exv10w8



 





EXHIBIT 10.8




Execution Copy




MANAGEMENT AGREEMENT




     This Management Agreement (this “Agreement”) is entered into as of October
24, 2006 by and among (i) Omaha Acquisition Corp. (“Newco”), a Delaware corporation, (ii)
West Corporation, a Delaware corporation (the “Company”), (iii) Quadrangle Advisors II LLC,
a Delaware limited liability company (“Quadrangle”), and (iv) THL Managers VI, LLC, a
Delaware limited liability company (“THL” and, together with Quadrangle, the
“Managers”).



RECITALS




     WHEREAS, Newco has been formed for the purpose of effectuating a leveraged recapitalization
transaction (the “Transaction”) involving the Company pursuant to that certain Agreement
and Plan of Merger, dated as of May 31, 2006 (the “Merger Agreement”), by and between Newco
and the Company;



     WHEREAS, it is contemplated that on or about the date hereof, as part of the Transaction,
Newco will be merged (the “Merger”) with and into the Company on the terms and subject to
the conditions of the Merger Agreement;



     WHEREAS, to enable Newco and the Company to engage in the Transaction and related financing
and other transactions, the Managers have provided the following financial advisory services
(collectively, “Financial Advisory Services”): (i) advice, analysis and assistance with
due diligence and other investigatory matters related to the Company, its subsidiaries and the
industries in which they operate, (ii) structural advice and assistance with the negotiation of
debt financing including senior debt facilities, (iii) arrangement and negotiation of senior
executive management incentive arrangements and (iv) other advisory services; and



     WHEREAS, the Company desires to retain the Managers to provide certain management and advisory
services to the Company and its subsidiaries (the Company and its subsidiaries being referred to
herein collectively as the “West Companies”), and the Managers are willing to provide such
services on the terms set forth below.



AGREEMENT




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



     1. Services. Each of the Managers hereby agrees that it will provide the following
consulting and management advisory services to the West Companies:




     (a) advice in connection with the negotiation and consummation of agreements,
contracts, documents and instruments necessary to provide the West Companies with
financing on terms and conditions satisfactory to the West Companies;



 









 






     (b) financial, managerial and operational advice in connection with day-to-day
operations, including, without limitation, advice with respect to the development and
implementation of strategies for improving the operating, marketing and financial
performance of the West Companies;




     (c) advice in connection with financing, acquisition, disposition, merger, business
combination and change of control transactions involving any of the West Companies
(however structured); and




     (d) such other services (which may include financial and strategic planning and
analysis, consulting services, human resources and executive recruitment services and
other services) as such Manager and the West Companies may from time to time agree in
writing.


Each of the Managers will devote such time and efforts to the performance of services contemplated
hereby as such Manager deems reasonably necessary or appropriate; provided, however, that no
minimum number of hours is required to be devoted by the Managers on a weekly, monthly, annual or
other basis. The West Companies acknowledge that each of the Managers’ services are not exclusive
to any of the West Companies and that each Manager will render similar services to other persons
and entities. The Managers and the West Companies understand that the West Companies may, at
times, engage one or more investment bankers or financial advisers to provide services in addition
to, but not in lieu of, services provided by the Managers under this Agreement. In providing
services to the West Companies, each Manager will act as an independent contractor and it is
expressly understood and agreed that this Agreement is not intended to create, and does not create,
any partnership, agency, joint venture or similar relationship and that no party has the right or
ability to contract for or on behalf of any other party or to effect any transaction for the
account of any other party.




     2. Payment of Fees.




     (a) The West Companies, jointly and severally, will pay to the Managers (or such
affiliates as they may respectively designate), in consideration of the Managers
providing the Financial Advisory Services, an aggregate transaction fee (the
“Transaction Fee”) in the amount of $40,000,000, such fee being payable on the
effective date of the Merger (the “Closing Date”). The Transaction Fee shall be
divided between the Managers as follows:



	 	 	 	 	 
	Quadrangle:
	 	$	6,889,425	 
	THL:
	 	$	33,110,575	 







     (b) During the Term, the West Companies, jointly and severally, will pay to the
Managers (or such affiliates as they may respectively designate), an aggregate annual
periodic fee (the “Periodic Fee”) of $4,000,000 in exchange for the ongoing
services provided by the Managers under this Agreement, such fee being payable by the
Company quarterly in advance on or before the start of each calendar quarter; provided,
however, that the Company will pay the Periodic Fee for the period from



