant to the Plan, including but not limited to
the Claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities released
in Article V, Sections 5.13(a) and (b) and Section 5.25 of the Plan.

           8.     Exculpation

          Notwithstanding anything contained in the Plan to the contrary, upon the Effective Date, the Debtor
Releasees shall neither have nor incur any liability to any Person or entity for any prepetition or postpetition act
taken or omitted to be taken in connection with or related to formulating, negotiating, preparing, disseminating,
implementing, administering the Plan or otherwise, the Plan Supplement, the Disclosure Statement or any contract,
instrument, release or other agreement or document created or entered into in connection with the Plan, or any other
prepetition or postpetition act taken or omitted to be taken in connection with or in contemplation of the
restructuring of the Debtors, including, without limitation, in connection with the negotiation and consummation of
the DIP Financing, the maintenance of the DIP Financing, and any amendments thereto, the Chapter 11 Cases or
confirming or consummating the Plan; provided, however, that the foregoing provisions of Article V, Section 5.25


                                                           46
K&E 11468239.6
of the Plan shall have no effect on the liability of any Person or entity that results from any such act or omission that
is determined in a Final Order to have constituted gross negligence or willful misconduct; provided further, that
each Debtor Releasee shall be entitled to rely upon the advice of counsel concerning its duties pursuant to, or in
connection with, the above referenced documents; provided still further, that the foregoing exculpation shall not
apply to any acts or omissions expressly set forth in and preserved by the Plan or Plan Supplement.

L.         RETENTION OF JURISDICTION

        Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the
Bankruptcy Court shall, after the Effective Date, retain such jurisdiction over the Chapter 11 Cases and all Persons
and Entities with respect to all matters related to the Chapter 11 Cases, the Debtors and the Plan as legally
permissible, including, but not limited to, jurisdiction to:

           1.     Allow, disallow, determine, liquidate, classify, subordinate, estimate or establish the priority or
                  secured or unsecured status of any Claim or Interest, including the resolution of any request for
                  payment of any Administrative Expense Claim, the resolution of any objections to the allowance
                  or priority of Claims or Interests and the resolution of any dispute as to the treatment necessary to
                  Reinstate a Claim or Interest pursuant to the Plan;

           2.     Grant or deny any applications for allowance of compensation or reimbursement of expenses
                  authorized pursuant to the Bankruptcy Code or the Plan, for periods ending before the Effective
                  Date;

           3.     Resolve any matters related to the assumption or rejection of any executory contract or unexpired
                  lease to which any Debtor is a party or with respect to which any Debtor may be liable, and to
                  hear, determine and, if necessary, liquidate any Claims or Interests arising therefrom;

           4.     Ensure that distributions to holders of Allowed Claims or Allowed Interests are accomplished
                  pursuant to the provisions of the Plan;

           5.     Decide or resolve any motions, adversary proceedings, contested or litigated matters and any other
                  matters and grant or deny any applications involving the Debtors and the Reorganized Debtors
                  arising out of or related to the Chapter 11 Cases;

           6.     Enter such orders as may be necessary or appropriate to implement or consummate the provisions
                  of the Plan and all contracts, instruments, releases and other agreements or documents created in
                  connection with the Plan, the Disclosure Statement or the Confirmation Order, except as otherwise
                  provided herein;

           7.     Resolve any cases, controversies, suits or disputes that may arise in connection with the
                  consummation, interpretation or enforcement of the Plan or the Confirmation Order, including the
                  release and injunction provisions set forth in and contemplated by the Plan and the Confirmation
                  Order, or any entity’s rights arising under or obligations incurred in connection with the Plan or
                  the Confirmation Order;

           8.     Subject to any restrictions on modifications provided in any contract, instrument, release,
                  indenture or other agreement or document created in connection with the Plan, modify the Plan
                  before or after the Effective Date pursuant to section 1127 of the Bankruptcy Code or modify the
                  Disclosure Statement, the Confirmation Order or any contract, instrument, release or other
                  agreement or document created in connection with the Plan, the Disclosure Statement or the
                  Confirmation Order; or remedy any defect or omission or reconcile any inconsistency in any order
                  of the Bankruptcy Court, the Plan, the Disclosure Statement, the Confirmation Order or any
                  contract, instrument, release or other agreement or document created in connection with the Plan,
                  the Disclosure Statement or the Confirmation Order, in such manner as may be necessary or
                  appropriate to consummate the Plan, to the extent authorized by the Bankruptcy Code;


                                                           47
K&E 11468239.6
           9.     Issue injunctions, enter and implement other orders of the Bankruptcy Court, or take such other
                  actions as may be necessary or appropriate to restrain interference by any entity with
                  consummation, implementation or enforcement of the Plan or the Confirmation Order;

           10.    Enter and implement such orders of the Bankruptcy Court, as are necessary or appropriate if the
                  Confirmation Order is for any reason modified, stayed, reversed, revoked or vacated;

           11.    Determine any other matters that may arise in connection with or relating to the Plan, the
                  Disclosure Statement, the Confirmation Order or any contract, instrument, release, indenture or
                  other agreement or document created in connection with the Plan, the Disclosure Statement or the
                  Confirmation Order, except as otherwise provided in the Plan or the Plan Supplement; and

           12.    Enter an order concluding the Chapter 11 Cases.

          The foregoing list is illustrative only and not intended to limit in any way the Bankruptcy Court’s exercise
of jurisdiction. If the Bankruptcy Court abstains from exercising jurisdiction or is otherwise without jurisdiction
over any matter arising out of the Chapter 11 Cases, including without limitation the matters set forth in this Article,
this Article shall have no effect upon and shall not control, prohibit or limit the exercise of jurisdiction by any other
court having competent jurisdiction with respect to such matter.

M.         MISCELLANEOUS PROVISIONS

           1.     Exemption From Transfer Taxes

Pursuant to section 1146(c) of the Bankruptcy Code, the issuance, transfer or exchange of notes or equity securities
under the Plan (including, without limitation, the Reorganized Debtors’ issuance of the New Common Stock to
holders of Second Lien Claims), the creation of any mortgage, deed of trust or other security interest, the making or
assignment of any lease or sublease, or the making or delivery of any deed or other instrument of transfer under, in
furtherance of, or in connection with the Plan, including, without limitation, any agreements of consolidation, deeds,
bills of sale or assignments executed in connection with any of the transactions contemplated under the Plan, shall
not be subject to any stamp, real estate transfer, mortgage recording or other similar tax; provided, however that this
transfer tax exemption provision is not meant to include New York sales taxes.

           2.     Exemption From SEC Registration

          The issuance of New Common Stock shall be made pursuant to Section 1145 of the Bankruptcy Code and
shall be exempt from registration.

           3.     Exemption from Securities Laws

         The entry of the Confirmation Order shall be (1) a final determination of the Bankruptcy Court that the
New Common Stock authorized, issued or distributed pursuant to the Plan, is entitled to all of the benefits and
exemptions provided by section 1145 of the Bankruptcy Code, (2) a final determination of the Bankruptcy Court
that the New Common Stock is entitled to the exemptions from federal and state securities registration available
under Section 4(2) of the Securities Act of 1933, as amended, Rule 701 and/or Regulation D of the Securities and
Exchange Commission, and similar provisions of state securities law, and (3) deemed to incorporate the following
provisions of this Article X as mixed findings of fact and conclusions of law.

           4.     Initial Offer and Sale Exempt from Registration

          Section 5 of the Securities Act and any State or local law requiring registration for the offer or sale of a
security or registration or licensing of an issuer or, underwriter or, or broker or dealer in, a security, do not apply to
the offer or sale of any New Common Stock in accordance with the Plan.

           5.     Payment of Statutory Fees


                                                           48
K&E 11468239.6
        All fees payable on or before the Effective Date pursuant to section 1930 of title 28 of the United States
Code shall be paid on the Effective Date or as soon as practicable thereafter.

           6.     Modification or Withdrawal of the Plan

         The Debtors, in accordance with the Bankruptcy Code and the Bankruptcy Rules and their respective
fiduciary obligations, reserve the right to withdraw the Plan. Upon the withdrawal of the Plan or the failure of the
Plan to go effective in accordance with its terms, the Confirmation Order shall be of no further force and effect. The
Debtors, with the consent of Yucaipa, which consent (unless otherwise specified) shall be granted or withheld in
Yucaipa’s sole discretion, reserve the right to amend or modify prior to the entry of the Confirmation Order;
provided however that the Debtors may modify the Plan so long as such modifications do not adversely affect
Yucaipa’s rights or interests, including by way of example, the treatment of claims and Yucaipa’s rights as a holder
of a claim against the Debtors or as an interest holder in the Reorganized Debtors. After the entry of the
Confirmation Order, the Debtors, with the consent of Yucaipa (which consent shall not be unreasonably withheld or
delayed), may amend or modify the Plan, or remedy any defect or omission or reconcile any inconsistency in the
Plan in such a manner as may be necessary to carry out the purpose and intent of the Plan.

           7.     Governing Law

         Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and
Bankruptcy Rules), or except as set forth in any applicable document, the laws of (i) the State of New York shall
govern the construction and implementation of the Plan and any agreements, documents and instruments executed in
connection with the Plan and (ii) the laws of the state of incorporation of any Debtor or Reorganized Debtor shall
govern corporate governance matters with respect to such Debtor or Reorganized Debtor, without giving effect to
the principles of conflicts of law thereof.

           8.     Filing or Execution of Additional Documents

          On or before the Effective Date, the Debtors shall File or execute, as appropriate, such agreements and
other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of
the Plan.

           9.     Withholding and Reporting Requirements

         In connection with the Plan and all instruments issued in connection therewith and distributions thereon, to
the extent applicable and except as provided in the Plan, the Reorganized Debtors (and with respect to Class 5, the
Liquidating Trust) shall comply with all withholding and reporting requirements imposed by any federal, state, local
or foreign taxing authority and all distributions thereunder shall be subject to any such withholding and reporting
requirements.

           10.    Waiver of Rule 62(a) of the Federal Rules of Civil Procedure

        The Debtors may request that the Confirmation Order include (a) a finding that Rule 62(a) of the Federal
Rules of Civil Procedure shall not apply to the Confirmation Order, and (b) authorization for the Debtors to
consummate the Plan immediately after the entry of the Confirmation Order.

           11.    Headings

         Headings used in the Plan are for convenience and reference only and shall not constitute a part of the Plan
for any purpose.

           12.    Exhibits and Schedules

         All Exhibits and Schedules to the Plan and Disclosure Statement are incorporated into and constitute a part
of the Plan as if set forth herein.


                                                         49
K&E 11468239.6
           13.     Notices

         All notices, requests and demands hereunder to be effective shall be in writing and unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case
of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows:

If to the Debtors, to:

Performance Transportation Services, Inc.
35005 West Michigan Avenue
Wayne, Michigan 48184
Attn: Jeff Cornish
Fax: (734) 858-1932

with a copy to:

James A. Stempel, Esq.
James W. Kapp III, Esq.
Paul Wierbicki, Esq.
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL 60601
Fax: (312) 861-2200

If to Yucaipa:

The Yucaipa Companies LLC
9130 West Sunset Boulevard
Los Angeles, CA 90069
Attn: Robert P. Bermingham, Esq. and Derex Walker
Fax: (310) 789-7201

with a copy to:

Robert A. Klyman, Esq.
Latham & Watkins LLP
633 W. Fifth Street, Suite 4000
Los Angeles, CA 90071-2007
Fax: (213) 891-8763


           14.     Plan Supplement

         Forms of the Amended Organizational Documents, the Liquidating Trust Agreement and the agreements
pertaining to the Exit Financing (excluding the security and collateral documents) shall be contained in the Plan
Supplement and Filed at least five (5) days prior to the Confirmation Hearing, or as reasonably soon thereafter as
such documents become available. Upon its Filing with the Bankruptcy Court, the Plan Supplement may be
inspected during normal Bankruptcy Court hours. Holders of Claims may obtain a copy of the Plan Supplement
upon written request to counsel to the Debtors.

