EXHIBIT 10.1


 


VOTING AGREEMENT


VOTING AGREEMENT, dated as of March 19, 2007
(this “Agreement”), by and among Integra
Telecom Holdings, Inc., an Oregon corporation (“Parent”),
Eschelon Telecom, Inc., a Delaware corporation, and the stockholders of the Company
identified on the signature pages hereto (each a “Stockholder,” and
collectively, the “Stockholders”).


W I T N E S S E T H:


WHEREAS, concurrently with the execution of this
Agreement, Parent, ITH Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Parent (“Merger Sub”),
and the Company are entering into an Agreement and Plan of Merger, dated as of
the date hereof (as amended, supplemented, restated or otherwise modified from
time to time, the “Merger Agreement”),
pursuant to which, among other things, Merger Sub will merge with and into the
Company (the “Merger”) and each outstanding
share of the common stock, par value $0.01 per share, of the Company (the “Common Stock”) will be converted
into the right to receive the merger consideration specified therein.


WHEREAS, as of the date hereof, the Stockholders are
the record and beneficial owner, in the aggregate, of such number of
outstanding shares of Common Stock as set forth on Exhibit A hereto,
representing such percentage of the total number of shares of Common Stock of
the Company as set forth on Exhibit A hereto, all of which such shares
the Stockholders control the right to vote.


WHEREAS, as a material inducement to Parent entering
into the Merger Agreement, Parent has required that the Stockholders agree, and
the Stockholders have agreed, to enter into this Agreement and abide by the
covenants and obligations with respect to the Covered Shares (as hereinafter
defined) set forth herein.


NOW THEREFORE, in consideration of the foregoing and
the mutual representations, warranties, covenants and agreements herein
contained, and intending to be legally bound hereby, the parties hereto agree
as follows:


ARTICLE I


VOTING


1.1. Agreement to Vote. Each of the
Stockholders hereby irrevocably and unconditionally agrees that during the term
of this Agreement, at the Company stockholders’ meeting and at any other
meeting of the stockholders of the Company, however called, including any
adjournment or postponement thereof, and in connection with any written consent
of the stockholders of the Company, the Stockholders shall, in each case to the
fullest extent that such matters are submitted for the vote or written consent
of the Stockholders and that the Common Stock set forth opposite the name of
such Stockholder on Exhibit A hereto, and any other voting securities of
the Company, whether issued before or after the date of this Agreement, which
such Stockholder purchases or with respect to which such Stockholder otherwise
acquires record or beneficial ownership after the date of this Agreement (such
shares of Common Stock and such other voting securities of such Stockholder,
the “Covered Shares”) are entitled to
vote thereon or consent thereto:


(a) appear at each such meeting or otherwise cause the
Covered Shares as to which the Stockholders control the right to vote to be
counted as present thereat for purposes of calculating a quorum; and


(b) vote (or cause to be voted), in person or by
proxy, or deliver (or cause to be delivered) a written consent covering, all of
the Covered Shares as to which the Stockholders control the right to vote
(i) in favor of the adoption of the Merger Agreement and any other
transactions contemplated by the Merger Agreement; (ii) against any action
or agreement submitted for the vote or written consent of stockholders that is
in opposition to, or competitive or materially inconsistent with, the Merger or
that would result in a breach of any covenant, representation or warranty or
any other obligation or agreement of the Company contained in the Merger
Agreement, or of the Stockholders contained in this Agreement; and
(iii) against any Takeover Proposal (as defined in the Merger Agreement)
and against any other action, agreement or transaction submitted for the 











vote or
written consent of stockholders that would reasonably be expected to impede,
interfere with, delay, postpone, discourage, frustrate the purposes of or
adversely affect the Merger or the other transactions specifically contemplated
by the Merger Agreement or this Agreement or the performance by the Company of its
obligations under the Merger Agreement or by the Stockholders of their
obligations under this Agreement.


