Exhibit 4.2


                        SUBSIDIARY GUARANTY AGREEMENT


     THIS  AGREEMENT  dated  as  of  August  23,  2007  among Con-way Inc., a
Delaware  corporation  (the  "Borrower"),  each of the Subsidiary  Guarantors
party hereto from time to time (collectively,  the  "Subsidiary  Guarantors")
and Goldman Sachs Credit Partners L.P., as Agent.

     WHEREAS, the Borrower has entered into that Bridge Credit Agreement  (as
the  same  may  be  amended, modified, supplemented and extended from time to
time, the "Credit Agreement") dated as of August 23, 2007 among the Borrower,
the Banks party thereto and Goldman Sachs Credit Partners L.P., as Agent (the
"Agent"), pursuant to  which the Borrower may be entitled, subject to certain
conditions, to borrow up to $500,000,000;

     WHEREAS, the Credit  Agreement  provides,  among  other things, that one
condition to its effectiveness is the execution and delivery  of  a  guaranty
substantially  in  the  form  of  this  Agreement  by  the  Borrower  and the
Subsidiary Guarantors listed on the signature pages hereof; and

     WHEREAS, in conjunction with the transactions contemplated by the Credit
Agreement  and  in consideration of the financial and other support that  the
Borrower has provided,  and  such financial and other support as the Borrower
may in the future provide, to  the  Subsidiary  Guarantors,  and  in order to
induce  the  Banks  and  the  Agent  to enter into the Credit Agreement,  the
Subsidiary Guarantors listed on the signature  pages  hereof  are  willing to
guaranty the obligations of the Borrower under the Credit Agreement  and  the
Notes issued pursuant thereto;

     NOW,  THEREFORE,  in  consideration  of  the premises and other good and
valuable  consideration,  the receipt and sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

                                 ARTICLE 1.
                                 DEFINITIONS

     Section 1.01 Definitions.

     Terms defined in the Credit  Agreement  and not otherwise defined herein
are used herein as therein defined.  In addition, the following term, as used
herein, has the following meaning:

     "Guarantied Obligations" means (i) all obligations  of  the  Borrower in
respect  of  principal  of and interest on the Loans and the Notes, (ii)  all
other amounts payable by  the  Borrower  under  the  Credit  Agreement or the
Notes, if any, and (iii) all renewals or extensions of the foregoing, in each
case   whether   now   outstanding  or  hereafter  arising.   The  Guarantied
Obligations shall include,  without limitation, any interest, costs, fees and
expenses which accrue on or with  respect  to  any  of the foregoing, whether
before  or  after the commencement of any case, proceeding  or  other  action
relating to the  bankruptcy,  insolvency or reorganization of any one or more
of the Borrower and the Subsidiary  Guarantors, and any such interest, costs,
fees and expenses that would have accrued thereon or with respect thereto but
for the commencement of such case, proceeding or other action.








                                  ARTICLE 2
                                 GUARANTIES

     Section 2.01 The Guaranties.

     Subject to Section 2.03, the Subsidiary  Guarantors  hereby, jointly and
severally,  unconditionally  and irrevocably guaranty to the  Banks  and  the
Agent and to each of them, the  due  and  punctual  payment of all Guarantied
Obligations  as and when the same shall become due and  payable,  whether  at
maturity, by declaration  or  otherwise,  according to the terms thereof.  In
case of failure by the Borrower punctually to pay any indebtedness guarantied
hereby, the Subsidiary Guarantors, subject  to  Section 2.03, hereby jointly,
severally and, to the extent permitted by law, unconditionally  agree to make
such  payment  punctually as and when the same shall become due and  payable,
whether at maturity, or by demand, declaration, acceleration or otherwise.

     Section 2.02 Guaranties Unconditional; Waiver.

     To the extent  permitted  by  applicable  law,  the  obligations of each
Subsidiary Guarantor under this Article 2 shall be unconditional and absolute
and without limiting the generality of the foregoing, shall,  to  the  extent
permitted by law, not be released, discharged or otherwise affected by:

         (a)   any  extension,  renewal,  settlement,  compromise,  waiver or
     release  in  respect  of  any obligation of any other Obligor under  any
     Financing Document, by operation of law or otherwise;

         (b)   any modification  or  amendment (including any increase in the
     aggregate  Commitments  and  any increase  in  the  obligations  of  the
     Borrower under the Financing Documents)  of  or  supplement to any other
     Financing Document;

