Lincolnshire Portfolio Investments

Flight Training Acquisitions brings together two recognized leaders in aviation training, Delta Connection Academy and Aerosim Technologies to develop global aviation training capabilities, and to develop and market simulation-based products. The academy, established in October 1989 by Comair Airlines, operates a fleet of 73 aircraft and has a combined total enrollment of more than 550 flight students. Aerosim Technologies of Burnsville, Minn., founded in 1993, specializes in low-cost, high fidelity, simulation-based training products and offers pilot and maintenance technician training tools for ground school, flight training, and distance learning applications. Aerosim and DCA have had a relationship since 2007. The academy uses desktop avionics system trainers, advanced aviation training devices, and flight training devices for its Cirrus aircraft that were manufactured by Aerosim. Management believes the new company will be able to provide training more efficiently, allowing FTA to take advantage of the ever increasing global demand for pilot training.

Wabash National Corp is one of the leading manufacturers of semi trailers in North America. Established in 1985, the company specializes in the design and production of dry freight vans, refrigerated vans, flatbed trailers, drop deck trailers, dump trailers, truck bodies and intermodal equipment. Its innovative core products are sold under the DuraPlate®, ArcticLite®, Eagle® and Benson™ brand names. The company operates two wholly owned subsidiaries; Transcraft® Corporation, a manufacturer of flatbed, drop deck and dump trailers and truck bodies; and Wabash National Trailer Centers, trailer service centers and retail distributors of new and used trailers and aftermarket parts throughout the U.S.

The Alaska Club is the leading operator of premium health and fitness facilities in Alaska. Founded in 1986, The Alaska Club has an estimated 60% market share in Alaska and maintains a statewide network of 18 full service locations. The clubs are located throughout Alaska in Anchorage, Fairbanks, Juneau, Wasilla and Eagle River and offer members an unparalleled array of activities, services, and equipment, including state-of-the-art fitness equipment, the ExpressWay circuit (limited duration, complete workouts), personal training, women only and luxury format clubs, child care services, basketball courts, racquet sports, pools, and climbing walls. The Alaska Club’s membership plans span from Economy to Platinum, attracting both individuals and families, and the clubs are unique to each location and range in size from approximately 5,000 square feet to 108,000 square feet. The Alaska Club is among the top 25 fitness companies in the nation.

Based in Vernal, Utah and founded in 1988, Cutters Wireline performs cased hole electric wireline services that are critical throughout the life of a well, including logging, perforation, mechanical services and plug and abandonment. The company utilizes measurement instruments and tools attached to armored cables that are lowered into the well shaft to log and evaluate downhole conditions, to perforate the well pipe and casing to enhance flow, and to recover stuck piping from the shaft during the drilling process.

RNI-Dalbo

RNI - Dalbo, located in Vernal Utah, provides services and materials to oil and gas exploration sites in Eastern Utah and Western Colorado. Dalbo is comprised of three complementary entities - Dalbo, Inc., A-1 Tank Rental & Brine Service, Inc. as well as Dalbo Craig. Dalbo’s business deals with the transport of fluids that are pumped into gas wells to fracture rocks and release natural gas; and A-1 Tank Rental & Brine Service Inc., which sells and disposes of such fluids, as well as renting tanks that are used to transport the fluids. The company is also a platform for consolidation in the fluid-tanker business, which is dominated by mom-and-pop shops that have as few as two trucks each. Dalbo currently has 160 trucks and employs 200 people. Dalbo has made significant investments in its trucks and facilities and believes there is significant potential to expand its geographical reach.

Visual Products Corp. designs, manufactures, installs and services both interior and exterior electronic signs and billboards. With the recent add-on of Transworld Signs, a high volume producer of exterior and interior signs including commercial and directional freestanding signs, building fascia, cabinet signs and channel letters, decorative border neon and awnings, Fallon now services a broader range of customers including the United States Postal Service, Shell Oil, United Artists Cinemas, Sonics and Carls Jr./Hardees.

Peripheral Computer Support, Inc. is a leading independent provider of aftermarket repair and logistical support services to the computer storage device industry. As a premier third party service provider, the Company is well positioned to benefit from the growing trend among storage device original equipment manufacturers and systems integrators to outsource logistical support services, repair services and other non-core functions.