1.2. Conduct of Stockholders. Until this
Agreement is terminated, the Stockholders hereby covenant and agree that,
except for this Agreement, the Stockholders (a) will not sell or otherwise
transfer any of its Covered Shares or any economic, voting or other direct or
indirect interest therein, (b) will not enter into any voting agreement or
voting trust, or grant a proxy, consent or power of attorney with respect to
the Covered Shares and (c) will not at any meeting of the stockholders of the
Company, vote (or cause to be voted) the Covered Shares for (x) any merger
agreement or merger, consolidation, combination, sale of substantial assets,
reorganization or recapitalization of or by the Company or any of its
subsidiaries, except in connection with the Merger, or (y) any amendment of the
Company’s certificate of incorporation or bylaws or other proposal or
transaction involving the Company or any of its subsidiaries (except in
connection with the Merger), for the purpose of impeding, frustrating,
preventing or nullifying the Merger Agreement, the Merger or any of the other
transactions contemplated by the Merger Agreement.


ARTICLE II


REPRESENTATIONS AND WARRANTIES


2.1. Representations and Warranties of the
Stockholders. Each Stockholder hereby represents and warrants to Parent as
follows:


(a) such Stockholder has the legal capacity, power and
authority to enter into and deliver this Agreement and perform its obligations
under this Agreement and, such Stockholder’s execution and delivery of this
Agreement and performance of its obligations hereunder have been duly and
validly authorized by any necessary corporate or similar proceedings on the
part of such Stockholder;


(b) this Agreement is binding on such Stockholder and
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting the enforcement of
creditors’ rights generally or by general equitable principles relating to
enforceability;


(c) the execution and delivery of this Agreement and
the performance by such Stockholder of its obligations hereunder do not require
the authorization, consent, approval, license, exemption or other action by, or
filing with, any third party or governmental authority, do not violate
applicable law or conflict with or result in a breach of any of such
Stockholder’s organizational documents or contractual obligations;


(d) such Stockholder is the beneficial owner of all
the Covered Shares that are set forth next to such Stockholder’s name on Exhibit
A hereto and that such Covered Shares are free and clear of any liens,
claims or encumbrances of any kind apart from (i) such Stockholder’s
obligations under this Agreement, (ii) such Stockholder’s obligations under the
Fourth Amended and Restated Stockholders’ Agreement, dated as of June 27, 2002
between the Company and the stockholders party thereto, as amended by Amendment
No. 1 thereto, dated as of December 23, 2004 or, (iii) with respect to such
shares that are restricted stock issued pursuant to the Company’s equity
compensation plans, the restrictions placed on such shares by such plans; and


(e) other than the shares that are identified as to
such Stockholder on Exhibit A to this Agreement, such Stockholder does
not own (beneficially or of record) any voting securities of the Company.











ARTICLE III


MISCELLANEOUS


3.1. Appraisal Rights.  To the extent permitted by applicable law,
each Stockholder hereby waives any rights of appraisal or rights to dissent
from the Merger that it may have under applicable law.


3.2  Notice.  All notices, requests, claims, demands and
other communications (“Notices”) under this Agreement shall be in writing and
sent by certified or registered mail, return receipt requested, a recognized
overnight courier service, telecopier or personal delivery, as follows: (a) if
to Parent, to: Integra Telecom Holdings, Inc., 1201 NE Lloyd BLVD, Portland, Oregon
97232, Attention: General Counsel, with a required copy to: Perkins Coie LLP,
1120 NW Couch Street, Portland, Oregon 97209, Attention: M. Christopher Hall,
and (b) if to the Stockholders, in care of: Eschelon Telecom, Inc., 730 Second
Avenue, Minneapolis, Minnesota 55402, Attention: J. Jeffery Oxley, with a
required copy to: Ropes & Gray LLP, One International Place, Boston,
Massachusetts 02110, Attention Newcomb R. Stillwell and Davis Graham &
Stubbs LLP, 1550 17th Street, Suite 500, Denver, CO  80202, Attention Ronald R. Levine, II . All
Notices shall be deemed to have been duly given: when delivered by hand, if
personally delivered; when delivered by courier, if delivered by commercial
overnight courier service; five business days after being deposited in the
mail, postage prepaid, if mailed; and when receipt is acknowledged, if
telecopied. A party may change its address for purposes of this Agreement by
Notice in accordance with this Section 3.2.


