2009 Conference slides from Northwest Growth Financing Conference presented by ACG Seattle

2. Welcome to the 2009 Northwest Growth Financing Conference™ Conference Chairman Franz von Bradsky President, Green Tree Capital

4. Tales From The Trenches – Financing Rapidly Growing Companies Publisher Emory Thomas interviews three CEO's from the Puget Sound Business Journal's 2008 list of the 100 Fastest Growing Private Companies to reveal the secrets of financing rapidly growing companies. Emory Thomas, Jr. – Publisher, Puget Sound Business Journal Douglas Brown – CEO, All Star Directories Carla Corkern – CEO, Talyst Peter Norman – CEO, Bellevue Healthcare

6. Cash Is King – The Frozen Credit Markets The meltdown of the nation's credit markets during the past twelve months has left many "middle market" companies searching for answers on how to finance their growth as well as day to day operations. Panelist will discuss the latest trends and developments in the senior debt market and their impact on the availability of credit. Stephen Lozano – Senior Vice President, Union Bank Glenn Burroughs – Senior Vice President, PNC Business Credit Thomas E. Cleveland – Managing Partner, Access Business Finance Curt B. Fraser – President of Middle Market Banking, WA, JPMorgan Chase

7. Bad Loans Are Mounting at Banks As of the first quarter of 2009. Source: Board of Governors of the Federal Reserve System.

8. Bank Loan Growth Has Slowed (1) As of June 2009. Seasonally-adjusted data. Source: Board of Governors of the Federal Reserve System. http://www.federalreserve.gov/datadownload/Choose.aspx?rel=H.8

9. Bank Loan Growth Has Slowed (2) As of June 2009. Twelve-month percentage changes. Seasonally-adjusted data. Source: Board of Governors of the Federal Reserve System. http://www.federalreserve.gov/datadownload/Choose.aspx?rel=H.8

11. Mezzanine/Subordinated Debt – Perhaps the Only Game In Town The unprecedented collapse of the nation's credit markets and the crisis of confidence gripping financial markets has made mezzanine/subordinated debt financing one of the few viable options available to finance the growth of "middle market" companies. Panelist will discuss the latest deal structures, pricing and other pertinent terms. Jeffrey J. Holland – Managing Director, Seacoast Capital Stephen W. Etter – Partner, GreyrockCapital Group Michael Kane – Managing Director, Caltius Mezzanine Steve R. Wilkins – Managing Director, Endeavour SEAM

12. Mezzanine/Subordinated Debt Panel “Perhaps the Only Game In Town” Northwest Growth Financing Conference

13. Mezzanine/Subordinated Debt Panel Moderator Jeffrey Holland, Seacoast Capital Panelists Michael Kane, Caltius Mezzanine Steven Wilkins, Endeavour Seam Stephen Etter, Greyrock Capital

14. Caltius Mezzanine Fund History Fund IV August 2008 $513 MM Capital Committed Fund III August 2004 $303 MM Capital Committed Fund II January 2000 $172 MM Capital Committed Fund I June 1997 $43 MM Capital Committed $1.0 billion of aggregate committed capital

16. Invested over $600 million in 40 companies since inception

17. Fourth fund commenced in August 2008 with $513 million in commitments from a broad group of institutions and individuals

18. Provides subordinated debt (mezzanine) in amounts of $10 to $75 million for well established companies in a broad range of industries

19. Also provide senior debt and minority equity as part of a mezzanine deal

20. Experienced in supporting owner/operators in a broad range of transactions:

22. Minimal senior debt ahead of Caltius

23. Non-sponsor focus; select sponsor transactions

24. One-stop financing solutions (control the capital structure)

25. Non-capital intensive businesses

26. Lead investor / active portfolio company involvement

27. Non-change of control transactions

29. Dedication to the region where we live and work

30. Long-term focus and true partnerships with owners and managers

31. Committed, long term capital from leading institutional investors

32. Uses of capital include: acquisition financing, management and leveraged buyouts, recapitalizations, re-financings, liquidity to existing shareholders, and employee stock ownership programs

33. Sponsored and Non-Sponsored Transactions

34. Highly experienced fund managers underwrite and directly oversee all investments

35. Founders are long-time and senior level professionals from leading finance companies, both responsible for relationships throughout the Western US.

