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EXHIBIT 2.9
SYNAGRO TECHNOLOGIES, INC.
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made as of
August 14, 2000 by and among (i) Synagro Technologies, Inc., a Delaware
corporation (together with its successors and permitted assigns, the "Company")
and (ii) the investors set forth on the attached "Schedule of Investors" and any
other holder of securities of the Company who, at any time, is added as a party
to this Agreement in accordance with Section 10 hereof as an Investor hereunder
(each, an "Investor" and collectively, the "Investors"). The Investors are
sometimes referred to herein as the "Stockholders" and individually as a
"Stockholder." Capitalized terms used but not otherwise defined herein are
defined in Section 8 hereof.
The execution and delivery of this Agreement is a condition to
the obligations of the Investors under the Purchase Agreement and the Senior
Subordinated Loan Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:
1. Participation Rights.
(a) At least 30 days before any Transfer of Stockholder Shares
of any class by any Investor (the "Selling Investor"), the Selling Investor
shall deliver a written notice (the "Sale Notice") to the Company and to the
other Stockholders (the "Participation Right Stockholders") holding Stockholder
Shares of such class specifying in reasonable detail the identity of the
prospective transferee(s) and the terms and conditions of the Transfer. The
Participation Right Stockholders holding Stockholder Shares of such class may
elect to participate in the contemplated Transfer by delivering written notice
to the Selling Investor within 30 days after delivery of the Sale Notice. If any
Participation Right Stockholders have elected to participate in such Transfer,
then the Selling Investor and such Participation Right Stockholders will be
entitled to sell in the contemplated Transfer, at the same price and on the same
terms, a number of Stockholder Shares of such class equal to the product of (A)
the quotient determined by dividing the number of Stockholder Shares of such
class owned by such person by the aggregate number of outstanding Stockholder
Shares of such class owned by the Selling Investor and the Participation Right
Stockholders participating in such sale and (B) the number of Stockholder Shares
of such class to be sold in the contemplated Transfer.
(b) The Selling Investor will use reasonable best efforts to
obtain the agreement of the prospective transferee(s) to the participation of
the Participation Right Stockholders in any contemplated Transfer, and the
Selling Investor will not transfer any of its Stockholder Shares of such class
to the prospective transferee(s) unless (A) the prospective transferee(s) agrees
to allow the participation of the Participation Right Stockholders holding
Stockholder Shares of such class
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or (B) the Selling Investor agrees to purchase the number of such class of
Stockholder Shares from the Participation Right Stockholders which the
Participation Right Stockholders would have been entitled to sell pursuant to
this Section 1(b) for the consideration per share to be paid to the Selling
Investor by the prospective transferee(s).
(c) Notwithstanding anything to the contrary in any other
provision of this Agreement, the restrictions set forth in this Section 1 shall
not apply to (i) any Transfer of Common Stock or Preferred Stock by any Investor
to another Investor or among their respective Affiliates (other than in
connection with a Sale of the Company), (ii) a Public Sale or (iii) any pledge
of Stockholder Shares by a TCW/Crescent Lender to a trustee for the benefit of
secured noteholders pursuant to documents relating to the financing of such
TCW/Crescent Lender; provided that the restrictions contained in this Agreement
will continue to be applicable to such shares after any Transfer pursuant to
clause (i) and the transferee of such shares shall agree in writing to be bound
by the provisions of this Agreement. Upon the Transfer of shares pursuant to
clause (i) of the previous sentence, the transferees will deliver a written
notice to the Company, which notice will disclose in reasonable detail the
identity of such transferee. Each Stockholder transferring Stockholder Shares
pursuant to Section 1 shall pay his or its pro rata share (based on the number
of Stockholder Shares to be sold) of the expenses incurred by the Stockholders
in connection with such transfer and shall be obligated to join on a pro rata
basis (based on the number of Stockholder Shares to be sold) in any
indemnification or other obligations that the Selling Stockholder agrees to
provide in connection with such transfer (other than any such obligations that
related specifically to a particular Stockholder, such as indemnification with
respect to representations and warranties given by a Stockholder regarding such
Stockholder's title to, ownership of Stockholder Shares and, for such
Stockholders that are not individuals, authority to enter into such agreement);
provided, however, that no Investor shall be required to make a representation
or warranty that any other Investor is not required to make.
