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1. The Phoenix PlatformPhoenix is an operationally-focused advisory firm, providing turnaround, crisis and interim management and capital advisory services to middle market companies in transition. Since 1985, we have aggressively advocated on behalf of our clients in more than 950 assignments nationwide across a variety of situations and industries. We are experts in understanding and adding value to our clients. We focus on their unique business drivers, and create specialized solutions for both distressed and growth-oriented companies. We are hands-on leaders who act with a sense of urgency and advocate for our clients’ needs. Regardless of the circumstances, our mission is the same: to preserve and enhance the value of our clients by focusing on the operational and financial challenges they encounter.1

2. The Phoenix Approach: A Complete Solution2We offer a proprietary, turnkey process that allows us to preserve and enhance the value of our clients by solving their operational and financial challenges.Operational emphasis

3. Proprietary turnkey process

4. Dedicated, experienced professional team

5. Breadth and depth of services

6. Industry-specific knowledge and solutions

7. Proven track record of successful engagementsPhoenix focuses on the unique business drivers to create practical, measurable solutions for our clients.Our hands-on operational approach addresses underlying business issues – avoiding short-term fixes with no long-term impact

8. We act with a sense of urgency, providing immediate value

9. We restore credibility with all constituents via communication and collaboration

10. We provide a stabilizing force throughout the client’s business

11. We are aggressive advocates for our clients’ needsPhoenix Distinctions / Phoenix Team Profiles3Our combined business advisory and capital advisory services allow us to provide our clients with a clear path, stability and outstanding value. Independent 3rd party perspective – the experience of more than 950 engagements benefits our clients

12. Quick, effective assumption of interim management roles

13. Ability to make and implement difficult decisions

14. Provide smooth transition/clean slate to new leadership

15. Deep relationships with lending and equity communities

16. Combined Phoenix Management and Phoenix Capital services ensure seamless client serviceBecause each client engagement is unique, Phoenix carefully assesses the sensitivities, personalities and objectives and assembles the most effective team to meet our clients’ needs.On-site, active partner involvement in each engagement ensures the client a responsive and informed interface

17. Our team of full-time employees leads change efforts

18. Extensive operating and financial experience

19. Ability to quickly grasp client’s operation and culture

20. Proven track record of having immediate impactPhoenix Management ServicesPhoenix Management Services (“PMS”), the operationally-focused turnaround, crisis and interim management division of Phoenix, specializes in providing operational and strategic advisory services to middle market companies in transition. PMS’ proprietary turnkey process allows us to quickly assess our clients’ situations and assemble the optimal resources to address critical business issues. Our process generally includes these phases: Situational Assessment

21. Plan Development

22. Plan Implementation We ensure that every aspect of our clients’ business is closely analyzed for improvement. Our objectivity and expertise enables us to provide practical and achievable solutions that deliver the maximum value to our clients.Phoenix Management provides clients with extensive experience in the following areas:4

23. Select Industry ExperienceAircraft and parts

24. Apparel

25. Automotive

26. Biomed/Biotech

27. Building products

28. Chemicals

29. Consumer products

30. Convenience stores

31. Contract manufacturing

32. Direct mail/marketing

33. Electrical products

34. Equipment leasing

35. Firearms

36. Food and beverage

37. Building construction

38. Health clubs

39. Information technology

40. Jewelry and precious metals

41. Local transportation

42. Machinery and equipment

43. Manufacturing – all types

44. Measurement and instrumentation

45. Medical products

46. Metal products

47. Oil/petroleum

48. Personal products

49. Pharmaceuticals

50. Printing and Fulfillment

51. Private equity fund

52. Publishing

53. Restaurants and hospitality

54. Retail – niche and general

55. School district

56. Security and other services

57. Steel/metal extrusion/forging

58. Supply chain distribution

59. Technology

60. Telecommunications

61. Utilities5

62. Lenders in Recent EngagementsAccess Capital

63. Bahrain International Bank

64. Bank of America

65. Brooks Houghton

66. Capital Business Credit

67. CapitalSource

68. Ciena Capital

69. CIT

70. Citibank

71. Citizens Bank

72. Comerica Bank

73. Community Bank

74. ComVest

75. DZ Bank

76. Fifth Third Bank

77. First Chicago Bank & Trust

78. Firstrust Bank

79. FortressFulton Bank

80. General Electric

81. Golub Capital

82. Greystone Business Credit

83. Hartsko Financial

84. HSBC

85. JP Morgan Chase

86. Key Bank

87. Lakeside Bank

88. LBC Credit Partners

89. Lehman Brothers

90. M&T Bank

91. Medallion Credit

92. Merion Investment Partners

93. Mid Penn Bank

94. Millennium Bank

95. National Penn Bank

96. Northside Community Bank

97. Orix Financial

98. PNC

99. Sandy Spring Bank

100. Siemens

101. Silicon Valley Bank

102. South Franklin Street Capital Partners

103. Steel City Capital Funding

104. Sovereign

105. Sun Bank

106. Sun Trust Bank

107. Susquehanna Bank

108. TD Bank

109. Textron Financial

110. UBS

111. Univest Bank

112. Valley National Bank

113. Wachovia

114. Waypoint Bank

115. Webster Bank

116. Wells Fargo/Foothill

117. West LB AG

118. West Suburban Bank

119. Wilmington Trust6

120. Recent Engagements – Turnaround / Crisis Management7

121. Recent Engagements – Assessments & Implementation8

122. Phoenix Capital ResourcesPhoenix Capital Resources (“PCR”), the investment banking division of Phoenix, specializes in providing capital advisory services to middle market companies. PCR’s detailed and in-depth approach to capital advisory services, provides a level of value-add sophistication that exceeds market expectations and is generally unavailable from other capital advisors.