           15.     Successors and Assigns

          The rights, benefits and obligations of any Person named or referred to in the Plan shall be binding on, and
shall inure to the benefit of, any heir, executor, trustee, administrator, successor or assign of such Person.

           16.     Saturday, Sunday or Legal Holiday

                                                         50
K&E 11468239.6
        If any payment or act under the Plan is required to be made or performed on a date that is not a Business
Day, then the making of such payment or the performance of such act may be completed on the next succeeding
Business Day, but shall be deemed to have been completed as of the required date.

           17.    Post-Effective Date Effect of Evidences of Claims or Interests

         Notes, bonds, stock certificates and other evidences of Claims against or Interests in the Debtors, and all
instruments of the Debtors (in either case, other than those executed and delivered as contemplated hereby in
connection with the consummation of the Plan), shall, effective upon the Effective Date, represent only the right to
participate in the distributions contemplated by the Plan.

           18.    Severability of Plan Provisions

         If, prior to Confirmation of the Plan by the Bankruptcy Court, any term or provision of the Plan that does
not govern the treatment of Claims or Interests provided for herein or the conditions to the Effective Date are held
by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court shall have the power to alter
and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent
with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or
provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or
interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in
no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order
shall constitute a judicial determination, and shall provide, that each term and provision of the Plan, as it may have
been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms.

           19.    Balloting

         Each holder of an Allowed Claim entitled to vote on the Plan will receive a Ballot. The Ballot will contain
two (2) boxes, one (1) indicating acceptance of the Plan and the other indicating rejection of the Plan. Holders of
Allowed Claims who elect to vote on the Plan must mark one (1) or the other box pursuant to the instructions
contained on the Ballot. Any executed ballot that does not indicate acceptance or rejection of the Plan, or indicates
both an acceptance and rejection of the Plan, will be deemed to be an acceptance of the Plan. Any Ballot that has
not been executed with a signature by the authorized representative of a Claimant will not be counted.

           20.    No Admissions or Waiver of Objections

         Notwithstanding anything herein or in the Disclosure Statement to the contrary, nothing contained herein or
in the Disclosure Statement shall be deemed to be an admission by any Debtor with respect to any matter set forth
herein including, without limitation, liability on any Claim or Interest or the propriety of the classification of any
Claim or Interest. The Debtors are not bound by any statements herein or in the Disclosure Statement as judicial
admissions.

           21.    Survival of Settlements

       Except as specifically set forth in the Plan, all Bankruptcy Court-approved settlements shall survive
consummation of the Plan.

           22.    No Waiver

         Neither the failure of a Debtor to list a Claim in the Debtor’s Schedules, the failure of the Debtor to object
to any Claim or Interest for purposes of voting, the failure of the Reorganized Debtor to object to a Claim,
Administrative Expense Claim or Interest prior to the Confirmation Date or the Effective Date, the failure of the
Debtor to assert a Right of Action prior to the Confirmation Date or the Effective Date, the absence of a proof of
Claim having been filed with respect to a Claim, Administrative Expense Claim, Interest or Right of Action other
than a legally effective express waiver or release shall be deemed a waiver or release of the right of a Debtor or its
successors, before or after solicitation of votes on the Plan or before or after the Confirmation Date or the Effective


                                                          51
K&E 11468239.6
Date to (a) object to or examine such Claim, Administrative Expense Claim or Interest, in whole or in part or (b)
retain and either assign or exclusively assert, pursue, prosecute, utilize, otherwise act or otherwise enforce any
Rights of Action.

           23.    Tax Liability

         The Reorganized Debtors are hereby authorized to request an expedited determination under section 505(b)
of the Bankruptcy Code of the tax liability of the Debtors for all taxable periods ending after the Petition Date
through, and including, the Effective Date.

           24.    Controlling Documents

         To the extent there is any inconsistency or ambiguity between any term or provision contained in the Plan,
on the one hand, and the Disclosure Statement, on the other, the terms and provisions of the Plan shall control.

           25.    Rounding

        All amounts set forth herein, including, without limitation, with respect to shares, dollar amounts and
percentages, shall be subject to rounding and other immaterial changes.Payment Of Statutory Fees.

                                                           V.

                                THE SOLICITATION; VOTING PROCEDURES

         The following briefly summarizes procedures to accept and confirm the Plan. Holders of Claims are
encouraged to review the relevant provisions of the Bankruptcy Code and/or to consult their own attorneys. The
Notice accompanying this Disclosure Statement sets forth additional information regarding voting procedures.

A.         ELIGIBILITY TO VOTE

        The Plan divides creditors’ Claims against and shareholders’ Interests in the Debtors into various Classes
and provides separate treatment for each Class.

         As provided in section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims, Priority Tax
Claims and Claims under the DIP Facility will not be classified for the purposes of voting or receiving distributions
under the Plan. Rather, all such Claims will be treated separately as unclassified Claims and will be paid in full.
Certain Other Secured Claims (at the Debtors’ and Yucaipa discretion) (Class 3) and Priority Claims (Class 4) will
also be paid in full. Creditors in these Classes are unimpaired, conclusively presumed to have accepted the Plan and
are not entitled to vote on the Plan.

          All other Classes of Claims and Interests under the Plan are impaired: Class 1 (First Lien Claims), Class 2
(Second Lien Claims), Class 3 (certain Other Secured Claims), Class 5 (General Unsecured Claims), Class 6
(Subordinated General Unsecured Claims) and Class 7 (Old Common Stock). Holders of Claims in Classes 2, 3 and
5 are entitled to vote to accept or reject the Plan. Holders of Claims and Interests in Classes 6 and 7 are conclusively
presumed to have rejected the Plan and are not entitled to vote to accept or reject the Plan.

         The record date for determining any Creditor’s eligibility to vote on the Plan is November 21, 2006. Only
those Creditors entitled to vote on the Plan will receive a ballot with this Disclosure Statement.

      CREDITORS WHOSE CLAIMS ARE BEING OBJECTED TO ARE NOT ELIGIBLE TO VOTE
UNLESS SUCH OBJECTIONS ARE RESOLVED IN THEIR FAVOR OR, AFTER NOTICE AND A
HEARING PURSUANT TO BANKRUPTCY RULE 3018(a), THE BANKRUPTCY COURT ALLOWS THE
CLAIM TEMPORARILY FOR THE PURPOSE OF VOTING TO ACCEPT OR REJECT THE PLAN.
ANY CREDITOR THAT WANTS ITS CLAIM TO BE ALLOWED TEMPORARILY FOR THE PURPOSE



                                                          52
K&E 11468239.6
OF VOTING MUST TAKE THE STEPS NECESSARY TO ARRANGE AN APPROPRIATE HEARING
WITH THE BANKRUPTCY COURT UNDER BANKRUPTCY RULE 3018(a).

B.         BALLOTS

         In voting for or against the Plan, please use only the ballot or ballots sent to you with this Disclosure
Statement Votes cast to accept or reject the Plan will be counted by Class. Please read the voting instructions on the
reverse side of the ballot for a thorough explanation of voting procedures.

      IF YOU BELIEVE THAT YOU ARE A MEMBER OF A VOTING CLASS FOR WHICH YOU DID
NOT RECEIVE A BALLOT, IF YOUR BALLOT IS DAMAGED OR LOST, OR IF YOU HAVE
QUESTIONS CONCERNING VOTING PROCEDURES, CONTACT LEASEWAY MOTORCAR
TRANSPORT COMPANY, C/O BMC GROUP, INC., TELEPHONE (888) 909-0100. BMC GROUP, INC.
CANNOT PROVIDE YOU WITH LEGAL ADVICE.

C.         VOTING PROCEDURE

         Unless otherwise directed in your solicitation package, mail your completed ballots to: Leaseway Motorcar
Transport Company, c/o BMC Group, Inc., P.O. Box 1023, El Segundo, CA 90245-1023. If by overnight mail or
hand delivery, please mail to Leaseway Motorcar Transport Company, c/o BMC Group, Inc., 1330 E. Franklin
Avenue, El Segundo, CA 90245. DO NOT RETURN BALLOTS TO THE BANKRUPTCY COURT. Unless
the Bankruptcy Court permits you to do so after notice and a hearing to determine whether sufficient cause exists to
permit the change, you may not change your vote after it is cast.

D.         DEADLINE FOR VOTING

     IN ORDER TO BE COUNTED, BALLOTS MUST BE RECEIVED BY 4:00 P.M., EASTERN
STANDARD TIME ON DECEMBER 18, 2006.

E.         IMPORTANCE OF YOUR VOTE

         Your vote is important. The Bankruptcy Code defines acceptance by a class of Claims as acceptance by
holders of at least two-thirds in amount and a majority in number of Allowed Claims in that class that vote. ONLY
THOSE CREDITORS WHO ACTUALLY VOTE ARE COUNTED FOR PURPOSES OF DETERMINING
WHETHER A CLASS HAS VOTED TO ACCEPT THE PLAN. YOUR FAILURE TO VOTE WILL
LEAVE TO OTHERS THE DECISION TO ACCEPT OR REJECT THE PLAN.

        ANY BALLOT THAT IS PROPERLY EXECUTED BY THE HOLDER OF A CLAIM BUT THAT
(I) DOES NOT CLEARLY INDICATE AN ACCEPTANCE OR REJECTION OF THE PLAN OR
(II) THAT INDICATES BOTH AN ACCEPTANCE AND A REJECTION OF THE PLAN, SHALL NOT BE
COUNTED.

         EACH HOLDER OF A CLAIM MAY CAST ONLY ONE BALLOT FOR EACH CLAIM HELD.
BY SIGNING AND RETURNING A BALLOT, EACH HOLDER OF A CLAIM IN CLASSES 1, 2, 3
(certain Claims) OR 5 WILL CERTIFY TO THE BANKRUPTCY COURT AND THE DEBTORS THAT
NO OTHER BALLOTS WITH RESPECT TO SUCH CLAIM HAVE BEEN CAST OR, IF ANY OTHER
BALLOTS HAVE BEEN CAST WITH RESPECT TO SUCH CLASS OF CLAIMS, SUCH EARLIER
BALLOTS ARE THEREBY SUPERSEDED AND REVOKED.

     ALL BALLOTS ARE ACCOMPANIED BY RETURN ENVELOPES. IT IS IMPORTANT TO
FOLLOW THE SPECIFIC INSTRUCTIONS PROVIDED ON EACH BALLOT.




                                                         53
K&E 11468239.6
                                                          VI.

                         VALUATION ANALYSIS AND FINANCIAL PROJECTIONS

A.         VALUATION OF THE REORGANIZED DEBTORS

Introduction

         In conjunction with formulating the Plan, the Debtors have determined that it is appropriate to estimate a
post confirmation going concern value for the Reorganized Debtors (the “Estimated Reorganized Debtors’
Enterprise Value”). Accordingly, the Debtors have directed FTI Consulting, Inc. (“FTI”) to prepare such a
valuation. The valuation is being prepared solely by FTI at the direction of the Debtors.

Valuation

         FTI estimates the Estimated Reorganized Debtors’ Enterprise Value to be between approximately $100
million to $120 million, with a midpoint of $110 million. The values are based upon information available to, and
analyses undertaken by, FTI as of October 5, 2006. This reorganization enterprise value (ascribed as of
October 5, 2006) reflects, among other factors discussed below, current financial market conditions and the inherent
uncertainty today as to the achievement of the financial projections, which are set forth below in Article VI, Section
B “Financial Projections.”

