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DLH MASTER LAND HOLDING, LLC

FREQUENTLY ASKED QUESTIONS

About Chapter 11

1. What is Chapter 11?
Chapter 11 refers to the chapter in United States Bankruptcy Code containing provisions for court-supervised reorganizations of businesses.  An organization that files for protection under Chapter 11 is allowed to continue to operate and maintain business that is “in the ordinary course business.”  The Chapter 11 process is a tool which provides the company with more time and protection from its creditors while it develops a plan to reorganize its debt and operations.  Chapter 11 is used by fundamentally sound companies to protect enterprise value as they reorganize their debt. It is a process through which DLH Master Landing Holding, LLC (DLH) and its parent company Allen Capital Partners (ACP) can maximize the value of assets, while addressing other market and industry issues.

2. What happens during Chapter 11?
The bankruptcy court issues a “stay” or order that prevents creditors from collecting money and debts owed by the filing organization for goods and services provided prior to the filing of the Chapter 11 case.  It allows the organization to delay loan payments, as well as payments owed to vendors for merchandise received before the filing.  A major benefit of Chapter 11 it is that it permits daily operations to continue.  The filing enables the company to continue to operate its business effectively with minimal disruption and loss of productivity.

•Employees continue to receive their regular wages and benefits.
•Company facilities stay open for business.
• Property management continues.
•Goods and services purchased by the company after the filing date are  paid for in the ordinary course of business.

While operations continue, the organization’s management and its creditors negotiate a plan to reorganize or reduce the debt and thereby better align the company’s future capital structure with business conditions.  The plan is called a Plan of Reorganization, which is different than a business plan.  The Plan of Reorganization is filed with the court, and the creditors vote to approve the plan.  After the plan is accepted by the creditors and the court, it is said to be “confirmed.”  Once all of the necessary conditions are met, the plan will become “effective.”  At that point, the organization emerges from Chapter 11 as a reorganized entity and continues to do business with less debt.

3. What is “reorganization”?
Reorganization is the process under which a company’s balance sheet and/or operations are reorganized so interest payments and overall expenses are reduced in comparison with the company’s revenues.  Following Chapter 11, a “reorganized” company is no longer under the protection of the bankruptcy court.

4. What does “going into” and “coming out of” Chapter 11 mean?
“Going into” means documents have been filed with the court to request court protection under the United States Bankruptcy Code.  Following the filing of the papers, the company is operating “in” or “under” Chapter 11 and is able to take advantage of certain provisions in the law.  When the Plan of Reorganization is completed and approved by creditors, it is “confirmed” by the court and the company “comes out” or “emerges” from Chapter 11 as a reorganized entity.

About Dallas Logistics Hub Filing

5. Which entities filed?
DLH Master Land Holding LLC (DLH), successor by merger to 71 entities owning or developing Dallas Logistics Hub assets, and its parent Allen Capital Partners, LLC (ACP) filed voluntary Chapter 11 petitions in the Dallas U.S. Bankruptcy Court as the most orderly and timely way to restructure our obligations.  ACP acquired three other wholly owned entities by merger.  The Allen Group (TAG) and its other developments in Kansas and California were not involved.

6. How does the filing affect Dallas Logistics Hub?
The filing allows us to continue operating as normal while we refine our business plan to strengthen our financial position.  Chapter 11 is used by fundamentally sound companies to protect enterprise value as they reorganize their debt.  This filing is the next logical step in an ongoing process to align our business with current market conditions.

7. Is Dallas Logistics Hub going out of business?
The Dallas Logistics Hub is open for business and will continue to do business as usual during the filing.  This is not a closing or liquidation of the business.  Chapter 11 of the United States Bankruptcy Code allows a company to reorganize its financial obligations so it can continue to operate normally.  It is a process through which the company can strengthen its balance sheet, create a more efficient expense structure and position its businesses to compete more effectively.  We plan to emerge as a stronger, more competitive company.

8. Why did DLH file for Chapter 11 protection?
We are living in unprecedented financial times.  The U.S. real estate market and capital markets have made it difficult for DLH to continue without restructuring its financial obligations.  The current market conditions make it necessary to file Chapter 11 to address our debt structure.  Chapter 11 provides the legal framework that allows us to keep the business running normally while we restructure our financial obligations so we may meet them in full for the long-term future of the Dallas Logistics Hub.

Dallas Logistics Hub Files Voluntary Chapter 11 Petitions to Restructure Debt

Receives Commitment for DIP Financing

Dallas – January 26, 2009 – DLH Master Land Holding, LLC (DLH) and its parent company Allen Capital Partners, LLC (ACP), developers of the 6,000-acre Dallas Logistics Hub, today announced they have filed voluntary Chapter 11 petitions in Dallas to reorganize their debts.  DLH and ACP said filing for Chapter 11 will permit them to extend debt maturities, improve their capital structure and further strengthen the Dallas Logistic Hub’s competitive position.  None of The Allen Group (TAG) organizations or their other entities in Kansas or California was included in the filings.

DLH and ACP have been working closely with lender and investor groups on a new capital structure.  The proposed capital structure is consistent with the Dallas Logistic Hub’s long-term operational and financial strategies.  Chapter 11 will enable continuity of property management, asset management, construction services and general partner functions, and will maximize creditor and equity owner recoveries.  This action will also provide sufficient operating funds and time to continue actively marketing the development.  DLH and ACP expect to promptly confirm a plan of reorganization.

