SC 13D/A

CUSIP No.  536252109 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

LIONBRIDGE TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

536252109

(CUSIP Number)

Gregory L. Summe

Glen Capital Partners

800 South St. Suite 160

Waltham, MA 02453

(617) 229-6320

with a copy to:

Leonard A. Pierce, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

(617) 526-6000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 22, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  536252109 13D/A

	(1)	Names of Reporting Persons Glen Capital Partners Focus Fund, L.P. (f/k/a Glen Capital Partners Fund I, L.P.)
	(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	(3)	SEC Use Only
	(4)	Source of Funds (See Instructions) WC
	(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).  o
	(6)	Citizenship or Place of Organization. Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:			(7)	Sole Voting Power. 0
			(8)	Shared Voting Power. 3,647,309
			(9)	Sole Dispositive Power. 0
			(10)	Shared Dispositive Power. 3,647,309
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person. 4,548,874
	(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).o
	(13)	Percent of Class Represented by Amount in Row (11). 7.1%
	(14)	Type of Reporting Person (See Instructions). PN

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CUSIP No.  536252109 13D/A

	(1)	Names of Reporting Persons Glen Capital Partners GP LLC (f/k/a Glen Capital Partners GP I LLC)
	(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	(3)	SEC Use Only
	(4)	Source of Funds (See Instructions) AF
	(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).  o
	(6)	Citizenship or Place of Organization. Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:			(7)	Sole Voting Power. 0
			(8)	Shared Voting Power. 3,647,309
			(9)	Sole Dispositive Power. 0
			(10)	Shared Dispositive Power. 3,647,309
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person. 4,548,874
	(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).o
	(13)	Percent of Class Represented by Amount in Row (11). 7.1%
	(14)	Type of Reporting Person (See Instructions). OO

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CUSIP No.  536252109						13D/A
	(1)	Names of Reporting Persons Glen Capital Partners LLC
	(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	(3)	SEC Use Only
	(4)	Source of Funds (See Instructions) AF
	(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).  o
	(6)	Citizenship or Place of Organization. Delaware, United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:			(7)	Sole Voting Power. 0
			(8)	Shared Voting Power. 4,360,164
			(9)	Sole Dispositive Power. 0
			(10)	Shared Dispositive Power. 3,647,309
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person. 4,548,874
	(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).o
	(13)	Percent of Class Represented by Amount in Row (11). 7.1%
	(14)	Type of Reporting Person (See Instructions). OO

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CUSIP No.  536252109						13D/A
	(1)	Names of Reporting Persons Gregory L. Summe
	(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	(3)	SEC Use Only
	(4)	Source of Funds (See Instructions) AF
	(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).  o
	(6)	Citizenship or Place of Organization. USA
Number of Shares Beneficially Owned by Each Reporting Person With:			(7)	Sole Voting Power. 0
			(8)	Shared Voting Power. 4,548,874*
			(9)	Sole Dispositive Power. 0
			(10)	Shared Dispositive Power. 3,836,019*
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person. 4,548,874
	(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).o
	(13)	Percent of Class Represented by Amount in Row (11). 7.1%
	(14)	Type of Reporting Person (See Instructions). IN

*  Includes Common Stock held by members of Mr. Summe’s family where he shares voting and investment control.

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CUSIP No. 536252109 13D/A

Item 1. Security and Issuer.

This statement on Schedule 13D/A relates to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership interest in the common stock, par value $0.01 per share (the “Common Stock”), of Lionbridge Technologies, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive office of the Issuer is 1050 Winter Street, Waltham MA 02451.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. Identity and Background.

(a)This statement is filed by:  Glen Capital Partners Focus Fund, L.P. (the “Fund”); Glen Capital Partners LLC (the “Manager”); Glen Capital Partners GP LLC (the “General Partner”); and Gregory L. Summe (“Mr. Summe”).  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Pursuant to the provisions of General Instruction C to Schedule 13D, information in Items 2 through 6 of this Schedule 13D/A is provided with respect to the General Partner and Mr. Summe.

(b)The business address of each of the Reporting Persons is:

Glen Capital Partners

800 South St. Suite 160

Waltham, MA 02453

(c)The present principal business of each of the Reporting Persons is the private investment business.

(d)No Reporting Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)No Reporting Person, during the last five years, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)Citizenship:

Glen Capital Partners Focus Fund, L.P.	Delaware, United States of America
Glen Capital Partners LLC	Delaware, United States of America
Glen Capital Partners GP LLC	Delaware, United States of America
Gregory L. Summe	United States of America

Item 3. Source and Amount of Funds or Other Consideration.