Computer Technology Solutions, Corp. is a leading provider of after-sales services to major computer hardware manufacturers and system integrators, specializing in the repair of laptop computers and other popular handheld devices. The Company’s services fit well with our current portfolio company, Peripheral Computer Support, Inc. (PCS). The combination of CTS and PCS enables the companies to provide a worldwide one-stop shop solution for the outsourcing of after-sales, in-warranty and out-of-warranty computer services.

Paddock Pool Construction Co.

Paddock Pool Construction Co., founded in 1958, is a leading provider of pool construction services and related backyard accessories in the Arizona and Nevada markets. Paddock offers its customers a unique combination of (1) pool, spa and backyard design and construction services and (2) an unmatched retail selection of backyard items including pool supplies, outdoor furniture, barbecues, outdoor lighting, and related accessories. This combination allows customers to evaluate a vast selection of products and designs for all possible backyard needs in one location. In 2004, Paddock completed over 2,000 swimming pools and spas, making the Company the fourth largest pool and spa builder in the U.S, the second largest in Phoenix and the fourth largest in Las Vegas. Paddock’s retail operations consist of thirteen stores in the Phoenix and Las Vegas metro areas and the Company has consistently ranked in the top five in the nation for specialty stores in patio furniture sales.

Nursery Supplies Inc. (NSI) is the world's leading manufacturer of plastic containers for the wholesale nursery industry. In its early days, the company marketed such products as bushel baskets, apple crates and seedling trays to what was then called the "truck farm" industry in the Metropolitan New York and Philadelphia areas and went on to become the country's first producer of plastic containers for the nursery industry.

Desch Plantpak

Desch Plantpak is comprised of Desch Plantpak, Summit Plastic Company and Janor Pot. Headquartered in the Netherlands, Desch-Plantpak is the leading manufacturer of thermoformed plastic containers, trays and injection molded containers for the greenhouse industry in Europe. The company operates from four manufacturing sites – two in Great Britain and two in the Netherlands. Summit Plastic Company, based in Akron, Ohio, has a 50-year history in horticulture thermoforming. The company radically changed the horticulture packaging industry in the mid-90’s with innovations such as color containers, Duo™ pots and handlers, filling a marketing gap in the horticulture industry. JanorPot, also located in Akron, Ohio, was formed in 2001 as a joint venture between Desch-Plantpak and Summit Plastic Company. It is a hybrid of product, marketing and manufacturing – combining the best talents of the initiators – thus becoming one of the fastest growing companies in the industry. JanorPot’s product line has grown from four sizes of round pots in 2001 to over 20 in 2006. Lincolnshire intends to merge all of Desch Plantpak with Nursery Supplies Inc., to create the world's largest horticulture and nursery container company.

Realized Investments

Excelsior Radio NetworksInc. based in New York City, owns and operates X Radio and MJI Interactive, as well as Dial Communications-Global Media. Through its X Radio programming division, Excelsior produces and syndicates more than 25 music programs and prep services in a variety of formats to more than 2,500 radio stations nationwide. Programs and prep services include “Backtrax USA,” “Rick Dees Weekly Top 40,” “The Countdown” with Walt “Baby” Love , “The Ross Brittain Report,” and Russell Simmons’ “Hip Hop Laws of Success.” Dial-Global provides sales representation services for over 50 national radio production companies producing over 100 different programs and services. MJI Interactive provides affiliated stations with daily music news content services in nine formats and software tools.

Prince Sports, Inc. is the premiere brand in racquet sports, having pioneered such revolutionary designs as the "oversized" and "longbody" racquets for tennis. The success of Prince in tennis has grown over the years to include a full range of products targeting all major racquet sports including, squash, racquetball and badminton. The Company's brands, which include PRINCE (tennis, squash and badminton) and EKTELON (racquetball), consistently place among the top global racquet sports brands. In tennis, Prince enjoys strong brand recognition in all of the world's largest markets including North America, South America, Asia and Europe and Prince racquets are used by many of the world's leading tennis professionals.

Headquartered in Jacksonville, Florida, AMPORTS, Inc. is the largest automotive port logistics and processing company in the U.S. The Company serves as an important link in the automotive supply chain, providing foreign and domestic customers portside value-added services in vehicle processing, including loading and unloading, inspection, storage, installations, customizations, repairs and distribution services. AMPORTS, Inc. operates at three U.S. portside locations in addition to Jacksonville headquarters and corporate office, in Baltimore, MD; Benicia, CA and Brunswick, GA. Customers include Toyota, Hyundai/Kia, Honda, Volvo, Subaru, Mazda, Volkswagen, Chrysler, General Motors and Ford.