         The foregoing valuation also reflects a number of assumptions, including a successful reorganization of the
Debtors’ businesses and finances in a timely manner, achieving the forecasts reflected in the financial projections,
the amount of available cash, market conditions, the availability of certain tax attributes and the Plan becoming
effective in accordance with its terms on a basis consistent with the estimates and other assumptions discussed
herein. The estimates of value represent hypothetical enterprise values of the Reorganized Debtors as the continuing
operator of its business and assets, and do not purport to reflect or constitute appraisals, liquidation values or
estimates of the actual market value that may be realized through the sale of any securities to be issued pursuant to
the Plan, which may be significantly different than the amounts set forth herein. Such estimates were developed
solely for purposes of formulation and negotiation of the Plan and analysis of implied relative recoveries to creditors
thereunder. The value of an operating business such as the Debtors' business is subject to uncertainties and
contingencies that are difficult to predict and will fluctuate with changes in factors affecting the financial condition
and prospects of such a business.

           In preparing the Estimated Reorganized Debtors’ Enterprise Value, FTI: (a) reviewed certain historical
financial information of the Debtors for recent years and interim periods; (b) reviewed certain internal financial and
operating data of the Debtors, including the Financial Projections relating to their businesses and prospects; (c) met
with certain members of senior management of the Debtors to discuss the Debtors’ operations and future prospects;
(d) reviewed the Financial Projections; (e) reviewed publicly available financial data and considered the market
values of public companies deemed generally comparable to the operating businesses of the Debtors; (f) reviewed
publicly available financial data and considered the value of publicly available transactions that occurred in
industries deemed comparable to the industry in which the Debtors operate their businesses; (g) considered certain
economic and industry information relevant to the Debtors’ operating businesses; (h) visited certain of the Debtors’
facilities; and (i) conducted such other analyses as FTI deemed appropriate. Although FTI conducted a review and
analysis of the Debtors’ businesses, operating assets and liabilities and business plans, FTI relied on the accuracy
and completeness of all: (i) financial and other information furnished to it by the Debtors and by other firms
retained by the Debtors and (ii) publicly available information. No independent evaluations or appraisals of the
Debtors’ assets were sought or were obtained in connection therewith.

         In performing its analysis, FTI used comparable public companies trading multiples and comparable
transaction multiples methodologies. These valuation techniques reflect both the market’s current view of the
Debtors’ strategic initiatives and operations, as well as a longer-term focus on the intrinsic value of the cash flow
Financial Projections associated with Debtor’s current strategic initiatives. The valuation multiples used by FTI to
arrive at the going concern value of the Debtors’ business were based on the public market valuation of selected
public companies and public transactions deemed generally comparable to the operating businesses and industry of

                                                          54
K&E 11468239.6
the Debtors and general capital market conditions. In selecting such comparable companies and transactions, FTI
considered factors such as the focus of the comparable companies’ businesses, assets and capital structures as well
as such companies’ operating performance relative to the Debtors and the turnaround required for the Debtors to
perform as projected.

          An estimate of total enterprise value is not entirely mathematical, but rather it involves complex
considerations and judgments concerning various factors that could affect the value of an operating business.
Moreover, the value of an operating business is subject to uncertainties and contingencies that are difficult to predict
and will fluctuate with changes in factors affecting the financial conditions and prospects of such a business. As a
result, the estimate of total enterprise value set forth herein is not necessarily indicative of actual outcomes, which
may be significantly more or less favorable than those set forth herein. Because such estimates are inherently
subject to uncertainties, neither the Debtors, FTI, nor any other person assumes responsibility for their accuracy.
Depending on the results of the Debtors’ operations or changes in the financial markets, FTI’s valuation analysis as
of the Effective Date may differ from that disclosed herein.

        Furthermore, in the event that the actual distributions to Claim holders in these Chapter 11 Cases differ
from those assumed by the Debtors in their recovery analysis, the actual recoveries realized by holders of Claims in
the impaired Classes could be significantly higher or lower than estimated by the Debtors.

B.         FINANCIAL PROJECTIONS

         The Debtors developed a set of financial projections, summarized in Exhibit G hereto (the “Projections”) to
support the conclusion that holders of Claims would receive a larger recovery under the Debtors’ Plan than they
would under a liquidation of the Debtors’ estates, and to determine which Claims and Classes of Claims are
Impaired. The Projections and supporting testimony thereof help establish the feasibility of the Debtors’ Plan, that
the Plan is in the best interests of all holders of Claims and that the new debt obligations to be incurred upon
emergence from these Chapter 11 Cases are necessary for the Debtors to continue as a viable going concern.

     THE PROJECTIONS ARE BASED UPON A NUMBER OF SIGNIFICANT ASSUMPTIONS.
ACTUAL OPERATING RESULTS AND VALUES MAY VARY SIGNIFICANTLY FROM THESE
PROJECTIONS.

Financial Projections

          As a condition to plan confirmation, the Bankruptcy Code requires, among other things, the Bankruptcy
Court to find that confirmation is not likely to be followed by either a liquidation or the need to further reorganize
the debtor. In connection with developing the Plan, and for purposes of determining whether the Plan satisfies
feasibility standards, the Debtors’ management has, through the development of the Projections, analyzed the
Reorganized Debtors’ ability to meet their obligations under the Plan to maintain sufficient liquidity and capital
resources to conduct their businesses. The Projections will also assist each holder of a Claim in determining whether
to accept or reject the Plan.

        The Debtors prepared the Projections in good faith, based upon estimates and assumptions made by the
Debtors’ management.

         The estimates and assumptions in the Projections, while considered reasonable by management, may not be
realized, and are inherently subject to uncertainties and contingencies. They also are based on factors such as
industry performance, general business, economic, competitive, regulatory, market and financial conditions, all of
which are difficult to predict and generally beyond the Debtors’ control. Because future events and circumstances
may well differ from those assumed and unanticipated events or circumstances may occur, the Debtors expect that
the actual and projected results will differ and the actual results may be materially greater or less than those
contained in the Projections. No representations can be made as to the accuracy of the Projections or the
Reorganized Debtors’ ability to achieve the projected results. Therefore, the Projections may not be relied upon as a
guaranty or other assurance of the actual results that will occur. The inclusion of the Projections herein should not
be regarded as an indication that the Debtors considered or consider the Projections to reliably predict future


                                                          55
K&E 11468239.6
performance. The Projections are subjective in many respects, and thus are susceptible to interpretations and
periodic revisions based on actual experience and recent developments. The Debtors do not intend to update or
otherwise revise the Projections to reflect the occurrence of future events, even in the event that assumptions
underlying the Projections are not borne out. The Projections should be read in conjunction with the assumptions
and qualifications set forth herein.

      THE DEBTORS DID NOT PREPARE THE PROJECTIONS WITH A VIEW TOWARDS
COMPLYING WITH THE GUIDELINES FOR PROSPECTIVE FINANCIAL STATEMENTS
PUBLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS. THE
DEBTORS’ INDEPENDENT AUDITOR HAS NEITHER COMPILED NOR EXAMINED THE
ACCOMPANYING PROSPECTIVE FINANCIAL INFORMATION TO DETERMINE THE
REASONABLENESS THEREOF AND, ACCORDINGLY, HAS NOT EXPRESSED AN OPINION OR ANY
OTHER FORM OF ASSURANCE WITH RESPECT THERETO.

      THE DEBTORS DO NOT, AS A MATTER OF COURSE, PUBLISH PROJECTIONS OF THEIR
ANTICIPATED FINANCIAL POSITION, RESULTS OF OPERATIONS OR CASH FLOWS.
ACCORDINGLY, NEITHER THE DEBTORS NOR THE REORGANIZED DEBTORS INTEND TO, AND
EACH DISCLAIMS ANY OBLIGATION TO: (A) FURNISH UPDATED PROJECTIONS TO HOLDERS
OF ALLOWED CLAIMS OR EQUITY INTERESTS PRIOR TO THE EFFECTIVE DATE OR TO
HOLDERS OF NEW NOTES, NEW COMMON STOCK OR TO ANY OTHER PARTY AFTER THE
EFFECTIVE DATE; (B) INCLUDE ANY SUCH UPDATED INFORMATION IN ANY DOCUMENTS
THAT MAY BE REQUIRED TO BE FILED WITH THE SEC; OR (C) OTHERWISE MAKE SUCH
UPDATED INFORMATION PUBLICLY AVAILABLE.

Significant Assumptions

         The Debtors prepared the Projections based on, among other things, the anticipated future financial
condition and results of operations of the Reorganized Debtors.

         Although the forecasts represent the best estimates of the Debtors, for which the Debtors believe they have
a reasonable basis as of the date hereof, of the results of operations and financial position of the Debtors after giving
effect to the reorganization contemplated under the Plan, they are only estimates and actual results may vary
considerably from forecasts. Consequently, the inclusion of the forecast information herein should not be regarded
as a representation by the Debtors, the Debtors’ advisors or any other person that the forecast results will be
achieved.

         After the Effective Date, the Debtors do not intend to update or otherwise revise the Projections to reflect
circumstances existing since their preparation in October 2006, or to reflect the occurrence of unanticipated events,
even in the event that any or all of the underlying assumptions are shown to be in error.

         The Projections were not prepared with a view toward general use, but rather for the limited purpose of
providing information in conjunction with the Plan. Also they have been presented in lieu of pro forma historical
financial information. Reference should be made to Article VIII herein “CERTAIN RISK FACTORS AFFECTING
THE DEBTORS” for a discussion of the risks related to the Projections.

         The Debtors believe that a reasonable estimate of the Effective Date is December 31, 2006. If the Debtors
are able to draw upon the DIP Facility as planned, it is the Debtors’ belief that the Projections will not change
materially even if the Effective Date does not occur on the assumed Effective Date.

        Additional information relating to the principal assumptions used in preparing the Projections is set forth
below. The following points represent the major assumptions underlying the Projections:




                                                           56
K&E 11468239.6
Effective Date and Plan Terms

         The Projections assume that the Plan will be consummated in accordance with its terms and that all
transactions contemplated by the Plan will be consummated by the assumed Effective Date. Any significant delay
in the assumed Effective Date of the Plan may have a significant negative impact on the operations and financial
performance of the Debtors including, but not limited to, an increased risk of inability to meet sales forecasts and
higher reorganization expenses.

Total Revenue

         The Projections assume that total revenue will be approximately $332.7 million in the year ending
December 31, 2006. Total revenue for the years from 2007 through 2009 is expected to increase approximately
5.5% in 2007, 2.1% in 2008 and 3.0% in 2009. The assumed amounts are based on historical delivered unit volumes
and rates per unit, known changes to the Debtors contract portfolio and customer contracts, Wards Automotive
North America production estimates for significant customers, and input from operations personnel.

Driver Wages and Benefits

         The Projections assume that driver wages and benefits are $50.30 per unit delivered in the year ending
December 31, 2006. Driver wage and benefit costs during the projection period are primarily based on the historical
cost per unit as adjusted for known changes to contractual wage and benefit rates. For the years 2007 through 2009
the costs per delivered unit are expected to be:

                            2007                       2008                      2009
                            $51.60                    $52.46                    $52.46


Transportation, Claims and Operating

        The Projections assume that transportation, claims and operating costs (which includes fuel, cargo claims,
maintenance, tolls and other transportation expenses) are $34.37 per unit delivered in the year ending December 31,
2006. Transportation, claims and operating costs during the projection period are based on historical costs per unit,
expected fleet composition during the projection period, and known changes to the existing cost structure. For the
years 2007 through 2009 the costs per delivered unit are expected to be:

                            2007                       2008                      2009
                            $36.21                    $36.50                    $37.41


Terminal, Overhead and Other

         The Projections assume that terminal, overhead, and other costs, which primarily consist of corporate
overhead costs and costs associated with the operation of the Debtors terminal locations, will total $51.3M, or 15.4%
of revenue, in the year ending December 31, 2006. Terminal, overhead, and other costs for the years 2007 through
2009 are based on historical experience and include known changes to the terminal portfolio and nominal increases
to compensation costs. During 2007-2009, terminal overhead and other costs are expected to be the following as a
percent of revenue:

                            2007                       2008                      2009
                            14.0%                     13.9%                     13.7%




                                                         57
K&E 11468239.6
Interest Expense

           Interest expense included in the Projections is based on the post reorganization debt structure discussed
below.