         (c)   any  modification, amendment, waiver, release,  non-perfection
     or invalidity of  any direct or indirect security, or of any guaranty or
     other liability of  any  third  party,  for  any obligation of any other
     Obligor under any Financing Document;

         (d)   any change in the corporate existence,  structure or ownership
     of  any other Obligor or any insolvency, bankruptcy,  reorganization  or
     other  similar  proceeding  affecting any other Obligor or its assets or
     any  resulting release or discharge  of  any  obligation  of  any  other
     Obligor contained in any Financing Document;

         (e)   the  existence of any claim, set-off or other rights which any
     Subsidiary Guarantor may have at any time against any other Obligor, the
     Agent,  any Bank  or  any  other  Person,  whether  or  not  arising  in
     connection  with  the  Financing Documents; provided that nothing herein
     shall prevent the assertion  of  any  such  claim  by  separate  suit or
     compulsory counterclaim;

         (f)   any invalidity or unenforceability relating to or against  any
     other Obligor for any reason of any Financing Document, or any provision
     of  applicable  law  or regulation purporting to prohibit the payment by
     any other Obligor of the  principal  of  or  interest on any Note or any
     other amount payable by any other Obligor under  any Financing Document;
     or

         (g)   any other act or omission to act or delay  of  any kind by any
     other  Obligor,  the  Agent, any Bank or any other Person or  any  other
     circumstance whatsoever  (other  than  payment in full of all Guarantied
     Obligations)  that  might,  but for the provisions  of  this  paragraph,
     constitute a legal or equitable  discharge  of  the  obligations  of any
     Subsidiary Guarantor under this Article 2.

With  respect  to  its  obligations  hereunder,  to  the  extent permitted by
applicable law, each Subsidiary Guarantor hereby expressly  waives diligence,
presentment, demand of payment, protest and all notices whatsoever,  and  any
requirement  that the Agent or any Bank exhaust any right, power or remedy or
proceed against  any  Person  under any of the Financing Documents or against
any other Person under any other  guarantee  of,  or security for, any of the
Guaranteed Obligations.

     In  accordance  with  Section 2856 of the California  Civil  Code,  each
Subsidiary Guarantor unconditionally  and  irrevocably  waives  any  and  all
rights  and  defenses  available  to  it  by reason of Sections 2787 to 2855,
inclusive, 2899 and 3433 of the California Civil Code.  No other provision of
this Agreement shall be construed as limiting  the  generality  of any of the
covenants  and waivers set forth in this paragraph.  As provided below,  this
Agreement shall  be  governed  by,  and  shall  be  construed and enforced in
accordance  with,  the  laws  of the State of New York.   This  paragraph  is
included solely out of an abundance of caution, and shall not be construed to
mean that any of the above-referenced provisions of California law are in any
way applicable to this Agreement or to any of the Guarantied Obligations.

     Section 2.03 Fraudulent Transfer.

     Anything in this Guaranty Agreement to the contrary notwithstanding, the
obligations of each Subsidiary  Guarantor  hereunder  shall  be  limited to a
maximum  aggregate amount equal to the greatest amount that would not  render
such Subsidiary  Guarantor's  obligations hereunder subject to avoidance as a
fraudulent transfer, obligation  or  conveyance under Section 548 of Title 11
of  the  United  States  Code  or  any provisions  of  applicable  state  law
(collectively, the "Fraudulent Transfer  Laws"),  in  each  case after giving
effect to all other liabilities of such Subsidiary Guarantor,  contingent  or
otherwise, that are relevant under the Fraudulent Transfer Laws (specifically
excluding,  however,  any  liabilities  of  such  Subsidiary Guarantor (A) in
respect of intercompany debt owed or owing to the Borrower  or  affiliates of
the Borrower  to the extent that such debt would be discharged in  an  amount
equal to the amount paid by such Subsidiary Guarantor hereunder and (B) under
any  Guarantee of senior unsecured debt or indebtedness subordinated in right
of  payment  to  the  Guaranteed  Obligations,  which  Guarantee  contains  a
limitation  as  to  maximum  amount similar to that set forth in this Section
2.03, pursuant to which the liability  of such Subsidiary Guarantor hereunder
is included in the liabilities taken into account in determining such maximum
amount) and after giving effect as assets  to  the value (as determined under
the applicable provisions of the Fraudulent Transfer  Laws)  of any rights to
subrogation, contribution, reimbursement, indemnity or similar rights of such
Subsidiary  Guarantor  pursuant  to (I) applicable law or (II) any  agreement
providing for an equitable allocation  among  such  Subsidiary  Guarantor and
other  affiliates of the Borrower of obligations arising under guarantees  by
such parties (including the agreements described in Section 2.08).