Between August 21, 2014 and September 3, 2015, the Fund acquired an aggregate of 3,647,309 shares of the Issuer’s Common Stock for an aggregate purchase price of approximately $16.4 million.  Such shares were acquired with working capital of the Fund.  188,710 shares of the Issuer’s Common Stock were acquired by members of Mr. Summe’s family between October 24, 2014 and September 11, 2015 for an aggregate purchase price of approximately $1 million.  Such shares were acquired with personal funds of Mr. Summe and his family members.

The following table sets forth all transactions with respect to the Common Stock effected during the past 60 days by any of the Reporting Persons.

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CUSIP No. 536252109 13D/A

Date	Number of Shares	Price Per Share
09/11/2015	19,700	$	5.05
09/11/2015	16,466	$	5.05
09/11/2015	1,924	$	5.04
09/11/2015	1,610	$	5.03
09/11/2015	100	$	5.04
09/11/2015	100	$	5.05
09/11/2015	100	$	5.05
09/09/2015	3,895	$	5.05
09/09/2015	615	$	5.05
09/08/2015	20,000	$	5.10
09/03/2015	17,238	$	5.10
09/01/2015	26,960	$	5.10
08/27/2015	9,405	$	5.20
08/27/2015	1,100	$	5.20
08/27/2015	637	$	5.15
08/26/2015	34,000	$	5.10
08/26/2015	29,500	$	5.05
08/26/2015	4,498	$	5.15
08/26/2015	4,000	$	5.15
08/26/2015	2,600	$	5.06
08/26/2015	2,200	$	5.15
08/26/2015	900	$	5.09
08/26/2015	800	$	5.10
08/26/2015	700	$	5.14
08/26/2015	500	$	5.05
08/26/2015	500	$	5.08
08/26/2015	500	$	5.10
08/26/2015	300	$	5.05
08/26/2015	200	$	5.06
08/26/2015	200	$	5.08
08/26/2015	200	$	5.08
08/26/2015	200	$	5.10
08/26/2015	100	$	5.09

Item 4. Purpose of Transaction.

The Fund acquired the Common Stock reported in this Schedule 13D/A for investment purposes because it believed that the Common Stock was undervalued and represented an attractive investment opportunity.  The Reporting Persons entered into an Irrevocable Proxy and Voting Agreement with Leon G. Cooperman (“Cooperman”) on October 22, 2015 (the “Proxy Agreement”) pursuant to which, among other things, Cooperman granted the Manager an irrevocable proxy to vote shares of the Company owned by Cooperman (whether then owned or acquired thereafter) for so long as the Fund owns shares of the Company.  Cooperman maintains investment discretion over shares of the Company he owns and as such may continue to purchase shares of the Company at his discretion.

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CUSIP No. 536252109 13D/A

The Proxy Agreement provides that that until the one-year anniversary of the Proxy Agreement, Cooperman will not dispose of any Company shares unless the Fund determines to dispose of Company shares.  Any disposition by both the Fund and Cooperman, whether during the one-year lock-up period or thereafter, will be made on a pro rata basis.  As a result of the Proxy Agreement, the Reporting Persons and Cooperman have formed a “group” for purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder.

The Reporting Persons have had multiple discussions with management and the lead director of the Issuer, and expect to maintain a dialogue with management and the board, regarding, among other things, the Issuer’s operations, strategic direction, capital structure and corporate governance (including recommending nominees for the board of directors, the declassification of the board of directors and other governance proposals) and the Reporting Persons’ expectation that management will pursue appropriate measures to enhance shareholder value.  In addition, the Reporting Persons may communicate with other persons regarding the Issuer, including, without limitation, the board of directors of the Issuer, other shareholders of the Issuer and potential strategic or financing partners.

The Reporting Persons will routinely monitor and assess, among other things, (i) the financial condition, operations, prospects, capital structure and management of the Issuer, (ii) the value and price of the Common Stock, (iii) relevant business developments, competitive and strategic matters and prevailing industry and market conditions, (iv) alternative investment opportunities available to the Fund, (v) its liquidity requirements, and (vi) other investment considerations.  On the basis of such assessments, the Reporting Persons may, at any time and from time to time, take such actions with respect to its investment in the Issuer as it deems appropriate, including, without limitation, (i) proposing measures which it believes would enhance shareholder value, (ii) seeking representation on the board of directors of the Issuer, (iii) seeking governance policy changes, (iv) purchasing additional Common Stock or other securities of the Issuer, (v) selling some or all of any securities of the Issuer held by the Fund, or (vi) otherwise changing its intention with respect to any of the matters referenced in this Item 4.

