Exhibit
10.5


 


Execution
Version


 




 





SECURITIES
PURCHASE AGREEMENT


 


by
and among


 


TSG
HOLDINGS CORP.,


 


BRUCKMANN,
ROSSER, SHERRILL & CO. II, L.P.,


 


ING
FURMAN SELZ INVESTORS III L.P.,


 


ING
BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD.,


 


and


 


ING
BARINGS U.S. LEVERAGED EQUITY PLAN LLC


 


Dated
as of August 21, 2003


 




 




















 


TABLE OF
CONTENTS


 


	
  ARTICLE I

  	
  PURCHASE OF SECURITIES

  
	
   

  
	
  1.1.

  	
  Sale and Purchase of Common Stock
  and Preferred Stock

  
	
  1.2.

  	
  Closing

  
	
  1.3.

  	
  Conditions to the Investor’s Obligations

  
	
  1.4.

  	
  Conditions to the Company’s
  Obligations

  
	
   

  
	
  ARTICLE II

  	
  REPRESENTATIONS, WARRANTIES AND COVENANTS OF
  THE COMPANY

  
	
   

  
	
  2.1.

  	
  Representations, Warranties and
  Covenants of the Company

  
	
   

  	
   

  
	
  ARTICLE III

  	
  REPRESENTATIONS, WARRANTIES AND COVENANTS
  OF INVESTORS

  
	
   

  
	
  3.1.

  	
  Representations,
  Warranties and Covenants of Each Investor

  
	
   

  
	
  ARTICLE IV

  	
  MISCELLANEOUS

  
	
   

  
	
  4.1.

  	
  Legend

  
	
  4.2.

  	
  Amendment
  and Modification

  
	
  4.3.

  	
  Survival
  of Representations and Warranties

  
	
  4.4.

  	
  Successors and Assigns

  
	
  4.5.

  	
  Separability

  
	
  4.6.

  	
  Notices

  
	
  4.7.

  	
  Governing Law

  
	
  4.8.

  	
  Headings

  
	
  4.9.

  	
  Counterparts

  
	
  4.10.

  	
  Further Assurances

  
	
  4.11.

  	
  Entire Agreement

  
			



 


i

















 


	
  EXHIBITS

  
	
   

  
	
  Exhibit A

  	
  Form of Securities Holders
  Agreement

  
	
  Exhibit B

  	
  Form of Registration
  Rights Agreement

  
	
  Exhibit C

  	
  Amended and Restated
  Certificate of Incorporation of the Company

  
	
  Exhibit
  D

  	
  Bylaws
  of the Company

  
	
   

  
	
   

  
	
  SCHEDULES

  
	
   

  
	
  Schedule I

  	
  Investors and Securities
  Purchased

  



 


ii

















 


DEFINED TERMS


 


	
  Agreement

  
	
  BRS

  
	
  Closing

  
	
  Closing Date

  
	
  Common Stock

  
	
  Company

  
	
  ING Barings Global

  
	
  ING Barings U.S.

  
	
  ING Furman Selz

  
	
  Investor

  
	
  Investors

  
	
  Jefferies Funds

  
	
  Management Investors

  
	
  person

  
	
  Preferred Stock

  
	
  Registration Rights Agreement

  
	
  Securities

  
	
  Securities Act

  
	
  Securities Holders Agreement

  
	
  Securities Purchase and Exchange Agreement

  
	
  Sheridan

  
	
  Sheridan Acquisition

  
	
  Stock Purchase Agreement

  



 


iii

















 


SECURITIES
PURCHASE AGREEMENT


 


THIS IS A SECURITIES PURCHASE AGREEMENT, dated as of
August 21, 2003 (the “Agreement”), by and among TSG Holdings Corp., a
Delaware corporation (the “Company”), Bruckmann, Rosser, Sherrill &
Co. II, L.P., a Delaware limited partnership (“BRS”), ING Furman Selz
Investors III L.P., a Delaware limited partnership (“ING Furman Selz”),
ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation, (“ING
Barings Global”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware
limited liability company (“ING Barings U.S.” and, together with ING
Furman Selz and ING Barings Global, the “Jefferies Funds”).  BRS and each of the Jefferies Funds are
sometimes referred to herein individually as an “Investor” and
collectively as the “Investors.”