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the date hereof
through December 31, 2006 on the Closing Date. The Periodic Fee
will be prorated for any partial period of less than three months, and will be
divided between the Managers pro rata in proportion to the respective ownership
interests (i.e., relative share ownership) in the Company held at the time by the
investment funds affiliated with each Manager (provided that, for purposes of this
Agreement, (a) Quadrangle Capital Partners II LP, Quadrangle Capital Partners II-A LP,
Quadrangle Select Partners II LP and their respective Affiliated Funds will be deemed to
be investment funds affiliated with Quadrangle; and (b) Thomas H. Lee Equity Fund VI,
L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P.,
Thomas H. Lee Equity Fund VI Investors (West), L.P., Thomas H. Lee Coinvestment
Partners, LP, THL Fund VI Bridge Corp., THL Parallel Fund VI Bridge Corp., THL DT Fund
VI Bridge Corp., Putnam Investments Holdings, LLC and Putnam Investments Employees’
Securities Company III LLC and their respective Affiliated Funds will be deemed to be
investment funds affiliated with THL). In this Agreement, the term “Affiliated
Funds” shall mean, with respect to any specified investment fund, any other
investment fund that directly or indirectly controls, is controlled by or is under
common control with such specified fund or that has the same general partner or primary
investment advisor as such specified fund (or a general partner or primary investment
advisor that controls, is controlled by or is under common control with the general
partner or primary investment advisor of such specified fund).




     (c) During the Term, the Managers will advise the West Companies in connection with
financing, acquisition, disposition and change of control transactions involving the
West Companies or any of their respective direct or indirect subsidiaries (however
structured), and the West Companies, jointly and severally, will pay to the Managers (or
such affiliates as they may respectively designate) an aggregate fee (the
“Subsequent Fee”) in connection with each such transaction equal to one percent
(1%) of the gross transaction value of such transaction, and, in the case of an Initial
Public Offering or a Change of Control (as defined in the Stockholders Agreement, dated
on or about the date hereof, among the Company and its stockholders (the
“Stockholders Agreement”) an amount equal to the net present value (using a
discount rate equal to the then prevailing yield on U.S. Treasury Securities of like
maturity) of the Periodic Fees that would have been payable to such Managers (based on
relative ownership interest in the Company by investment funds affiliated with the
Managers as of the time immediately prior to such termination) with respect to the
period from the date of such transaction until the seventh anniversary of such
transaction, such fee to be due and payable for the foregoing services at the closing of
such transaction. Each Subsequent Fee will be divided between the Managers pro rata in
proportion to the relative ownership interest in the Company held at the time of such
transaction by the investment funds affiliated with each Manager.



     Each payment made pursuant to this Section 2 will be paid by wire transfer of immediately
available federal funds to the accounts specified on Schedule 1 hereto, or to such other account(s)
as the Managers may specify to the Company in writing prior to such payment.



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     3. Term. This Agreement will continue in full force and effect until December 31,
2016; provided that this Agreement shall be automatically extended each December 31 for an
additional year unless the West Companies or both of the Managers provide written notice of
their desire not to automatically extend the term of this Agreement to the other parties hereto at
least 90 days prior to such December 31; and provided further, however, that (a) the Managers may,
if both agree to do so, cause this Agreement to terminate at any time and (b) this Agreement will
terminate automatically immediately prior to an Initial Public Offering or a Change of Control
(each as defined in the Stockholder Agreement) unless the Company and both of the Managers
determine otherwise (the period on and after the date hereof through the termination hereof being
referred to herein as the “Term”). In the event of a termination of this Agreement, the
West Companies will, jointly and severally, pay each of Quadrangle and THL (or such affiliates as
they may respectively designate) (i) all unpaid Periodic Fees (pursuant to Section 2(b) above),
Subsequent Fees (pursuant to Section 2(c) above) and expenses (pursuant to Section 4(a) below) due
with respect to periods prior to the date of termination plus (ii) in the event of a termination
pursuant to clause (a) above that does not otherwise require payment of an equivalent fee pursuant
to Section 2(c) above, a termination fee in an amount equal to the net present value (using a
discount rate equal to the then yield on U.S. Treasury Securities of like maturity) of the Periodic
Fees that would have been payable to such Manager (based on relative ownership interest in the
Company held by investment funds affiliated with the Managers as of the time immediately prior to
such termination) with respect to the period from the date of termination until the seventh
anniversary of such termination. The obligation to pay that fee and the provisions of Sections 4,
5, 6, 7, 8, 9, 10, 11 and 12 of this Agreement will all survive any termination of this Agreement.