(d) The provisions of this Section 1 will terminate upon the
consummation of a Sale of the Company.
2. Preemptive Rights.
(a) If the Company (or any successor entity thereto)
authorizes the issuance or sale to the GTCR Investors or an Affiliate of the
GTCR Investors of any equity securities (other than pursuant to the Purchase
Agreement or the Senior Subordinated Loan Agreement), or any debt securities
containing options or rights to acquire any equity securities (other than as a
distribution on outstanding equity securities or pursuant to the Senior
Subordinated Loan Agreement), or any securities exchangeable or exercisable for
or convertible into any equity securities, the Company shall first offer to sell
to each holder of Stockholder Shares (other than the GTCR Investors) a portion
of such securities equal to the quotient determined by dividing (1) the number
of shares of Common Stock held by such holder on an as-converted basis
(regardless of whether such conversion has occurred) by (2) the total number of
shares of Common Stock held by all holders of Stockholder Shares on an
as-converted basis (regardless of whether such conversion has occurred). Each
holder
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of Stockholder Shares shall be entitled to purchase such securities at the most
favorable price and on the most favorable terms as such securities are to be
offered or sold to any other Persons; provided that if such holder elects to
purchase any securities being offered for sale by the Company, such holder shall
also be required to purchase a pro rata portion of each other class or series of
securities (including any debt securities) being offered for sale by the Company
contemporaneously therewith.
(b) In order to exercise its purchase rights hereunder, a
holder of Stockholder Shares must within 20 days after receipt of written notice
from the Company describing in reasonable detail the securities being offered,
the purchase price thereof, the payment terms and such holder's percentage
allotment deliver a written notice to the Company describing its election
hereunder. If all of the securities offered to the holders of Stockholder Shares
is not fully subscribed by such holders, the remaining securities shall be
reoffered by the Company to the holders purchasing their full allotment upon the
terms set forth in this Section 2(b), except that such reoffer shall not extend
the 20-day offer period referred to in this Section 2(b). Any holder of
Stockholder Shares may assign its purchase rights hereunder to any of its
Affiliates, but not to any other Person.
(c) Upon the expiration of the offering periods described
above, the Company shall be entitled to sell such securities which the holders
of Stockholder Shares have not elected to purchase during the 90-day period
following such expiration on terms and conditions no more favorable to the
purchasers thereof than those offered to such holders. Any securities offered or
sold by the Company after such 90-day period must be reoffered to the holders of
Stockholder Shares pursuant to the terms of this Section 2.
(d) The provisions of this Section 2 shall continue with
respect to each Stockholder Share until the earliest to occur of (i) the date of
which such Stockholder Share has been transferred in a Public Sale, (ii) the
consummation of a Public Offering after the date hereof having an aggregate
offering value of at least $25 million and (iii) the consummation of a Sale of
the Company.
3. Sale of the Company.
(a) If the Majority Investors approve a Sale of the Company
(an "Approved Sale"), then each holder of Stockholder Shares shall vote for,
consent to, and raise no objections against such Approved Sale. If the Approved
Sale is structured as a (i) merger or consolidation, then each holder of
Stockholder Shares shall, to the extent permitted by applicable law, waive any
dissenters' rights, appraisal rights, or similar rights in connection with such
merger or consolidation or (ii) sale of stock, then each holder of Stockholder
Shares shall agree to sell all of his Stockholder Shares and rights to acquire
Stockholder Shares on the terms and conditions approved by the Company's board
of directors (the "Board") and the holders of a majority of the Stockholder
Shares (voting as a single class) then outstanding. Each holder of Stockholder
Shares shall take all necessary or desirable actions in connection with the
consummation of the Approved Sale as requested by the Company; provided that,
each holder of Stockholder Shares shall only be obligated
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to join on a pro rata basis in any indemnification or other obligations provided
in connection with the Approved Sale (other than any such obligations that
related specifically to a particular Stockholder, such as indemnification with
respect to representations and warranties given by a Stockholder regarding such
Stockholder's title to, ownership of Stockholder Shares and, for such
Stockholders that are not individuals, authority to enter into such agreement);
provided, however, that no Investor shall be required to make a representation
or warranty that any other Investor is not required to make.