 


Background


 


A.                                   This
Agreement is being entered into in connection with the consummation of the transactions
contemplated by the Stock Purchase Agreement, dated as of August 1, 2003
(the “Stock Purchase Agreement”), by and among Sheridan Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Sheridan
Acquisition”), The Sheridan Group, Inc., a Maryland corporation (“Sheridan”),
and the other parties thereto, pursuant to which Sheridan Acquisition will
acquire all of the outstanding capital stock of Sheridan (other than any such
shares acquired by the Company pursuant to the Securities Purchase and Exchange
Agreement dated as of the date hereof, (the “Securities Purchase and
Exchange Agreement”), and Sheridan will become a wholly-owned subsidiary of
the Company.


 


B                                        Pursuant
to the terms hereof, in connection with the consummation of the transactions
contemplated by the Stock Purchase Agreement, the Company desires to sell, and
the Investors desire to purchase for cash, (i) the number of shares of the
Company’s Series A 10% Cumulative Compounding Preferred Stock, par value $.001
per share (the “Preferred Stock”), and (ii) the number of shares of
Common Stock of the Company, par value $.001 per share (the “Common Stock”)
in each case as set forth opposite such Investor’s name on Schedule I
hereto.


 


C.                                     Also
in connection with the transactions contemplated by the Stock Purchase
Agreement, pursuant to a separate Securities Purchase and Exchange Agreement,
the Company intends to sell for cash and/or shares of common stock of Sheridan
additional shares of Preferred Stock and Common Stock, to the officers and
directors of Sheridan who are parties thereto (the “Management Investors”).


 


D.                                    Immediately
following the purchase and sale of securities referred to above, the Company
will contribute the cash and non-cash proceeds from such transactions to
Sheridan Acquisition, which will use such cash proceeds in part to acquire
pursuant to the Stock Purchase Agreement the outstanding capital stock of
Sheridan that is not otherwise owned by Sheridan Acquisition by virtue of the
transactions described above.


 

















 


E.                                      In
connection with the execution and delivery of this Agreement, the Investors,
the Management Investors and the Company are also entering into a Securities
Holders Agreement (the “Securities Holders Agreement”) and a
Registration Rights Agreement (the “Registration Rights Agreement”)
substantially in the forms of Exhibit A and Exhibit B hereto,
respectively, in order to set forth more fully certain agreements regarding
their future relationships and their rights and obligations with respect to
Securities of the Company.


 


I.                                         As
used herein, the term “Securities” shall mean Common Stock, Preferred
Stock, and any other shares of capital stock of the Company, and any securities
convertible into or exchangeable for such capital stock, and any options
(including any options now or hereafter issued to Management Investors),
warrants or other rights to acquire such capital stock or securities, now or
hereafter held by any party hereto, including all other securities of the
Company (or a successor to the Company) received on account of ownership of
Common Stock or Preferred Stock, including all securities issued in connection
with any merger, consolidation, stock dividend, stock distribution, stock
split, reverse stock split, stock combination, recapitalization,
reclassification, subdivision, conversion or similar transaction in respect
thereof.


 


Terms


 


In consideration of the mutual covenants contained
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:


 


ARTICLE I


 


PURCHASE OF SECURITIES


 


1.1.                              Sale and Purchase
of Common Stock and
Preferred Stock.  (a) 
Subject to the terms and conditions set forth herein, at the Closing (as
defined in Section 1.2), the Company will issue and sell to each Investor, and
each Investor will purchase, the number of shares of Preferred Stock and Common
Stock set forth opposite the name of such Investor on Schedule I hereto.


 


(b)                                 The per share purchase price for the Preferred
Stock and Common Stock to be purchased under this Section 1.1 shall be $1,000
per share and $10 per share, respectively. 
The aggregate purchase price to be paid by each Investor purchasing
stock pursuant to this Section 1.1 is set forth opposite such Investor’s name
on Schedule I hereto.  The
Investors shall pay the purchase price for the shares of Preferred Stock and/or
Common Stock purchased by them hereunder by wire transfer of immediately
available funds to an account designated by the Company.