     4. Expenses; Indemnification.




     (a) Expenses. The West Companies will, jointly and severally, pay on
demand all Reimbursable Expenses. As used herein, “Reimbursable Expenses” means all (i)
expenses incurred or accrued prior to the Closing Date by any of the Managers or their
affiliates in connection with this Agreement, the Transaction or any related
transactions, consisting of their respective out-of-pocket expenses for travel and other
incidentals in connection with such transactions (including, without limitation, all air
travel (by first class on a commercial airline or by charter, as determined by the
appropriate Manager) and other travel related expenses) and the out-of-pocket expenses
and the fees and charges of (A) Ropes & Gray LLP, (B) KPMG, LLC, (C) Steptoe & Johnson
LLP, (D) Bain & Company, (E) The Law Offices of Clayton Marsh, Esq., (F) The Payne Firm,
Inc., environmental consultants, (G) Cambridge Strategic Management Company, industry
consultants, (H) Marsh McClennan, insurance specialists, and (I) any other consultants
or advisors, appraisal or valuation firms, information or exchange agents, or other
entities retained by the Managers in connection with such transactions, (ii) reasonable
out-of-pocket expenses incurred from and after the Closing Date relating to their
affiliated funds’ investment in, the operations of, or the services provided by the
Managers to, the West Companies or any of their affiliates from time to time (including,
without limitation, all air travel (by first class on a commercial airline or by
charter, as determined by the appropriate Manager) and other travel related expenses),
(iii) reasonable out-of-pocket legal



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expenses incurred by any Manager or its affiliates
from and after Closing Date in connection with the enforcement of rights or taking of
actions under this Agreement, under the West Companies’ certificates of incorporation
and bylaws, or under any
subscription agreements, stockholders agreements, registration rights agreements,
voting agreements or similar agreements entered into with any West Company in connection
with investments in the Company and/or its subsidiaries (subject to any applicable
limitations on expense reimbursement rights expressly set forth in such agreements) and
(iv) expenses incurred from and after the Closing Date by the Managers and their
affiliates which both Managers agree are properly allocable to the West Companies under
this Agreement.




     (b) Indemnity and Liability. The West Companies, jointly and severally,
will indemnify, exonerate and hold each of the Managers, and each of their respective
partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers,
controlling Persons, employees and agents and each of the partners, shareholders,
members, affiliates, directors, officers, fiduciaries, managers, controlling Persons,
employees and agents of each of the foregoing (collectively, the “Indemnitees”)
free and harmless from and against any and all actions, causes of action, suits, claims,
liabilities, losses, damages and costs and out-of-pocket expenses in connection
therewith (including reasonable attorneys’ fees and expenses) incurred by the
Indemnitees or any of them before or after the date of this Agreement (collectively, the
“Indemnified Liabilities”), as a result of, arising out of, or in any way
relating to (i) this Agreement, the Transaction, any transaction to which a West Company
is a party, or any other circumstances with respect to a West Company or (ii) operations
of, or services provided by any of the Managers to, the West Companies, or any of their
affiliates from time to time (including but not limited to any indemnification
obligations assumed or incurred by any Indemnitee to or on behalf of the Company, or any
of its accountants or other representatives, agents or affiliates) except for any such
Indemnified Liabilities arising on account of such Indemnitee’s gross negligence or
willful misconduct. If and to the extent that the foregoing undertaking may be
unavailable or unenforceable for any reason, the Company hereby agrees to make and to
cause the West Companies to make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities that is permissible under applicable
law. For purposes of this Section 4(b), “gross negligence or willful misconduct” will
be deemed to have occurred only if so found in a final non-appealable judgment of a
court of competent jurisdiction to such effect, in which case to the extent any of the
foregoing limitations is so determined to apply to any Indemnitee as to any previously
advanced indemnity payments made by the West Companies, then such payments shall be
promptly repaid by such Indemnitee to the West Companies. The rights of any Indemnitee
to indemnification hereunder will be in addition to any other rights any such person may
have under any other agreement or instrument referenced above or any other agreement or
instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a
beneficiary or under law or regulation. None of the Indemnitees will in any event be
liable to the West Companies or any of their affiliates for any act or omission suffered
or taken by such Indemnitee that does not constitute gross negligence or willful
misconduct. If the Indemnitees related to each