37. Companies headquartered in the Western US with EBITDA of $5 to $25 million and larger

38. $5 to $20 million in capital per transaction, and more with co-investments from our LPs

39. Fixed current and accrued return; warrants

40. Acquisition financing, recapitalizations, management and leveraged buyouts, refinancings, liquidity to shareholders, ESOPs

41. Flexible; typically 3-7 year time horizon

42. Broad industry preference

43. Avoid emerging technology, real estate and gamingEndeavour SEAM Offices TARGET COMPANIES: INVESTMENT CRITERIA INVESTMENT SIZE: CHARACTERISTICS: USES OF CAPITAL: MATURITY: TARGET INDUSTRIES:

45. Non dilutive, flexible debt capital solutions based on clients current financing needs

47. SEAM Fund managers have nearly 50 years of debt capital expertise through many market cycles

49. Investments directly underwritten and managed by SEAM Fund Managers

51. Junior Capital (80% Debt / 20% Equity)

52. Offices in San Francisco, Chicago & Westport, CT

53. Experienced Team

54. Industry Agnostic

56. Proven Management Team

59. Provides for higher amounts of debt than banks are willing to lend

60. No personal guarantees

61. Can utilize “paid-in-kind” interest features to further reduce fixed charges

63. Dedicated focus on therapy services results in a low-cost, value added solution, offering clients more efficient and higher margin therapy services

64. The company had grown rapidly over the prior three years

65. Revenue had increased from $26 million to over $70 million

66. EBITDA had increased from $3 million to over $10 million

69. Strong financial performance evidenced value proposition and service quality

70. Attractive capital structure with minimal senior debt ahead of Caltius

71. Strong fixed charge coverage of 1.9x resulting from low capital expenditure requirements (approximately $50,000 per year) and no debt amortization

72. Diversified customer base of 62 customers across over 200 discrete facilities

73. Experienced and motivated management team with over 90% ownership

74. Key risks included:

75. Potential changes to Medicare/Medicaid reimbursement for therapy services

76. A/R collection and historical trends of increasing A/R days outstanding

78. Company to repurchase ~40% minority stake

79. Consideration to include a combination of cash and a seller note (subordinated to Mezzanine Note)

80. Owners to contribute additional equity at close

81. $9m Revolver ($5m funded at close)

82. $30m Term Loan (1.7x senior leverage)

84. Industry leading market share and brands

85. Unique, state-of-the-art manufacturing facility (completed in 2007)

86. Recession resistant industry that continues to grow through the economic downturn

87. Significant free cash flow generation

88. Low pro forma leverage and rapid deleveraging

89. Strong management team

91. Case Study – Structuring Topics Outlined below are a few of the unique structuring issues from the deal Call option on Warrants Owner wanted the ability to call Warrants in order to gain 100% control of the company at their option Callable after year 3 given repayment of the Note Minimum valuation of Warrants if called from month 36 through 66 Cash/PIK payment option on Seller Paper Company wanted the ability to pay interest in cash to avoid compounding effect of PIK interest Pricing of Seller Paper is 13%; 100% PIK with up to 100% cash-pay based on the following: Minimum fixed charge coverage Minimum EBITDA Minimum liquidity (Revolver capacity plus Cash) Subject to availability of cash after the effect of the excess cash flow sweep on Senior Debt Required performance thresholds are tested annually upon receipt of audited financials

93. Low-cost, mission-critical parts

94. Management team staying in place and motivated by first time equity ownership

95. Unique recessionary dynamicsABC Company manufactures fuel pumps for industrial applications and has close to 100% market share for new U.S.-manufactured locomotives

96. Senior Bank Debt 2.0 x Capital Structure for ABC Company $6.5MM Mezzanine Debt 3.0x $3.5MM Greyrock Capital Seller Note 4.0x $3.0MM Equity 5.0x $3.0MM

97. Co-Sponsor Relationship Leverage Capital Earn Carry PEG Duties Control Build Track Record Provide Capital Knowledge Base and CEO Relationships Experience with Senior Providers Springing Control Capital Return before Carry

98. Mezzanine/Subordinated Debt Panel ?? Questions ?? Northwest Growth Financing Conference

100. The Private Equity Landscape has Shifted Market conditions have changed significantly at every level of the private equity marketplace. But with change comes opportunity, and this is particularly true for private equity investors. Our panelists represent some of the most active private equity investors in the Pacific Northwest marketplace. They will share their perspective on market activity, as well as the deal terms, structure, and valuations they are encountering in today's market. Ed Drosdick – Business Assurance Partner, Moss Adams Chris Britt – Managing Partner, Marwit Capital Mark E. Morris – Partner, Blue Point Capital Partners Bradaigh O. F. Wagner – Principal, Endeavour Capital Robert A. Zielinski – General Partner, Riordan, Lewis & Haden