(b) The obligations of the holders of Stockholder Shares with
respect to the Approved Sale of the Company are subject to the satisfaction of
the following conditions: (i) upon the consummation of the Approved Sale, each
holder of a class of Stockholder Shares shall receive the same form of
consideration and the same amount of consideration per share; (ii) if any
holders of a class of Stockholder Shares are given an option as to the form and
amount of consideration to be received, then each holder of such class of
Stockholder Shares shall be given the same option; and (iii) each holder of then
currently exercisable rights to acquire shares of a class of Stockholder Shares
shall be given an opportunity to either (A) exercise such rights prior to the
consummation of the Approved Sale and participate in such sale as holders of
such class of Stockholder Shares or (B) upon the consummation of the Approved
Sale, receive in exchange for such rights consideration equal to the amount
determined by multiplying (1) the same amount of consideration per share of a
class of Stockholder Shares received by holders of such class of Stockholder
Shares in connection with the Approved Sale less the exercise price per share of
such class of Stockholder Shares of such rights to acquire such class of
Stockholder Shares by (2) the number of shares of such class of Stockholder
Shares represented by such rights.
(c) Holders of Stockholder Shares will bear their pro rata
share (based upon the number of shares sold) of the costs of any sale of such
Stockholder Shares pursuant to an Approved Sale to the extent such costs are
incurred for the benefit of all holders of Stockholder Shares and are not
otherwise paid by the Company or the acquiring party. For purposes of this
Section 3(c), costs incurred in exercising reasonable efforts to take all
actions in connection with the consummation of an Approved Sale in accordance
with Section 3(a) shall be deemed to be for the benefit of all holders of the
Stockholder Shares. Costs incurred by holders of Stockholder Shares on their own
behalf will not be considered costs of the transaction hereunder.
4. Public Offering. In the event that the Board and the
Majority Investors approve a Public Offering, the holders of Stockholder Shares
shall take all necessary or desirable actions requested by the Board and the
Majority Investors in connection with the consummation of such Public Offering,
including without limitation compliance with the requirements of all laws and
regulatory bodies which are applicable or which have jurisdiction over such
Public Offering. In the event that such Public Offering is an underwritten
offering and the managing underwriters advise the Company in writing that in
their opinion the Company's capital structure would adversely affect the
marketability of the offering, each holder of Stockholder Shares shall convert
the Preferred Stock held by such holder into Common Stock in accordance with the
terms of the Preferred Stock.
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5. Holdback Agreement. To the extent not inconsistent with
applicable law, each Stockholder shall not effect any public sale or
distribution (including sales pursuant to Rule 144) of equity securities of the
Company, or any securities, options, or rights convertible into or exchangeable
or exercisable for such securities, during the seven days prior to and the
180-day period beginning on the effective date of any Demand Registration (as
defined in the Registration Agreement) or Piggyback Registration (as defined in
the Registration Agreement) pursuant to the Registration Agreement (except as
part of such underwritten registration or pursuant to registrations on Form S-4
or Form S-8 or any successor form), unless the underwriters managing the
registered public offering otherwise agree.
6. Legend. Each certificate evidencing Stockholder Shares and
each certificate issued in exchange for or upon the transfer of any Stockholder
Shares (if such shares remain Stock holder Shares as defined herein after such
transfer) shall be stamped or otherwise imprinted with a legend in substantially
the following form:
"The securities represented by this certificate are subject to
a Stockholders Agreement dated as of August 14, 2000 among the
issuer of such securities (the "Company") and certain of the
Company's stockholders. A copy of such Stockholders Agreement
will be furnished without charge by the Company to the holder
hereof upon written request."
