Exhibit 99.03
_________________________________________________________________
Option, Transfer and Registration Agreement
among
United States Filter Corporation,
Thomas J. Goulet
and
M&I Ventures Corporation
dated as of
September 30, 1996
_________________________________________________________________
Option, Transfer and Registration Agreement
among
United States Filter Corporation,
Thomas J. Goulet
and
M&I Ventures Corporation
dated as of
September 30, 1996
TABLE OF CONTENTS
PAGE
1. Certain Definitions . . . . . . . . . . . . . . . . 1
2. Restrictions on Transferability . . . . . . . . . . 2
3. Restrictive Legends . . . . . . . . . . . . . . . . 2
4. Notice of Proposed Transfers . . . . . . . . . . . . 3
5. Company Registration . . . . . . . . . . . . . . . . 4
6. Expenses of Registration . . . . . . . . . . . . . . 5
7. Indemnification . . . . . . . . . . . . . . . . . . 5
8. Obligations of the Company . . . . . . . . . . . . . 7
9. Securities Law Compliance . . . . . . . . . . . . . 7
10. Standoff Agreement . . . . . . . . . . . . . . . . 7
11. Rule 144 Requirements . . . . . . . . . . . . . . . 7
12. Put Right and Call Offer . . . . . . . . . . . . . 8
13. Amendment . . . . . . . . . . . . . . . . . . . . . 9
14. Investment Representation. . . . . . . . . . . . . . 9
15. Notices, etc.. . . . . . . . . . . . . . . . . . . . 9
16. Entire Agreement; Severability . . . . . . . . . . . 10
17. Governing Law . . . . . . . . . . . . . . . . . . . 10
18. Counterparts . . . . . . . . . . . . . . . . . . . . 10
OPTION, TRANSFER AND REGISTRATION AGREEMENT
This Option, Transfer and Registration Agreement
("Agreement") is entered into as of September 30, 1996 among
United States Filter Corporation, a Delaware corporation (the
"Company"), Thomas J. Goulet and M&I Ventures Corporation, a
Wisconsin corporation, with reference to certain shares of Common
Stock, $.01 par value (the "Common Stock") of the Company.
1. Certain Definitions. As used in this Agreement, the
following terms shall have the following respective meanings:
"Commission" shall mean the United States Securities
and Exchange Commission or any other federal agency at the
time administering the Securities Act.
"Escrow Agent" shall mean Firstar Trust Company of
Milwaukee, Wisconsin.
"Escrow Agreement" shall mean the escrow agreement
provided for in the Stock Purchase Agreement.
"Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder, all as the same
shall be in effect at the time and any successor thereto.
"Holders" shall mean Thomas J. Goulet and M&I Ventures
Corporation, a Wisconsin corporation.
"Registrable Shares" shall mean the Shares; provided,
however, that Shares shall be treated as Registrable Shares
only if and so long as they have not been (i) sold in a
public distribution or a public securities transaction, or
(ii) sold in a transaction exempt from the registration and
prospectus delivery requirements of the Securities Act as a
result of which all transfer restrictions and restrictive
legends with respect thereto are removed upon the
consummation of such sale.
The terms "register", "registered" and "registration"
refer to a registration effected by preparing and filing a
registration statement in compliance with the Securities
Act, and the declaration or ordering of the effectiveness of
such registration statement.
"Registration Expenses" shall mean all registration,
qualification and filing fees, fees and disbursements of
counsel for the Company, accounting fees incident to any
such registration, state securities or blue sky fees and
expenses, transfer agent and registrar fees, reasonable fees
and expenses of any special experts retained by the Company
in connection with any such registration, and any listing
fees.
"Restricted Shares" shall mean the shares of the
Company required to bear the legend set forth in paragraph
(a) of Section 3 hereof.
"Rule 144" shall mean Rule 144 promulgated under the
Securities Act, as such Rule shall be in effect at the time,
and any successor thereto.
"Securities Act" shall mean the United States
Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder, all as the same
shall be in effect at the time.
"Selling and Distribution Expenses" shall mean all
underwriting discounts, selling commissions and stock
transfer taxes attributable to the sale of Shares by the
Holders and any out-of-pocket expenses of the Holders
incurred in connection with the registration of Shares,
including, without limitation, fees and disbursements of
counsel for the Holders if such counsel is not also counsel
for the Company, printing expenses and marketing expenses.