3.3  Entire
Agreement. This Agreement supersedes all prior agreements between the
parties with respect to its subject matter and constitutes a complete and
exclusive statement of the terms of the agreement between the parties with
respect to its subject matter.


3.4  No Other
Rights. Nothing in this Agreement shall be considered to give any person
other than the parties any legal or equitable right, claim or remedy under or
in respect of this Agreement or any provision of this Agreement. This Agreement
and all of its provisions are for the sole and exclusive benefit of the parties
and their respective successors and permitted assigns.


3.5  Equitable
Relief. Each of the parties hereto acknowledges that a breach by it of any
provision contained in this Agreement will cause the other parties to sustain
damage for which they would not have an adequate remedy at law for money
damages, and therefore each of the parties hereto agrees that in the event of
any such breach, the aggrieved party shall be entitled to the remedy of
specific performance of such agreement and injunctive and other equitable
relief in addition to any other remedy to which it may be entitled, at law or
in equity.


3.6  Severability.  If any provision of this Agreement is held
invalid or unenforceable by a court of competent jurisdiction, the other provisions
of this Agreement shall remain in full force and effect. Any provision of this
Agreement which is held invalid or unenforceable only in part shall remain in
full force and effect to the extent not held invalid or unenforceable.


3.7  Counterparts.
 This Agreement may be executed in one or
more counterparts, each of which shall be considered an original copy of this
Agreement and all of which, when taken together, shall be considered to
constitute one and the same agreement.


3.9  Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware.


3.10  Amendments;
Waivers.  Any amendment or
modification of or to any provision of this Agreement, and any consent to any
departure of any party from the terms of any provision of this Agreement, shall
be effective only if it is made or given in writing and signed by each party.
Notwithstanding the foregoing sentence, any failure of any of the parties to
comply with any obligation, covenant, agreement or condition herein may be
waived by any party entitled to the benefits thereof only by a written
instrument signed by such party granting such waiver, but such waiver or
failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or 











other
failure. The failure of any party to assert any of its rights under this
Agreement or otherwise shall not constitute a waiver of those rights.


3.11  Successors
and Assigns.  This Agreement shall
apply to, be binding in all respects upon and inure to the benefit of the
parties and their respective successors and permitted assigns. No party may
assign any of its rights under this Agreement without the prior written consent
of each of the other parties.


ARTICLE IV

TERMINATION


4.1. Termination. This Agreement shall remain
in effect until the earlier to occur of (i) the consummation of the
Merger, (ii) the date of termination of the Merger Agreement in accordance
with its terms, (iii) the occurrence of a Company Adverse Recommendation Change
(as that term is defined in the Merger Agreement) pursuant to the terms of the
Merger Agreement, and (iii) the delivery of written notice of termination
by the Stockholder to Parent, following any amendment to the Merger Agreement
effected without the prior written consent of the Stockholder which would
reduce or change the form of consideration to be paid in the Merger or
otherwise be materially adverse to such Stockholder, and after the occurrence
of such applicable event this Agreement shall terminate and be of no further
force.


[Remainder of this page intentionally left blank]











IN WITNESS WHEREOF, the
parties hereto have caused this Voting Agreement to be signed (where
applicable, by their respective officers or other authorized Person thereunto
duly authorized) as of the date first written above.