The Company shall imprint such legend on certificates evidencing Stockholder
Shares outstanding prior to the date hereof. The legend set forth above shall be
removed from the certificates evidencing any shares which cease to be
Stockholder Shares.
7. Representations and Warranties. Each Stockholder represents
and warrants that (i) this Agreement has been duly authorized, executed, and
delivered by such Stockholder and constitutes the valid and binding obligation
of such Stockholder, enforceable in accordance with its terms and (ii) such
Stockholder has not granted and is not a party to any proxy, voting trust, or
other agreement which is inconsistent with, conflicts with, or violates any
provision of this Agreement. No holder of Stockholder Shares shall grant any
proxy or become a party to any voting trust or other agreement which is
inconsistent with, conflicts with, or violates any provision of this Agreement.
8. Definitions.
"Affiliate" of a Stockholder means any direct or indirect
general or limited partner of such Stockholder or any other person, entity, or
investment fund controlling, controlled by, or under common control with such
Stockholder.
"class" means the Common Stock or any separate series or class
of Preferred Stock; provided that, for purposes of Section 1, different series
of Preferred Stock with the same conversion price shall be considered to be of
the same class.
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"Common Stock" means the Company's common stock, par value
$.002 per share.
"GTCR Investors" means, collectively, GTCR Fund VII, L.P., a
Delaware limited partnership ("GTCR Fund VII"), GTCR Co-Invest Fund, L.P., a
Delaware limited partnership ("GTCR Co-Invest"), and GTCR Capital Partners,
L.P., a Delaware limited partnership ("GTCR Capital").
"Majority Investors" means, with respect to any date of
determination, the holders of a majority of the Stockholders Shares held by the
Investors as of such date.
"Person" means an individual, a partnership, a limited
liability company, a corporation, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization, and a governmental
entity or any department, agency, or political subdivision thereof.
"Preferred Stock" means the Company's Series D Preferred
(including that acquired upon conversion of the Series C Preferred), and the
Series E Preferred, and each other series of the Company's convertible preferred
stock issued, or from time to time issuable, pursuant to the Purchase Agreement
and the exercise of Warrants.
"Purchase Agreement" means the Amended and Restated Purchase
Agreement, dated as of the date hereof, by and among GTCR Fund VII, L.P., GTCR
Co-Invest Fund, L.P. and the TCW/Crescent Lenders.
"Public Offering" means the sale in an underwritten public
offering registered under the Securities Act of shares of the Company's Common
Stock as approved by the Board or GTCR.
"Public Sale" means any sale of Stockholder Shares to the
public pursuant to an offering registered under the Securities Act or to the
public through a broker, dealer, or market maker pursuant to the provisions of
Rule 144 (other than Rule 144(k) prior to a Public Offering) adopted under the
Securities Act.
"Registration Agreement" means the amended and restated
registration agreement, dated as of the date of this Agreement, by and among the
Company, the GTCR Investors and the TCW/Crescent Lenders, as amended from time
to time.
"Series C Preferred" means the Company's Series C Convertible
Preferred Stock, par value $.002 per share.
"Series D Preferred" means the Company's Series D Convertible
Preferred Stock, par value $.002 per share.
"Series E Preferred" means the Company's Series E Convertible
Preferred Stock, par value $.002 per share.
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"Sale of the Company" means any transaction or series of
transactions pursuant to which any Person or group of related Persons (including
any Affiliate of the GTCR Investors ), other than the GTCR Investors, in the
aggregate acquire(s) (i) capital stock of the Company possessing the voting
power (other than voting rights accruing only in the event of a default or
breach) to elect a majority of the Company's board of directors (whether by
merger, consolidation, reorganization, combination, sale or transfer of the
Company's capital stock, shareholder or voting agreement, proxy, power of
attorney, or otherwise) or (ii) all or substantially all of the Company's assets
determined on a consolidated basis.
"Securities Act" means the Securities Act of 1933, as amended
from time to time.