"Shares" shall mean the 133,333 shares of Common Stock
issued to or for the benefit of the Holders on the date
hereof, as that number shall be adjusted pursuant to the
Stock Purchase Agreement, and any shares of Common Stock
issued in respect thereof in connection with stock splits,
stock dividends or distributions, or combinations or similar
recapitalizations, on or after the date hereof.
"Stock Purchase Agreement" shall mean the Stock
Purchase Agreement dated as of September 20, 1996 by and
among the parties hereto, Kisco Water Treatment Company and
Illinois Water Treatment, Inc.
2. Restrictions on Transferability. The Shares may be
sold, assigned, transferred or pledged only in accordance with
the conditions specified in this Agreement, which conditions are
intended to ensure compliance with the provisions of the
Securities Act.
3. Restrictive Legends.
(a) Each certificate representing Shares shall (unless
otherwise permitted by subsection (c) of this Section 3 or
Section 4) be stamped with the following legend:
- 2 -
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN ISSUED PURSUANT TO AN EXEMPTION FROM AND HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED
OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL
(WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY
ACCEPTABLE TO IT STATING THAT SUCH REGISTRATION IS NOT
REQUIRED.
(b) Each certificate representing Shares shall also be
stamped with the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT
BETWEEN CERTAIN STOCKHOLDERS AND THE CORPORATION WHICH
INCLUDES RESTRICTIONS ON CERTAIN SALES OF THE
SECURITIES. COPIES OF THE AGREEMENT MAY BE OBTAINED
UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.
(c) Each Holder consents to the Company's making a
notation on its records and giving instructions to any transfer
agent of the Company in order to implement the restrictions on
transfer established in this Agreement. The legend placed on any
certificate pursuant to Section 3(a) and any notations or
instructions with respect to the Restricted Shares represented by
such certificate will be promptly removed, and the Company will
promptly issue a certificate without such legend to the Holder of
such Restricted Shares (i) if such Restricted Shares are
registered under the Securities Act (but only in connection with
the actual sale of such securities) and a prospectus meeting the
requirements of Section 10 of the Securities Act is available or
(ii) if the Holder thereof satisfies the requirements of Rule
144(k) and, where reasonably determined necessary by the Company,
provides the Company with an opinion of counsel for the Holder of
the Shares, both such counsel and such opinion being reasonably
satisfactory to the Company, to the effect that (A) the Holder
meets the requirements of Rule 144(k) or (B) a public sale,
transfer or assignment of the Shares may be made without
registration.
4. Notice of Proposed Transfers. The holder of each
certificate representing Restricted Shares by acceptance thereof
agrees to comply in all respects with the provisions of this
Section 4. Prior to any proposed sale, assignment, transfer or
pledge of any Restricted Shares, unless there is in effect a
registration statement under the Securities Act covering the
proposed transfer, the Holder thereof shall notify the Company in
writing of such Holder's intention to effect such sale,
assignment, transfer or pledge and the intended manner and
circumstances thereof in reasonable detail. If requested by the
- 3 -
Company, any such notice shall be accompanied at such Holder's
expense by a written opinion of legal counsel who is, and whose
legal opinion shall be, reasonably satisfactory to the Company,
addressed to the Company, to the effect that the proposed
transfer of Restricted Shares may be effected without
registration under the Securities Act, and by such certificates
and other information as the Company may reasonably require to
confirm such opinion, whereupon the Holder of such Restricted
Shares shall be entitled to transfer such Restricted Shares in
the manner contemplated by such opinion. Each certificate
evidencing the Restricted Shares transferred as above provided
shall bear, except if such transfer is made pursuant to Rule 144,
the appropriate restrictive legend set forth in Section 3(a)
above, except that such certificate shall not bear such
restrictive legend if in the opinion of counsel for such Holder
and the Company such legend is not required in order to establish
compliance with any provisions of the Securities Act. So long as
such restrictive legend shall be required to remain on any such
certificates, the transfer of the Restricted Shares represented
thereby shall be conditioned upon the transferee thereof becoming
a party hereto (except that such transferee shall have no rights
under Sections 5 or 12 hereof unless the transferee is a Holder).
