LaSalle Bank: Presentation for M&A Today

1. LaSalle Bank: Presentation for M&A Today Presented by: Aimee Daniels Senior Vice President Commercial Banking (312) 904-8914 aimee.daniels@abnamro.com

2. Table of Contents • LaSalle Bank/ABN AMRO • LaSalle’s Commercial Focus • Transaction Parameters • Representative Deals • Things to Avoid/Mistakes People Make • Things Which Help Your Deal

3. LaSalle Bank/ABN AMRO • LaSalle $55 billion bank headquartered in Chicago/similar size Bank in Michigan (Standard Federal) operated under same management and market approach. • Focus on commercial banking, retail (consumer) banking, and mortgage business. • Heavy focus on Middle Market (Companies $5 - $500 million in sales). • Geographic Footprint/Midwest - Offices in Des Moines, Indianapolis, Michigan, Milwaukee, Cleveland, Cincinnati, Rockford, Peoria, St. Louis, Minneapolis, Pittsburgh, Denver, Miami, Tampa . Opening soon in Atlanta. • Some industry specialization in lending (growing trend) with specialties in Insurance, Bank and Non-Bank Financial Institutions, Surface Transportation, Technology, Construction and Engineering, Domestic Subsidiaries of International Companies, Power/Energy, Food Distribution Companies, Health Care Companies (for profit and not for profit) • ABN AMRO (Dutch Parent) in over 75 countries (one of top 15 banks in world). • ABN Focus is large corporate. US entity is now LaSalle Bank NA.

4. LaSalle’s Commercial Focus • Primarily companies between $5 - $500 million in sales • Divided by sales size • Downtown Bank (companies > $50 million • Metropolitan Banking (companies < $50 million) • Technology Practice is a national practice and includes software companies, information and business services. We also work with companies connected to technology industry or who are big users of technology.

5. Transaction Parameters • Software • Historically underwritten by EBITDA multiple only with maximum set between 2.25 – 2.5x. • EBITDA substantiated by recurring maintenance revenue stream and stability of business. (The higher the recurring revenue as a % of sales the better.) • On smaller transactions or in situations where EBITDA multiples do not hold up, lending may still be based on conventional A/R approach. • Information and Business Services • Depends on nature of the business. • In many cases EBITDA multiple is still the driver but issue or “air” often comes up. • Similar multiples to software companies. • May be difficult to substantiate sustainability of EBITDA except by looking at historical trends. • For consulting oriented businesses, conventional advance rates are used with adjustments depending on billing practices and frequency as well as contractual issues. * Whether the business can be viewed as a candidate for a cashflow loan depends on its size. In general, must be > $20MM in sales and $2MM in EBITDA.

6. Representative Acquisition Deals • Marketing Services Company (closed 7/03) • Finance Multiple > 2.5x • A/R did not support desired borrowings • Air could be eliminated in 18 – 24 months • Private Equity firm provided guarantee for air which reduced as air reduced • Recurring Revenue Marketing Related • Existing client acquiring firm which allows them to expand base of potential clients • Limited A/R • Cashflow multiple low < 1x using strength of existing customer/ acquiring company history had some bumps • Multiple of company acquiring is 8x • Could repay bank exposure in < 2 ½ years using cashflow of existing client • Acquisition is profitable

7. Things to Avoid/Mistakes People Make • Excessive EBITDA addbacks • Banks underwrite the past with reasonable adjustments (ex. Margin improvements, cost cuts, etc.) • Must be able to prove them • Choosing the Wrong Bank • Make sure they understand your industry • Make sure they understand structured/leveraged transactions • Understand what happens in a workout situation • Not being organized/not providing information in a timely manner • Have a packet available for the Bank upfront including historical financials, projections and general background including industry information. Set the tone of how you want the bank to look at your business. • Make sure you have the right financial staff or use an outside firm if necessary. • Setting unrealistic deadlines. • Although it is possible to close a deal within 30 days, it is better to allow 45 – 60 especially if you need more than one bank. (>$20 - $30MM in borrowings) • If you are in a hurry, the deal can’t change a lot. (ex. Structure of debt offering)

8. Things Which Help Your Deal • The right sponsor (if applicable) • The right management team (yours or theirs) • The right capital structure • Make sure you have enough equity/subdebt • The right business segment (future outlook, historical experience of Banks, etc. • The right technology and platform