Income Taxes

         The Projections assume a post emergence tax rate (federal and state combined) approximating 38% of pre-
tax income based upon the Reorganized Debtors’ anticipated post-Effective Date tax attributes.

Net Capital Expenditures

          Net Capital Expenditures are assumed to be approximately $4.2 million in 2006 (excluding the value of
capital leases), $18.5 million in 2007 and 2008, respectively, and $16.5 million in 2009.

Working Capital

         Receivables, payables and other working capital accounts are projected according to historical levels with
respect to total revenue and expenses.

Post Reorganization Debt

          The Projections assume that the emergence capital structure will consist of approximately $85 million of
term debt, a $63 million off-balance sheet letter of credit facility (which is assumed to increase over the projection
period in conjunction with new policy years for the Debtors insurance programs), and a $15.0 million revolving line
of credit.

Balance Sheet Adjustments

          All pre-petition first lien debt, as well as all debt associated with the DIP facility, are removed from the
balance sheet based on the assumption it will be extinguished with the proceeds of the new $85 million term facility
(which is added to the balance sheet). The secured portion of the second lien debt is removed from the balance sheet
and assumed to be converted to equity in accordance with the Plan. Additionally, Yucaipa has informed the Debtors
that the holders of the Second Lien Debt will be asserting an unsecured deficiency claim to the extent the amount of
the Second Lien Claims exceeds the value of the collateral that secures such debt. Based on the valuation of the
Reorganized Debtors set forth in Article VI.A. of the Disclosure Statement, the unsecured deficiency claim on
account of the Second Lien Claims is estimated to be in the range of approximately $10 million to $28 million,
excluding any postpetition fees, expenses and interest.

          Prepetition accounts payable and accrued liabilities subject to compromise are removed from the balance
sheet. Capitalized financing costs are written down to zero. The excess of the reorganization value over the
identifiable assets is recorded as an intangible asset. The asset values are best estimates and subject to change based
on final asset revaluation pursuant to GAAP.

Amended Customer Contracts

         The financial projections assume that the Reorganized Debtors will operate under several amended
Customer Contracts that provide for increases in the cost per delivered unit paid by the OEMs (all of which are
assumed to be effective as of January 1, 2007). If the Reorganized Debtors are not able to fully implement these rate
changes, or if volumes are significantly less than projected amounts, thereby limiting the impact of the rate
increases, then their projected financial performance could materially deteriorate, adversely affecting current and
future value.



                                                          58
K&E 11468239.6
                                                         VII.

                                        CONFIRMATION PROCEDURES

A.         THE CONFIRMATION HEARING

        Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court, after notice, to hold the
Confirmation Hearing. Section 1128(b) of the Bankruptcy Code provides that any party in interest may object to
confirmation of the Plan.

         The Bankruptcy Court has scheduled the Confirmation Hearing for December 21, 2006, at 3:00 p.m., E.T.,
before the Honorable Michael J. Kaplan, United States Bankruptcy Judge, in the United States Bankruptcy Court for
the Western District of New York, Part I, Third Floor, 300 Pearl Street, Buffalo, New York 14202. The
Confirmation Hearing may be adjourned from time to time by the Bankruptcy Court without further notice except
for an announcement of the adjourned date made at the Confirmation Hearing or any adjournment thereof.

        Objections to confirmation of the Plan must be Filed with the Bankruptcy Court and served on or before
4:00 p.m., E.T., December 15, 2006, in accordance with the Notice accompanying this Disclosure Statement. THE
BANKRUPTCY COURT WILL NOT CONSIDER OBJECTIONS TO CONFIRMATION UNLESS THEY
ARE TIMELY SERVED AND FILED IN COMPLIANCE WITH THE APPROVAL ORDER. Objections to
confirmation of the Plan must be served on:

           KIRKLAND & ELLIS LLP                                   LATHAM & WATKINS LLP
           James A. Stempel                                       Robert A. Klyman
           James W. Kapp III                                      Gregory O. Lunt
           Paul Wierbicki                                         633 West Fifth Street, Suite 4000
           200 East Randolph Drive                                Los Angeles, California 90071-2007
           Chicago, IL 60601                                      Telephone: (213) 485-1234
           Telephone: (312) 861-2000                              Facsimile: (213) 891-8763
           Facsimile: (312) 861-2200
                                                                  Attorneys for Yucaipa
           -and-

           HODGSON RUSS LLP
           Garry M. Graber
           One M&T Plaza
           Suite 2000
           Buffalo, NY 14203
           Telephone: (716) 856-4000
           Facsimile: (716) 849-0349

           Attorneys for the Debtors and Debtors in Possession

B.         STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN

         At the Confirmation Hearing, the Bankruptcy Court shall determine whether the requirements of section
1129 of the Bankruptcy Code have been satisfied. If so, the Bankruptcy Court shall enter the Confirmation Order.
The Debtors believe that the Plan satisfies or will satisfy the applicable requirements, as follows:

                   The Plan complies with the applicable provisions of the Bankruptcy Code.

                   The Debtors, as Plan proponent, will have complied with the applicable provisions of the
                   Bankruptcy Code.

                   The Plan has been proposed in good faith and not by any means forbidden by law.


                                                         59
K&E 11468239.6
                  Any payment made or promised under the Plan for services or for costs and expenses in, or
                  in connection with, the Chapter 11 Cases, or in connection with the Plan and incident to the
                  case, has been disclosed to the Bankruptcy Court, and any such payment: (a) made before
                  the Confirmation of the Plan is reasonable; or (b) subject to the approval of the Bankruptcy
                  Court as reasonable if it is to be fixed after the Confirmation of the Plan.

                  Either each holder of an Impaired Claim or Interest has accepted the Plan, or will receive or
                  retain under the Plan on account of that Claim or Interest, property of a value, as of the
                  Effective Date of the Plan, that is not less than the amount that the holder would receive or
                  retain if the Debtors were liquidated on that date under chapter 7 of the Bankruptcy Code.

                  Each Class of Claims or Interests that is entitled to vote on the Plan has either accepted the
                  Plan or is not Impaired under the Plan, or the Plan can be confirmed without the approval
                  of each voting Class pursuant to section 1129(b) of the Bankruptcy Code.

                  Except to the extent that the holder of a particular Claim will agree to a different treatment
                  of its Claim, the Plan provides that Administrative Claims, Priority Tax Claims, Other
                  Priority Claims and Other Secured Claims will be paid in full on the Effective Date, or as
                  soon thereafter as practicable.

                  At least one Class of Impaired Claims or Interests will accept the Plan, determined without
                  including any acceptance of the Plan by any insider holding a Claim of that Class.

                  Confirmation of the Plan is not likely to be followed by the liquidation or the need for
                  further financial reorganization of the Debtors or any successors thereto under the Plan
                  unless such a liquidation or reorganization is proposed in the Plan.

                  All fees of the type described in 28 U.S.C. § 1930, including the fees of the United States
                  Trustee, will be paid as of the Effective Date.

          The Debtors believe that: (a) the Plan satisfies or will satisfy all of the statutory requirements of chapter 11
of the Bankruptcy Code; (b) it has complied or will have complied with all of the requirements of chapter 11; and
(c) the Plan has been proposed in good faith.

Best Interests of Creditors Test/Liquidation Analysis

          Before the Plan may be confirmed, the Bankruptcy Court must find (with certain exceptions) that the Plan
provides, with respect to each Class, that each holder of a Claim or Interest in such Class either: (a) has accepted the
Plan; or (b) will receive or retain under the Plan property of a value, as of the Effective Date, that is not less than the
amount that such person would receive or retain if Debtors liquidated under chapter 7 of the Bankruptcy Code.

         In chapter 7 liquidation cases, unsecured creditors and interest holders of a debtor are paid from available
assets generally in the following order, with no junior Class receiving any payments until all amounts due to senior
Classes have been paid fully or any such payment is provided for:

                  Secured creditors (to the extent of the value of their collateral);

                  Priority creditors;

                  Unsecured creditors;

                  Debt expressly subordinated by its terms or by order of the Bankruptcy Court; and

                  Interest Holders.


                                                            60
K&E 11468239.6
          As described in more detail in the Liquidation Analysis set forth in Exhibit B hereto, the Debtors believe
that the value of any distributions in a chapter 7 case would be less than the value of distributions under the Plan
because, among other reasons, distributions in a chapter 7 case may not occur for a longer period of time, thereby
reducing the present value of such distributions. In this regard, it is possible that distribution of the proceeds of a
liquidation could be delayed for a period in order for a chapter 7 trustee and its professionals to become
knowledgeable about the chapter 11 cases and the Claims against the Debtors. In addition, proceeds received in a
chapter 7 liquidation are likely to be significantly discounted due to the distressed nature of the sale, and the fees and
expenses of a chapter 7 trustee would likely further reduce Cash available for distribution.

Feasibility

          The Bankruptcy Code requires the Bankruptcy Court to find, as a condition to confirmation, that
confirmation is not likely to be followed by a debtor’s liquidation or the need for further financial reorganization,
unless that liquidation or reorganization is contemplated by the Plan. For purposes of showing that the Plan meets
this feasibility standard, the Debtors have analyzed the Reorganized Debtors’ ability to meet their obligations under
the Plan and to retain sufficient liquidity and capital resources to conduct their businesses.

          The Debtors believe that, with a deleveraged capital structure, their businesses will be able to return to
viability. The decrease in the amount of debt on the Debtors’ balance sheet will substantially reduce their interest
expense, thus improving their cash flow. In particular, under the Plan, the Debtors will extinguish all $35 million of
Second Lien Claims and all unsecured claims that have been asserted against the Debtors.

         To support their belief in the Plan’s feasibility, Debtors, with the assistance of FTI, have prepared the
Projections set forth herein.

         The Projections indicate that the Reorganized Debtors should have sufficient cash flow to pay and service
their debt obligations and to fund their operations. Accordingly, the Debtors believe that the Plan complies with the
financial feasibility standard of section 1129(a)(11) of the Bankruptcy Code.

Acceptance by Impaired Classes

          The Bankruptcy Code requires, as a condition to confirmation, that, except as described in the following
section, each Class of Claims or Interests that is impaired under the Plan accept the Plan. A Class that is not
“impaired” under a plan of reorganization is deemed to have accepted the plan and, therefore, solicitation of
acceptances with respect to such Class is not required. A Class is “Impaired” unless the plan: (a) leaves unaltered
the legal, equitable and contractual rights to which the Claim or Interest entitles the holder of that Claim or Interest;
(b) cures any default and reinstates the original terms of the obligation; or (c) provides that, on the consummation
date, the holder of the Claim or Interest receives Cash equal to the Allowed amount of that Claim or, with respect to
any interest, any fixed liquidation preference to which the Interest holder is entitled or any fixed price at which the
Debtors may redeem the security.

Confirmation Without Acceptance by All Impaired Classes

         Section 1129(b) of the Bankruptcy Code allows a Bankruptcy Court to confirm a plan, even if all Impaired
Classes entitled to vote on the plan have not accepted it, provided that the plan has been accepted by at least one
Impaired Class.

         Section 1129(b) of the Bankruptcy Code states that, notwithstanding an Impaired Class’s failure to accept a
plan of reorganization, the plan shall be confirmed, at the plan proponent’s request, in a procedure commonly known
as “cram down,” so long as the plan does not “discriminate unfairly” and is “fair and equitable” with respect to each
Class of Claims or Interests that is Impaired under, and has not accepted, the plan.