5. Company Registration.
(a) Notice of Registration. If, at any time or from
time to time, the Company shall determine to register any of its
Common Stock, either for its own account or the account of a
security holder or holders for distribution pursuant to an
underwritten offering, the Company will (i) promptly give to each
Holder written notice thereof, and (ii) include in such
registration (and any related qualification under blue sky laws
or other compliance), subject to Section 5(b), all the
Registrable Shares held by such Holder if so requested in writing
by the Holder within 30 days after receipt of such written notice
from the Company.
(b) Underwriting. The right of the Holders to
registration pursuant to this Section 5 shall be conditioned upon
the Holders' participation in such underwriting and the inclusion
of all the Registrable Shares held by such Holders in the
underwriting to the extent provided herein. The Holder,
proposing to distribute all the Registrable Shares held by such
Holder through such underwriting shall (together with the Company
and the other holders distributing shares of Common Stock through
such underwriting), if required by the managing underwriter of
such offering, enter into an underwriting agreement in customary
form with the managing underwriter selected for such underwriting
by the Company (or by the holders who have demanded such
registration), and shall provide to the Company upon written
request such information referenced in Section 5(d) hereof as may
be specified in such request. Notwithstanding any other
- 4 -
provision of this Section 5, if the managing underwriter in its
sole discretion determines that marketing factors require a
limitation of the number of shares to be underwritten, the
managing underwriter may limit the Registrable Shares to be
included in such registration. The Company shall so advise all
Holders and the other holders distributing their securities
through such underwriting pursuant to piggyback registration
rights similar to this Section 5, and the number of Registrable
Shares and other securities that may be included in the
registration and underwriting by such Holders and such other
holders shall be reduced by the number of shares determined by
the managing underwriter not to be included in such registration,
such cutback to be allocated among all Holders and such other
holders in proportion, as nearly as practicable, to the
respective amounts of Registrable Shares held by such Holders and
such other securities by such other holders. If any Holder
disapproves of the terms of any such underwriting, such Holder
may elect to withdraw therefrom by written notice to the Company
and the managing underwriter.
(c) Right to Terminate Registration. The Company
shall have the right to terminate or withdraw any registration
under this Section 5 prior to the effectiveness of such
registration whether or not the Holders have elected to include
securities in such registration.
6. Expenses of Registration. All Registration Expenses
incurred in connection with any registration pursuant to Section
5 shall be borne by the Company. All Selling and Distribution
Expenses attributable to the Registrable Shares registered on
behalf of the Holders shall be borne by the Holders of the
Registrable Shares included in such registration pro rata on the
basis of the number of Registrable Shares so registered.
7. Indemnification.
(a) The Company will indemnify each Holder, each of
its officers, directors, employees and agents and each person
controlling such Holder within the meaning of Section 15 of the
Securities Act, with respect to which registration, qualification
or compliance has been effected pursuant to this Agreement,
against all expenses, claims, losses, damages or liabilities (or
actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any
such registration, qualification or compliance, or any omission
(or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein,
in the light of the circumstances in which they were made, not
- 5 -
misleading, or any violation by the Company of any rule or
regulation promulgated under the Securities Act or any other
federal, state or common law rule or regulation applicable to the
Company in connection with any such registration, qualification
or compliance, and the Company will reimburse each such Holder,
each of its officers, directors, employees and agents and each
person controlling such Holder for any legal and any other
expenses reasonably incurred in connection with investigating,
preparing or defending any such claim, loss, damage, liability or
action, provided that the Company will not be liable in any such
case to the extent that any such claim, loss, damage, liability
or expense arises out of or is based on any untrue statement or
omission or alleged untrue statement or omission made in reliance
upon and in conformity with any written information furnished to
the Company pursuant to an instrument duly executed by such
Holder or controlling person and stated to be specifically for
use therein.
(b) Each Holder will, if Registrable Shares held by
such Holder are included in the securities as to which such
registration, qualification or compliance is being effected,
indemnify the Company, each of its directors and officers, each
underwriter, if any, of the Company's securities covered by such
a registration statement, each person who controls the Company or
such underwriter within the meaning of Section 15 of the
Securities Act, and each other such Holder, each of its officers
and directors and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, against all claims,
losses, damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse
the Company, such Holders, such directors, officers, persons,
underwriters or control persons for any legal or any other
expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action, in
each case to the extent, but only if and to the extent, that such
untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon
and in conformity with any written information furnished to the
Company pursuant to an instrument duly executed by such Holder
and stated to be specifically for use therein.