 


(c)                                  The obligations of the Investors purchasing
Securities under this Section 1.1 are several in nature, and no Investor shall
have any obligation to purchase any Securities subscribed for hereunder by any
other Investor.


 


2

















 


1.2.                              Closing. 
(a)  The closing (the “Closing”)
of the purchase and sale of the Securities referred to in Section 1.1 will take
place on the date of this Agreement or at such other time or on such other date
as may be agreed by the parties hereto. 
The date such Closing occurs is referred to herein as the “Closing
Date.”


 


(b)                                 At the Closing, the Company will deliver to each
Investor certificates evidencing the number of shares of Preferred Stock and
Common Stock to be purchased by such Investor as set forth opposite such
Investor’s name on Schedule I hereto, registered in such Management
Investor’s name, against payment of the purchase price therefor in cash, by
wire transfer of immediately available funds, with confirmed receipt.


 


1.3.                              Conditions to the Investor’s Obligations.  The
obligation of each Investor to purchase such Investor’s Securities at the
Closing is subject to the satisfaction on or prior to the date hereof of the
following conditions:


 


(a)                                  The representations and warranties of the Company
set forth in Article II hereof shall be true and correct in all material
respects on and as of the Closing Date as though then made, and all covenants
of the Company set forth in Article I required to be performed on or prior to
the Closing shall have been performed in all material respects.


 


(b)                                 No
preliminary or permanent injunction or order, decree or ruling of any nature
issued by any court or governmental agency of competent jurisdiction, nor any
statute, rule, regulation or executive order promulgated or enacted by any
United States federal, state or local governmental authority, shall be in
effect, that would prevent the consummation of the transactions contemplated by
this Agreement or the Stock Purchase Agreement.


 


(c)                                  All
of the conditions to effecting the transactions contemplated by the Stock
Purchase Agreement shall have been fulfilled or waived in accordance with the
terms of the Stock Purchase Agreement.


 


(d)                                 The
Company shall have executed and delivered the Securities Holders Agreement and
the Registration Rights Agreement.


 


(e)                                  The Company’s Amended and Restated Certificate of
Incorporation and Bylaws shall be substantially in the forms of Exhibit C
and Exhibit D hereto, respectively.


 


(f)                                    The Company shall have delivered to each of the
Investors certificates for the Securities being purchased by such Investor.


 


(g)                                 All corporate and other proceedings, if any,
taken or to be taken by the Company in connection with the transactions
contemplated hereby shall have been taken.


 


1.4.                              Conditions to the Company’s Obligations.  The
obligations of the Company to issue and sell the Securities to each Investor as
set forth herein at the Closing are subject to the satisfaction on or prior to
the Closing of the following conditions:


 


3

















 


(a)                                  The representations and warranties of each
Investor set forth in Article III hereof shall be true and correct in all
material respects at and as of the Closing Date as though then made, and all
covenants of each Investor required to be performed at or prior to the Closing
shall have been performed in all material respects.


 


(b)                                 Such Investor shall have delivered the cash
purchase price required to be delivered by such Investor under this Article I.


 


(c)                                  Such
Investor shall have executed and delivered each of the Securities Holders
Agreement and the Registration Rights Agreement.


 


ARTICLE II


 


REPRESENTATIONS,
WARRANTIES AND

COVENANTS OF THE COMPANY


 


2.1.                              Representations, Warranties and Covenants of the Company.  The
Company represents and warrants to, and covenants and agrees with, each of the
Investors as follows:


 


(a)                                  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.


 


(b)                                 The Company has all requisite corporate power and
corporate authority to execute, deliver and perform this Agreement and to
consummate the transactions provided for herein.


 


(c)                                  The execution, delivery and performance by the
Company of this Agreement and the consummation by the Company of the
transactions contemplated hereby, including, but not limited to, the issuance
and sale of the Securities to be issued by it hereunder, have been duly
authorized, and this Agreement constitutes the valid and binding obligation of
the Company, enforceable against it in accordance with the terms hereof.