Mr. Summe does not own any shares of the Issuer’s Common Stock in his individual capacity, but, as the sole member of the Manager and General Partner, Mr. Summe is deemed to share voting and dispositive power with respect to the shares held by the Fund and is deemed to share voting power with respect to the shares held by Cooperman for which the Manager has an irrevocable proxy to vote as described above.  Additionally, Mr. Summe is deemed to have shared voting and dispositive power with respect to shares held by members of Mr. Summe’s family where he shares voting and investment control.

Other than as described above, the Reporting Persons do not have any current plans or proposals, but may in the future propose one or more actions, which would result in any of the following:

(a)the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)any change in the present Issuer’s board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)any material change in the present capitalization or dividend policy of the Issuer;

(f)any other material change in the Issuer’s business or corporate structure;

(g)one or more changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions to the extent they may impede the acquisition of control of the Issuer by any person;

(h)causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

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CUSIP No.  536252109 13D/A

(i)a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j)any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

The aggregate percentage of shares of Common Stock reported beneficially owned by each person named herein has been determined in accordance with SEC rules and is based upon 64,512,045 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on August 7, 2015.  The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of Common Stock issuable upon the conversion or exercise of other securities that are immediately convertible or exercisable, or are convertible or exercisable within 60 days of the filing of this Report.

A.Glen Capital Partners Focus Fund, L.P.

(a)As of the closing of business on October 26, 2015, the Fund was the beneficial owner of 4,548,874 shares of the Issuer’s Common Stock, representing a beneficial ownership interest of approximately 7.1% of the outstanding shares of Common Stock.

(b)	1.	Sole power to vote or direct vote:	0
	2.	Shared power to vote or direct vote:	3,647,309
	3.	Sole power to dispose or direct the disposition:	0
	4.	Shared power to dispose or direct the disposition:	3,647,309

(c)The Reporting Persons have not effected any transactions in the Common Stock of the Issuer in the past 60 days, except as described in Item 3 of this Schedule 13D/A, which is incorporated herein by reference.

(d)Except as disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by each of the Reporting Persons.

(e)Not applicable.

B.Glen Capital Partners GP LLC

(a)In its capacity as general partner of the Fund, the General Partner may be deemed to be the beneficial owner of 4,548,874 shares of the Issuer’s Common Stock, representing a beneficial ownership interest of approximately 7.1% of the outstanding shares of Common Stock.

(b)	1.	Sole power to vote or direct vote:	0
	2.	Shared power to vote or direct vote:	3,647,309
	3.	Sole power to dispose or direct the disposition:	0
	4.	Shared power to dispose or direct the disposition:	3,647,309

(c)The Reporting Persons have not effected any transactions in the Common Stock of the Issuer in the past 60 days, except as described in Item 3 of this Schedule 13D/A, which is incorporated herein by reference.

(d)Except as disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by each of the Reporting Persons.

(e)Not applicable.

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CUSIP No.  536252109 13D/A

C.Glen Capital Partners LLC

(a)In its capacity as the adviser of the Fund and as a result of its irrevocable proxy with respect to Common Stock owned by Mr. Cooperman, the Manager may be deemed to be the beneficial owner of 4,548,874 shares of the Issuer’s Common Stock, representing a beneficial ownership interest of approximately 7.1% of the outstanding shares of Common Stock.

(b)	1.	Sole power to vote or direct vote:	0
	2.	Shared power to vote or direct vote:	4,360,164
	3.	Sole power to dispose or direct the disposition:	0
	4.	Shared power to dispose or direct the disposition:	3,647,309

(c)The Reporting Persons have not effected any transactions in the Common Stock of the Issuer in the past 60 days, except as described in Item 3 of this Schedule 13D/A, which is incorporated herein by reference.

(d)Except as disclosed herein, no person other the Cooperman is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by each of the Reporting Persons.

(e)Not applicable.

D.Gregory L. Summe

(a)In his capacity as the sole member of each of the Manager and the General Partner and as a result of the Common Stock held by members of Mr. Summe’s family where he shares voting and investment control, Mr. Summe may be deemed to be the beneficial owner of 4,548,874 shares of the Issuer’s Common Stock, representing a beneficial ownership interest of approximately 7.1% of the outstanding shares of Common Stock.

(b)	1.	Sole power to vote or direct vote:	0
	2.	Shared power to vote or direct vote:	4,548,874	*
	3.	Sole power to dispose or direct the disposition:	0
	4.	Shared power to dispose or direct the disposition:	3,836,019	*

(c)The Reporting Persons have not effected any transactions in the Common Stock of the Issuer in the past 60 days, except as described in Item 3 of this Schedule 13D/A, which is incorporated herein by reference.