Bankruptcy Management Solutions, Inc. (“BMS”), based in Irvine CA, is the leading provider of proprietary software products, computer hardware and support services to bankruptcy trustees and certain other fiduciaries. Previously a wholly-owned subsidiary of JP Morgan Chase, the company provides its customers with products and services that are designed to assist trustees in managing asset liquidations under the Bankruptcy Code, effecting creditor distributions and producing reports required by the Bankruptcy Court, the Executive Officer for U.S. Trustees and or various other requirements of fiduciaries. BMS also offers selected specialized banking services, integrated within the software, to allow the trustees and fiduciaries to manage assets related to their cases.

American Coach Lines, Inc. ("ACL") headquartered in Lake Worth, Florida, operates approximately 400 motorcoaches for charters, tours and transit services throughout the southeaster region of the US. ACL is comprised of nine established businesses that have been leaders in their respective markets for an average of over 30 years. Five of the operating entities are located in Florida, two in North Carolina and one each in Maryland and Georgia. The Company was formerly the Southeast Division of Coach USA, Inc.

Transcraft Corp. is the leading designer and manufacturer of high quality flatbed trailers with over 24% market share. Founded in 1963, Transcraft has earned a reputation for producing high quality, innovative products, incorporating superior payload capabilities and lightweight designs. The company has expanded its market position by building the largest dealer network in the industry. Transcraft continues to focus on enhancing its competitive advantages through product innovation, quality manufacturing and expansion of its dealer network.

NexCycle, Inc.

NexCycle / Strategic Materials – In April 2004, Lincolnshire acquired Strategic Materials, Inc. (“SMI”) and combined it with the operations of NexCycle, Inc. (“NexCycle”), a portfolio company purchased in February 2002. The merger of SMI and NexCycle (the “Company”) created one of the largest non-hazardous waste recovery and reprocessing business in North America. The Company operates with three distinct business lines, Glass Reprocessing, Beverage Container Collection and Plastics Reprocessing.

Polaris Pool Systems, Inc.

Polaris Pool Systems, Inc. At the time of investment, Polaris Pool Systems was the leading manufacturer of automatic pool cleaners, with approximately 33% of the domestic installed base, and was believed to offer the premier product in its category. The Company sold a number of products under the Polaris brand name for the in-ground and aboveground pool and spa markets. The Company also sold a range of automatic chemical dispensers under the Watermatic^TM brand name, pool accessories under the Florida Falls^TM brand name and spa accessories under the SpaWand^TM brand name.

Glassalum International Corp. is one of the largest and most respected customized curtainwall providers in the United States. Glassalum has a 28-year history dating back to the initial use of panelized curtainwall in commercial building construction. The Company's ability to deliver a highly engineered product on a rigorous schedule and its record of innovation have positioned Glassalum as the curtainwall supplier of choice for the nation's leading architects and developers.

Credentials Services International, Inc.

Credentials Services International, Inc. At the time of investment, Credentials was a leading direct marketer of credit information and monitoring membership programs to consumers. The Company's core product provided members with comprehensive information regarding private credit data held by credit reporting agencies. That information allowed customers to respond on an informed basis to credit decisions made by mortgage lenders, consumer finance companies, auto loan providers, credit card providers, banks and other lending institutions.

Energy Manufacturing Co., Inc.

Energy Manufacturing Co., Inc. manufactured mobile hydraulic cylinders and control valves for several basic industries, including farm equipment and machinery, waste disposal and compaction, construction equipment and lawn and garden tractors. The Company's products included a wide variety of custom welded tie rod, and telescopic hydraulic cylinders and were designed to satisfy the requirements of most mobile hydraulic applications.

Williams Machine & Tool, Inc. At the time of investment, Williams was the leading manufacturer of high-pressure hydraulic piston powered pumps, valves and reservoirs for the agricultural and small truck market. These products, sold individually or in various combinations, were used in hydraulic lifts for a variety of light industrial and commercial vehicle applications. The Company's primary focus was on the truck hoist market, which included scissor hoists and small telescopic hoists. Farmers and construction firms who need light-duty hydraulic lift capabilities commonly use these trucks. In addition, the Company focused its marketing efforts on the vehicle lift market of auto repair shops as well as on various other specialized lifting applications.