 


(d)                                 The Securities issued to the Investors under
Article I hereof, when issued in compliance with the provisions of this
Agreement, will be validly issued, fully paid and non-assessable.


 


(e)                                  As of the date hereof and after giving effect to
the transactions contemplated by this Agreement and the Securities Purchase and
Exchange Agreement with the Management Investors, the authorized capital stock
of the Company consists of (i) one million (1,000,000) shares of Common Stock,
of which five hundred thousand (500,000) shares are issued and outstanding, and
(ii) one hundred thousand (100,000) shares of Preferred Stock, of which
forty-two thousand (42,000) shares are issued and outstanding.  As of the date hereof, the shares of Common
Stock and Preferred Stock held by the Investors, together with the shares of
Common Stock and Preferred Stock issued under the Securities Purchase and
Exchange


 


4

















 


Agreement to the Management Investors, constitute
all of the issued and outstanding shares of the Company’s capital stock.


 


ARTICLE III


 


REPRESENTATIONS,
WARRANTIES 

AND COVENANTS OF INVESTORS


 


3.1.                              Representations, Warranties and Covenants of Each
Investor.  Each of the Investors severally and as to
itself represents and warrants to, and covenants and agrees with, the Company
that:


 


(a)                                  Such Investor has the requisite legal right,
power and authority (including, if applicable, the due authorization by all
necessary corporate action) to enter into this Agreement and to perform such
Investor’s obligations hereunder and to consummate the transactions provided
for herein, without the need for the consent of any other person (other than
such consents as have heretofore been obtained); this Agreement has been duly
authorized, executed and delivered by such Investor; and this Agreement
constitutes the valid and binding obligation of such Investor, enforceable
against such Investor in accordance with the terms hereof.  As used herein, the term “person”
means an individual or a corporation, partnership, limited liability company,
joint venture, trust, regulatory or governmental agency or authority or other
organization or entity of any kind.


 


(b)                                 No consent, approval or authorization of, or
registration, qualification or filing with, any governmental agency or
authority is required for the execution and delivery of this Agreement by such
Investor or for the consummation by such Investor of the transactions
contemplated hereby, except where the failure to obtain any such consent, approval
or authorization or to so register, qualify or file would not reasonably be
expected to materially and adversely affect such Investor’s ability to
consummate the transactions contemplated hereby.


 


(c)                                  No action, suit, proceeding or investigation is
pending or, to such Investor’s knowledge, threatened, against such Investor
with respect to his or her execution and delivery of this Agreement or the
consummation by such Investor of the transactions contemplated hereby.


 


(d)                                 The Securities are being purchased by such
Investor hereunder for investment, and not with a view to any distribution
thereof that would violate the Securities Act or the applicable state
securities laws of any state.  Such
Investor will not distribute the Securities in violation of the Securities Act
of 1933, as amended (the “Securities Act”) or the applicable securities
laws of any state.


 


(e)                                  Such Investor understands that the Securities
have not been registered under the Securities Act or the securities laws of any
state and must be held indefinitely unless subsequently registered under the
Securities Act and any applicable state securities laws or unless an exemption
from such registration becomes or is available.


 


5

















 


(f)                                    Such Investor qualifies as an “Accredited
Investor” under Regulation D promulgated under the Securities Act.  Such Investor agrees to furnish such
documents and to comply with such reasonable requests of the Company as may be
necessary to substantiate the Investor’s status as a qualifying investor in
connection with this private offering of Preferred Stock and Common Stock to
the Investor.  Each Investor represents
and warrants that all information contained in such documents and any other
written materials concerning the status of such Investor furnished by such
Investor to the Company in connection with such requests will be true, complete
and correct in all material respects.


 


ARTICLE IV


 


MISCELLANEOUS


 


4.1.                              Legend.  All
certificates representing the Securities shall bear the following legend in
addition to any other legend required under applicable law:


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER
THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE DELIVERY TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATION IS NOT REQUIRED.


