Exhibit
4.3


 


VOTING AND
IRREVOCABLE PROXY AGREEMENT


 


This Voting and Irrevocable Proxy Agreement
(this “Agreement”) is
made as of the 26th day of January, 2006, among Marquee Holdings
Inc., a Delaware corporation (the “Company”), TC Group III, L.P., Carlyle
Partners III Loews, L.P. and CP III Coinvestment, L.P. (together with any of
their respective Permitted Transferees, the “Carlyle Investors”), and
Bain Capital Holdings (Loews) I, L.P. and Bain Capital AIV (Loews) II, L.P.
(together with any of their respective Permitted Transferees, the “Bain
Investors”), and Spectrum Equity Investors IV, L.P., Spectrum Equity
Investors Parallel IV, L.P. and Spectrum IV Investment Managers’ Fund, L.P.
(together with any of their respective Permitted Transferees, the “Spectrum
Investors”, and together with the Carlyle Investors and the Bain Investors,
the “Stockholders” and each individually, a “Stockholder”).


 


RECITALS


 


WHEREAS, the Company and LCE Holdings, Inc.,
a Delaware corporation (“LCE Holdings”), are parties to that certain
Agreement and Plan of Merger, dated as of June 20, 2005 (the “Merger Agreement”), pursuant to
which LCE Holdings will be merged with and into the Company, with the Company
remaining as the surviving corporation (the “Merger”); and


 


WHEREAS, in connection with the consummation
of the transactions contemplated by the Merger Agreement, each of the Stockholders
will receive shares of Class L-1 and Class L-2 Common Stock of the Company, par
value $0.01 per share (respectively, the “Class L-1 Common Stock” and
the “Class L-2 Common Stock”, and collectively, the “Class L Common
Stock”), which shares, as of the Effective Time (as defined in the Merger
Agreement) will be all of the issued and outstanding shares of Class L Common
Stock; and


 


WHEREAS, the Second Amended and Restated
Certificate of Incorporation of the Company (the “Company Charter”)
confers upon the holders of the Class L-1 Common Stock the exclusive right to
elect and appoint up to three (3) directors (the “Class L-1 Directors”) to
the Company’s Board of Directors (the “Board”); and


 


WHEREAS, the Company Charter confers upon the
holders of the Class L-2 Common Stock the exclusive right to elect and appoint
one (1) director (the “Class L-2 Director”) to the Board; and


 


WHEREAS, the Stockholders wish to agree among
themselves as to the designation of the directors to be elected and appointed to
the Board by the holders of the Class L Common Stock.


 


AGREEMENT


 


NOW, THEREFORE, the parties hereby agree as
follows:


 


1.             Shares
Subject to Agreement.  Each
Stockholder agrees to hold all of its shares of Class L Common Stock and any
other of its shares of capital stock of the Company, whether now owned or
hereafter acquired (hereinafter referred to as the “Shares”), subject to, and to vote the Shares
in accordance with, the provisions of this Agreement.


 


1

















 


2.                                       Election of Board. 
Notwithstanding Section 4, from and after the Effective Time, at each
annual or special meeting at which any directors of the Company are to be
elected, and whenever the stockholders of the Company act by written consent
with respect to the election of directors, each Stockholder, severally and not
jointly, agrees to vote or otherwise give such Stockholder’s consent in respect
of all Shares held of record or beneficially owned by such Stockholder, and the
Company agrees to take all necessary and desirable actions within its control,
in order to cause:


 


2.1                                 the authorized number of directors
on the Board to be nine (9) directors, or such greater number to which the
membership of the Board may be increased in accordance with Section 2 of
Article Fifth of the Company Charter, in each case, subject to reduction in
accordance with Sections 2.2(a), 2.2(b), 2.2(c) and 2.3(b) herein and
Section 3 of Article Fifth of the Company Charter;


 


2.2                                 the election to the Board of:


 