     Section 2.04 Discharge; Reinstatement in Certain Circumstances.

     Except  as  otherwise provided in Sections 3.01(c) and 4.03 hereof, each
Subsidiary Guarantor's  obligations under this Article 2 shall remain in full
force and effect until the  Commitments  are  terminated and the principal of
and interest on the Loans and all other amounts payable by the Borrower under
the Financing Documents shall have been paid in  full.   If  at  any time any
payment  of  the  principal  of  or  interest on any Loan or any other amount
payable by the Borrower under any Financing  Document is rescinded or must be
otherwise   restored   or  returned  upon  the  insolvency,   bankruptcy   or
reorganization  of any Obligor  or  otherwise,  each  Subsidiary  Guarantor's
obligations under  this  Article 2  with  respect  to  such  payment shall be
reinstated  at such time as though such payment had become due  but  had  not
been made at such time.

     Section 2.05 Subrogation.

     Each Subsidiary Guarantor that makes a payment hereunder with respect to
a Guarantied  Obligation  shall  be  subrogated  to  the  rights of the payee
against the Borrower with respect to such payment, provided,  that  until the
Commitments have terminated, and all Guarantied Obligations have been paid in
full  and  no  Person or court or governmental authority shall have made  any
request for the  return  or  reimbursement of any funds from the Agent or any
Bank in connection with monies  received  under  the  Financing Documents (i)
such  Subsidiary  Guarantor  shall  not  enforce any such right  against  the
Borrower (or enforce any right of reimbursement  or  contribution relating to
such payment against the Borrower or any other Subsidiary Guarantor) and (ii)
the  rights  against  the  Borrower  to  which such Subsidiary  Guarantor  is
subrogated  and  any  rights  of  reimbursement  or  contribution  that  such
Subsidiary Guarantor may have against  the  Borrower  or any other Subsidiary
Guarantor shall be subordinate and junior in right of payment  to  all  other
obligations  of  the Borrower or such other Subsidiary Guarantor, as the case
may be, under the Financing Documents.

     Section 2.06 Stay of Acceleration.

     If acceleration  of  the  time  for payment of any amount payable by the
Borrower  under  the  Financing Documents  is  stayed  upon  the  insolvency,
bankruptcy or reorganization  of  the  Borrower,  all  such amounts otherwise
subject to acceleration under the terms of the Financing  Documents shall, to
the  extent  permitted  by  law,  nonetheless  be payable by each  Subsidiary
Guarantor hereunder forthwith on demand by the Agent  made  at the request of
the Required Banks.

     Section 2.07 Taxes.

     Without  limiting  the  generality  of  any other provision hereof  each
Subsidiary  Guarantor  agrees  that, if it makes  a  payment  hereunder  with
respect to a Guaranteed Obligation,  it  will  have the same obligations with
respect to such payment and any related Taxes or  Other Taxes as the Borrower
would have had under Section 8.04 of the Credit Agreement if such payment had
been made by the Borrower.

     Section 2.08 Right of Contribution.