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SECURITIES
HOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERS SPECIFIED THEREIN,
AS AMENDED FROM TIME TO TIME (THE “SECURITIES HOLDERS AGREEMENT”), A COPY OF
WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.  THE SALE, TRANSFER, ASSIGNMENT OR OTHER
DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE
SECURITIES ARE TRANSFERABLE OR OTHERWISE DISPOSABLE ONLY UPON PROOF OF
COMPLIANCE THEREWITH.


 


4.2.                              Amendment and Modification.  This
Agreement may be amended or modified, or any provision hereof may be waived,
provided that such amendment, modification or waiver is set forth in a writing
executed by (i) the Company, (ii) the holders of the majority of the shares of
Common Stock then held by BRS and (iii) the holders of the majority of the
shares of Common Stock then held by the Jefferies Funds; provided, however,
that any amendment of this Agreement which materially adversely affects any
Investor in a manner materially different from other Investors (other than due
to any difference in the number of shares owned by any such


 


6

















 


Investor) requires the consent of such
Investor.  No course of dealing between
or among any persons having any interest in this Agreement will be deemed
effective to modify, amend or discharge any part of this Agreement or any
rights or obligations of any person under or by reason of this Agreement.


 


4.3.                              Survival of Representations and Warranties.  The
representations, warranties, covenants and agreements set forth in this
Agreement shall survive the Closing.


 


4.4.                              Successors and Assigns.  This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the successors and
permitted assigns and executors, administrators and heirs of each party
hereto.  This Agreement, and any rights
or obligations existing hereunder, may not be assigned or otherwise transferred
by any party without the prior written consent of the other parties hereto.


 


4.5.                              Separability.  In the
event that any provision of this Agreement or the application of any provision
hereof is declared to be illegal, invalid or otherwise unenforceable by a court
of competent jurisdiction, the remaining provisions shall remain in full force
and effect unless deletion of such provision causes this Agreement to become
materially adverse to any party, in which event the parties shall use reasonable
efforts to arrive at an accommodation which best preserves for the parties the
benefits and obligations of the offending provision.


 


4.6.                              Notices.  All notices provided for or permitted
hereunder shall be made in writing by hand-delivery, registered or certified
first-class mail, fax or reputable courier guaranteeing overnight delivery to
the other party at the following addresses (or at such other address as shall
be given in writing by any party to the others):


 


If to the Company, to:


 


TSG Holdings Corp.

11311 McCormick Road

Suite 260

Hunt Valley, MD  21031-1437

Attention: 
John A. Saxton

Fax: 
(410) 785-7217


 


with a required copy to:


 


Dechert
LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, PA 19103

Attention:                  Carmen J. Romano, Esq.


David
S. Denious, Esq.


Fax:  (215) 994-2222


 


7

















 


If to BRS, to:


 


c/o Bruckmann, Rosser, Sherrill
& Co., L.P.

126 East 56th Street, 29th Floor

New York, NY  10022

Attention:  Harold O. Rosser, II

Fax:  (212) 521-3799


 


with a required copy to:


 


Dechert
LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, PA 19103

Attention:                 Carmen J. Romano, Esq.


David
S. Denious, Esq.


Fax:  (215) 994-2222


 


If to any of the Jefferies
Funds, to:


 


c/o
Jefferies Capital Partners

520 Madison Avenue

8th Floor

New York, NY  10022

Attention:                 James Luikart


Fax:  (212) 284-1717


 


with a required copy to:


 


Dechert
LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, PA 19103

Attention:                 Carmen J. Romano, Esq.


David
S. Denious, Esq.


Fax:  (215) 994-2222


 


All such notices shall be deemed to have been duly
given: when delivered by hand, if personally delivered; four business days
after being deposited in the mail, postage prepaid, if mailed; when
confirmation of transmission is received, if faxed during normal business hours
(or, if not faxed during normal business hours, the next business day after
confirmation of transmission); and on the next business day, if timely
delivered to a reputable courier guaranteeing overnight delivery.


 


8

















 


4.7.                              Governing Law.  This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Delaware, without giving effect to principles of conflicts
of law.


