About Charterhouse Group - Overview

HISTORY

Since 1973, Charterhouse Group has been a pioneer in middle-market investing
- with a focus on buyouts and build-ups. Our consistent mission has been to partner
with outstanding, entrepreneurial management teams and develop leading companies
in North America focused on profitable growth.

During the last four decades, we have invested in over 100 platform companies, many of which had been privately-held and/or owned by families. Many of these platform investments have been build-ups and Charterhouse has therefore completed over 400 acquisitions over the last 36 years. We have always provided our portfolio companies with access to significant capital and operating resources in order to support growth strategies that result in superior performance.

Our firm originally commenced operations in 1973 as the U.S. investment arm of the U.K.-based Charterhouse Bank. In the mid-1980's, we became an independent entity and in 1989, we raised our first dedicated fund, Charterhouse Equity Partners, LP (CEP I), with third-party institutional capital. Today, we are investing out of Charterhouse Equity Partners IV (CEP IV).

As a testament to our many years of successful investing and our distinct business model, our team has worked on multiple occasions with many of the same entrepreneur/partners, limited partners and financial institutions. This key element - our recurring relationships - is reflective of many outside parties having confidence in Charterhouse as a value-added partner - as demonstrated through our disciplined approach to business, our consistent support throughout each portfolio company's life cycle and our intelligent value-creation strategies.

Charterhouse has always provided extensive references to new managers and business sellers, enabling individuals or teams to learn in advance about prospective partnerships with our firm.

CURRENT INVESTMENT CRITERIA AND STRATEGIES

We seek to invest in established businesses with enterprise values of between $75 million and $300 million through a variety of private equity transactions. These include buyouts and build-ups as well as growth capital financings. Our firm's concentration is within three sectors: Business Services, Healthcare Services and Consumer Products and Services.

In each sector, we will pursue platform investment opportunities where enterprise values are initially less than $50 million if specific companies are suited for rapid expansion through organic growth and/or through articulated strategies such as build-ups or joint ventures. In the case of build-ups, it is important for us to concentrate on sub-sectors where add-on acquisitions, which are identifiable (pre-build-up), have a high likelihood of achievability.

In the current environment, Charterhouse is sourcing a significant number of opportunities to make minority preferred stock investments in entrepreneur-owned, closely-held and sponsor-controlled deals (as well as in public entities). We are very interested in exploring these types of non-control situations - especially where high-quality companies are unable to tap the strained financial markets. Charterhouse would look to invest at least $20 million in such opportunities.

PROPRIETARY INVESTMENT OPPORTUNITIES

We believe that one element of our private equity 'point of differentiation' is our strategy for blending three ingredients: fresh investment ideas; human capital; and, a unique approach for identifying transactions (both platforms and add-ons). We work with our Charterhouse Entrepreneurs who help us identify proprietary investment opportunities and who also help us navigate within targeted industry spaces to create actionable investment opportunities. We nurture investment ideas through research, trade show attendance and meetings with knowledgeable industry experts. We forge early relationships with experienced and proven operating managers (i.e., the human capital component) who can ultimately play roles in our portfolio companies as either Chairmen/Chairwomen, CEOs (when needed) or as Board Members and, in that way, they refresh and renew the Charterhouse Entrepreneur program. Once we have closed on a transaction, we have a well-developed, value-creation process which management teams welcome.

AUCTION INVESTMENT OPPORTUNITIES

Underlying our strategy in auction situations is our concentration on forging open and honest relationships with business owners and management teams that we first meet during this type of sale process. We focus on being well-educated regarding each business (and the respective subsector(s)) often with the help of a active Charterhouse entrepreneur and we participate only when we understand an industry space and can bring more than just capital to a business. We place a tremendous emphasis on understanding and ultimately trying to help achieve the professional objectives of each company's senior managers (See Partnership with Management).

CONCLUSION

We believe that our successful track record is the result of our blending the financial and industry-specific skills of our investment professionals, the expertise of our companies' operating managers and the experience of numerous Charterhouse Entrepreneurs.

Over our 36 years in the private equity industry, we have:

• Consistently emphasized value creation strategies through acquiring, building and enhancing portfolio companies
• Continually focused on forging strong partnerships with and among our portfolio company managers and our Charterhouse Entrepreneurs
• Carefully nurtured a stellar internal culture and developed a stable and experienced investment team with a high level of integrity
• Successfully managed throughout different economic and business cycles
• Constantly refined our areas of expertise and outside relationships in each of our areas of interest
• Consistently provided all of our companies with access to superb external resources, including financing sources, legal, accounting and industry specific service providers and top tier bankers within the capital markets.