          The Subsidiary Guarantors hereby agree, as  among  themselves, that
if  any  Subsidiary  Guarantor  shall become an Excess Funding Guarantor  (as
defined below), each other Subsidiary  Guarantor  shall,  on  demand  of such
Excess  Funding  Guarantor  (but subject to the succeeding provisions of this
Section 2.08), pay to such Excess  Funding  Guarantor an amount equal to such
Subsidiary Guarantor's Pro Rata Share (as defined  below  and determined, for
this  purpose, without reference to the properties, assets,  liabilities  and
debts of  such  Excess  Funding Guarantor) of such Excess Payment (as defined
below).  The payment obligation  of  any  Subsidiary  Guarantor to any Excess
Funding Guarantor under this Section 2.08 shall be subordinate and subject in
right  of  payment  to the prior payment in full of the obligations  of  such
Subsidiary Guarantor  under  the other provisions of this Article 2, and such
Excess Funding Guarantor shall  not exercise any right or remedy with respect
to  such  excess until payment and  satisfaction  in  full  of  all  of  such
obligations.  For purposes hereof, (a) "Excess Funding Guarantor" shall mean,
in respect  of  any  obligations  arising  under the other provisions of this
Article 2 (hereafter, the "Obligations"), a  Subsidiary  Guarantor  that  has
paid  an  amount  in  excess  of  its  Pro Rata Share of the Obligations; (b)
"Excess Payment" shall mean, in respect  of  any Obligations, the amount paid
by  an  Excess Funding Guarantor in excess of its  Pro  Rata  Share  of  such
Obligations; and (c) "Pro Rata Share", for the purposes of this Section 2.08,
shall  mean,  for  any  Subsidiary  Guarantor,  the  ratio  (expressed  as  a
percentage)  of  (i)  the amount by which the aggregate present fair saleable
value of all of its assets and properties exceeds the amount of all debts and
liabilities of such Subsidiary Guarantor (including contingent, subordinated,
unmatured, and unliquidated  liabilities,  but  excluding  the obligations of
such  Subsidiary  Guarantor  hereunder)  to  (ii)  the  amount  by which  the
aggregate  present fair saleable value of all assets and other properties  of
the Borrower  and  all of the Subsidiary Guarantors exceeds the amount of all
of the debts and liabilities  (including contingent, subordinated, unmatured,
and unliquidated liabilities, but  excluding  the obligations of the Borrower
under the Financing Documents and the Subsidiary Guarantors hereunder) of the
Borrower and all of the Subsidiary Guarantors, all as of the Closing Date (if
any Subsidiary Guarantor becomes a party hereto  subsequent  to  the  Closing
Date,  then  for the purposes of this Section 2.08 such subsequent Subsidiary
Guarantor shall  be  deemed  to  have  been  a Subsidiary Guarantor as of the
Closing Date and the information pertaining to,  and only pertaining to, such
Subsidiary  Guarantor  as  of  the date such Subsidiary  Guarantor  became  a
Subsidiary Guarantor shall be deemed true as of the Closing Date).

                                  ARTICLE 3
                      ADDITIONAL SUBSIDIARY GUARANTORS

     Section 3.01 Additional  Subsidiary  Guarantors;  release  of  Subsidiary
                   Guarantors.

    (a)   On the Closing Date  and  on  each  Reporting  Date thereafter, the
Borrower  shall cause one or more Subsidiaries that are not  then  Subsidiary
Guarantors  to execute and deliver to the Agent a letter substantially in the
form of Exhibit C-1  hereto,  whereupon  such Subsidiary shall become a party
hereto and both a Subsidiary Guarantor and an Obligor for all purposes of the
Financing Documents, to the extent necessary  such  that  after giving effect
thereto,  as  of  the most recently ended fiscal quarter for which  financial
statements have been delivered, only non-Significant Subsidiaries and Foreign
Subsidiaries will be Non-Guarantor Subsidiaries. On or promptly following the
date on which the Borrower  shall  directly or indirectly acquire (through an
acquisition of assets, a merger or otherwise)  a  Significant Subsidiary that
is  not a Subsidiary Guarantor or a Foreign Subsidiary,  the  Borrower  shall
cause  such  Significant  Subsidiary  to  execute  and deliver to the Agent a
letter  substantially  in  the  form  of Exhibit C-1 hereto,  whereupon  such
Significant Subsidiary shall become a party  hereto  and  both  a  Subsidiary
Guarantor  and  an Obligor for all purposes of the Financing Documents.  Upon
each such execution  and  delivery,  the  Borrower  shall be deemed to make a
representation and warranty as to the facts set forth in Sections 4.02, 4.03,
and 4.09 of the Credit Agreement.  "Non-Guarantor Subsidiary"  means,  at any
time,  any  Subsidiary  that  is  not  a  Subsidiary  Guarantor at such time.
"Reporting  Date"  means  the  date  that  is 30 days after delivery  of  the
Borrower's annual or quarterly financial statements  to the Agent pursuant to
Section 5.01 of the Credit Agreement.

    (b)   On each Reporting Date, the Borrower shall deliver  to  the Agent a
list  of the Subsidiary Guarantors, a list of the Non-Guarantor Subsidiaries,
and calculations  in  reasonable detail demonstrating compliance with Section
3.01(a).