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of the Managers are similarly situated
with respect to their interests in connection with a matter that may be an Indemnified
Liability and such Indemnified Liability is not based on a Third-Party Claim, the
Indemnitees may enforce their rights pursuant to this Section 4(b) with respect to such
matter only with the consent of both
Managers. In this Agreement, “Person” means any individual or corporation,
association, partnership, limited liability company, joint venture, joint stock or other
company, business trust, trust, organization, or other entity of any kind. A
“Third-Party Claim” means any (i) claim brought by a Person other than a West
Company, a Manager or any indemnified Person related to a Manager and (ii) any
derivative claim brought in the name of a West Company that is initiated by a Person
other than a Manager or any indemnified Person related to a Manager.



     5. Disclaimer and Limitation of Liability; Opportunities.




     (a) Disclaimer; Standard of Care. None of the Managers makes any
representations or warranties, express or implied, in respect of the services to be
provided by any Manager hereunder. In no event will any of the Managers be liable to
the West Companies or any of their affiliates for any act, alleged act, omission or
alleged omission that does not constitute gross negligence or willful misconduct of such
Manager as determined by a final, non-appealable determination of a court of competent
jurisdiction.




     (b) Freedom to Pursue Opportunities. In recognition that each Manager and
its respective Indemnitees currently have, and will in the future have or will consider
acquiring, investments in numerous companies with respect to which each Manager or its
respective Indemnitees may serve as an advisor, a director or in some other capacity,
and in recognition that each Manager and its respective Indemnitees have myriad duties
to various investors and partners, and in anticipation that the West Companies, on the
one hand and each of the Managers (or one or more affiliates, associated investment
funds or portfolio companies), on the other hand, may engage in the same or similar
activities or lines of business and have an interest in the same areas of corporate
opportunities, and in recognition of the benefits to be derived by the West Companies
hereunder and in recognition of the difficulties that may confront any advisor who
desires and endeavors fully to satisfy such advisor’s duties in determining the full
scope of such duties in any particular situation, the provisions of this Section 5(b)
are set forth to regulate, define and guide the conduct of certain affairs of the West
Companies as they may involve such Manager. Except as a Manager may otherwise agree in
writing after the date hereof:




     (i) Such Manager and its respective Indemnitees will have the right: (A) to
directly or indirectly engage in any business (including, without limitation, any
business activities or lines of business that are the same as or similar to those
pursued by, or competitive with, the Company and its subsidiaries), (B) to directly
or indirectly do business with any client or customer of the Company and its
subsidiaries, (C) to take any other action that such Manager believes in good faith
is necessary to or appropriate to fulfill its obligations as described in the first




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sentence of this Section 5(b), and (D) not to present potential transactions,
matters or business opportunities to the West Companies or any of their
subsidiaries, and to pursue, directly or indirectly, any such opportunity for
itself, and to direct any such opportunity to another person.




     (ii) Such Manager and its respective Indemnitees will have no duty (contractual
or otherwise) to communicate or present any corporate opportunities to the West
Companies or any of their affiliates or to refrain from any actions specified in
Section 5(b)(i), and the West Companies, on their own behalf and on behalf of their
affiliates, hereby renounce and waive any right to require such Manager or any of
its Indemnitees to act in a manner inconsistent with the provisions of this Section
5(b).




     (iii) None of such Manager, nor any of its Indemnitees will be liable to the
West Companies or any of their affiliates for breach of any duty (contractual or
otherwise) by reason of any activities or omissions of the types referred to in this
Section 5(b) or of any such person’s participation therein.




     (c) Limitation of Liability. In no event will any of the Managers or any
of their Indemnitees be liable to the West Companies or any of their affiliates or
either of the other Managers or their Indemnitees for any indirect, special, incidental
or consequential damages, including, without limitation, lost profits or savings,
whether or not such damages are foreseeable, or for any third party claims (whether
based in contract, tort or otherwise), relating to the services to be provided by the
Managers hereunder.