(a)                                  one Class L-1 Director designated by
the Carlyle Investors (a “Carlyle
Designee”), so long as the Carlyle Investors collectively own Shares
representing at least five percent (5%) of the Initial Investor Shares owned by
the Carlyle Investors; provided, that the Carlyle Investors shall not
have the right to designate any Carlyle Designees if the Carlyle Investors collectively
own Shares representing less than five percent (5%) of the Initial Investor
Shares owned by the Carlyle Investors;


 


(b)                                 one Class L-1 Director designated by
Bain Capital AIV (Loews) II, L.P. (a “Bain Designee”) so long as the Bain Investors collectively own
Shares representing at least five percent (5%) of the Initial Investor Shares
owned by the Bain Investors; provided, that Bain Capital AIV (Loews) II,
L.P. shall not have the right to designate any Bain Designees if the Bain
Investors collectively own Shares representing less than five percent (5%) of the
Initial Investor Shares owned by the Bain Investors; provided, further,
that the total number of Bain Designees on the Board shall not exceed one (1)
at any time;


 


(c)                                  one Class L-1 Director designated by
the Spectrum Investors (a “Spectrum Designee”)
so long as the Spectrum Investors collectively own Shares representing at least
five percent (5%) of the Initial Investor Shares owned by the Spectrum
Investors; provided, that the Spectrum Investors shall not have the
right to designate any Spectrum Designees if the Spectrum Investors
collectively own Shares representing less than five percent (5%) of the Initial
Investor Shares owned by the Spectrum Investors;


 


(d)                                 one Class L-2 Director designated by
a majority of the holders of then outstanding shares of Class L-2 Common Stock
(a “Class L-2 Designee”); provided, that the designation of the
Class L-2 Designee shall also require the affirmative vote or written consent
of each of the Bain Investors and the Carlyle Investors, in each case, for so
long as shares of Class L-1 Common Stock held by such Principal Investors
represent at least five percent (5%) of the shares of Class L-1 Common Stock
held by such Principal Investors immediately following the Effective Time (as
may be adjusted for stock splits, stock dividends, recapitalizations, pro-rata
sell-downs or similar events); and


 

















 


(e)                                  upon any vacancy in the Board as a
result of any Carlyle Designee, Bain Designee, Spectrum Designee or Class L-2
Designee ceasing to be a member of the Board, whether by resignation or
otherwise (but not as a result of a Transfer by any of the Carlyle Investors,
the Bain Investors or the Spectrum Investors of a number of Shares that results
in the Carlyle Investors, the Bain Investors or the Spectrum Investors, as
applicable, losing the right to designate a Carlyle Designee, Bain Designee or Spectrum
Designee, as applicable, pursuant to Section 2.2(a), Section 2.2(b) or Section
2.2(c), as applicable), a replacement Carlyle Designee, Bain Designee, Spectrum
Designee or Class L-2 Designee designated in accordance with Section 2.2(a),
Section 2.2(b), Section 2.2(c) or Section 2.2(d), as the case may be.


 


2.3                                 the removal (with or without cause) from
the Board of:


 


(a)                                  any Carlyle Designee, Bain Designee,
Spectrum Designee or Class L-2 Designee upon the written request of the Carlyle
Investors, the Bain Investors, the Spectrum Investors or a majority of the
holders of then outstanding shares of Class L-2 Common Stock, respectively; provided,
that the removal of the Class L-2 Designee shall also require the approval of
each of the Bain Investors and the Carlyle Investors, in each case, for so long
as shares of Class L-1 Common Stock held by such Principal Investors represent
at least five percent (5%) of the shares of Class L-1 Common Stock held by such
Principal Investors immediately following the Effective Time (as may be
adjusted for stock splits, stock dividends, recapitalizations, pro-rata
sell-downs or similar events); and


 


(b)                                 in the event that (i) the Carlyle
Investors are no longer entitled to designate a Carlyle Designee pursuant to
Section 2.2(a), the Carlyle Designee, (ii) the Bain Investors are no longer
entitled to designate a Bain Designee pursuant to Section 2.2(b), the Bain
Designee or (iii) the Spectrum Investors are no longer entitled to designate a
Spectrum Designee pursuant to Section 2.2(c), the Spectrum Designee; in each
case, to the extent that the Carlyle Designee, Bain Designee or Spectrum
Designee, as applicable, has not resigned from the Board, it being understood
and agreed that in the event of any such loss of entitlement, the Carlyle
Investors, Bain Investors or Spectrum Investors, as applicable, shall designate
for removal, and use commercially reasonable efforts to cause the removal of,
such Carlyle Designee, Bain Designee or Spectrum Designee, as applicable,
immediately prior to such loss of entitlement.