(d)Except as disclosed herein, no person other the Cooperman is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by each of the Reporting Persons.

(e)Not applicable.

*  Includes Common Stock held by members of Mr. Summe’s family where he shares voting and investment control.

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CUSIP No.  536252109 13D/A

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information regarding the Proxy Agreement (filed herewith) under Item 4 is incorporated herein by reference in its entirety.

Item 7. Material to be Filed as Exhibits.

The following documents are filed as Exhibits to this statement:

Exhibit Number	Exhibit Description
99.1	Joint Filing Agreement
99.2	Irrevocable Proxy and Voting Agreement dated as of October 22, 2015

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CUSIP No.  536252109 13D/A

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

/s/ Gregory L. Summe

Gregory L. Summe, individually, and as sole member of Glen Capital Partners LLC and Glen Capital Partners GP LLC for itself and as the general partner of Glen Capital Partners Focus Fund, L.P.

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EX-99.1

EXHIBIT 99.1

CUSIP No.  536252109 13D/A

JOINT FILING AGREEMENT

The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D/A to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13D/A jointly on behalf of each such party.

/s/ Gregory L. Summe

Gregory L. Summe, individually, and as sole member of Glen Capital Partners LLC and Glen Capital Partners GP LLC for itself and as the general partner of Glen Capital Partners Focus Fund, L.P.

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EX-99.2

EXHIBIT 99.2

IRREVOCABLE PROXY AND VOTING AGREEMENT

This Irrevocable Proxy and Voting Agreement (this “Agreement”), dated October 22, 2015 (the “Effective Date”), is made by and between Glen Capital Partners, LLC, a Delaware limited partnership (“Glen Capital”), and Leon G. Cooperman, an individual (“Cooperman”).

WHEREAS, from and after the Effective Date, Glen Capital and Cooperman desire to work together to provide more effective support to Lionbridge Technologies, Inc., a Delaware corporation (the “Company”), to seek to create shareholder value; and

WHEREAS, Cooperman desires for Glen Capital to lead the implementation of such support and, in order to facilitate such action, desires to grant Glen Capital an irrevocable proxy to vote all Company Shares (as defined in Section 3 below) currently beneficially owned by, as well as all Company Shares in the future beneficially owned by, Cooperman on the terms and conditions set forth in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Grant of Proxy. Cooperman hereby irrevocably (to the fullest extent permitted by law, but only for the duration of the “Term” as defined in Section 4 below) appoints Mr. Gregory L. Summe, the Managing Partner of Glen Capital (“Summe”), as Cooperman’s sole and exclusive attorney-in-fact and proxy, with full power of substitution and resubstitution, to vote and exercise during the Term (but only during the Term), in a manner Summe deems in his sole discretion appropriate, all voting, consent and similar rights (to the full extent that Cooperman himself would be entitled to so vote and exercise them, and including, without limitation, the power to execute and deliver written consents) at every annual, special or adjourned meeting of holders of any security issued by the Company and in every written consent in lieu of such a meeting, with respect to any and all “Cooperman Shares” (as defined in Section 3.4 below) on the terms and conditions set forth in this Agreement. Upon the execution of this Agreement, any and all prior proxies given by Cooperman with respect to the Cooperman Shares are hereby revoked and, subject to the terms and conditions set forth in this Agreement, Cooperman agrees not to grant during the Term any subsequent proxies with respect to the Cooperman Shares if and to the extent inconsistent with this Section 1.

2.Binding. The proxy granted pursuant to this Agreement is irrevocable to the fullest extent permitted by law and is coupled with an interest. The obligations of each party hereto shall be binding upon him or it and on any successors, heirs and assigns.

3.Certain Defined Terms.

3.1“Applicable Law” means, with respect to any party, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule or regulation enacted, adopted, promulgated or applied by any governmental authority whatsoever that is binding upon such party or such party’s assets.

3.2“Company Shares” means all shares of the Company’s capital stock (including, without limitation, shares of the Company’s common stock, par value $0.01 per share) and other securities issued by the Company.

3.3“Contract” means any contract, agreement, note, bond, indenture, mortgage, guarantee, option, lease, license, sales or purchase order, warranty, commitment or other instrument, obligation or binding arrangement or understanding of any kind.

