Joinder to Shareholders' Agreement by Additional Investors and Spouses

Summary

This document is a Joinder to a Shareholders' Agreement dated July 6, 1999, allowing new investors and certain spouses to become parties to the original agreement. By signing, each new party agrees to be bound by all terms of the Shareholders' Agreement as an Invited Investor. The document lists the names, execution dates, and authorized signatories for each joining party, including both institutional investors and individuals, as well as spousal consents where applicable.

EX-10.2.1 13 d82315ex10-2_1.txt FORM OF JOINDER TO SHAREHOLDERS AGREEMENT 1 EXHIBIT 10.2.1 JOINDER TO SHAREHOLDERS' AGREEMENT This Joinder is executed pursuant to the terms of the Shareholders' Agreement dated as of July 6, 1999 as amended from time to time, a copy of which is attached hereto (the "Shareholders' Agreement"). By the execution of this Joinder the undersigned hereby agrees to be bound by all of the provisions of the Shareholders' Agreement as an Invited Investor. IN WITNESS WHEREOF, this Joinder has been duly executed effective as of [SEE ITEM 1 ANNEX A]. [SEE ITEM 2 ANNEX A] 2 ANNEX A [JOINDER TO SHAREHOLDERS' AGREEMENT] The foregoing form of Joinder was entered into by eleven Shareholders. The information omitted from the foregoing form of Joinder with respect to such Shareholders, which are designated below as parties A through K, is set forth below: ITEM 1 Party A: January 11, 2000 Party B: May 12, 2000 Party C: May 12, 2000 Party D: May 31, 2000 Party E: May 31, 2000 Party F: May 31, 2000 Party G: May 31, 2000 Party H: May 31, 2000 Party I: May 31, 2000 Party J: May 31, 2000 Party K: May 31, 2000 Party L: May 31, 2000 Party M: May 31, 2000 Party N: May 31, 2000 Party O: January 11, 2000 Party P: January 11, 2000 Party Q: January 11, 2000 Party R: January 10, 2000 Party S: January 10, 2000 ITEM 2 Party A: BANC OF AMERICA MANAGEMENT CORPORATION /s/ JAMES M. BABCOCK James M. Babcock Authorized Signatory Party B: /s/ THOMAS J. MALONEY Thomas Maloney Party C: /s/ BETTI BOERS MALONEY Betti Boers Maloney Party D: BANCBOSTON INVESTMENTS, INC. /s/ THERESA A. NIBI Theresa A. Nibi Party E: DLJ ESC II, L.P. By: DLJ LBO PLANS MANAGEMENT CORPORATION, as general partner By: /s/ IVY DODES Name: Ivy Dodes Title: Vice President

3 Party F: DLJ INVESTMENT PARTNERS, L.P. By: DLJ INVESTMENT PARTNERS, INC., as managing general partner By: /s/ IVY DODES Name: Ivy Dodes Title: Vice President Party G: DLJ INVESTMENT PARTNERS II, L.P. By: DLJ INVESTMENT PARTNERS II, INC., as managing general partner By: /s/ IVY DODES Name: Ivy Dodes Title: Vice President Party H: DLJ INVESTMENT FUNDING II, INC. By: /s/ IVY DODES Name: Ivy Dodes Title: Vice President Party I: AIG PRIVATE EQUITY (BERMUDA) LTD. By: /s/ L.M. MURPHY Name: L.M. Murphy Title: Vice President and Secretary Party J: BIRMINGHAM FIRE INSURANCE COMPANY OF PENNSYLVANIA By: /s/ DAVID PINKERTON Name: David Pinkerton Title: Vice President Party K: RELIASTAR FINANCIAL CORP. By: /s/ MARK S. JORDAHL Name: Mark S. Jordahl Title: Senior Vice President Party L: DB CAPITAL INVESTORS, LP By: /s/ CHARLES AYERS Name: Charles Ayers Title: Managing Director Party M: THE PHOENIX INSURANCE COMPANY By: /s/ STEVEN HARTT Name: Steven Hartt Title: Investment Officer Party N: THE TRAVELERS INDEMNITY COMPANY By: /s/ STEVEN HARTT Name: Steven Hartt Title: Investment Officer Party O: /s/ JOHN R. FREELAND John R. Freeland Party P: /s/ MICHAEL S. MILLER Michael S. Miller

4 Party Q: /s/ FRANK N. PAGE Frank N. Page Party R: /s/ JOHN R. TRINCHERE John R. Trinchere Party S: /s/ THOMAS F. LEMKER Thomas F. Lemker Party T: /s/ KAREN D. FREELAND Spouse Karen D. Freeland, executed on January 11, 2000 pursuant to Spousal Consent Party U: /s/ SHERRI L. MILLER Spouse Sherri L. Miller, executed on January 11, 2000 pursuant to Spousal Consent Party V: /s/ SHEILA M. PAGE Spouse Sheila M. Page, executed on January 11, 2000 pursuant to Spousal Consent Party W: /s/ SUSAN K. TRINCHERE Spouse Susan K. Trinchere, executed on January 10, 2000 pursuant to Spousal Consent Party X: /s/ EVA G. LEMKER Spouse Eva G. Lemker, executed on January 10, 2000 pursuant to Spousal Consent