 


3.                                       Right Not Obligation. 
The designation of a Carlyle Designee pursuant to Section 2.2 is a right
but not an obligation of the Carlyle Investors. 
The right of the Carlyle Investors to designate a Carlyle Designee may
be Transferred only to Permitted Transferees; provided, that such
Transfer is otherwise in accordance with this Agreement and the Stockholders
Agreement.  The designation of a Bain
Designee pursuant to Section 2.2 is a right but not an obligation of the Bain
Investors.  The right of the Bain
Investors to designate a Bain Designee may be Transferred only to Permitted
Transferees; provided, that such Transfer is otherwise in accordance
with this Agreement and the Stockholders Agreement.  The designation of a Spectrum Designee
pursuant to Section 2.2 is a right but not an obligation of the Spectrum
Investors.  The right of the Spectrum
Investors to designate a Spectrum Designee may be Transferred only to Permitted
Transferees; provided, that such Transfer is otherwise in accordance
with this Agreement and the Stockholders Agreement.


 

















 


4.                                       Voting on Other Matters. 
Subject to and without limiting Section 2, as to any matter or action
that requires a vote or written consent of the stockholders of the Company,
whether by law or pursuant to any agreement, from and after the Effective Time:


 


(a)                                  until the fifth anniversary of the
Effective Time, and for so long as each of the Carlyle Investors, the Bain
Investors and the Spectrum Investors continue to hold Shares representing at
least twenty five percent (25%) of the Initial Investor Shares held by such
Principal Investor, each Stockholder agrees to vote, and/or to provide its
written consent, with respect to such matter or action as directed by any two
of the Principal Investors; provided, that no Stockholder shall be
required to vote in favor of, or provide its written consent to, any action
that would disproportionately affect such Stockholder relative to the other stockholders
of the Company in any material and adverse manner;


 


(b)                                 in the event that any Stockholder
entitled to vote on or provide its written consent with respect to a matter
shall fail at any time to vote, or act by written consent with respect to, any
Shares held of record or beneficially owned by such Stockholder or as to which
such Stockholder has voting control, as agreed by such Stockholder in this
Agreement, such Stockholder hereby irrevocably grants to and appoints each remaining
Principal Investor such Stockholder’s proxy and attorney-in-fact (with full
power of substitution), for and in the name, place and stead of such Stockholder,
to vote or act by written consent with respect to such Shares and to grant a
consent, proxy or approval in respect of such Shares, in each case in such
manner and to the extent as is necessary or desirable to vote such Shares as
agreed to by such Stockholder in this Agreement, including Section 2.2 and Section
4(a); each Stockholder hereby affirms that the irrevocable proxy set forth in
this Section 4(b) will be valid for the term of this Agreement and is
given to secure the performance of the obligations of such Stockholder under
this Agreement; each Stockholder hereby further affirms that each proxy hereby
granted shall, for the term of this Agreement, be irrevocable and shall be deemed
coupled with an interest; and


 


(c)                                  if such matter or action has been
approved by the Requisite Stockholder Majority (as defined in the Stockholders
Agreement), each Stockholder agrees to take any and all actions as are
reasonably necessary to effect such approved matter or action, unless such
matter or action would also require the approval of such Stockholder under this
Agreement, the Stockholders Agreement or the Company Charter and such approval
has not been granted.