3.4“Cooperman Shares” means all Company Shares that Cooperman beneficially owns on the Effective Date or that Cooperman may beneficially own after the Effective Date. In the event that on or after the Effective Date (but prior to the expiration of the Term) any Company Shares are issued on, or in exchange for, any of the Cooperman Shares by reason of any stock dividend, stock split, share consolidation, reclassification or other consolidation or event involving the Company, such Company Shares shall be deemed to be Cooperman Shares for all purposes of this Agreement. Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) the Cooperman Shares do not include any Company Shares acquired by Cooperman after the expiration of the Term and (ii) any Company Shares subsequently transferred, sold or disposed of by Cooperman as permitted in and accordance with Section 8 below shall, from and after such transfer, sale or disposal, cease to be Cooperman Shares.

3.5“Glen Capital Group” means collectively Glen Capital, Summe, Glen Capital General Partner LLC and Glen Capital Partners Focus Fund, L.P.

3.6“Order” means, with respect to any party, any order, injunction, judgment, decree or ruling enacted, adopted, promulgated or applied by any governmental authority whatsoever, or by any arbitrator, that is binding upon such party or his or its property.

4.Term. Except as set forth in Section 10 below, the term (the “Term”) of this Agreement shall commence on the Effective Date and terminate on the first date as of which no member of the Glen Capital Group (or their respective nominees, if any) owns of record (i) any Company Shares or (ii) any other shares or securities of the Company issued or issuable in respect thereof on or after the Effective Date.

5.Glen Capital’s Representations, Warranties and Covenants. Glen Capital hereby represents, warrants, undertakes, covenants and agrees to and with Cooperman that:

5.1The Glen Capital Group (through one or more of its members) is the beneficial owner and record holder of, and has the sole voting power over, that number of Company Shares (excluding for this purpose the Cooperman Shares) set forth opposite Glen Capital’s name on the signature page hereto (the “Glen Capital Shares”). All of the Glen Capital Shares are free of any encumbrance or other restriction that would impair Glen Capital’s ability to fully comply with this Agreement in accordance with its terms. No person not a signatory to this Agreement has a beneficial ownership interest in, or a right to acquire or vote, any of the Glen Capital Shares (other than members of the Glen Capital Group). The number of Glen Capital Shares set forth opposite Glen Capital’s name on the signature page hereto constitutes Glen Capital’s entire beneficial ownership interest in the outstanding Company

2

Shares (excluding for this purpose the Cooperman Shares) as of the Effective Date, and Glen Capital is not the beneficial owner or record holder of, and does not exercise voting power over, any other outstanding Company Shares (excluding for this purpose the Cooperman Shares) as of the Effective Date.

5.2Glen Capital has all requisite power, authority, capacity and legal right to enter into and deliver, and to fully perform its obligations under, this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Glen Capital and, assuming the due authorization, execution and delivery of this Agreement by Cooperman, constitutes a valid and legally binding obligation of Glen Capital, enforceable against Glen Capital in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity.

5.3The execution and delivery by Glen Capital of, and the performance by Glen Capital of its obligations under, this Agreement do not (and during the Term, will not): (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any Contract to which any member of the Glen Capital Group is a party or by which any assets of any member of the Glen Capital Group is bound; or (ii) violate any Order or Applicable Law applicable to any member of the Glen Capital Group or any assets of any member of the Glen Capital Group, except for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, materially and adversely affect Glen Capital’s ability to fully perform its obligations set forth in this Agreement.

5.4As of the Effective Date, no member of the Glen Capital Group is in possession of any material, nonpublic information (“MNPI”) relating to the Company, and Glen Capital shall not communicate to Cooperman any MNPI of which any member of the Glen Capital Group may at any time come into possession.

5.5Except with Cooperman’s prior written consent, Glen Capital shall not make any statements or representations in Cooperman’s name in any regulatory filings, or in any communications with the Company or other constituencies, that it might make with respect to the transactions contemplated hereby, other than (i) to state that Glen Capital has the exclusive right to vote the Cooperman Shares on all matters submitted to the Company’s shareholders for vote or consent and (ii) language identifying Cooperman as a member, collectively with the members of the Glen Capital Group, of a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in any Schedule 13D filings made by the Glen Capital Group with respect to the Company.