“We have a balance sheet problem, not an operational one.  The actions we announced today will allow us to resolve that issue,” said Richard Allen, chief executive officer of DLH and ACP.  “The support we have already received from our lenders and our investors, along with the Chapter 11 filings, will set the foundation for achieving a rational capital structure to support the Dallas Logistics Hub going forward.  The unprecedented collapse of the U.S. real estate and capital markets has made it impossible to continue without restructuring our financial obligations.  We are confident our restructure plan will enable us to promptly emerge from this process; maximize value for all of our stakeholders; and create a stronger operating platform going forward.”

DLH and ACP also announced a debtor-in-possession loan (DIP) from a group of Allen Family investors to be used to fund post-petition operating expenses; meet ongoing obligations to employees, customers and suppliers; and support ongoing marketing efforts during Chapter 11.

DLH and ACP expect the restructuring process will have no impact on the day-to-day Dallas Logistics Hub business operations or its ability to fulfill its ongoing obligations to its employees, suppliers and tenants.

The voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code were filed in the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division.  Additional information about Chapter 11 restructuring can also be found atwww.dallashub.com.

About DLH, LLC and ACP, LLC
DLH Master Land Holding, LLC (DLH) and its parent company Allen Capital Partners, LLC (ACP), based in Dallas, Texas, develop and manage the Dallas Logistics Hub.  DLH is a 6,000-acre master-planned development located in the area of Southern Dallas, Wilmer, Hutchins and Lancaster.  DLH is one of the largest multi-modal logistics facilities in North America.  This unique industrial development will include two intermodal facilities; Union Pacific Railroad’s existing Dallas Intermodal Terminal and the proposed Burlington Northern Santa Fe Intermodal Facility; and the Lancaster Executive Airport currently under-going major expansion. DLH is bordered by four major highways; I-20, I-35, I-45 and planned Loop 9.

Media Contact:
Ruth Cogswell
ruth.cogswell@strategiccp.com
817-597-7487

Kansas City Business Journal

KC Logistics Hub Gets Leader

March 6, 2007

The Allen Group, developer of the Kansas City Logistics Hub in Gardner, has named William Crandall as president of its Kansas branch. Crandall, of Leawood, will lead the group’s local practice, overseeing development of the hub and watching for additional real estate opportunities, the company said in a release Monday. The Allen Group, a San Diego-based industrial and office properties developer, will set up Kansas City-area operations near the Gardner project.

“My decision to leave my old company was based solely on the substance of this new opportunity and its economic benefit for Kansas,” Crandall said Tuesday. “(The logistics hub) should be a very intellectually demanding project consistent with some of my other projects.”

Crandall leaves a position as president of Crandall+Co., a real estate consulting firm he created about a year ago. He brings to The Allen Group his business portfolio, which includes projects for Applebee’s International Inc. and Andrews McMeel Universal.

Before forming Crandall+Co., Crandall worked for Kansas City-based Zimmer Real Estate Services LC. He served as master developer for the Village West retail and entertainment venue in Kansas City, Kan., and as development manager for the Sprint World Headquarters Campus in Overland Park.

The Allen Group Names Luke Allen as Corporate Development Coordinator

SAN DIEGO (January 9, 2006) The Allen Group, a major developer of office and industrial properties in California and across the Western United States, named Luke Allen as Corporate Development Coordinator. In this role, Allen is focused on corporate development strategy, working with the company’s management team and regional staff in Central and Southern California and Dallas, Texas to execute projects.

Allen joined The Allen Group in 2004 to direct and manage the Company’s information resources for clients and investors, and to build a stronger external communication strategy to promote and inform the industry about The Allen Group.

Before joining the firm, Allen served as a property manager with San Diego-based Meissner Jacquet Investment Management Services. His portfolio included 11 office and industrial buildings, totaling over a half million square feet, for which he oversaw daily property operations, tenant relations and budgets.

Allen’s new responsibilities include evaluating potential development sites; master plan development; pro forma and financial analysis; and interacting with contractors, architects, engineers and other development professionals on behalf of the Company.

Allen also is responsible for managing daily compliance and annual reporting of the Company’s operations relative to properties located in Foreign Trade Zones – the International Trade and Transportation Center (www.ittc.com) in Shafter, Calif. and the Midstate99 Distribution Center (www.midstate99.com) in Visalia, Calif.

A native of Visalia, Calif. and a graduate of the California Polytechnic University in San Luis Obispo with a degree in business management and economics, Allen resides in San Diego.

The Allen Group is a commercial development firm specializing in rail-served industrial parks and build-to-suit facilities, including Class “A” office buildings. The Company has developed over a half a billion dollars of commercial property in California and across the West, including two master-planned logistics parks: MidState 99 Distribution Center and the International Trade and Transportation Center.

The Allen Group, with offices in San Diego, Visalia and Bakersfield, California and Dallas, Texas, is trusted by Fortune 500 companies such as VF Corporation, Cox Communications, FedEx, International Paper Company, Intuit, Kraft Foods and Wal-Mart Stores. The company has major industrial and office projects under development in San Diego, Bakersfield, Shafter, Sacramento and Visalia, Calif., as well as a major intermodal logistics hub in Dallas.

For more information about The Allen Group, please visit www.allengroup.com.