"Senior Subordinated Loan Agreement" means the Amended and
Restated Senior Subordinated Loan Agreement, dated as of the date of this
Agreement, by and among the Company, certain of the Company's subsidiaries, GTCR
Capital Partners, L.P. and the TCW/Crescent Lenders, as amended from time to
time.
"Stockholder Shares" means (i) any Common Stock and Preferred
Stock purchased or otherwise acquired by any Stockholder, (ii) any equity
securities issued or issuable directly or indirectly with respect to the
securities referred to in clause (i) including by way of stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation, or other reorganization or reclassification affecting Stockholder
Shares and (iii) any other shares of any class or series of capital stock of the
Company held by a Stockholder. As to any particular shares constituting
Stockholder Shares, such shares will cease to be Stockholder Shares when they
have been (x) effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering them or (y) sold to the
public through a broker, dealer, or market maker pursuant to Rule 144 (or any
similar provision then in force) under the Securities Act.
"TCW/Crescent Lenders" means, collectively, (i) TCW/Crescent
Mezzanine Partners II, L.P., a Delaware limited partnership, (ii) 'TCW/Crescent
Mezzanine Trust II, a Delaware business trust, (iii) TCW Leveraged Income Trust,
L.P., a Delaware limited partnership, (iv) TCW Leveraged Income Trust II, L.P.,
a Delaware limited partnership and (v) TCW Leveraged Income Trust IV, L.P., a
Delaware limited partnership.
"Transfer" means to sell, transfer, assign, pledge, or
otherwise dispose of (whether with or without consideration and whether
voluntarily or involuntarily or by operation of law).
"Warrants" means the warrants to purchase shares of Preferred
Stock issued by the Company to GTCR and the TCW/Crescent Lenders (i) in
connection with the making of loans under this Senior Subordinated Loan
Agreement and (ii) in connection with the purchase of Preferred Stock pursuant
to the Purchase Agreement.
9. Transfers; Transfers in Violation of Agreement. Except in
connection with a Public Sale or a Sale of the Company, prior to transferring
any Common Stock or Preferred Stock
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to any person or entity, the transferring Stockholder shall cause the
prospective transferee to execute and deliver to the Company and the other
Stockholders a counterpart of this Agreement. Any transfer or attempted transfer
of any such shares in violation of any provision of this Agreement shall be
void, and the Company shall not record such transfer on its books or treat any
purported transferee of such shares as the owner of such shares for any purpose.
10. Additional Stockholders. The Company may permit any owner
of Stockholder Shares not already party to this Agreement to become a party to
this Agreement as an Investor and succeed to all of the rights and obligations
of an Investor under this Agreement by obtaining an executed counterpart
signature page to this Agreement from such owner of Stockholder Shares, and,
upon such execution, such person shall for all purposes be an Investor party
under this Agreement; provided, however, that the addition of such Person as a
party to this Agreement shall only be valid and binding with the prior written
consent of the Majority Investors.
11. Amendment and Waiver. Except as otherwise provided herein,
no modification, amendment, or waiver of any provision of this Agreement shall
be effective against the Company or the Stockholders unless such modification,
amendment, or waiver is approved in writing by the Company and the holders of a
majority of the Stockholder Shares; provided that in the event that such
modification, amendment, or waiver would materially and adversely affect the
GTCR Investors or the TCW/Crescent Lenders, then such amendment or waiver will
require the consent of a majority of the Stockholder Shares held by such group
of holders adversely affected. The failure of any party to enforce any of the
provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the right of such party thereafter to enforce
each and every provision of this Agreement in accordance with its terms.
12. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal, or unenforceable in any respect under any applicable law or rule in any
jurisdiction, then such invalidity, illegality, or unenforceability shall not
affect any other provision or any other jurisdiction, but this Agreement shall
be reformed, construed, and enforced in such jurisdiction as if such invalid,
illegal, or unenforceable provision had never been contained herein.
13. Entire Agreement. Except as otherwise expressly set forth
herein, this document embodies the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements, or representations by or among
the parties, written or oral, which may have related to the subject matter
hereof in any way.