 


	
  

  	
   

  	
  ESCHELON TELECOM, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ RICHARD A.
  SMITH

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INTEGRA TELECOM HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ DUDLEY R.
  SLATER

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Dudley R. Slater

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE STOCKHOLDERS:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BAIN CAPITAL FUND VI, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Bain Capital Partners VI, L.P., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Bain Capital Investors, L.L.C., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ IAN LORING

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Ian Loring

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BCIP ASSOCIATES II

  
	
   

  	
   

  	
  BCIP TRUST ASSOCIATES II

  
	
   

  	
   

  	
  BCIP ASSOCIATES II-B

  
	
   

  	
   

  	
  BCIP TRUST ASSOCIATES II-B

  
	
   

  	
   

  	
  BCIP ASSOCIATES II-C

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Bain Capital Investors, L.L.C., its managing partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ IAN LORING

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Ian Loring

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  



 


 











 


 


	
  

  	
   

  	
  PEP INVESTMENTS PTY LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Bain Capital Investors, L.L.C., its attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ IAN LORING

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Ian Loring

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RGIP, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ IAN LORING

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Ian Loring

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SANKATY HIGH YIELD ASSET PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Sankaty High Yield Asset Investors, L.L.C., its
  general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Sankaty Investors, L.L.C., its managing member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JONATHAN
  LAVINE

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Jonathan Lavine

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WIND POINT ASSOCIATES IV, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Wind Point Investor IV, L.P., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Wind Point Advisor, L.L.C., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JAMES
  TENBROEK

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  James TenBroek

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ RICHARD
  KRACUM

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Richard Kracum

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 











 


	
  

  	
   

  	
  WIND POINT EXECUTIVE ADVISOR PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Wind Point Investor IV, L.P., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Wind Point Advisor, L.L.C., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
  /s/ JAMES TENBROEK

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  James TenBroek

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ RICHARD
  KRACUM

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Richard Kracum

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WIND POINT PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Wind Point Investor IV, L.P., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Wind Point Advisor, L.L.C., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JAMES
  TENBROEK

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  James TenBroek

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ RICHARD
  KRACUM

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Richard Kracum

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RICHARD SMITH

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ RICHARD SMITH

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GEOFF BOYD

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ GEOFF BOYD

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DAVID KUNDE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ DAVID KUNDE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 











 




	
  

  	
   

  	
  ROBERT PICKENS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ ROBERT PICKENS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STEVEN WACHTER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ STEVEN WACHTER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J. JEFFERY OXLEY

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ J. JEFFERY OXLEY

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MICHAEL DONAHUE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ MICHAEL DONAHUE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARLIN B. GOLDBERG

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ ARLIN B. GOLDBERG

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DANIEL DE HOYOS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ DANIEL DE HOYOS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MICHAEL EVANS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ MICHAEL EVANS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAROL BRAUN

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ CAROL BRAUN

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILLIAM MARKERT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ WILLIAM MARKERT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LAWRENCE EHLERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ LAWRENCE EHLERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLIFFORD WILLIAMS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ CLIFFORD WILLIAMS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 











 


	
  

  	
   

  	
  DANIEL WIGGER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ DANIEL WIGGER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLIFFORD D WILLIAMS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ CLIFFORD D WILLIAMS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MARVIN C MOSES TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/  MARVIN C
  MOSES TRUST, Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MOSES FAMILY LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ MARVIN C. MOSES

  
	
   

  	
   

  	
   

  	
   

  	
  Managing Member of General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JAMES TENBROEK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JAMES TENBROEK

  



 


 











Exhibit A


Stockholders and Covered Shares


 


	
   

  	
   

  	
  Covered Shares

  	
   

  
	
   

  	
  Stockholder

  	
   

  	
   

  	
  Number

  	
   

  	
  Percentage

  	
   

  
	
  Bain

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bain Capital
  Fund VI, L.P.