 


5.                                       Termination. 
This Agreement shall terminate upon the earliest to occur of any one of
the following events: (a) the liquidation, dissolution or indefinite cessation
of the business operations of the Company; (b) the execution by the Company of
a general assignment for the benefit of creditors or the appointment of a
receiver or trustee to take possession of the property and assets of the
Company; (c) unanimous written consent of the Principal Investors, (d) the date
of the consummation of an Initial Public Offering; and (e) the date on which
the Principal Investors no longer satisfy the conditions necessary to designate
at least one Class L-1 Director to the Board pursuant to the Company Charter as
in effect at the Effective Time.


 

















 


6.                                       Definitions.


 


6.1                                 As used in this Agreement, the
following terms have the following meanings:


 


“Agreement”
has the meaning set forth in the preamble.


 


“Bain
Designee” has the meaning set forth in Section 2.2(b).


 


“Bain Investors”
has the meaning set forth in the preamble.


 


“Board”
has the meaning set forth in the recitals.


 


“Carlyle
Designee” has the meaning set forth in Section 2.2(a).


 


“Carlyle
Investors” has the meaning set forth in the preamble.


 


“Class L
Common Stock” has the meaning set forth in the recitals.


 


“Class L-1
Common Stock” has the meaning set forth in the recitals.


 


“Class L-1
Directors” has the meaning set forth in the recitals.


 


“Class L-2
Common Stock” has the meaning set forth in the recitals.


 


“Class L-2
Designee” has the meaning set forth in Section 2.2(d).


 


“Class L-2
Directors” has the meaning set forth in the recitals.


 


“Company”
has the meaning set forth in the recitals.


 


“Company
Charter” has the meaning set forth in the recitals.


 


“Effective
Time” has the meaning set forth in the Merger Agreement.


 


“Initial
Investor Shares” means that number of Shares held by a Principal Investor
immediately following the Effective Time, as the same may be adjusted for stock
splits, stock dividends, recapitalizations, pro-rata sell-downs or similar
events.


 


“Initial
Public Offering” means the initial public offering of Stock registered on
Form S-1 (or any equivalent or successor form) under the Securities Act of
1933, as amended, and the rules and regulations in effect thereunder.


 


“Litigation”
has the meaning set forth in Section 7.2.


 


“LCE
Holdings” has the meaning set forth in the recitals.


 


“Merger”
has the meaning set forth in the recitals.


 


“Merger
Agreement” has the meaning set forth in the recitals.


 

















 


“Permitted
Transferee” has the meaning set forth in the Company Charter.


 


“Principal
Investor” means any of (i) the Carlyle Investors, collectively, (ii) the
Bain Investors, collectively or (ii) the Spectrum Investors, collectively; provided,
however, that any such Principal Investor shall cease to be a Principal
Investor at such time as such Principal Investor ceases to hold Shares
representing at least 25% of the Initial Investor Shares held by such Principal
Investor.  For the avoidance of doubt, so
long as there are two or more Principal Investors, references in this Agreement
to “Principal Investors” shall mean all such Principal Investors, and if at any
time there is only one Principal Investor, references in this Agreement to “the
Principal Investors” or “each Principal Investor” shall mean that sole Principal
Investor then remaining.


 


“Shares”
has the meaning set forth in Section 1.


 


“Spectrum
Designee” has the meaning set forth in Section 2.2(c).


 


“Spectrum
Investors” has the meaning set forth in the preamble.


 


“Stockholder”
has the meaning set forth in the preamble.


 


“Stockholders
Agreement” means that certain Second Amended and Restated Stockholders
Agreement Company, dated as of the date hereof, among the Company, the Carlyle
Investors, the Bain Investors, the Spectrum Marquee Investors and the other
stockholders of the Company named therein, as the same may be amended, modified
or supplemented from time to time in accordance with its terms.


 


“Transfer” means a transfer, sale,
assignment, pledge, hypothecation or other disposition or exchange, including
any Transfer of a voting or economic interest in securities or other property;
and “Transferring” or “Transferred” have correlative meanings.


 


6.2                                 Unless the context of this Agreement
otherwise requires, (i) words of any gender include each other gender; (ii)
words using the singular or plural number also include the plural or singular
number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and
derivative or similar words refer to this entire Agreement; (iv) the terms
“Article” or “Section” refer to the specified Article or Section of this
Agreement; (v) the word “including” shall mean “including, without limitation”,
(vi) each defined term has its defined meaning throughout this Agreement, whether
the definition of such term appears before or after such term is used, and (vii)
the word “or” shall be disjunctive but not exclusive.