14. Successors and Assigns. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by the Company and its successors and assigns and the Stockholders and any
subsequent holders of Stockholder Shares and the respective successors and
assigns of each of them, so long as they hold Stockholder Shares.
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15. Counterparts. This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
16. Remedies. The Company and each Stockholder shall be
entitled to enforce their rights under this Agreement specifically to recover
damages by reason of any breach of any provision of this Agreement and to
exercise all other rights existing in their favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that the Company and each Stockholder may
in his or its sole discretion apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive relief (without posting
a bond or other security) in order to enforce or prevent any violation of the
provisions of this Agreement.
17. Notices. Any notice provided for in this Agreement shall
be in writing and shall be either personally delivered, or mailed first class
mail (postage prepaid) or sent by reputable overnight courier service (charges
prepaid) to the Company at the address set forth below and to any other
recipient at the address indicated on the schedules hereto and to any subsequent
holder of Common Stock subject to this Agreement at such address as indicated by
the Company's records, or at such address or to the attention of such other
person as the recipient party has specified by prior written notice to the
sending party. Notices will be deemed to have been given hereunder when
delivered personally, three days after deposit in the U.S. mail and one day
after deposit with a reputable overnight courier service. The Company's address
is:
If to the Company:
Synagro Technologies, Inc.
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Attention: Chief Financial Officer
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With a copy to:
GTCR Fund VII, L.P.
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▇▇▇▇▇ Liddell & ▇▇▇▇ LLP
3400 Chase Tower
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18. Governing Law. The corporate law of Delaware shall govern
all issues concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity and interpretation of
this Agreement shall be governed by and construed in accordance with the
internal laws of the State of Illinois, without giving effect to any choice of
law or other conflict of law provision or rule (whether of the State of Illinois
or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Illinois.
19. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Stockholders Agreement on the day and year first above written.
SYNAGRO TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Chairman/CEO
GTCR FUND VII, L.P.
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR ▇▇▇▇▇▇ ▇▇▇▇▇▇, L.L.C.
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Principal
GTCR CO-INVEST, L.P.
By: GTCR ▇▇▇▇▇▇ ▇▇▇▇▇▇, L.L.C.
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Principal
GTCR CAPITAL PARTNERS, L.P.
By: GTCR Mezzanine Partners, L.P.
Its: General Partner
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR ▇▇▇▇▇▇ ▇▇▇▇▇▇, L.L.C.
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Principal
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[CONTINUATION OF SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT]
TCW/CRESCENT MEZZANINE PARTNERS II, L.P.
TCW/CRESCENT MEZZANINE TRUST II
By: TCW/Crescent Mezzanine II, L.P.
as general partner or managing owner
By: TCW/Crescent Mezzanine, L.L.C.,
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisors (Bermuda), Limited
as general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
By: TCW Investment Management Company,
as Investment Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW (▇▇▇▇ ▇▇), L.P.
as general partner
By: TCW Advisors (Bermuda), Ltd.,
as general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
By: TCW Investment Management Company,
as Investment Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
13
[CONTINUATION OF SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT]
TCW LEVERAGED INCOME TRUST IV, L.P.
By: TCW Asset Management Company,
as Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
By: TCW (▇▇▇▇ ▇▇), L.L.C., as General Partner
By: TCW Asset Management Company,
as its Managing Member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
14
SCHEDULE OF INVESTORS
NAME AND ADDRESS
GTCR STOCKHOLDERS
GTCR FUND VII, L.P.
GTCR CO-INVEST, L.P.
GTCR CAPITAL PARTNERS, L.P.
Address for GTCR Stockholders:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TCW/CRESCENT STOCKHOLDERS
TCW/CRESCENT MEZZANINE PARTNERS
II, L.P.
TCW/CRESCENT MEZZANINE TRUST II
TCW LEVERAGED INCOME TRUST, L.P.
TCW LEVERAGED INCOME TRUST II, L.P.
TCW LEVERAGED INCOME TRUST IV, L.P.
Address for TCW/Crescent Stockholders:
▇/▇ ▇▇▇/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇.▇.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