          In general, a plan does not discriminate unfairly if it treats a class substantially equivalent to how other
classes that have equal rank are treated. Courts will take into account a number of factors in determining whether a
plan discriminates unfairly, including the effect of applicable subordination agreements between parties.


                                                           61
K&E 11468239.6
Accordingly, a plan could treat two classes of unsecured creditors differently without unfairly discriminating against
either class.

          The condition that a plan be “fair and equitable” to a non accepting class of secured claims includes the
requirements that: (a) the holders of such secured claims retain the liens securing such Claims to the extent of the
allowed amount of the Claims, whether the property subject to the liens is retained by Debtors or transferred to
another entity under the plan; and (b) each holder of a secured claim in the Class receives deferred Cash payments
totaling at least the allowed amount of such Claim with a present value, as of the effective date of the plan, at least
equivalent to the value of the secured claimant’s interest in the debtor’s property subject to the liens.

          The condition that a plan be “fair and equitable” with respect to a non accepting class of unsecured claims
includes the following requirement that either: (a) the plan provides that each holder of a Claim of such Class
receive or retain on account of such Claim property of a value, as of the effective date of the plan, equal to the
allowed amount of such Claim; or (b) the holder of any Claim or Interest that is junior to the Claims of such Class
will not receive or retain under the plan on account of such junior Claim or Interest any property.

           The condition that a plan be “fair and equitable” to a non accepting Class of Interests includes the
requirements that either: (a) the plan provides that each holder of an Interest in that Class receives or retains under
the plan, on account of that Interest, property of a value, as of the effective date of the plan, equal to the greater of
(i) the allowed amount of any fixed liquidation preference to which such holder is entitled, (ii) any fixed redemption
price to which such holder is entitled or (iii) the value of such interest; or (b) if the Class does not receive such an
amount as required under (a), no Class of Interests junior to the non accepting Class may receive a distribution under
the plan.

         The Plan provides that if any Impaired Class rejects the Plan, the Debtors reserve the right to seek to
confirm the Plan utilizing the “cram down” provisions of section 1129(b) of the Bankruptcy Code. To the extent
that any Impaired Class rejects the Plan or is deemed to have rejected the Plan, the Debtors will request confirmation
of the Plan, as it may be modified from time to time, under section 1129(b) of the Bankruptcy Code. Subject to the
terms of the Restructuring Support Agreement, the Debtors reserve the right to alter, amend, modify, revoke or
withdraw the Plan or any Plan Exhibit or Schedule, including to amend or modify it to satisfy the requirements of
section 1129(b) of the Bankruptcy Code, if necessary.

C.         RISK FACTORS

         Prior to deciding whether and how to vote on the Plan, each holder of a Claim should consider carefully all
of the information in this Disclosure Statement, and should particularly consider the Risk Factors described in
Article H, “CERTAIN RISK FACTORS AFFECTING THE DEBTORS”.

D.         IDENTITY OF PERSONS TO CONTACT FOR MORE INFORMATION

        Any interested party desiring further information about the Plan should contact: Counsel for the Debtors:
James A. Stempel, Esq., Kirkland & Ellis LLP, 200 East Randolph Street, Chicago, Illinois 60601.

E.         DISCLAIMER

         In formulating the Plan, the Debtors have relied on financial data derived from books and records. The
Debtors therefore represent that everything stated in the Disclosure Statement is true to the best of their knowledge.
The Debtors nonetheless cannot, and do not, confirm the current accuracy of all statements appearing in this
Disclosure Statement. Moreover, the Bankruptcy Court has not yet determined whether the Plan is confirmable and
therefore does not recommend whether you should accept or reject the Plan.

         The discussion in the Disclosure Statement regarding the Debtors may contain “forward looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements consist of
any statement other than a recitation of historical fact and can be identified by the use of forward looking
terminology such as “may,” “expect,” “anticipate,” “estimate” or “continue” or the negative thereof or other


                                                           62
K&E 11468239.6
variations thereon or comparable terminology. The reader is cautioned that all forward looking statements are
necessarily speculative and there are certain risks and uncertainties that could cause actual events or results to differ
materially from those referred to in such forward looking statements. The liquidation analyses, distribution
projections, and other information are estimates only, and the timing and amount of actual distributions to creditors
may be affected by many factors that cannot be predicted. Therefore, any analyses, estimates or recovery
projections may or may not turn out to be accurate.

       NOTHING CONTAINED IN THIS DISCLOSURE STATEMENT IS, OR SHALL BE DEEMED
TO BE, AN ADMISSION OR STATEMENT AGAINST INTEREST BY THE DEBTORS FOR PURPOSES
OF ANY PENDING OR FUTURE LITIGATION MATTER OR PROCEEDING.

      ALTHOUGH    THE   ATTORNEYS,    ACCOUNTANTS,  ADVISORS   AND  OTHER
PROFESSIONALS EMPLOYED BY THE DEBTORS HAVE ASSISTED IN PREPARING THIS
DISCLOSURE STATEMENT BASED UPON FACTUAL INFORMATION AND ASSUMPTIONS
RESPECTING FINANCIAL, BUSINESS, AND ACCOUNTING DATA FOUND IN THE BOOKS AND
RECORDS OF THE DEBTORS, THEY HAVE NOT INDEPENDENTLY VERIFIED SUCH
INFORMATION AND MAKE NO REPRESENTATIONS AS TO THE ACCURACY THEREOF. THE
ATTORNEYS, ACCOUNTANTS, ADVISORS AND OTHER PROFESSIONALS EMPLOYED BY THE
DEBTORS SHALL HAVE NO LIABILITY FOR THE INFORMATION IN THE DISCLOSURE
STATEMENT.

       THE DEBTORS AND THEIR PROFESSIONALS ALSO HAVE MADE A DILIGENT EFFORT
TO IDENTIFY IN THIS DISCLOSURE STATEMENT PENDING LITIGATION CLAIMS AND
PROJECTED OBJECTIONS TO CLAIMS. HOWEVER, NO RELIANCE SHOULD BE PLACED ON
THE FACT THAT A PARTICULAR LITIGATION CLAIM OR PROJECTED OBJECTION TO CLAIM
IS, OR IS NOT, IDENTIFIED IN THE DISCLOSURE STATEMENT. SUBJECT TO THE TERMS OF
THE FINAL DIP FACILITY ORDER, THE DEBTORS AND THE CREDITORS’ OFFICIAL
COMMITTEE MAY SEEK TO INVESTIGATE, FILE AND PROSECUTE CERTAIN RIGHTS OF
ACTION AND PROJECTED OBJECTIONS TO CLAIMS AFTER THE CONFIRMATION OR
EFFECTIVE DATE OF THE PLAN IRRESPECTIVE OF WHETHER THE DISCLOSURE STATEMENT
IDENTIFIES ANY SUCH CLAIMS OR OBJECTIONS TO CLAIMS.

                                                            VIII.

                           CERTAIN RISK FACTORS AFFECTING THE DEBTORS

      PRIOR TO VOTING TO ACCEPT OR REJECT THE PLAN, ALL IMPAIRED HOLDERS OF
CLAIMS SHOULD READ AND CAREFULLY CONSIDER THE FACTORS SET FORTH BELOW, AS
WELL AS ALL OTHER INFORMATION SET FORTH OR OTHERWISE REFERENCED IN THIS
DISCLOSURE STATEMENT.

A.         GENERAL

          The following provides a summary of various important considerations and risk factors associated with the
Plan. However, it is not exhaustive. In considering whether to vote for or against the Plan, holders of Claims or
Interests should read and carefully consider the factors set forth below, as well as all other information set forth or
otherwise referenced in this Disclosure Statement.

B.         CERTAIN BANKRUPTCY LAW CONSIDERATIONS

Parties-in-Interest May Object To Debtors’ Classification of Claims and Interests

          Section 1122 of the Bankruptcy Code provides that a plan of reorganization may place a class or an interest
in a particular class only if such claim or interest is substantially similar to the other claims or interests in such class.
The Debtors believe that the classification of Claims and Interests under the Plan complies with the requirements set


                                                             63
K&E 11468239.6
forth in the Bankruptcy Code because the Debtors created nine classes of Claims and Interests, each encompassing
Claims or Interests that are substantially similar to the other Claims or Interests in each such class.

A Delay in Plan Confirmation May Disrupt the Debtors’ Operations and Have Potential Adverse Effects of
Prolonged Confirmation Process

         A prolonged confirmation process could adversely affect the Debtors’ relationships with their customers,
suppliers, and employees, which, in turn, could adversely affect the Debtors’ competitive position, financial
condition, and results of operations. Such developments could, in turn, adversely affect the price of the New
Common Stock, and hence the value of assets available to satisfy holders of Allowed Claims.

Risk of Non-Confirmation of the Plan

          Although the Debtors believe that the Plan will satisfy all requirements necessary for Confirmation, there
can be no assurance that the Bankruptcy Court will reach the same conclusion. Moreover, there can be no assurance
that modifications of the Plan will not be required for Confirmation or that such Modifications would not necessitate
the resolicitation of votes.

The Debtors May Not be Able to Secure Confirmation of the Plan

          There can be no assurance that the requisite acceptances to confirm the Plan will be received. Even if the
requisite acceptances are received, there can be no assurance that the Bankruptcy Court will confirm the Plan. A
non-accepting creditor or equity holder of Debtors might challenge the adequacy of this Disclosure Statement or the
balloting procedures and results as not being in compliance with the Bankruptcy Code or Bankruptcy Rules. Even if
the Bankruptcy Court determined that the Disclosure Statement and the balloting procedures and results were
appropriate, the Bankruptcy Court could still decline to confirm the Plan if it found that any of the statutory
requirements for confirmation had not been met, including that the terms of the Plan are fair and equitable to non-
accepting Classes. Section 1129 of the Bankruptcy Code sets forth the requirements for confirmation and requires,
among other things, a finding by the Bankruptcy Court that the Plan “does not unfairly discriminate” and is “fair and
equitable” with respect to any non-accepting Classes, confirmation of the Plan is not likely to be followed by a
liquidation or a need for further financial reorganization and the value of distributions to non-accepting holders of
claims and interests within a particular class under the Plan will not be less than the value of distributions such
holders would receive if Debtors were liquidated under Chapter 7 of the Bankruptcy Code. While there can be no
assurance that these requirements will be met, Debtors believe that the Plan will not be followed by a need for
further financial reorganization and that non-accepting holders within each Class under the Plan will receive
distributions at least as great as would be received following a liquidation under Chapter 7 of the Bankruptcy Code
when taking into consideration all administrative claims and costs associated with any such Chapter 7 case. Debtors
believe that holders of Interests in Debtors would receive no distribution under either a liquidation pursuant to
Chapter 7 or Chapter 11.

          The confirmation of the Plan is also subject to certain conditions as described in Section 8 hereof. If the
Plan is not confirmed, it is unclear whether a restructuring of Debtors could be implemented and what distributions
holders of Claims or Interest ultimately would receive with respect to their Claims or Interests. If an alternative
reorganization could not be agreed to, it is possible that Debtors would have to liquidate their assets, in which case it
is likely that holders of Claims and Interests would receive substantially less favorable treatment than they would
receive under the Plan.

         The Debtors, subject to the terms and conditions of the Plan, reserve the right to modify the terms of the
Plan as necessary for Confirmation. Any such Modification could result in a less favorable treatment of any non
accepting Class or Classes, as well as of any Classes junior to such non accepting Classes, than the treatment
currently provided in the Plan. Such a less favorable treatment could include a distribution of property to the Class
affected by the modification of a lesser value than currently provided in the Plan or no distribution of property
whatsoever under the Plan.