123. PCR works either in collaboration with Phoenix professionals or independently as our client’s capital advisor. Regardless of the circumstances, our focus is the same: to maximize the transactional value and return on investment to our clients.

124. PCR provides a variety of capital advisory services to middle market businesses, including:

125. M&A Advisory

126. Capital Raises at all Levels of the Balance Sheet, including:

127. Equity (through PM Securities, LLC – Phoenix’s Broker-Dealer subsidiary)

128. Senior Debt (Both Cash Flow and Asset-Based)

129. Second Lien (“B”) Loans

130. Subordinated Debt

131. Complex Restructurings and Recapitalizations 9

132. PCR Experience – Recent TransactionsOver the past five years, PCR has completed over $2.0 Billion of Transactions:Sale Transactions totaling over $450,000,000

133. Financings totaling over $750,000,000

134. Restructurings totaling over $1,000,000,000PCR Transactions ($ in millions)$2+ Billion10

135. Depth of Equity Sponsor ContactsPCR professionals have excellent relationships with some of the most active and well-respected corporate development, venture capital, and private equity firms in the world. Our working relationships with these firms, and knowledge of their behavior in a transaction process will add tremendous value for our clients.PCR’s experience ensures that shareholders always negotiate from a position of strength.11

136. Lenders in Recent EngagementsPCR is highly conversant with today’s lending community and has been able to secure complex financing arrangements for companies in challenging debt raise situations.Phoenix is uniquely qualified to navigate the current debt capital markets. Below are a few of the lenders that Phoenix has worked closely with in recent engagements.12

137. PCR Suite of ServicesMergers & AcquisitionsPrivate Placements & RefinancingPCR professionals have initiated, structured and negotiated funding at every level of the capital structure:Senior debt refinancing

138. Placement of Tranche B

139. Subordinated & Mezzanine debt

140. Placement of control or non-control equity (preferred and common)

141. Deep relationships with both traditional and alternative capital sources

142. Diverse backgrounds of Phoenix’s professionals (I-banking, Consulting, Commercial Lending) enables creative structuresSelling companies in a multitude of industries and at various points in a company’s lifecycle.Experienced at managing complex, multi-constituent transactions

143. Deep relationships with strategic and financial buyers

144. Experienced with complex, creative structuresMergers & AcquisitionsPrivate Placements & Refinancing13

145. PCR ApproachSpeedTenacityOur professionals believe that speed and efficiency are paramount to successful transactional solutions. Our depth of experience gives us the ability to rapidly assess complex situations and deliver the best transactional solution for our clients.We are intensely committed to finding the path to completion for each and every engagement that we undertake. CreativityOur combined 100+ years of experience as investment bankers, operators, lenders, and principals in middle market businesses gives us a unique ability to provide our clients with creative transactional solutions.14

146. Phase I: Up-Front Analysis and Due DiligencePCR develops an in-depth understanding of our clients’ business, key business drivers and various determinants of value. Process

147. Investigate and analyze current operations, business prospects and financial performance

148. Prepare offering memorandum

149. Identify and qualify strategic and financial buyers

150. Develop a “go-to-market” strategy

151. Key Issues

152. Evaluate and determine best strategic alternatives to satisfy owner’s objectives while maximizing overall value4 - 15

153. Phase II: Marketing of the BusinessPCR will “go to market” prepared to articulate the key value drivers in order to maximize shareholder valueProcess

154. Distribute teasers & confidentiality agreements to prequalified/prescreened strategic & financial buyers

155. Distribute offering memorandum

156. Hold management presentations

157. Solicit and review letters of interest

158. Narrow field to 2-3 interested parties to create competitive process

159. Key Issues

160. Leverage proprietary contact database and relationships4 - 16

161. Phase III: Execution and ClosingPCR spearheads and guides the due diligence process on behalf of our clients.Process

162. Build data room and manage the due diligence process

163. “Guide” buyers with regard to structure of offers

164. Perform due diligence on investors/buyers

165. Thoroughly evaluate and compare offers

166. Key Issues

167. Tenacity and seeing the Transaction through to closing

168. Company must continue to operate in line with 2010 plan and “hit the numbers”4 - 17

169. Traditional Transaction TimelineSetting the StagePreparing for MarketMarketing the CompanySelecting Capital SourceNegotiating the TransactionDistribution of Offering Memorandum

170. Negotiation and execution of Confidentiality Agreements

171. Receive letters of intent from interested parties

172. Preparation of offering memorandum and finalize list of potential acquirers

173. Setup data room in anticipation of due diligence phase

174. Understand client objectives

175. Perform initial due diligence

176. Analysis of strategic alternatives

177. Develop list of preliminary strategic & financial buyers

178. Conduct Management Presentations

179. Preliminary review of data room files

180. Negotiate letters of intent

181. Select counterparty

182. Coordinate detailed due diligence

183. Negotiate final agreements

184. Close transactionWeeks 1-4Weeks 5-7Weeks 8-12Week 13-16Weeks 17-2218

185. PCR Experience – Selected Transactions19

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The Phoenix Platform

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