     6. Assignment, etc. Except as provided below, no party hereto has the right to assign
this Agreement without the prior written consent of each of the other parties. Notwithstanding the
foregoing, (a) any Manager may assign all or part of its rights and obligations hereunder to any of
its respective affiliates that provides services similar to those called for by this Agreement and
(b) the provisions hereof for the benefit of Indemnitees other than the Managers themselves shall
also inure to the benefit of such other Indemnitees and their successors and assigns.



     7. Amendments and Waivers. No amendment or waiver of any term, provision or condition
of this Agreement will be effective, unless in writing and executed by both Managers and the
Company (or their respective successors); provided, that any Manager may individually agree to
waive or reduce any fee to which it is entitled pursuant to this Agreement, and, unless otherwise
directed by such Manager, such waived portion shall revert to the West Companies. No waiver on any
one occasion will extend to or effect or be construed as a waiver of any right or remedy on any
future occasion. No course of dealing of any person nor any delay or omission in exercising any
right or remedy will constitute an amendment of this Agreement or a waiver of any right or remedy
of any party hereto.



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     8. Governing Law; Jurisdiction.




     (a) Choice of Law. This Agreement and all matters arising under or related
to this Agreement will be governed by and construed in accordance with the domestic
substantive laws of the State of New York without giving effect to any choice or
conflict of law provision or rule that would cause the application of the domestic
substantive laws of any other jurisdiction.




     (b) Consent to Jurisdiction. Each of the parties agrees that all actions,
suits or proceedings arising out of, based upon or relating to this Agreement or the
subject matter hereof will be brought and maintained exclusively in the federal and
state courts of the State of New York, County of New York. Each of the parties hereto
by execution hereof (i) hereby irrevocably submits to the jurisdiction of the federal
and state courts in the State of New York, County of New York for the purpose of any
action, suit or proceeding arising out of or based upon this Agreement or the subject
matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and
agrees not to assert, by way of motion, as a defense or otherwise, in any such action,
suit or proceeding, any claim that it is not subject personally to the jurisdiction of
the above-named courts, that it is immune from extraterritorial injunctive relief or
other injunctive relief, that its property is exempt or immune from attachment or
execution, that any such action, suit or proceeding may not be brought or maintained in
one of the above-named courts, that any such action, suit or proceeding brought or
maintained in one of the above-named courts should be dismissed on grounds of
forum non conveniens, should be transferred to any court other
than one of the above-named courts, should be stayed by virtue of the pendency of any
other action, suit or proceeding in any court other than one of the above-named courts,
or that this Agreement or the subject matter hereof may not be enforced in or by any of
the above-named courts. Notwithstanding the foregoing, to the extent that any party
hereto is or becomes a party in any litigation in connection with which it may assert
indemnification rights set forth in this Agreement, the court in which such litigation
is being heard will be deemed to be included in clause (i) above. Each of the parties
hereto hereby consents to service of process in any such suit, action or proceeding in
any manner permitted by the laws of the State of New York, agrees that service of
process by registered or certified mail, return receipt requested, at the address
specified in or pursuant to Section 10 is reasonably calculated to give actual notice
and waives and agrees not to assert by way of motion, as a defense or otherwise, in any
such action, suit or proceeding any claim that service of process made in accordance
with Section 10 does not constitute good and sufficient service of process. The
provisions of this Section 8 will not restrict the ability of any party to enforce in
any court any judgment obtained in a federal or state court of the State of New York.




     (c) Waiver of Jury Trial. To the extent not prohibited by applicable law
that cannot be waived, each of the parties hereto hereby waives, and covenants that it
will not assert (whether as plaintiff, defendant, or otherwise), any right to trial by
jury in any forum in respect of any issue, claim, demand, cause of action, action, suit
or proceeding arising out of or based upon this Agreement or the subject matter hereof,



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in each case whether now existing or hereafter arising and whether in contract or tort
or otherwise. Each of the parties hereto acknowledges that it has been informed by
each other party that the provisions of this Section 8(c) constitute a material
inducement upon which such party is relying and will rely in entering into this
Agreement and the transactions contemplated hereby. Any of the parties hereto may file
an original counterpart or a copy of this Agreement with any court as written evidence
of the consent of each of the parties hereto to the waiver of its right to trial by
jury.



