delivering solutionsto the global middle market

September 2006

BGL Recruiting Presentation

Mergers & Acquisitions Debt & Equity Placements Financial Restructurings

CLEVELANDCHICAGO

Eaton Center1111 Superior Avenue

Suite 900Cleveland, OH 44114

Phone: 216.241.2800Fax: 216.241.7417

Two Prudential Plaza180 North Stetson Avenue

Suite 4300Chicago, IL 60601

Phone: 312.658.1600Fax: 312.368.1988

www.bglco.com

BrusselsBudapestCopenhagenDublinDusseldorfHelsinkiHong KongIstanbulLimaLondon

MadridMexico CityMilanMontreal MoscowMumbaiOsloParisPragueReykjavik

RotterdamSan JoseSao PauloStockholmSydneyTokyoViennaWarsawZurich

www.globalma.com

Agenda

Section

BGL Overview I

BGL Analyst Program II

3

Leading Middle Market Investment BankBGL Overview

Senior Level Attention to All Transactions:– All BGL transactions are managed by senior investment

bankers, who provide active day-to-day deal management and client guidance.

– BGL’s six Managing Directors and two Directors average more than 15 years of middle market transaction experience.

Leading Independent Firm:– Founded in 1989– Chicago and Cleveland offices– 2006 Healthcare Financing Deal of the Year, The M&A Advisor– 2005 International Deal of the Year, The M&A Advisor– 2004 Turnaround Deal of the Year, The M&A Advisor– 2003 Dealmakers of the Year, The M&A Advisor– 2002 Entrepreneurs of the Year, Ernst & Young

Superior Execution in the Middle Market:– Focused on companies with $50-$500 million of total enterprise

value.– Deep industry knowledge in key sectors.– Superior access to domestic and global strategic buyers.– Strong relationships throughout the financial buyer community.– Regular dialogue with all lending sources.

Unique International Execution Capabilities with Global M&A:

– On its own and through its 31 Global M&A partner firms, BGL has unparalleled access to foreign strategic and financial buyers and sellers of middle market businesses.

– Global M&A is a partnership of best-of-breed investment banking firms in Europe, North and South America, Asia, and Australia.

– Global M&A was named 2005 Investment Banking Firm of the Year by The M&A Advisor.Comprehensive Capabilities and Service Distribution (1):

SellSell--Side AdvisorySide AdvisoryBuyBuy--Side AdvisorySide AdvisoryFairness OpinionsFairness Opinions

M&A AdvisoryM&A Advisory

Senior DebtSenior DebtSecond Lien/Second Lien/

Tranche B CapitalTranche B CapitalMezzanine DebtMezzanine DebtPrivate EquityPrivate Equity

PrivatePrivatePlacementsPlacements

RestructuringsRestructuringsCapital RaisesCapital Raises

DivestituresDivestitures§363 Auctions§363 Auctions

FinancialRestructuring

Investment Bank of the Yearin 2005 by

(1) For transactions closed from 2003 through YTD 2006.

80%80% 15%15% 5%5%

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BGL Overview

Dedicated Focus on Middle Market M&A

Extensive transaction experience and success positioning middle market businesses.

Superior process and respected approach in the M&A middle market, yielding highly competitive auctions with a diverse audience of prospective buyers.

Commitment of senior bankers to active day-to-day management of the sale process and client communications.

Close partnership with the leading global middle market M&A firm providing BGL unparalleled access to foreign buyers.

Uniquely experienced at managing global auction processes.

Substantial knowledge of the financing markets used to the advantage of our clients in negotiating with potential buyers.

Exclusive, personal relationships within the appropriate strategic buyer community.

Close relationships with the financial sponsor community.