                                                           64
K&E 11468239.6
Risk of Post-Confirmation Default

          At the Confirmation Hearing, the Court will be required to make a judicial determination that the Plan is
feasible, but that determination does not serve as any guarantee that there will not be any post-confirmation defaults.
The Debtors believe that the cash flow generated from operations and post-Effective Date borrowing will be
sufficient to meet the Reorganized Debtors’ operating requirements, their obligations under the Exit Financing, and
other post-confirmation obligations under the Plan.

The Debtors May Object to the Amount or Classification of a Claim

          Except as otherwise provided in the Plan, the Debtors reserve the right to object to the amount or
classification of any Claim or Interest deemed Allowed under the Plan. The estimates set forth in this Disclosure
Statement cannot be relied on by any holder of a Claim or Interest where such Claim or Interest is subject to an
objection. Any holder of a Claim may not receive its specified share of the estimated distributions described in this
Disclosure Statement.

Risk of Non-Occurrence of the Effective Date

       Although the Debtors believe that the Effective Date may occur as soon as ten (10) Business Days after the
Confirmation Date, there can be no assurance as to such timing.

Contingencies Not to Affect Votes of Impaired Classes to Accept the Plan

         The distributions available to holders of Allowed Claims under the Plan can be affected by a variety of
contingencies, including, without limitation, whether the Bankruptcy Court orders certain Claims to be subordinated
to other Claims. The occurrence of any and all such contingencies which could affect distributions available to
holders of Allowed Claims under the Plan, however, will not affect the validity of the vote taken by the Impaired
Classes to accept or reject the Plan or require any sort of revote by the Impaired Classes.

C.         FINANCIAL INFORMATION; DISCLAIMER

         Although the Debtors have used their reasonable best efforts to ensure the accuracy of the financial
information provided in this Disclosure Statement, some of the financial information contained in this Disclosure
Statement has not been audited and is based upon an analysis of data available at the time of the preparation of the
Plan and this Disclosure Statement. While the Debtors believe that such financial information fairly reflects the
financial condition of the Debtors, the Debtors are unable to warrant or represent that the information contained
herein and attached hereto is without inaccuracies.

D.         FACTORS AFFECTING THE VALUE OF THE SECURITIES TO BE ISSUED UNDER THE
           PLAN

The Reorganized Debtors May Not be Able to Achieve Projected Financial Results

         The Reorganized Debtors may not be able to meet their projected financial results or achieve the revenue or
cash flow that they have assumed in projecting future business prospects. If the Reorganized Debtors do not achieve
these projected revenue or cash flow levels, they may lack sufficient liquidity to continue operating as planned after
the Effective Date. The Debtors’ financial projections represent management’s view based on current known facts
and hypothetical assumptions about the Reorganized Debtors’ future operations. However, the Projections set forth
herein do not guarantee the Reorganized Debtors’ future financial performance.

The Reorganized Debtors May Not be Able to Meet Post-Reorganization Debt Obligations and Finance All
Operating Expenses, Working Capital Needs and Capital Expenditures

         To the extent the Reorganized Debtors are unable to meet their projected financial results or achieve
projected revenues and cash flows, the Reorganized Debtors may be unable to service their debt obligations as they


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K&E 11468239.6
come due or to meet the Reorganized Debtors’ operational needs. Such a failure may preclude the Reorganized
Debtors from developing or enhancing their products, taking advantage of future opportunities, growing their
business or responding to competitive pressures.

Certain Tax Implications of the Debtors’ Bankruptcy and Reorganization May Increase the Tax Liability of the
Reorganized Debtors

        Holders of Claims should carefully review Article X hereof, “CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF THE PLAN — Certain U.S. Federal Income Tax Consequences to the Reorganized
Debtors,” to determine how the tax implications of the Plan and these Chapter 11 Cases may adversely affect the
Reorganized Debtors.

E.         RISK FACTORS ASSOCIATED WITH THE BUSINESS

The Debtors’ Business is Affected by the U.S. Economy and the Varying Economic and Business Cycles of Their
Customers

          The Debtors’ business is vulnerable to the U.S. economy and the varying economic and business cycles of
their customers.

The General Economic and/or Business Conditions Affecting the Automotive Industry May Adversely Impact the
Debtors

          The automotive industry in the United States as a whole is facing a downturn in economic and business
conditions. In particular, both General Motors Corporation and Ford Motor Company, two of the Company’s largest
customers, are trying to return their North American automotive operations to profitability through a combination of
strict cost control, capacity rationalization (plant closings) and the acceleration of new product/technology
introductions. Unless they can stem their ongoing market share declines, further production cuts will have a ripple
effect throughout the automotive industry and impact the profitability of those businesses most dependent on these
domestic manufacturers, including the Company.

The Debtors Have Incurred Significant Losses In Recent Years

         There can be no assurance that the Reorganized Debtors will be, or of the extent to which they will be,
profitable.

The Debtors May Be Adversely Impacted by the Inability to Reduce Costs

         There is substantial, continuing pressure from the major OEMs to reduce costs, including the cost of
products and services purchased from outside vendors. In addition, the Debtors’ business is capital intensive. If the
Debtors are unable to generate sufficient cost savings in the future to offset price reductions and any reduction in
customer demand for vehicle-hauling services, the Debtors’ profitability would be adversely affected.

Competition

         Certain of the Debtors’ principal competitors may be better able to withstand market conditions within the
automobile industry. The Debtors generally compete on the basis of, among other things: (a) quality and breadth of
service; (b) expertise; (c) reliability; and (d) price. There can be no assurance that the Debtors will not encounter
increased competition in the future, which could have a material adverse effect on their business, financial condition
and results of operations. In addition, certain of the Debtors’ competitors may attempt to use these Chapter 11 Cases
and rumors concerning the Debtors’ financial condition to their advantage. These discussions and rumors may
adversely affect relations with the Debtors’ customers, vendors and employees.




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K&E 11468239.6
Reliance on Key Personnel

         The Debtors’ success and future prospects depend on the continued contributions of their senior
management. The Debtors current financial position makes it difficult for it to retain key employees. There can be
no assurances that the Debtors would be able to find qualified replacements for these individuals if their services
were no longer available. The loss of services of one or more members of the senior management team could have a
material adverse effect on the Debtors’ business, financial condition and results of operations.

Loss of Key Customers

         If some of the Debtors’ existing customers ceased doing business with the Debtors, or if the Debtors were
unable to generate new customers, they could experience an adverse impact on their business, financial condition
and results of operations. The Debtors cannot be certain that any given customer in any given year will continue to
use the Debtors’ services in subsequent years. There is significant risk in concentrating their sales with these
customers, including but not limited to, potential customer insolvency, work stoppage, or other adverse
circumstances.

         Further, the Debtors are dependent on certain domestic and foreign OEMs as their largest customers. The
loss of any one of these customers, or a significant reduction in demand for vehicles for which the Debtors provide
vehicle-hauling services, would have a material adverse effect on the Debtors’ existing and future revenues and net
income.

F.         FACTORS AFFECTING THE REORGANIZED DEBTORS

           1.     General Factors

Capital Requirements

         The business of the Reorganized Debtors is expected to have certain capital expenditure needs. While the
Debtors’ projections assume that operations and post-Effective Date borrowings will generate sufficient funds to
meet capital expenditure needs for the foreseeable future, the Reorganized Debtors’ ability to gain access to
additional capital, if needed, cannot be assured, particularly in view of competitive factors and industry conditions.

Variances from Projections

          The fundamental premise of the Plan is the de-leveraging of the Debtors and the implementation and
realization of the Debtors’ business plan, as reflected in the projections contained in this Disclosure Statement. The
Projections reflect numerous assumptions concerning the anticipated future performance of the Reorganized
Debtors, some of which may not materialize. Such assumptions include, among other items, assumptions concerning
the general economy, the ability to make necessary capital expenditures, the ability to maintain market strength,
consumer preferences and the ability to increase gross margins and control future operating expenses. The Debtors
believe that the assumptions underlying the Projections are reasonable. However, unanticipated events and
circumstances occurring subsequent to the preparation of the Projections may affect the actual financial results of
the Reorganized Debtors. Therefore, the actual results achieved throughout the periods covered by the Projections
necessarily will vary from the projected results and such variations may be material and adverse.

           2.     Litigation Risks

         From time to time, the Debtors are subject to claims or litigation incidental to their business. As of the date
of the Disclosure Statement, the Debtors are not currently involved in any legal proceedings that, individually or in
the aggregate, are expected to have a material effect on their business, financial condition, results of operations or
cash flows.

                  (a)      Risk that the Information in this Disclosure Statement May be Inaccurate



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K&E 11468239.6
         The statements contained in this Disclosure Statement are made by the Debtors as of the date hereof, unless
otherwise specified herein, and the delivery of this Disclosure Statement after that date does not imply that there has
not been a change since that date in the information set forth herein. The Debtors may subsequently update the
information in this Disclosure Statement, but they have no duty to update this Disclosure Statement unless ordered
to do so by the Court. Further, the pro forma and prospective financial information contained herein, unless
otherwise expressly indicated, is unaudited. Finally, neither the SEC nor any other governmental authority has
passed upon the accuracy or adequacy of this Disclosure Statement, the Plan, or any Exhibits thereto.

      THESE RISK FACTORS CONTAIN CERTAIN STATEMENTS THAT ARE “FORWARD
LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. THESE STATEMENTS ARE SUBJECT TO A NUMBER OF ASSUMPTIONS,
RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE
DEBTORS, INCLUDING THE IMPLEMENTATION OF THE PLAN, THE CONTINUING
AVAILABILITY OF SUFFICIENT BORROWING CAPACITY OR OTHER FINANCING TO FUND
OPERATIONS, CURRENCY EXCHANGE RATE FLUCTUATIONS, TERRORIST ACTIONS OR ACTS
OF WAR, OPERATING EFFICIENCIES, LABOR RELATIONS, ACTIONS OF GOVERNMENTAL
BODIES AND OTHER MARKET AND COMPETITIVE CONDITIONS. HOLDERS OF CLAIMS AND
INTERESTS ARE CAUTIONED THAT THE FORWARD LOOKING STATEMENTS SPEAK AS OF THE
DATE MADE AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE. ACTUAL RESULTS OR
DEVELOPMENTS MAY DIFFER MATERIALLY FROM THE EXPECTATIONS EXPRESSED OR
IMPLIED IN THE FORWARD LOOKING STATEMENTS AND THE DEBTORS UNDERTAKE NO
OBLIGATION TO UPDATE ANY SUCH STATEMENTS.

                                                          IX.

                 ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN

        If the Plan is not confirmed and consummated, the alternatives to the Plan include: (a) liquidation of the
Debtors under chapter 7 of the Bankruptcy Code; and (b) alternative plan(s) of reorganization.

A.         LIQUIDATION UNDER CHAPTER 7

          If no plan can be confirmed, the Debtors’ Chapter 11 Cases may be converted to a case (or cases) under
chapter 7 of the Bankruptcy Code, pursuant to which a trustee would be elected to liquidate the assets of the Debtors
for distribution in accordance with the priorities established by the Bankruptcy Code. A discussion of the effects
that a chapter 7 liquidation would have on the recoveries of holders of Claims and Interests is set forth in Article
VII.B. above entitled “CONFIRMATION PROCEDURES Best Interests of the Creditors/Liquidation Analysis” and
the Debtors’ liquidation analysis, which is Exhibit B hereto. The Debtors believe that liquidation under chapter 7
would result in smaller distributions being made to creditors than those provided for in the Plan because of: (i) the
likelihood that the Debtors’ assets would have to be sold or otherwise disposed of in a less orderly fashion over a
shorter period of time; (ii) additional administrative expenses involved in the appointment of a trustee; and
(iii) additional expenses and claims, some of which would be entitled to priority, which would be generated during
the liquidation and from the rejection of leases and other executory contracts in connection with a cessation of the
Debtors’ operations.