Patterson Gear and Machine, Inc. manufactured precision gears and shafts used in construction equipment, printing equipment, farm implements, mining equipment and machine tools. The Company's focus was on manufacturing gears for Fortune 500 customers. Due to the extremely tight tolerances that require advanced gear-manufacturing machinery and special production procedures, these companies generally outsourced the aforementioned items.

Stub-ends, Inc. (Custom Alloy Corp.) was a leading manufacturer of seamless and welded "butt-weld" pipe fittings (collectively, "Fittings") for the emergency repair and maintenance demands of power generating, refinery, petrochemical, chemical processing, oil and gas drilling, nuclear, pollution control, commercial shipbuilding and pipeline transmission industries. At the time of purchase, the Company's management believed Custom Alloy to be the only company in the world primarily dedicated to manufacturing Fittings to satisfy the emergency needs of the market. Strategic focus was placed on this market niche because of the unusually high margins and tremendous growth opportunities.

Color Control was a provider of prepress services to leading catalog retailers and Fortune 500 companies, including Williams Sonoma, Eddie Bauer, Victoria's Secret, Microsoft and Boeing. The Company's core competency lay in color separation, electronic image enhancement, page making and layout, photocomposition, film assembly, and printing supervision. Prepress services modified pictures and text to ensure proper color duplication in the printing process. The Company developed the capability to provide digital archiving services to its customers, including remote electronic access to its portfolio images.

Imperial Products, Inc. was a manufacturer of high quality exterior door components and systems for the residential home building market. The Company's products included adjustable and fixed thresholds, fully assembled astragals, patio door systems, and assorted components including weather-stripping and seals. Thresholds are aluminum, wood and vinyl door components that create a secure, weatherproof barrier between the bottom of the door and the frame. Astragals are weather-tight dividers that separate the doors of a twin door exterior entrance to a home. Imperial's products, positioned in the premium market segment, were recognized by customers for their unique, proprietary weather proofing performance.

Riddell Sports Group, Inc. is a leading provider and reconditioner of branded athletic equipment, uniforms, and practice gear for young men and women. The Company is known for its premier position in manufacturing and marketing football helmets to the National Football League (NFL), college, high school and youth sports leagues. The company has three divisions: Team Sports Division, which sells game equipment, apparel and reconditioning services; Retail Division, which sells Riddell® branded products based on NFL, Major League Baseball and NASCAR trademarks; and Licensing Division, which licenses the Riddell® and MacGregor® trademarks to other manufactures.

3SI Security Systems, Inc.
3SI Security Systems,Inc. is the world's leading manufacturer and marketer of electronic security systems for cash protection. The company provides security solutions utilizing electronic activation of dye-based staining, smoke and tear gas to protect currency from bank robbers. The company offers its customers a full range of products that provide security for currency over the entire cash handling chain: from the vault, in transit and in the teller's drawer and/or ATM machine. 3SI's products provide customers with the highest success rate for recovery of cash stolen in bank robberies as compared to all competing products. The company has dominant share in its niche market as a result of its product leadership, strong management and direct sales force. Its customers include all the leading banks in the US, Canada, England and Europe.

Flexstar Technology, Inc. is a leader in the design and manufacture of high quality production and reliability test equipment for the computer storage device industry. The Company's core products include: (1) burn-in (stress) equipment and software that tests the ability of newly manufactured hard disk and optical storage devices to meet performance specifications under conditions of sustained usage; and (2) environmental test chambers and software that includes testing heat, cold, humidity and voltage tolerances. Flexstar services three market segments: (i) hard disk drive original equipment manufacturers such as Maxtor and Quantum; (ii) optical storage device original equipment manufacturers such as Toshiba and Hitachi; and (iii) systems integrators such as Dell and Compaq.

Kathryn Beich, headquartered in Bloomington, Illinois, is a market leader in the $2.2 billion U.S. product-based fundraising market. The Company works with non-profit organizations such as schools, religious organizations and athletic teams to conduct product-based fundraising programs. Kathryn Beich's product offerings include a full line of Nestlé-branded confectionary products, and a wide selection of gift items. The Company sells its services through a national direct sales force and manages its supply chain through relationships with third-party manufacturing and fulfillment partners. Kathryn Beich is the exclusive distributor for Nestlé's confectionary products to the fundraising channel.