    (c)   At any time or  from  time  to  time upon receipt by the Agent of a
certificate, signed on behalf of the Borrower  by the chief financial officer
or  chief accounting officer of the Borrower, requesting  the  release  of  a
Subsidiary  Guarantor from its obligations under this Agreement in connection
with the direct  or  indirect  sale, transfer, disposition or conveyance of a
majority of the equity interests in such Subsidiary Guarantor permitted under
Section 5.10 of the Credit Agreement,  representing  and warranting that such
sale, transfer, disposition or conveyance is permitted  under Section 5.10 of
the  Credit  Agreement, such Subsidiary Guarantor shall be  automatically  be
released from  its  obligations hereunder upon the consummation of such sale,
transfer, disposition  or  conveyance.  The Agent shall, at the sole cost and
expense of the Borrower, execute  and deliver to the Borrower such instrument
or other document as may be reasonably  requested  by the Borrower evidencing
the release of such Subsidiary Guarantor hereunder.

                                  ARTICLE 4
                                MISCELLANEOUS

     Section 4.01 Notices.

     Unless  otherwise  specified  herein, all notices,  requests  and  other
communications  ("notices")  to  any party  hereunder  shall  be  in  writing
(including facsimile transmission  or  similar writing) and shall be given to
such party at its address or facsimile number  set  forth  on  the  signature
pages  hereof  or  on  its  letter  substantially  in the form of Exhibit C-1
hereto,  as  applicable (or, in the case of any Subsidiary  Guarantor  as  to
which no such  address  or  facsimile  number  is  so set forth, to it at the
address or facsimile number of the Borrower set forth  on the signature pages
hereof) or such other address or facsimile number as such party may hereafter
specify for the purpose by notice to the Agent.  Each such  notice  shall  be
effective  (i) if  given  by  facsimile  transmission, when such facsimile is
transmitted to the facsimile transmission  number specified in or pursuant to
this Section 4.01 and telephonic confirmation  of receipt thereof is received
or (ii) if given by mail or by any other means, when delivered at the address
specified in this Section 4.01.

     Section 4.02 No Waiver.

     No failure or delay by the Agent or any Bank  in  exercising  any right,
power or privilege under this Agreement or any other Financing Document shall
operate as a waiver thereof nor shall any single or partial exercise  thereof
preclude  any  other or further exercise thereof or the exercise of any other
right, power or  privilege.   The  rights  and  remedies  herein  and therein
provided  shall  be  cumulative  and  not exclusive of any rights or remedies
provided by law.

     Section 4.03 Amendments and Waivers; Termination.

     Any provision of this Agreement may  be  amended  or waived if, and only
if,  such amendment or waiver is in writing and is signed  by  the  Borrower,
each Subsidiary Guarantor and the Agent with the prior written consent of the
Required  Banks;  provided  that  except  as  otherwise  provided  in Section
3.01(c), the  consent  of  each  Bank  shall  be  required  to release all or
substantially  all  of  the  Subsidiary  Guarantors  from  their  obligations
hereunder;  and  provided  further that (x) Subsidiary Guarantors may  become
parties  to  this  Agreement in  accordance  with  Section  3.01(a)  and  (y)
Subsidiary Guarantors  may be released from this Agreement in accordance with
Section 3.01(c), in each case, without the consent of Required Banks.

     Section 4.04 Governing  Law; Submission to Jurisdiction; Waiver of a Jury
                   Trial.

     This Agreement shall be construed in accordance with and governed by the
law of the State of New York.   Each  of  the  Subsidiary  Guarantors  hereby
agrees  to  be bound by each provision of the Credit Agreement which purports
to bind all Obligors to the same extent as if it were a party thereto.

     Section 4.05 Successors and Assigns.

     This Agreement  is  for the benefit of the Banks and the Agent and their
respective successors and  assigns  and  in the event of an assignment of the
Loans, the Notes or other amounts payable  under the Financing Documents, the
rights hereunder, to the extent applicable to  the  indebtedness so assigned,
shall  be  transferred with such indebtedness.  All the  provisions  of  this
Agreement shall  be  binding  upon  and  inure  to the benefit of the parties
hereto and their respective successors and assigns.

     Section 4.06 Counterparts; Effectiveness.

     This  Agreement  may be signed in any number of  counterparts,  each  of
which shall be an original,  and all of which taken together shall constitute
a single instrument, with the  same  effect  as if the signatures thereto and
hereto were upon the same instrument.  This Agreement  shall become effective
when  the  Agent  shall  have  received a counterpart hereof  signed  by  the
Borrower and one or more of the  Subsidiary  Guarantors  and  when the Credit
Agreement  shall become effective in accordance with its terms.   Thereafter,
upon execution  and  delivery  of  a  letter  substantially  in  the  form of
Exhibit C-1  hereto  on  behalf  of  any  other  Subsidiary  Guarantor,  this
Agreement shall become effective with respect to such Subsidiary Guarantor as
of the date of such delivery.