6.Cooperman’s Representations, Warranties and Covenants. Cooperman hereby represents, warrants, undertakes, covenants and agrees to and with Glen Capital that:

6.1Cooperman is the beneficial owner and record holder of, and has the sole voting power over, that number of Company Shares set forth opposite Cooperman’s name on the signature page hereto. All of the Cooperman Shares are free of any encumbrance or other restriction that would impair Cooperman’s ability to grant the proxy pursuant to Section 1 above or otherwise fully comply with this Agreement in accordance with its terms. No person not a

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signatory to this Agreement has a beneficial ownership interest in, or a right to acquire or vote, any of the Cooperman Shares (other than, if Cooperman is a married individual and resides in a state with community property laws, the community property interest of his spouse to the extent applicable under such laws). The number of Cooperman Shares set forth opposite Cooperman’s name on the signature page hereto constitutes Cooperman’s entire beneficial ownership interest in the outstanding Company Shares as of the Effective Date, and Cooperman is not the beneficial owner or record holder of, and does not exercise voting power over, any other outstanding Company Shares as of the Effective Date.

6.2Cooperman has all requisite power, authority, capacity and legal right to enter into and deliver, and to fully perform his obligations under, this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Cooperman and, assuming the due authorization, execution and delivery of this Agreement by Glen Capital, constitutes a valid and legally binding obligation of Cooperman, enforceable against Cooperman in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity.

6.3The execution and delivery by Cooperman of, and the performance by Cooperman of his obligations under, this Agreement do not (and during the Term, will not): (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any Contract to which Cooperman is a party or by which any of Cooperman’s assets is bound; or (ii) violate any Order or Applicable Law applicable to Cooperman or any of Cooperman’s assets, except for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, materially and adversely affect Cooperman’s ability to fully perform his obligations set forth in this Agreement.

6.4As of the Effective Date, Cooperman is not in possession of any MNPI relating to the Company, and Cooperman shall not communicate to any member of the Glen Capital Group any MNPI of which Cooperman may at any time come into possession.

7.Purchase of Company Shares. Cooperman may purchase Company Shares in such amounts and at such times as he may from time to time determine in his sole discretion, and Cooperman shall execute all such transactions, if any, on his own behalf and hold all Cooperman Shares in his own account. Cooperman shall notify Glen Capital within one (1) business day after he acquires any beneficial ownership interest in any Company Shares or otherwise takes a position related to the Company.

8.Transfers of Company Shares. To implement the provisions of this Section 8, Cooperman and the Glen Capital Group agree to cooperate with each other to coordinate the orderly disposition of the Company Shares pursuant to this Section 8.

8.1Restriction on Cooperman Shares during the Restricted Period. During the period commencing on the Effective Date and expiring on the first anniversary thereof (the “Restricted Period”), Cooperman shall not, directly or indirectly, transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, or encumber (collectively, “transfer”) any Cooperman

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Shares, or enter into a Contract to do so, except as set forth in Section 8.2 below; provided, however, that, notwithstanding the foregoing or anything else in this Agreement to the contrary, Cooperman may, at any time or from time to time during the Restricted Period, grant one or more security interests in any or all of the Cooperman Shares to one or more unaffiliated third parties, provided that the proxy granted pursuant to Section 1 above is not impaired thereby in any manner.

8.2Exception to Restriction on Cooperman Shares during the Restricted Period. Notwithstanding Section 8.1 above or anything else to the contrary herein contained, Cooperman may, on the terms set forth in this Section 8.2, transfer Cooperman Shares during the Restricted Period if Glen Capital determines, in its sole discretion, to transfer any Company Shares owned of record by any member(s) of the Glen Capital Group (including such members’ respective nominees, if any) during the Restricted Period. To implement the foregoing, Glen Capital shall provide written notice to Cooperman at least three (3) business days prior to the contemplated transfer by any member of the Glen Capital Group of any Company Shares during the Restricted Period, which notice shall include the date of such contemplated transfer, the percentage of its then total Company Share position (cumulating for such purpose all Company Shares then owned of record by members of the Glen Capital Group and by their respective nominees, if any, respectively) proposed to be then transferred by the Glen Capital Group (the “Glen Capital Transfer Percentage”), and the number of Company Shares implied by that percentage; and Cooperman, if he wishes to participate in such contemplated transfer, shall provide written counter-notice to Glen Capital by not later than the end of the business day immediately preceding the date of such contemplated transfer of his decision to participate in such contemplated transfer and the percentage of his then total Cooperman Share position (cumulating for such purpose all Cooperman Shares then owned of record by him and by his nominees, if any, respectively) he wishes to have included (up to but not exceeding the Glen Capital Transfer Percentage, as Cooperman shall in his sole and absolute discretion elect); provided, however, that Cooperman may only transfer Cooperman Shares pursuant to this Section 8.2 if, and as to which, he shall have duly and timely provided such written counter-notice to Glen Capital, and then only up to but not exceeding the Glen Capital Transfer Percentage of his then total Cooperman Share position. Each party shall be responsible for effecting the transfer of its own Company Shares or Cooperman Shares, as the case may be, pursuant to this Section 8.2, and shall notify the other party promptly following the end of trading for each day on which any portion of such transfer is effected or sought to be effected of the status of such transfer, disclosing any fills, partial fills, or change in its transfer intentions. If Cooperman elects not to so participate (or continue to participate), or fails to duly and timely notify Glen Capital of his decision to so participate, then Glen Capital shall be free to transfer the number of Company Shares set forth in its written notice aforesaid without restriction under this Agreement.