B.         ALTERNATIVE PLAN(S) OF REORGANIZATION

          If the Plan is not confirmed, the Debtors (or if the Debtors’ exclusive period in which to file a plan of
reorganization has expired, any other party in interest) could attempt to formulate a different plan. Such a plan
might involve either a reorganization and continuation of the Debtors’ business or an orderly liquidation of their
assets. With respect to an alternative plan, the Debtors have explored various alternatives in connection with the
formulation and development of the Plan. The Debtors believe that the Plan, as described herein, enables creditors
to realize the most value under the circumstances. In a liquidation under chapter 11, the Debtors’ assets would be
sold in an orderly fashion over a more extended period of time than in a liquidation under chapter 7, possibly
resulting in somewhat greater (but indeterminate) recoveries than would be obtained in chapter 7. Further, if a
trustee were not appointed, because such appointment is not required in a chapter 11 case, the expenses for

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K&E 11468239.6
professional fees would most likely be lower than those incurred in a chapter 7 case. Although preferable to a
chapter 7 liquidation, the Debtors believe that any alternative liquidation under chapter 11 is a much less attractive
alternative to creditors and Interest holders than the Plan because of the greater return provided by the Plan.

                                                          X.

                           CERTAIN FEDERAL INCOME TAX CONSEQUENCES

          The following discussion summarizes certain federal income tax consequences of the implementation of the
Plan to the Debtors, the Reorganized Debtors and certain holders of Claims. The following summary is based on the
Internal Revenue Code of 1986, as amended (the “Tax Code”), Treasury Regulations promulgated thereunder (the
“Regulations”), judicial decisions and published administrative rules and pronouncements of the Internal Revenue
Service as in effect on the date hereof. Changes in such rules or new interpretations thereof may have retroactive
effect and could significantly affect the federal income tax consequences described below.

          The federal income tax consequences of the Plan are complex and are subject to significant uncertainties.
The Debtors have not requested and will not request a ruling from the Internal Revenue Service or an opinion of
counsel with respect to any of the tax aspects of the Plan. Thus, no assurance can be given as to the interpretation
that the Internal Revenue Service will adopt. In addition, this summary does not address foreign, state or local tax
consequences of the Plan, nor does it purport to address the federal income tax consequences of the Plan to special
classes of taxpayers (such as Persons who are related to the Debtors within the meaning of the Tax Code, foreign
taxpayers, broker-dealers, banks, mutual funds, insurance companies, financial institutions, small business
investment companies, regulated investment companies, tax-exempt organizations, investors in pass-through entities
and holders of Claims who are themselves in bankruptcy). Furthermore, this discussion assumes that holders of
Claims hold only Claims in a single Class. Holders of Claims should consult their own tax advisors as to the effect
such ownership may have on the federal income tax consequences described below.

        This discussion assumes that, except as recharacterized by an Order of the Bankruptcy Court, the various
debt and other arrangements to which the Debtors are a party will be respected for federal income tax purposes in
accordance with their form.

      ACCORDINGLY, THE FOLLOWING SUMMARY OF CERTAIN FEDERAL INCOME TAX
CONSEQUENCES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR
CAREFUL TAX PLANNING AND ADVICE BASED UPON THE INDIVIDUAL CIRCUMSTANCES
PERTAINING TO A HOLDER OF A CLAIM. ALL HOLDERS OF CLAIMS ARE URGED TO CONSULT
THEIR OWN TAX ADVISORS FOR THE FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES
APPLICABLE UNDER THE PLAN.

      INTERNAL REVENUE SERVICE CIRCULAR 230 DISCLOSURE: TO ENSURE COMPLIANCE
WITH REQUIREMENTS IMPOSED BY THE UNITED STATE INTERNAL REVENUE SERVICE, ANY TAX
ADVICE CONTAINED IN THIS DISCLOSURE STATEMENT (INCLUDING ANY ATTACHMENTS) IS NOT
INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE
PURPOSE OF AVOIDING TAX-RELATED PENALTIES UNDER THE TAX CODE. TAX ADVICE
CONTAINED IN THIS DISCLOSURE STATEMENT (INCLUDING ANY ATTACHMENTS) IS NOT
WRITTEN TO SUPPORT THE PROMOTION, MARKETING OR RECOMMENDATION TO ANOTHER
PARTY OF THE TRANSACTIONS OR MATTERS ADDRESSED BY THIS DISCLOSURE STATEMENT.
EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

A.         CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THE DEBTORS
           AND THE REORGANIZED DEBTORS

        The Debtors reported consolidated net operating loss (“NOL”) carryforwards for federal income tax
purposes of approximately $68 million as of December 31, 2005. As discussed below, the amount of the Debtors’
NOL carryforwards may be significantly reduced or eliminated upon implementation of the Plan. In addition, the


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K&E 11468239.6
Reorganized Debtors’ subsequent utilization of any losses and NOL carryforwards remaining and possibly certain
other tax attributes may be restricted as a result of and upon the implementation of the Plan.

           1.     Reduction Of NOLs

          The Tax Code provides that a debtor in a bankruptcy case must reduce certain of its tax attributes such as
NOL carryforwards, current year NOLs, tax credits and tax basis in assets by the amount of any cancellation of
indebtedness (“COD”) realized upon consummation of the Plan. COD is the amount by which the indebtedness
discharged (reduced by any unamortized discount) exceeds any consideration given in exchange therefor, subject to
certain statutory or judicial exceptions that can apply to limit the amount of COD (such as where the payment of the
canceled debt would have given rise to a tax deduction).

          As a result of Consummation of the Plan, and in particular the cancellation of some Claims and exchange
of other Claims for New Common Stock and the General Unsecured Claim Distribution, the Debtors expect to
realize substantial COD. The extent of such COD and resulting tax attribute reduction will depend significantly on
the value of the New Common Stock and General Unsecured Claim Distribution. Based on the estimated
reorganization value of the Reorganized Debtors, it is anticipated that there will be material reductions in the
consolidated NOL carryforwards and current year NOLs of the Reorganized Debtors. Indeed, it may be that the
amount of COD will exceed the amount of the NOLs thereby eliminating the NOLs and also reducing the
Reorganized Debtors’ tax basis in their assets.

           2.     Limitation On NOL Carryforwards And Other Tax Attributes

          Under section 382 of the Tax Code, if a corporation undergoes an “ownership change,” the amount of its
NOL and tax credit carryforwards and certain other tax attributes allocable to periods prior to the ownership change
(collectively, “Pre-Change Losses”) that may be utilized to offset future taxable income generally is subject to an
annual limitation. As discussed more fully herein, the Debtors anticipate that the issuance of the New Common
Stock pursuant to the Plan will result in an “ownership change” of the Reorganized Debtors for these purposes, and
that the Debtors’ use of their NOL carryforwards, if any, will be subject to limitation unless an exception to the
general rules of section 382 of the Tax Code apply.

           3.     General Section 382 Annual Limitation

         In general, the amount of the annual limitation to which a corporation that undergoes an ownership change
is subject equals the product of (a) the fair market value of the stock of the loss corporation immediately before the
ownership change (with certain adjustments) multiplied by (b) the “long-term tax-exempt rate” in effect for the
month in which the ownership change occurs, which for October 2006 is 4.52%. Any unused limitation may be
carried forward, thereby increasing the annual limitation in the subsequent taxable year.

           4.     Special Bankruptcy Exceptions

         An exception to the foregoing annual limitation rules generally applies when so-called “qualified creditors”
of a company in bankruptcy receive, in respect of their claims, at least 50% of the vote and value of the stock of the
reorganized debtor (or a controlling corporation if also in bankruptcy) pursuant to a confirmed chapter 11 plan (the
“382(l)(5) Exception”). Under the 382(l)(5) Exception, a debtor’s Pre-Change Losses are not limited on an annual
basis but, instead, are required to be reduced by the amount of any interest deductions claimed during the three
taxable years preceding the Effective Date, and during the part of the taxable year prior to and including the plan of
reorganization, in respect of all debt converted into stock in the reorganization. However, if the 382(l)(5) Exception
applies and the Reorganized Debtors undergo another ownership change within two years after Consummation of
the Plan, the Reorganized Debtors’ Pre-Change Losses effectively would be eliminated in their entirety. A Debtor
may elect to not have the 382(l)(5) Exception apply.

         Where the 382(l)(5) Exception is not applicable (either because the debtor company does not qualify for it
or the debtor company otherwise elects not to utilize the 382(l)(5) Exception), a second special rule will generally
apply (the “382(l)(6) Exception”). When the 382(l)(6) Exception applies, a corporation in bankruptcy that


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K&E 11468239.6
undergoes an “ownership change” generally is permitted to determine the fair market value of its stock after taking
into account the increase in value resulting from any surrender or cancellation of creditors’ claims in the bankruptcy.
This differs from the ordinary rule that requires the fair market value of a corporation that undergoes an ownership
change to be determined immediately before the events giving rise to the change. The 382(l)(6) Exception also
differs from the 382(l)(5) Exception in that under it the Reorganized Debtors are not required to reduce their NOLs
by the amount of interest deductions claimed within the prior three-year period and the Reorganized Debtors may
undergo a change of ownership within two years after emergence from bankruptcy without triggering the
elimination of their NOLs.

         The Reorganized Debtors believe that they will not be able to elect to utilize the 382(l)(5) Exception will
not apply to the reorganization under the Plan. In the event that the Reorganized Debtors are not able to use, or elect
out of, the 382(l)(5) Exception, the Debtors expect that the Reorganized Debtors’ use of NOLs, if any, after the
Effective Date will be subject to limitation based on the rules discussed above, but taking into account the 382(l)(6)
Exception.

B.         CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THE HOLDERS
           OF CLASS 2 CLAIMS

         Pursuant to the Plan, holders of Class 2 Allowed Second Lien Claims will receive, in full satisfaction and
discharge of their Claims, New PLG Common Stock The federal income tax consequences of the Plan to such
holders of Claims will depend, in part, on whether the claims surrendered constitute a “security” for federal income
tax purposes.

          Whether a debt instrument constitutes a “security” is determined based on all the facts and circumstances,
but most authorities have held that the length of the term of a debt instrument at initial issuance is an important
factor in determining whether such instrument is a security for federal income tax purposes. These authorities
indicate that a term of less than five years is evidence that the instrument is not a security, whereas a term of ten
years or more is evidence that it is a security. There are numerous other factors that could be taken into account in
determining whether a debt instrument is a security (which determination is generally made as of the original issue
date of the intstrument), including the security for payment, the creditworthiness of the obligor, the subordination or
lack thereof with respect to other creditors, the right to vote or otherwise participate in the management of the
obligor, convertibility of the instrument into an equity interest of the obligor, whether payments of interest are fixed,
variable or contingent and whether such payments are made on a current basis or accrued.

          If a holder’s Claims are treated as securities, the exchange of such Claims for New PLG Common Stock
should be treated as a recapitalization and therefore a tax-free reorganization under the Tax Code. In general, this
means that a holder will not recognize loss with respect to the exchange and will not recognize gain except with
respect to unpaid interest on the Claims that accrued during the holder’s holding period in the Claims. A holder
should obtain a tax basis in the New PLG Common Stock equal to the tax basis of the Claims exchanged therefore.
A holder should have a holding period for the New Common Stock that includes the holding period for the Claims;
provided that the tax basis of any share of New PLG Common Stock treated as received in satisfaction of accrued
interest should equal the amount of such accrued interest, and the holding period for such share of New PLG
Common Stock should not include the holding period of the Claims.

         If a holder’s Claims are not treated as “securities” for federal income tax purposes, a holder should be
treated as exchanging its Claims for New PLG Common Stock in a fully taxable exchange. In that case, the holder
should recognize gain or loss equal to the difference between (i) the fair market value of the New PLG Common
Stock as of the Effective Date received that is not allocable to accrued interest not previously included in taxable
income and (ii) the holder’s tax basis in the Claims surrendered by the holder. Such gain or loss should be capital in
nature (subject to the “market discount” rules described below) and should be long-term capital gain or loss if the
Claims were held for more than one year by the holder. To the extent that a portion of the New PLG Common
Stock received in the exchange is allocable to accrued interest, the holder may recognize ordinary income, which is
addressed in the discussion below regarding accrued interest. A holder’s tax basis in the New PLG Common Stock
received should equal their fair market value as of the Effective Date. A holder’s holding period for the New PLG
Common Stock should begin on the day following the Effective Date.