Recent Transaction Summary (2003- YTD 2006)

M&A Transaction Size

$25-$125 million >$125 million<$25 million

Private PEG

Client Ownership

Public

18%

55%27% 66%

15%

20%

5

BGL Overview

Expertise in Select Industry Sectors

Construction Materials and Building Products Representative Relationships

Sub Sector ExpertiseConstruction Services/Materials Aggregates/Minerals Concrete ProductsHeavy Construction/Contracting Residential/Commercial Building Products

Industrial Products and Services

Sub Sector ExpertisePlastics Packaging Specialty EquipmentEquipment Remanufacturing Labor Support Industrial Automation

Distribution and Logistics

Sub Sector ExpertiseIndustrial Supplies Wire and Cable Third-Party LogisticsElectrical Products Electronics Last-mile Fulfillment

Business Services

Sub Sector ExpertiseDirect Marketing Healthcare Services AccountingPrinting/Document Management Credit and Collections MRO Services

Metals

Sub Sector ExpertiseComponent Manufacturing Service Centers StampingValue-added Processing Integrated Mills Foundries

Food and Beverage / Consumer

Sub Sector ExpertiseSpecialty/Catalog Retail Personal Care Items Bakery ProductsProtein and Dairy Products Raw Material Inputs Ingredients

6

BGL Overview

Track Record of Successful Transactions at High Valuations

Results illustrate the effectiveness of BGL’s M&A process in achieving premium results. Approximately 90% of deals in the past twelve months have closed at values in or above the initial proposed range.

Actual Price vs. Valuation Range(1)

5.5x

5.5x

6.1x

6.5x

7.0x

7.5x

7.5x

8.0x

8.4x

9.0x

9.5x

10.4x

10.6x

11.0x

0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x

Steel Shelving

Automotive Components

Specialty Metals

Coin-operated Products

Healthcare Services

Building Products

Instrumentation

Bakery

Specialty Chemicals

Building Products/Cladding

Construction Formw ork

Consumer Products

Distribution

Beverage

(1) For transactions closed in the past twelve months.

Below Range,11%

Within Range, 11%

Above Range, 78%

BGL Transaction Multiples (Enterprise Value/EBITDA)

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BGL Overview

Global Reach of Potential Buyers

Approximately 54% of BGL’s clients have been sold to strategic buyers since 2003.

Approximately 46% of BGL’s clients have been sold to financial buyers since 2003:

– BGL has relationships with a large group of private equity firms that have various areas of expertise, focus, and capital availability

– BGL’s Private Placement practice provides unique access to, and knowledge of, private equity firms and their financing sources

Composition of Buyers for BGL M&A Transactions(1)

Strategic - Private

Strategic - Public

PEG

23% International Buyers21%

33%46%

Process Discipline

Positioning of Company

Extensive Buyer Network

Senior Level Teamwork

Key Factors

(1) For transactions closed from 2003 through YTD 2006.

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BGL has many long-standing relationships with the private equity community:– Regular contact and feedback from firms regarding investment interests and status of portfolio companies – Strong reputation for marketing quality opportunities and maintaining integrity throughout the process

Select Recent AssignmentsSelect Recent Assignments

Alliance Holdings, Inc. NABlue Point Capital Partners $415Brantley Partners $300Castle Harlan, Inc. $1,163Cedar Creek Partners $100Churchill Capital $465CID Equity $300Code Hennessy & Simmons LLC $1,300Cortec Group $565Edgewater Capital Partners $22FdG Associates $310Gallagher Industries NAHeritage Partners $843JO Hambro Investment Management $1,000KRG Capital Partners $715Linsalata Capital Partners $425

Alliance Holdings, Inc. NABlue Point Capital Partners $415Brantley Partners $300Castle Harlan, Inc. $1,163Cedar Creek Partners $100Churchill Capital $465CID Equity $300Code Hennessy & Simmons LLC $1,300Cortec Group $565Edgewater Capital Partners $22FdG Associates $310Gallagher Industries NAHeritage Partners $843JO Hambro Investment Management $1,000KRG Capital Partners $715Linsalata Capital Partners $425

Mezzanine Management $500Mid Oaks Investments NAMidwest Mezzanine $410Nautic Partners $1,100Novacap $250Park Avenue Equity Partners $110Pfingsten Partners $285PNC Equity Management $400The Riverside Company $750RSTW Partners $500Summit Partners $3,300Sun Capital Partners, Inc. $1,500Svoboda Collins LLC $200Watermill Ventures $125Willis Stein & Partners $1,8003i Group NA