8.3Restriction on Cooperman Shares after the Restricted Period. After the end of the Restricted Period, Cooperman may, in his sole and absolute discretion and without restriction as to timing or amount(s), transfer, in one or more transactions, any or all of the Cooperman Shares; provided, however, that if at the time of any such contemplated transfer any member of the Glen Capital Group (including such members’ respective nominees, if any) owns of record any Company Shares, Cooperman shall provide written notice to Glen Capital at least three (3) business days prior to effecting such transfer of his decision to do so, which notice shall

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include the date of such contemplated transfer, the percentage of his then total Cooperman Share position (cumulating for such purpose all Cooperman Shares then owned of record by him and by his nominees, if any, respectively) proposed to be then transferred by Cooperman (the “Cooperman Transfer Percentage”), and the number of Cooperman Shares implied by that percentage; and Glen Capital, if it wishes to participate in such contemplated transfer, shall provide written counter-notice to Cooperman by not later than the end of the business day immediately preceding the date of such contemplated transfer of its decision to participate in such contemplated transfer and the percentage of its then total Company Share position (cumulating for such purpose all Company Shares then owned of record by members of the Glen Capital Group and by their respective nominees, if any, respectively) it wishes to have included (up to but not exceeding the Cooperman Transfer Percentage, as Glen Capital shall in its sole and absolute discretion elect); provided, however, that Glen Capital may only transfer Company Shares pursuant to this Section 8.3 if, and as to which, it shall have duly and timely provided such written counter-notice to Cooperman, and then only up to but not exceeding the Cooperman Transfer Percentage of its then total Company Share position. Each party shall be responsible for effecting the transfer of its own Company Shares or Cooperman Shares, as the case may be, pursuant to this Section 8.3, and shall notify the other party promptly following the end of trading for each day on which any portion of such transfer is effected or sought to be effected of the status of such transfer, disclosing any fills, partial fills, or change in its transfer intentions. If Glen Capital elects not to so participate (or continue to participate), or fails to duly and timely notify Cooperman of its decision to so participate, then Cooperman shall be free to transfer the number of Cooperman Shares set forth in his written notice aforesaid without restriction under this Agreement.

8.4Restriction on Glen Capital Shares after the Restricted Period. After the end of the Restricted Period, Glen Capital shall provide written notice to Cooperman of any decision to transfer Company Shares owned of record by any member(s) of the Glen Capital Group (or such members’ respective nominees, if any) at least three (3) business days prior to effecting such transfer, which notice shall include the date of such contemplated transfer, the Glen Capital Transfer Percentage, and the number of Company Shares implied by that percentage; and Cooperman, if he wishes to participate in such contemplated transfer, shall provide written counter-notice to Glen Capital by not later than the end of the business day immediately preceding the date of such contemplated transfer of his decision to participate in such contemplated transfer and the percentage of his then total Cooperman Share position (cumulating for such purpose all Cooperman Shares then owned of record by him and by his nominees, if any, respectively) he wishes to have included (up to but not exceeding the Glen Capital Transfer Percentage, as Cooperman shall in his sole and absolute discretion elect); provided, however, that Cooperman may only transfer Cooperman Shares pursuant to this Section 8.4 if, and as to which, he shall have duly and timely provided such written counter-notice to Glen Capital, and then only up to but not exceeding the Glen Capital Transfer Percentage of his then total Cooperman Share position. Each party shall be responsible for effecting the transfer of its own Company Shares or Cooperman Shares, as the case may be, pursuant to this Section 8.4, and shall notify the other party promptly following the end of trading for each day on which any portion of such transfer is effected or sought to be effected of the status of such transfer, disclosing any fills, partial fills, or change in its transfer intentions. If Cooperman elects not to so participate (or continue to participate), or fails to duly and timely notify Glen Capital of his decision to so participate, then Glen Capital shall be free to transfer the

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number of Company Shares set forth in its written notice aforesaid without restriction under this Agreement.