 


6.3                                 References to agreements and other
documents shall be deemed to include all subsequent amendments and other modifications
thereto.


 


6.4                                 References to statutes shall include
all regulations promulgated thereunder and references to statutes or
regulations shall be construed as including all statutory and regulatory
provisions consolidating, amending or replacing the statute or regulation.


 

















 


7.                                       Miscellaneous.


 


7.1                                 Governing Law. 
This Agreement shall be governed by and construed in accordance with the
internal laws, and not the law of conflicts which would result in the
application of the laws of another jurisdiction, of the State of Delaware.


 


7.2                                 Submission
to Jurisdiction; Waiver of Jury Trial. 
Each of the parties hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the Court of Chancery of the State of
Delaware and of the United States of America sitting in Delaware for any
action, proceeding or investigation in any court or before any governmental
authority (“Litigation”) arising out of or relating to this Agreement,
(and agrees not to commence any Litigation relating thereto except in such
court), and further agrees that service of any process, summons, notice or
document by U.S. registered mail to its respective notice address, as provided
for in this Agreement, shall be effective service of process for any Litigation
brought against it in any such court. 
Each of the parties hereby irrevocably and unconditionally waives any
objection to the laying of venue of any Litigation arising out of this
Agreement or the transactions contemplated hereby in the Court of Chancery of
the State of Delaware or the United States of America sitting in Delaware and
hereby further irrevocably and unconditionally waives and agrees not to plead
or claim in any such court that any such Litigation brought in any such court
has been brought in an inconvenient forum. 
Each of the parties irrevocably and
unconditionally waives, to the fullest extent permitted by applicable law, any
and all rights to trial by jury in connection with any Litigation arising out
of or relating to this Agreement or the transactions contemplated hereby.


 


7.3                                 Specific
Performance.  Each party, in addition
to being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, shall be entitled to specific performance of
each other party’s obligations under this Agreement, and each party agrees to
waive any requirement for the security or posting of any bond in connection
with such remedy.  The parties agree that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by any of them of the provisions of this Agreement and each
hereby agrees to waive the defense in any action for specific performance that
a remedy at law would be adequate.


 


7.4                                 Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of the
parties and their respective legal representatives, heirs, legatees,
successors, and assigns and any other transferee of Shares in compliance with
the Stockholders Agreement and shall also apply to any Shares acquired by
Stockholders after the date hereof.


 


7.5                                 Entire Agreement. 
This Agreement, the Stockholders Agreement, the Company Charter, the
by-laws of the Company and the other documents delivered pursuant hereto
constitute the full and entire understanding and agreement among the parties
with regard to the subjects hereof and thereof.


 


7.6                                 Notices.
 All notices, requests or consents
provided for or permitted to be given under this Agreement shall be in writing
and shall be given either by depositing such writing in the United States mail,
addressed to the recipient, postage paid and certified with return receipt
requested, or by depositing such writing with a reputable overnight courier for
next day delivery, or by delivering such writing to the recipient in person, by
courier or by facsimile transmission.  A
notice, request or consent given under this Agreement shall be 


 

















 


deemed
received when actually received if personally delivered, when transmitted, if
transmitted by facsimile with electronic confirmation, the day after it is
sent, if sent for next day delivery and upon receipt, if sent by mail.  All such notices, requests and consents shall
be delivered as follows:


 


(a)  If to the Bain Investors,
addressed as follows:


 


c/o Bain Capital, LLC


111 Huntington Avenue


Boston, Massachusetts 02199


Facsimile: 
(617) 516-2010


Attention:  John Connaughton


Phil Loughlin


 


with a copy to:


 


Ropes & Gray LLP


One International Place


Boston, Massachusetts 02110


Facsimile: 
(617) 951-7050


Attention: 
R. Newcomb Stillwell


Howard S. Glazer


 