 


4.8.                              Headings.  The
headings preceding the text of the sections and subsections of this Agreement
are for convenience of reference only and shall not constitute a part of this
Agreement, nor shall they affect its meaning, construction or effect.


 


4.9.                              Counterparts.  This
Agreement may be executed in two or more counterparts and by the parties hereto
in separate counterparts, each of which when so executed shall be deemed to be
an original, and all of which taken together shall constitute one and the same
instrument.


 


4.10.                        Further
Assurances.  Each party shall cooperate and take such
action as may be reasonably requested by another party in order to carry out
the provisions and purposes of this Agreement and the transactions contemplated
hereby.


 


4.11.                        Entire Agreement.  This
Agreement sets forth the entire agreement and understanding among the parties
and supersedes all prior agreements and understandings, written or oral,
relating to the subject matter of this Agreement, it being understood the
Investors are contemporaneously entering into other agreements and instruments
in connection with the consummation of the transactions contemplated by the
Stock Purchase Agreement, including the Securities Holders Agreement and the
Registration Rights Agreement.


 


9

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Securities Purchase Agreement the day and year first above written.


 


 


	
   

  	
  TSG HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  J. Rice
  Edmonds

  	
   

  
	
   

  	
   

  	
  Name: J. Rice Edmonds

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRUCKMANN, ROSSER, SHERRILL

  & CO. II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BRSE L.L.C., its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Thomas
  Baldwin

  	
   

  
	
   

  	
   

  	
  Name:  Thomas
  Baldwin

  
	
   

  	
   

  	
  Title:    
  Managing Director

  



 


10

















 


	
   

  	
  ING FURMAN SELZ INVESTORS III L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING FURMAN SELZ INVESTMENTS III LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Luikart 

  	
   

  
	
   

  	
   

  	
  Name:  James
  Luikart

  
	
   

  	
   

  	
  Title:   
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING FURMAN SELZ INVESTMENTS III LLC,

  its Fund Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Luikart

  	
   

  
	
   

  	
   

  	
  Name:  James
  Luikart

  
	
   

  	
   

  	
  Title:   
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING FURMAN SELZ INVESTMENTS III LLC,

  its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Luikart

  	
   

  
	
   

  	
   

  	
  Name: James Luikart

  
	
   

  	
   

  	
  Title:  
  Executive Vice President

  



 


11

















 


Schedule
I


 


Investors and Securities
Purchased


 


	
  Investor

  	
   

  	
  Common
  Stock

  Purchase Price

  ($10 per share)

  	
   

  	
  Preferred
  Stock

  Purchase Price

  ($1,000 per share)

  	
   

  	
  Number of
  Shares of

  Common Stock

  Received

  	
   

  	
  Number of

  Shares of

  Preferred Stock

  Received

  	
   

  	
  Aggregate

  Purchase Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bruckmann,
  Rosser, Sherrill & Co. II, L.P.

  	
   

  	
  $

  	
  2,286,869.49

  	
   

  	
  $

  	
  19,209,703.76

  	
   

  	
  228,686.949

  	
   

  	
  19,209.70376

  	
   

  	
  $

  	
  21,496,573.25

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING Furman Selz
  Investors III L.P.

  	
   

  	
  1,593,479.22

  	
   

  	
  13,385,225.54

  	
   

  	
  159,347.922

  	
   

  	
  13,385.22554

  	
   

  	
  14,978,704.76

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING Barings
  Global Leveraged Equity Plan Ltd.

  	
   

  	
  130,357.28

  	
   

  	
  1,095,001.13

  	
   

  	
  13,035.728

  	
   

  	
  1,095.00113

  	
   

  	
  1,225,358.41

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING Barings U.S.
  Leveraged Equity Plan LLC

  	
   

  	
  563,032.99

  	
   

  	
  4,729,477.09

  	
   

  	
  56,303.299

  	
   

  	
  4,729.47709

  	
   

  	
  5,292,510.08

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  4,573,738.98

  	
   

  	
  $

  	
  38,419,407.52

  	
   

  	
  457,373.898

  	
   

  	
  38,419.40752

  	
   

  	
  $

  	
  42,993,146.50