Mezzanine Management $500Mid Oaks Investments NAMidwest Mezzanine $410Nautic Partners $1,100Novacap $250Park Avenue Equity Partners $110Pfingsten Partners $285PNC Equity Management $400The Riverside Company $750RSTW Partners $500Summit Partners $3,300Sun Capital Partners, Inc. $1,500Svoboda Collins LLC $200Watermill Ventures $125Willis Stein & Partners $1,8003i Group NA

BGL Overview

Extensive Private Equity RelationshipsMany Premier Private Equity Funds Have Engaged BGL

Firm Fund Size Firm Fund Size

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Selected ResultsBGL is Highly Experienced Marketing Middle Market Businesses to Leading Private Equity Firms and...

BGL Overview

10

Selected Results... to Larger Strategic Acquirers

BGL Overview

11

BGL Overview

Global M&A OverviewGlobal Execution Capabilities

In the late 1990s, BGL recognized that the middle market was globalizing and began handling cross-border transactions for several U.S., European and Asian clients.

In 2002, BGL was invited to become the U.S. partner firm in Global M&A. Michael Gibbons of BGL is Chairman of Global M&A, making BGL the leading U.S. player in the globalization of middle market M&A.

Through Global M&A (and on its own) BGL has unparalleled access to international strategic and financial buyers and sellers of middle market business and their financing sources.

BGL’s middle market investment banking practice is truly global:

– Regular contact with foreign financial and strategic buyers in nearly all of BGL’s primary industry sectors.

– Currently executing several global sale mandates in tandem with other Global M&A partners.

– Sourcing capital globally for private equity clients and financial buyers of foreign sell-side M&A clients.

Global M&A League Tables, 1H 2006:Global Completed Deals Under $500 Million

Rank Advisor Deal Volume

1 PricewaterhouseCoopers 602 Rothschild 553 KPMG Corporate Finance 52

16 BGL/Global M&A 2121T Harris Williams/Close Brothers 1322T Houlihan Lokey Howard Zukin (HLHZ) 922T William Blair & Company 923T Robert W. Baird & Co. 825 Goldsmith Agio Helms 6

30T Lincoln Partners LLC 1

Source: Mergermarket

The partnership with Global M&A provides BGL with the most unique global middle market investment banking capabilities.

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Global Reach / Local KnowledgeAccess to Foreign Buyers through Global M&A

BGL Overview

Key Advantages:31 leading independent M&A boutiques covering 32 industrialized countries, including over 500 investment banking professionals.

For U.S.-led assignments, BGL professionals retain full control of the sales process while leveraging the experience of its partners in key foreign markets.

Each Global M&A partner firm has in-country territorial exclusivity.

Cultural and language challenges are eliminated.

Fee sharing arrangements, confidentiality procedures and technology resources are in place and add no cost to BGL’s clients.

Global M&A firms have completed over 700 transactions with an aggregate deal value exceeding $20 billion since 2000.

Denotes a Global M&A office

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BGL is a Leading Partner in Global M&ABGL Overview

Australia – Beerworth & Partners Ltd Austria – CD InvestBelgium – M&A International Brazil – Amati Negócios InternacionaisCanada – Synergis Capital Inc. Costa Rica – Cafissa Czech Republic – Benson OakDenmark – Nordic Corporate FinanceFinland – Aventum Partners France – Financière de Courcelles Germany – InterFinanzHong Kong – Asian Capital PartnersHungary – Invescom Corporate FinanceIceland – Kontakt India – Meghraj Financial ServicesIreland – CFM Capital Italy – Cross Border Japan – RECOF Corporation Mexico – Pablo Rion y Asociados Netherlands – Solveigh Corporate DevelopmentNorway – Saga Corporate FinancePeru – Macroconsult Poland – Hexagon Capital Advisors Russia – Meridian Capital Spain – NC Finanzas Corporativas Sweden – Arctos Mergers & AcquisitionsSwitzerland – Zetra International AGTurkey – Total Yonetim Danismanligi LtdUnited Kingdom – Livingstone Guarantee United States – Brown Gibbons Lang & CompanyUnited States – Meridian Capital (Lower Middle Market)