(b)  If
to the Carlyle Investors, addressed as follows:


 


c/o The Carlyle Group


520 Madison Avenue, 42nd Floor


New York, New York 10022


Facsimile:  (212) 381-4901


Attention: 
Michael Connelly


Eliot P. S. Merrill


 


with a copy
to:


 


Latham & Watkins LLP


885 Third Avenue


New York, New York 10022


Facsimile: 
(212) 751-4864


Attention: 
R. Ronald Hopkinson


 


and


 


(c)  If
to the Spectrum Investors, addressed as follows:


 


c/o Spectrum Equity Investors

333 Middlefield Road

Suite 200


Menlo Park, CA 94025


Facsimile: 
(415) 464-4601


Attention:  Brion Applegate


Benjamin Coughlin


 

















 


with a copy
to:


 


Latham & Watkins LLP


505 Montgomery Street, Suite 1900


San Francisco, California 94111


Facsimile: (415) 395-8095


Attention:  Scott R. Haber


Tad J. Freese


 


7.7                                 Delays or Omissions. 
No delay or omission to exercise any right, power, or remedy accruing to
any party hereto upon any breach or default of another party under this Agreement
shall impair any such right, power, or remedy of such party, nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent, or approval of
any kind or character on the part of any party of any breach or default under
this Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing or as provided in this Agreement.  All remedies, either under this Agreement or
by law or otherwise afforded to any party, shall be cumulative and not
alternative.


 


7.8                                 Counterparts. 
This Agreement may be executed in any number of counterparts and
signatures may be delivered by facsimile, each of which may be executed by less
than all parties, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall
constitute one instrument.


 


7.9                                 Severability. 
If any provision of this Agreement becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable, or void, portions of such
provision, or such provision in its entirety, to the extent necessary, shall be
severed from this Agreement and the balance of this Agreement shall be
enforceable in accordance with its terms.


 


7.10                           Titles and Subtitles. 
The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a part of this Agreement.


 


7.11                           Further
Assurances.  In connection with this
Agreement and the transactions contemplated hereby, each party hereto shall
execute and deliver any additional documents and instruments and perform any
additional acts that may be necessary or appropriate to effectuate and perform
the provisions of this Agreement and such transactions.


 

















 


7.12                           No
Strict Construction.  This Agreement
shall be deemed to be collectively prepared by the parties hereto, and no
ambiguity herein shall be construed for or against any party based upon the
identity of the author of this Agreement or any provision hereof.


 


7.13                           Amendment and Waiver. 
Any provision of this Agreement may be amended or waived (either
generally or in a particular instance and either retroactively or
prospectively) only with the written consent of the Principal Investors; provided that (i) no such amendment shall impose or increase any liability or
obligation on a Stockholder without the prior written consent of such
Stockholder, (ii) no such amendment has a disproportionately adverse effect on
any Stockholder in relation to the other Stockholders without the prior written
consent of such Stockholder.  Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each Stockholder and the Company and (iii) no such amendment shall be made
to Section 4(c) without the prior written consent of the Company.


 


7.14                           No
Recourse.  Notwithstanding anything
that may be expressed or implied in this Agreement, the Company and each Stockholder
covenant, agree and acknowledge that no recourse under this Agreement or any
document or instrument delivered in connection with this Agreement shall be had
against any current or future director, officer, employee, agent, general or
limited partner or member of any Stockholder or any Affiliate or assignee
thereof, as such, whether by the enforcement of any assessment or by any legal
or equitable proceeding, or by virtue of any statute, regulation or other
applicable law, it being expressly agreed and acknowledged that no personal
liability whatsoever shall attach to, be imposed upon or otherwise be incurred
by any current or future director, officer, employee, agent, general or limited
partner or member of any Stockholder or any Affiliate or assignee thereof, as
such, for any obligation of any Stockholder under this Agreement or any
documents or instruments delivered in connection with this Agreement for any
claim based on, in respect of or by reason of such obligations or their
creation.


 


 


[THIS SPACE LEFT BLANK INTENTIONALLY]


 

















 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.