     9. Entire Agreement. This Agreement contains the entire understanding of the parties
with respect to the subject matter hereof and supersedes any prior communication or agreement with
respect thereto.



     10. Notice. All notices, demands, and communications required or permitted under this
Agreement shall be in writing and shall be effective if served upon such other party and such other
party’s copied persons as specified below to the address set forth for it below (or to such other
address as such party shall have specified by notice to each other party) if (i) delivered
personally, (ii) sent and received by facsimile or (iii) sent by certified or registered mail or by
Federal Express, DHL, UPS or any other comparably reputable overnight courier service, postage
prepaid, to the appropriate address as follows:


If to a West Company, to it at:



West Corporation

11808 Miracle Hills Drive

Omaha, Nebraska 68154

Facsimile: (402) 963-1211

Attention: General Counsel



with copies to:



Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: David C. Chapin & Patrick Diaz



If to Quadrangle, to:



c/o Quadrangle Advisors II, LLC

375 Park Avenue

New York, New York 10152

Facsimile: (212) 418-1701

Attention: Joshua Steiner & David Crosby




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with copies to:



Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: David C. Chapin & Patrick Diaz



If to THL, to:



c/o Thomas H. Lee Partners

100 Federal Street

Boston, Massachusetts 02110

Facsimile: (617) 227-3514

Attention: Anthony DiNovi & Soren Oberg



with copies to:



Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Facsimile: (617) 951-7050

Attention: David C. Chapin & Patrick Diaz





     Unless otherwise specified herein, such notices or other communications will be deemed
effective, (a) on the date received, if personally delivered or sent by facsimile during
normal business hours, (b) on the business day after being received if sent by facsimile
other than during normal business hours, (c) one business day after being sent for overnight
delivery by Federal Express, DHL or UPS or other comparably reputable delivery service and
(d) five business days after being sent by registered or certified mail. Each of the
parties hereto shall be entitled to specify a different address by giving notice as
aforesaid to each of the other parties hereto.



     11. Severability. If in any judicial or arbitral proceedings a court or arbitrator
refuses to enforce any provision of this Agreement, then such unenforceable provision will be
deemed eliminated from this Agreement for the purpose of such proceedings to the extent necessary
to permit the remaining provisions to be enforced. To the full extent, however, that the
provisions of any applicable law may be waived, they are hereby waived to the end that this
Agreement be deemed to be valid and binding agreement enforceable in accordance with its terms, and
in the event that any provision hereof is found to be invalid or unenforceable, such provision will
be construed by limiting it so as to be valid and enforceable to the maximum extent consistent with
and possible under applicable law.



     12. Counterparts. This Agreement may be executed in any number of counterparts and by
each of the parties hereto in separate counterparts, each of which when so executed will



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be deemed
to be an original and all of which together shall constitute one and the same agreement.



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     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf
as an instrument under seal as of the date first above written by its officer or representative
thereunto duly authorized.



	 	 	 	 	 
	THE COMPANY:

	 	West Corporation
	 	 
	 
	 	 	 	 
	 

	 	/s/ Thomas B. Barker	 	 
	 

	 	 	 	 
	 

	 	Name: Thomas B. Barker	 	 
	 

	 	Title: Chief Executive Officer	 	 
	 
	 	 	 	 
	NEWCO:

	 	Omaha Acquisition Corp. 	 	 
	 
	 	 	 	 
	 

	 	/s/ Jeff Swenson	 	 
	 

	 	 	 	 
	 

	 	Name: Jeff Swenson	 	 
	 

	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 
	Quadrangle:

	 	Quadrangle Advisors II LLC 	 	 
	 
	 	 	 	 
	 

	 	/s/ Joshua L. Steiner	 	 
	 

	 	 	 	 
	 

	 	Name: Joshua L. Steiner	 	 
	 

	 	Title: Managing Member	 	 
	 
	 	 	 	 
	THL:

	 	THL Managers VI, LLC	 	 
	 	 	By: Thomas H. Lee Partners, L.P., its managing member

By: Thomas H. Lee Advisors, LLC, its general partner
	 
	 	 	 	 
	 

	 	/s/ Soren L. Oberg	 	 
	 

	 	 	 	 
	 

	 	Name: Soren L. Oberg	 	 
	 

	 	Title: Managing Director