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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]
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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/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
Authorized Signatory
Party B: /s/ XXXXXX X. XXXXXXX
Xxxxxx Xxxxxxx
Party C: /s/ XXXXX XXXXX XXXXXXX
Xxxxx Xxxxx Xxxxxxx
Party D: BANCBOSTON INVESTMENTS, INC.
/s/ XXXXXXX X. XXXX
Xxxxxxx X. Xxxx
Party E: DLJ ESC II, L.P.
By: DLJ LBO PLANS MANAGEMENT CORPORATION, as general partner
By: /s/ XXX XXXXX
Name: Xxx Xxxxx
Title: Vice President
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Party F: DLJ INVESTMENT PARTNERS, L.P.
By: DLJ INVESTMENT PARTNERS, INC., as managing general partner
By: /s/ XXX XXXXX
Name: Xxx Xxxxx
Title: Vice President
Party G: DLJ INVESTMENT PARTNERS II, L.P.
By: DLJ INVESTMENT PARTNERS II, INC., as managing general partner
By: /s/ XXX XXXXX
Name: Xxx Xxxxx
Title: Vice President
Party H: DLJ INVESTMENT FUNDING II, INC.
By: /s/ XXX XXXXX
Name: Xxx Xxxxx
Title: Vice President
Party I: AIG PRIVATE EQUITY (BERMUDA) LTD.
By: /s/ X.X. XXXXXX
Name: X.X. Xxxxxx
Title: Vice President and Secretary
Party J: BIRMINGHAM FIRE INSURANCE COMPANY OF PENNSYLVANIA
By: /s/ XXXXX XXXXXXXXX
Name: Xxxxx Xxxxxxxxx
Title: Vice President
Party K: RELIASTAR FINANCIAL CORP.
By: /s/ XXXX X. XXXXXXX
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Party L: DB CAPITAL INVESTORS, LP
By: /s/ XXXXXXX XXXXX
Name: Xxxxxxx Xxxxx
Title: Managing Director
Party M: THE PHOENIX INSURANCE COMPANY
By: /s/ XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Investment Officer
Party N: THE TRAVELERS INDEMNITY COMPANY
By: /s/ XXXXXX XXXXX
Name: Xxxxxx Xxxxx
Title: Investment Officer
Party O: /s/ XXXX X. XXXXXXXX
Xxxx X. Xxxxxxxx
Party P: /s/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
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Party Q: /s/ XXXXX X. PAGE
Xxxxx X. Page
Party R: /s/ XXXX X. XXXXXXXXX
Xxxx X. Xxxxxxxxx
Party S: /s/ XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx
Party T: /s/ XXXXX X. XXXXXXXX
Spouse
Xxxxx X. Xxxxxxxx, executed on January 11, 2000 pursuant to Spousal
Consent
Party U: /s/ XXXXXX X. XXXXXX
Spouse
Xxxxxx X. Xxxxxx, executed on January 11, 2000 pursuant to Spousal
Consent
Party V: /s/ XXXXXX X. PAGE
Spouse
Xxxxxx X. Page, executed on January 11, 2000 pursuant to Spousal
Consent
Party W: /s/ XXXXX X. XXXXXXXXX
Spouse
Xxxxx X. Xxxxxxxxx, executed on January 10, 2000 pursuant to Spousal
Consent
Party X: /s/ XXX X. XXXXXX
Spouse
Xxx X. Xxxxxx, executed on January 10, 2000 pursuant to Spousal
Consent