9.Expenses. Cooperman shall not be responsible for any out-of-pocket (including, without limitation, legal, filing, proxy and public relations) expenses incurred by any member(s) of the Glen Capital Group associated with their ownership of Company Shares or the matters contemplated by this Agreement, all of which shall be borne exclusively by such Glen Capital Group member(s). Similarly, no member of the Glen Capital Group shall be responsible for any out-of-pocket (including, without limitation, legal, filing, proxy and public relations) expenses incurred by Cooperman associated with his ownership of Company Shares or the matters contemplated by this Agreement, all of which shall be borne exclusively by Cooperman. For the avoidance of doubt (and without limiting the generality of the foregoing), brokerage fees incurred by Cooperman or by members of the Glen Capital Group shall be borne exclusively by the respective party incurring such fees.

10.Compensation to Glen Capital. In consideration of Glen Capital’s proxy-voting services and its taking the lead in seeking to provide support to the Company to create shareholder value, Cooperman shall pay Glen Capital a performance fee in an amount equal to ten percent (10%) of Cooperman’s net realized profits (if any) on periodic sales, transfers or other dispositions of Cooperman Shares by Cooperman, whether occurring during or after the expiration of the Term, promptly after each such sale, transfer or other disposition; provided, however, that any such performance fee shall be contingent on Cooperman’s earning a net internal rate of return of his investment in the Company Shares, from and after the Effective Date, of at least eight percent (8%) per annum. For the avoidance of doubt, this Section 10 shall continue in effect until the sale, transfer or other disposition of all Cooperman Shares by Cooperman.

11.No Advisory or Similar Services. Cooperman acknowledges and agrees that under this Agreement, no member of the Glen Capital Group shall be responsible for (i) advising Cooperman as to the value of the Company Shares or as to the advisability of investing in, purchasing or selling Company Shares, (ii) providing continuous and regular supervisory or management services to Cooperman, or (iii) arranging or effecting Cooperman’s purchase or sale of Company Shares.

12.Regulatory Filings; Compliance with Applicable Law. Each party shall be responsible for making its or his own regulatory filings in respect of its or his beneficial ownership (or change of beneficial ownership) interest in Company Shares and for its or his compliance with Applicable Law. Notwithstanding anything to the contrary contained in this Agreement, each party shall be permitted to make any disclosure or filing required by, and to otherwise comply with, Applicable Law (including, without limitation, pursuant to Section 13(d) of the Exchange Act).

13.Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of New York applicable to contracts made between residents of that state, entered into and to be wholly performed within that state, without reference to (i) the parties’ actual respective states of domicile or residence or (ii) any conflict of laws rules or other principles that might require or permit the application of the laws of any other

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jurisdiction. This Agreement constitutes the parties’ entire agreement, arrangement and understanding, whether oral or written, with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, arrangements and understandings, whether oral or written, with respect to such subject matter. This Agreement may not be amended, modified or altered, nor any provision varied or waived, except by an express writing executed by all of the parties. Each party hereto agrees to execute such further documents and writings, and to perform such other actions (including providing information to the other party), as may be or become reasonably necessary to effectuate and carry out the purposes and intent of this Agreement, including, without limitation, to permit any party to comply with its obligations under Section 13(d) of the Exchange Act. This Agreement may be executed in counterpart form, each of which will be deemed an original but all of which together shall constitute one and the same instrument. If any provision of this Agreement shall become, or be declared by a court of competent jurisdiction to be, illegal, unenforceable or void to any extent or in any instance, such provision shall, to the extent necessary, be severed from this Agreement and shall to that extent be replaced with a legal, valid and enforceable provision that will achieve, to the greatest extent possible, the same economic, business and other purposes of the severed provision; and the balance of this Agreement shall be enforceable in accordance with its terms.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement, or have caused it to be executed by their respective officers or other representatives thereunto duly authorized, as of the date first above written.

GLEN CAPITAL PARTNERS, LLC (by Gregory L. Summe, its Managing Partner) GLEN CAPITAL GENERAL PARTNER LLC (by Gregory L. Summe, its Managing Partner) GLEN CAPITAL PARTNERS FOCUS FUND, LP (by Glen Capital General Partner LLC, its General Partner, by Gregory L. Summe, its Managing Partner) GREGORY L. SUMME (individually):
By:	/s/ Gregory L. Summe	Number of Company Shares beneficially
	Gregory L. Summe	owned as of the Effective Date: 3,836,019
COOPERMAN:
/s/ Leon G. Cooperman		Number of Company Shares beneficially
	Leon G. Cooperman	owned as of the Effective Date: 712,855

[Signature Page to Irrevocable Proxy and Voting Agreement]