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Recent Global Transaction ActivitySelected BGL Cross Border Experience

BGL Overview

Italy/GermanyUS/Ireland Japan/USUS/Germany US/Japan

Netherlands/US

UK/US

US/UKGermany/US

Italy/US US/UK

US/France

US/Hungary

European-Based

Automotive andFurniture Glass

Manufacturer

PENDING

US/UK US/UK

Italy/New ZealandUS/Austria

North-AmericanBased Fused

Cast Refractory Producer

PENDING

US/Netherlands

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Agenda

Section

BGL Overview I

BGL Analyst Program II

16

Analyst Responsibilities

Extensive quantitative analysis, including preparation of financial models.

Buyer and industry research.

Preparation of marketing materials.

Transaction process support.

Transaction Staffing

BGL Analysts work on many different kinds of deals in a variety of industries.

BGL Analysts are provided significant exposure to clients and senior BGL bankers. In addition, Analysts work on all aspects of our transactions, from the initial pitch through transaction closing.

Chicago and Cleveland offices work together seamlessly on transactions. Analysts and Associates often are cross-staffed on transactions between offices.

Deals are typically staffed with four professionals, including:

– Managing Director/ Director, Vice President, Associate and Analyst

Analysts have extensive interaction with senior professionals in the firm and with BGL’s clients.

BGL Analyst Program

Analysts Play a Critical Role in BGL’s Transactions

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BGL Analyst Program

BGL’s Expectations of Analysts

Desired Qualities

Superior professionalism, integrity and dedication.

Commitment to excellence.

Strong finance and accounting skills.

Outstanding communication skills.

Hard work.

Willingness to learn.

Teamwork.

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BGL Analyst Program

Why BGL?

BGL Analyst Program

Two year program, additional year(s) at BGL’s option.

Intensive Analyst training at the beginning of the program.

BGL is a rapidly expanding, highly active firm with strong deal flow, fostering an exceptional opportunity to learn and to grow professionally.

Small deal teams create a significant opportunity for analysts to undertake responsibility and gain exposure to a variety of industries, deal types and clients.

Exposure to global transactions that is unparalleled in the middle market.

Competitive compensation and benefits.

Closing and backlog remain at record levels.

Aggregate Value of Advisory Assignments

Strong Growth Trajectory:

63% Since 2003

$-

$2,000

$4,000

$6,000

$8,000

$10,000

2000

2001

2002

2003

2004

2005

2006

YTD

($ in

mill

ions

)

BGL’s Analyst Program will prepare Analysts for graduate school, as well as for a career in investment banking, private equity, or corporate finance.

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BGL Illinois Recruiting TeamBGL Analyst Program

John R. Tilson – Managing Director

John Tilson is focused primarily on mergers and acquisitions, focusing mostly on the manufacturing, consumer products, and business services industries. Prior to joining Brown Gibbons Lang & Company, John was a managing director in the Investment Banking Group at Duff & Phelps LLC. Prior to that, he was a director in the Mergers & Acquisitions Group at Banc One Capital Markets, Inc. John began his banking career with American National Bank & Trust Company of Chicago.

Education:B.S., University of Illinois; M.B.A., Kellogg Graduate School of Management at Northwestern University

Leslie A. Nolan – Associate

Leslie Nolan specializes in mergers and acquisitions and is dedicated to the food and beverage industry. Previously, she was with Harris Nesbitt, a division of the Bank of Montreal Financial Group, where she specialized in corporate and investment banking in the Food and Agribusiness Group. Leslie is completing her M.B.A. at the University of Chicago and will graduate in June 2006.

Education:B.A., DePauw University

Zach Biderman – Analyst

Zach Biderman supports Brown Gibbons Lang & Company’s senior staff with financial analysis and valuation, industry research, due diligence and the preparation of client presentation materials.

Education: B.S.B.A. McDonough School of Business, Georgetown University