  	
   

  	
  2,919,074

  	
   

  	
  16.16

  	
  %

  
	
  BCIP Associates
  II

  	
   

  	
  401,975

  	
   

  	
  2.23

  	
  %

  
	
  BCIP Associates
  II-B

  	
   

  	
  87,106

  	
   

  	
  0.48

  	
  %

  
	
  BCIP Associates
  II-C

  	
   

  	
  151,649

  	
   

  	
  0.84

  	
  %

  
	
  BCIP Trust
  Associates II

  	
   

  	
  68,812

  	
   

  	
  0.38

  	
  %

  
	
  BCIP Trust
  Associates II-B

  	
   

  	
  41,778

  	
   

  	
  0.23

  	
  %

  
	
  PEP Investments
  PTY Ltd.

  	
   

  	
  9,730

  	
   

  	
  0.05

  	
  %

  
	
  RGIP, LLC

  	
   

  	
  37,552

  	
   

  	
  0.21

  	
  %

  
	
  Sankaty High
  Yield Asset Partners, L.P.

  	
   

  	
  1,243

  	
   

  	
  0.01

  	
  %

  
	
  Total
  Bain

  	
   

  	
  3,718,919

  	
   

  	
  20.59

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wind
  Point

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wind Point
  Associates IV, L.P.

  	
   

  	
  10,980

  	
   

  	
  0.06

  	
  %

  
	
  Wind Point
  Executive Advisor Partners, L.P.

  	
   

  	
  22,277

  	
   

  	
  0.12

  	
  %

  
	
  Wind Point
  Partners IV, L.P.

  	
   

  	
  2,964,813

  	
   

  	
  16.41

  	
  %

  
	
  Total
  Wind Point

  	
   

  	
  2,998,070

  	
   

  	
  16.60

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Individual
  Owners

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard Smith

  	
   

  	
  100,000

  	
   

  	
  0.55

  	
  %

  
	
  Geoff Boyd

  	
   

  	
  60,161

  	
   

  	
  0.33

  	
  %

  
	
  David Kunde

  	
   

  	
  19,566

  	
   

  	
  0.11

  	
  %

  
	
  Robert Pickens

  	
   

  	
  36,190

  	
   

  	
  0.20

  	
  %

  
	
  Steven Wachter

  	
   

  	
  30,001

  	
   

  	
  0.17

  	
  %

  
	
  J. Jeffery Oxley

  	
   

  	
  27,260

  	
   

  	
  0.15

  	
  %

  
	
  Michael Donahue

  	
   

  	
  16,127

  	
   

  	
  0.09

  	
  %

  
	
  Arlin B.
  Goldberg

  	
   

  	
  10,925

  	
   

  	
  0.06

  	
  %

  
	
  Daniel de Hoyos

  	
   

  	
  20,000

  	
   

  	
  0.11

  	
  %

  
	
  Michael Evans

  	
   

  	
  23,392

  	
   

  	
  0.13

  	
  %

  
	
  Carol Braun

  	
   

  	
  31,870

  	
   

  	
  0.18

  	
  %

  
	
  William Markert

  	
   

  	
  32,993

  	
   

  	
  0.18

  	
  %

  
	
  Lawrence Ehlers

  	
   

  	
  15,000

  	
   

  	
  0.08

  	
  %

  
	
  Daniel Wigger

  	
   

  	
  15,000

  	
   

  	
  0.08

  	
  %

  
	
  Clifford D.
  Williams

  	
   

  	
  222,007

  	
   

  	
  1.23

  	
  %

  
	
  Marvin C. Moses
  Trust

  	
   

  	
  61,427

  	
   

  	
  0.34

  	
  %

  
	
  Moses Family
  Limited Partnership

  	
   

  	
  9017

  	
   

  	
  0.05

  	
  %

  
	
  James TenBroek

  	
   

  	
  20,000

  	
   

  	
  0.11

  	
  %

  
	
  Total
  Individual

  	
   

  	
  750,936

  	
   

  	
  4.16

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Shares

  	
   

  	
  7,467,925

  	
   

  	
  41.32

  	
  %