     Section 4.07 Submission to Jurisdiction.

     The  Borrower  and  each  Subsidiary  Guarantor  hereby  submits  to the
nonexclusive  jurisdiction  of  the  United  States  District  Court  for the
Southern District of New York and of any New York State court sitting in  New
York City for purposes of all legal proceedings arising out of or relating to
this  Subsidiary  Guaranty  or  the  transactions  contemplated thereby.  The
Borrower  and each Subsidiary Guarantor irrevocably waives,  to  the  fullest
extent permitted  by law, any objection which it may now or hereafter have to
the laying of the venue  of  any  such proceeding brought in such a court and
any claim that any such proceeding  brought  in such a court has been brought
in an inconvenient forum.

     Section 4.08 Waiver of a Jury Trial.

     EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY
RIGHT  TO  TRIAL  BY JURY OF ANY CLAIM, DEMAND, ACTION  OR  CAUSE  OF  ACTION
ARISING UNDER THIS  AGREEMENT  OR  IN  ANY  WAY  CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR  ANY OF THEM WITH RESPECT
TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO,  IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE;  AND EACH PARTY HEREBY AGREES AND CONSENTS THAT  ANY  SUCH  CLAIM,
DEMAND, ACTION  OR  CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY  TO  THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS SECTION WITH  ANY  COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.










     IN WITNESS WHEREOF, the parties hereto  have caused this Agreement to be
duly executed by their respective authorized officers  as  of  the date first
above written.

BORROWER:                      CON-WAY INC., a Delaware corporation

                               By: /s/ Mark C. Thickpenny
                                   -------------------------
                               Name:  Mark C. Thickpenny
                               Title:  Vice President - Treasurer

                               c/o CON-WAY INC.
                               2855 Campus Drive, Suite 300
                               San Mateo, CA 94403
                               Facsimile number: (650) 378-5200
                               Telephone number: (650) 357-9160


SUBSIDIARY GUARANTORS:         CON-WAY FREIGHT INC.,
                               a Delaware corporation

                               By: /s/ Mark C. Thickpenny
                                   -------------------------
                               Name: Mark C. Thickpenny
                               Title:  Assistant Treasurer

                               c/o CON-WAY INC.
                               2855 Campus Drive, Suite 300
                               San Mateo, CA 94403
                               Facsimile number: (650) 378-5200
                               Telephone number: (650) 357-9160



                               MENLO WORLDWIDE, LLC,
                               a Delaware limited liability company


                               By: /s/ Mark C. Thickpenny
                                   -------------------------
                               Name: Mark C. Thickpenny
                               Title: Assistant Treasurer

                               c/o CON-WAY INC.
                               2855 Campus Drive, Suite 300
                               San Mateo, CA 94403
                               Facsimile number: (650) 378-5200
                               Telephone number: (650) 357-9160



                               MENLO LOGISTICS, INC.,
                               a Delaware corporation

                               By: /s/ Mark C. Thickpenny
                                   ------------------------
                               Name: Mark C. Thickpenny
                               Title:  Assistant Treasurer

                               c/o CON-WAY INC.
                               2855 Campus Drive, Suite 300
                               San Mateo, CA 94403
                               Facsimile number: (650) 378-5200
                               Telephone number: (650) 357-9160



                               TRANSPORTATION RESOURCES, INC.,
                               a Missouri corporation

                               By: /s/ Mark C. Thickpenny
                                   ------------------------
                               Name: Mark C. Thickpenny
                               Title: Mark C. Thickpenny

                               c/o CON-WAY INC.
                               2855 Campus Drive, Suite 300
                               San Mateo, CA 94403
                               Facsimile number: (650) 378-5200
                               Telephone number: (650) 357-9160



                               CONTRACT FREIGHTERS, INC.,
                               a Missouri corporation

                               By: /s/ Mark C. Thickpenny
                                   ------------------------
                               Name:  Mark C. Thickpenny
                               Title:  Assistant Treasurer

                               c/o CON-WAY INC.
                               2855 Campus Drive, Suite 300
                               San Mateo, CA 94403
                               Facsimile number: (650) 378-5200
                               Telephone number: (650) 357-9160




GOLDMAN SACHS CREDIT PARTNERS L.P., as Agent

By: Walter A. Jackson
    -------------------
Name: Walter A. Jackson
Title:  Authorized Signatory