                                                           71
K&E 11468239.6
         To the extent that any amount received by a holder of a Claim is attributable to accrued interest not
previously included in taxable income, such amount should be taxable to the holder as interest income. Conversely,
a holder of a Claim may be able to recognize a deductible loss (or, possibly, a write-off against a reserve for
worthless debts) to the extent that any accrued interest on the Claims was previously included in the holder’s gross
income but was not paid in full by the Debtors. Such loss may be ordinary, but the tax law is unclear on this point.

          The extent to which the consideration received by a holder of a Claim will be attributable to accrued
interest is unclear. Nevertheless, the Regulations generally treat a payment under a debt instrument first as a
payment of accrued and untaxed interest and then as a payment of principal.

         Under the “market discount” provisions of sections 1276 through 1278 of the Tax Code, some or all of the
gain realized by a holder of a Claim who exchanges the Claim for New PLG Common Stock on the Effective Date
may be treated as ordinary income (instead of capital gain), to the extent of the amount of “market discount” on the
Claim. In general, a debt instrument is considered to have been acquired with “market discount” if its holder’s
adjusted tax basis in the debt instrument is less than (i) the sum of all remaining payments to be made on the debt
instrument (excluding “qualified stated interest”) or (ii) in the case of a debt instrument issued with original issue
discount, its adjusted issue price, in each case, by at least a de minimis amount (equal to 0.25% of the sum of all
remaining payments to be made on the Claim, excluding qualified stated interest, multiplied by the number of
remaining whole years to maturity).

         Any gain recognized by a holder on the taxable disposition of Claims that had been acquired with market
discount should be treated as ordinary income to the extent of the market discount that accrued thereon while such
Claims were considered to be held by the holder (unless the holder elected to include market discount in income as it
accrued). To the extent that the surrendered Claims that had been acquired with market discount are deemed to be
exchanged for New PLG Common Stock in a tax-free reorganization, any market discount that accrued on such
debts but was not recognized by the holder may cause any gain recognized on the subsequent sale, exchange,
redemption or other disposition of the New PLG Common Stock to be treated as ordinary income to the extent of the
accrued but unrecognized market discount with respect to the exchanged Claim.

C.         CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THE HOLDERS
           OF CLASS 3 CLAIMS

          Pursuant to the Plan, holders of Class 3 Other Secured Claims whose claims are not reinstated, will receive
in full satisfaction and discharge of their Claims one of (i) Cash, (ii) deferred Cash payments totaling at least the
Allowed amount of such Allowed Class 3 Claim, or a value, as of the Effective Date, of at least the value of such
holder’s interest in the Debtors’ property securing the Allowed Class 3 Claim, (iii) the property of the Debtors
securing such holder’s Allowed Class 3 Claim, (iv) payments or Liens amounting to the indubitable equivalent of
the value of such holder’s interest in the Debtors’ property securing the Allowed Class 3 Claim or (v) such other
treatment as the Debtor and such holder shall have agreed upon in writing. A holder who receives one or more of
the consideration outlined above in exchange for its Claim pursuant to the Plan generally will recognize income,
gain or loss for federal income tax purposes in an amount equal to the difference between (1) the value of the
consideration received in exchange for its Claim and (2) the holder’s adjusted tax basis in its Claim. The character
of such gain or loss as capital gain or loss or as ordinary income or loss will be determined by a number of factors,
including the tax status of the holder, the nature of the Claim in such holder’s hands, whether the Claim constitutes a
capital asset in the hands of the holder, whether the Claim was purchased at a discount and whether and to what
extent the holder has previously claimed a bad debt deduction with respect to its Claim.

         To the extent that any amount received by a holder of a Claim is attributable to accrued interest not
previously included in taxable income, such amount should be taxable to the holder as interest income. Conversely,
a holder of a Claim may be able to recognize a deductible loss (or, possibly, a write-off against a reserve for
worthless debts) to the extent that any accrued interest on the Claim was previously included in the holder’s gross
income but was not paid in full by the Debtors. Such loss may be ordinary, but the tax law is unclear on this point.

          The extent to which the consideration received by the holder of a Claim will be attributable to accrued
interest is unclear. Nevertheless, the Regulations generally treat a payment under a debt instrument first as a
payment of accrued and untaxed interest and then as a payment of principal.

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K&E 11468239.6
D.         CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THE HOLDERS
           OF CLASS 5 CLAIMS

        Pursuant to the Plan, holders of Class 5 General Unsecured Claims will receive, in full satisfaction and
discharge of their Claims, the General Unsecured Claim Distribution. The amount received, if any, under the
General Unsecured Claim Distribution is contingent on the outcome of the claims placed into the Liquidating Trust.

         A holder should be treated as exchanging its Claims for the General Unsecured Claim Distribution in a
fully taxable exchange. In that case, the holder should recognize gain or loss equal to the difference between (i) the
fair market value of the General Unsecured Claim Distribution as of the Effective Date received that is not allocable
to accrued interest not previously included in taxable income and (ii) the holder’s tax basis in the Claims
surrendered by the holder. Such gain or loss should be capital in nature (subject to the “market discount” rules
described below) and should be long-term capital gain or loss if the Claims were held for more than one year by the
holder. To the extent that a portion of the General Unsecured Claim Distribution received in the exchange is
allocable to accrued interest not previously included in taxable income, the holder may recognize ordinary income,
which is addressed in the discussion below regarding accrued interest. A holder’s tax basis in the General
Unsecured Claim Distribution received should equal their fair market value as of the Effective Date. A holder’s
holding period for the General Unsecured Claim Distribution should begin on the day following the Effective Date.

         A holder may be able to treat the transaction as an ‘open’ transaction for tax purposes, in which case the
recognition of any gain or loss on the transaction would be deferred pending the determination of the amount of the
General Unsecured Claim Distribution received. The federal income tax consequences of an open transaction are
uncertain and highly complex use of the open transaction method is generally disfavored by the Internal Revenue
Service. Accordingly, a holder should consult with its own tax advisor if it believes open transaction treatment
might be appropriate.

         To the extent that any amount received by a holder of a Claim is attributable to accrued interest not
previously included in taxable income, such amount should be taxable to the holder as interest income. Conversely,
a holder of a Claim may be able to recognize a deductible loss (or, possibly, a write-off against a reserve for
worthless debts) to the extent that any accrued interest on the Claims was previously included in the holder’s gross
income but was not paid in full by the Debtors. Such loss may be ordinary, but the tax law is unclear on this point.

          The extent to which the consideration received by a holder of a Claim will be attributable to accrued
interest is unclear. Nevertheless, the Regulations generally treat a payment under a debt instrument first as a
payment of accrued and untaxed interest and then as a payment of principal.

         Any gain recognized by a holder on the taxable disposition of Claims that had been acquired with market
discount should be treated as ordinary income to the extent of the market discount that accrued thereon while such
Claims were considered to be held by the holder (unless the holder elected to include market discount in income as it
accrued) as discussed in Article X.B. above.

      THE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX. THE
FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF FEDERAL INCOME TAXATION THAT
MAY BE RELEVANT TO A PARTICULAR HOLDER IN LIGHT OF SUCH HOLDER’S CIRCUMSTANCES
AND INCOME TAX SITUATION. ALL HOLDERS OF CLAIMS OR EQUITY INTERESTS SHOULD
CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF
THE TRANSACTION CONTEMPLATED BY THE PLAN, INCLUDING THE APPLICABILITY AND EFFECT
OF ANY STATE, LOCAL OR FOREIGN TAX LAWS AND OF ANY CHANGE IN APPLICABLE TAX LAWS.




                                                         73
K&E 11468239.6
                                                           XI.

                                   CONCLUSION AND RECOMMENDATION

         The Debtors believe the Plan is in the best interests of all creditors and urge the holders of Class 1, 2, 3 and
5 Claims entitled to vote to accept the Plan and to evidence such acceptance by returning their Ballots so they will
be received by the Debtors’ Voting Agent no later than December 18, 2006.

Dated: November 21, 2006

                                                                 Respectfully submitted,

                                                                 Leaseway Motorcar Transport Company


                                                                 /s/ Jeffrey Cornish
                                                                 By: Jeffrey Cornish
                                                                 Its: President and Chief Executive Officer



                                                                 Performance Logistics Group, Inc.


                                                                 /s/ Jeffrey Cornish
                                                                 By: Jeffrey Cornish
                                                                 Its: President and Chief Executive Officer



                                                                 Performance Transportation Services, Inc.


                                                                 /s/ Jeffrey Cornish
                                                                 By: Jeffrey Cornish
                                                                 Its: President and Chief Executive Officer



                                                                 Automotive Logistics Corp.


                                                                 /s/ Jeffrey Cornish
                                                                 By: Jeffrey Cornish
                                                                 Its: Chief Financial Officer



                                                                 E. and L. Transport Company L.L.C.


                                                                 /s/ Jeffrey Cornish
                                                                 By: Jeffrey Cornish
                                                                 Its: President and Chief Executive Officer


                                                           74
K&E 11468239.6
                      Florida Leasco Company L.L.C.


                      /s/ Jeffrey Cornish
                      By: Jeffrey Cornish
                      Its: President and Chief Executive Officer



                      HFS Investments, Inc.


                      /s/ Jeffrey Cornish
                      By: Jeffrey Cornish
                      Its: President and Chief Executive Officer



                      Hadley Auto Transport


                      /s/ Jeffrey Cornish
                      By: Jeffrey Cornish
                      Its: President and Chief Executive Officer



                      Hadley Computer Services


                      /s/ William Kirkland
                      By: William Kirkland
                      Its: President and Chief Executive Officer



                      LAC Holding Corp.


                      /s/ Jeffrey Cornish
                      By: Jeffrey Cornish
                      Its: President and Chief Executive Officer



                      Logistics Computer Services, Inc.


                      /s/ William Kirkland
                      By: William Kirkland
                      Its: President and Chief Executive Officer


                 75
K&E 11468239.6
                      PLG Leasing Corp.


                      /s/ Jeffrey Cornish
                      By: Jeffrey Cornish
                      Its: President and Chief Executive Officer



                      Transportation Releasing L.L.C.


                      /s/ Jeffrey Cornish
                      By: Jeffrey Cornish
                      Its: President and Chief Executive Officer



                      Vehicle Logistics Associates, L.L.C.


                      /s/ William Kirkland
                      By: William Kirkland
                      Its: President and Chief Executive Officer


                      Yucaipa American Alliance Fund I, LP and Yucaipa
                      American Alliance (Parallel) Fund I, LP


                      /s/ Robert P. Bermingham
                      By: Robert P. Bermingham
                      Its: Vice President




                 76
K&E 11468239.6
Prepared by:

KIRKLAND & ELLIS LLP             LATHAM & WATKINS LLP
James A. Stempel                 Robert A. Klyman
James W. Kapp III                Gregory O. Lunt
Paul Wierbicki                   633 West Fifth Street, Suite 4000
200 East Randolph Drive          Los Angeles, California 90071-2007
Chicago, Illinois 60601          Telephone: (213) 485-1234
Telephone: (312) 861-2000        Facsimile: (213) 891-8763
Facsimile: (312) 861-2200

-and-

HODGSON RUSS LLP
Garry M. Graber
One M&T Plaza
Suite 2000
Buffalo, New York 14203
Telephone: (716) 856-4000
Facsimile: (716) 849-0349




                            77
K&E 11468239.6

				
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