 


	
   

  	
  MARQUEE HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R.
  Ramsey

  	
   

  
	
   

  	
   

  	
  Name:  Craig R. Ramsey

  
	
   

  	
   

  	
  Title: 
  Executive Vice President and

  Chief Financial Officer

  



 

















 


	
   

  	
  BAIN CAPITAL HOLDINGS (LOEWS)
  I, LLC

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  BAIN CAPITAL HOLDINGS (LOEWS) L,

  
	
   

  	
   

  	
  L.L.C., ITS ADMINISTRATIVE MEMBER

  
	
   

  	
  BY:

  	
  BAIN CAPITAL HOLDINGS (LOEWS) I

  
	
   

  	
   

  	
  L.P., ITS ADMINISTRATIVE MEMBER

  
	
   

  	
  BY:

  	
  BAIN CAPITAL PARTNERS VII, L.P.,

  
	
   

  	
   

  	
  ITS GENERAL PARTNER

  
	
   

  	
  BY:

  	
  BAIN CAPITAL INVESTORS, LLC, ITS

  
	
   

  	
   

  	
  GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BAIN CAPITAL AIV (LOEWS) II, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  BAIN CAPITAL PARTNERS VIII, L.P.,

  
	
   

  	
   

  	
  ITS GENERAL PARTNER

  
	
   

  	
  BY:

  	
  BAIN CAPITAL INVESTORS LLC,

  
	
   

  	
   

  	
  ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P.
  Connaughton

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John P.
  Connaughton

  
	
   

  	
   

  	
  Title:

  	
  Managing Director of Bain Capital

  Investors LLC*

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  * On behalf
  of each of Bain Capital Partners VII,

  L.P. and Bain Capital Partners VIII, L.P.

  
							



 

















 


	
   

  	
  TC GROUP INVESTMENT HOLDINGS, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  TCG HOLDINGS
  II, L.P.,

  
	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
  BY:

  	
  DBD
  INVESTORS V, L.L.C.,

  
	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  J. Connelly

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael J.
  Connelly

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CARLYLE PARTNERS III LOEWS, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  TC GROUP
  III, L.P.,

  
	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
  BY:

  	
  TC GROUP
  III, L.L.C.,

  
	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
  BY:

  	
  TC GROUP,
  L.L.C.,

  
	
   

  	
   

  	
  ITS MANAGING
  MEMBER

  
	
   

  	
  BY:

  	
  TCG
  HOLDINGS, L.L.C.,

  
	
   

  	
   

  	
  ITS MANAGING
  MEMBER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  J. Connelly

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael J.
  Connelly

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CP III COINVESTMENT, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  TC GROUP
  III, L.P.,

  
	
   

  	
   

  	
  IT GENERAL
  PARTNER

  
	
   

  	
  BY:

  	
  TC GROUP
  III, L.L.C.,

  
	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
  BY:

  	
  TC GROUP,
  L.L.C.,

  
	
   

  	
   

  	
  ITS MANAGING
  MEMBER

  
	
   

  	
  BY:

  	
  TCG
  HOLDINGS, L.L.C.,

  
	
   

  	
   

  	
  ITS MANAGING
  MEMBER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  J. Connelly

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael J.
  Connelly

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 

















 


	
   

  	
  SPECTRUM EQUITY INVESTORS IV, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   SPECTRUM
  EQUITY ASSOCIATES IV, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Brion B.
  Applegate

  	
   

  
	
   

  	
  Name:

  	
  Brion B.
  Applegate

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPECTRUM EQUITY INVESTORS PARALLEL

  
	
   

  	
  IV, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   SPECTRUM
  EQUITY ASSOCIATES IV, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Brion B.
  Applegate

  	
   

  
	
   

  	
  Name:

  	
  Brion B.
  Applegate

  
	
   

  	
  Title:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPECTRUM IV INVESTMENT MANAGERS’

  
	
   

  	
  FUND, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Brion B.
  Applegate

  	
   

  
	
   

  	
  Name:

  	
  Brion B.
  Applegate

  
	
   

  	
  Title:

  	
  General
  Partner