(c) Each party entitled to indemnification under this
Section 7 (the "Indemnified Party") shall give written notice to
the party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and
- 6 -
shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that
counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be approved by the Indemnified
Party (whose approval shall not unreasonably be withheld), and
the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this
Agreement unless, but only to the extent that, the failure to
give such notice is actually prejudicial to an Indemnifying
Party's ability to defend such action. No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with
the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation.
(d) In order to provide for just and equitable
contribution to joint liability under the Securities Act in any
case in which any Holder of Registrable Shares exercising rights
under this Agreement, or any controlling person of any such
Holder, makes a claim for indemnification pursuant to this
Section 7 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right
of appeal) that such indemnification may not be enforced in such
case notwithstanding the fact that this Section 7 provides for
indemnification in such case, then, the Company and such Holder
will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from
others) in such proportion so that such Holder is responsible for
the portion represented by the percentage that the public
offering price of its Registrable Shares offered by the
registration statement bears to the public offering price of all
Shares offered by such registration statement; and the Company is
responsible for the remaining portion not payable by any other
Holder or holder; provided, however, that, in any such case, (A)
no such Holder will be required to contribute any amount in
excess of the public offering price of all such Registrable
Shares offered by it pursuant to such registration statement; and
(B) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled
to contribution from any person who was not guilty of such
fraudulent misrepresentation.
8. Obligations of the Company. Whenever required under
this Agreement to effect the registration of any Registrable
Shares, the Company shall, as expeditiously as reasonably
possible:
- 7 -
(a) Furnish to the Holders whose Registrable Shares
have been included in a registration statement such numbers of
copies of the registration statement and all amendments thereto,
any prospectus included in such registration statement, including
any preliminary prospectus, in conformity with the requirements
of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of
Registrable Shares owned by them.
(b) Enter into and perform its obligations under an
underwriting agreement, in usual and customary form, with the
managing underwriter of such offering. Each Holder participating
in such underwriting shall also enter into and perform its
obligations under such an agreement.
9. Securities Law Compliance. The Holders of Registrable
Shares included in any registration pursuant to this Agreement
covenant that they will comply with the Securities Act and with
the Exchange Act with respect to any such registration.
10. Standoff Agreement. The Holders agree in connection
with any registration of the Company's securities, upon request
of the underwriters managing any underwritten offering of the
Company's securities, not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any
Registrable Shares (other than those included in such
registration), without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time
(not to exceed 120 days) from the effective date of such
registration as may be requested by the Company or such managing
underwriters.
11. Rule 144 Requirements. The Company agrees to:
(a) use its best efforts to file with the Commission
in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act;
(b) furnish to any Holder of Registrable Securities
upon request (i) a written statement by the Company as to its
compliance with the requirements of Rule 144(c), and the
reporting requirements of the Securities Act and the Exchange
Act, (ii) a copy of the most recent annual or quarterly report of
the Company, and (iii) such other reports and documents of the
Company as such Holder may reasonably request to avail itself of
any similar rule or regulation of the Commission allowing itself
to sell any such securities without registration; and
(c) cooperate with any Holder in such manner as such
Holder may reasonably request so as to enable sales made in
compliance with the requirements of Rule 144 to be made in
- 8 -
compliance with the requirements of any transfer agent, registrar
or the broker through whom any sales are to be executed.
12. Put Right and Call Offer.
(a) Subject to Section 12(b) below, each Holder shall
have the right to sell (a "Put Right") during the Put Right
Exercise Period (as defined below), and upon exercise of that
right the Company shall purchase, all the Shares then owned by
such Holder at a purchase price per Share equal to 100% of the
Specified Price (as defined below) during the Put Right Exercise
Period. If the Put Right is not duly exercised during the Put
Right Exercise Period, it shall expire at the end of the Put
Right Exercise Period. A Put Right may be exercised only once by
each Holder.
(b) The Company may offer to purchase from each Holder
or from all of the Holders (a "Call Offer") during the Call Offer
Period (as defined below) all or any portion of the Shares then
owned by such Holders at a purchase price equal to 110% of the
Specified Price (as defined below). The Holders may, at their
option, accept such Call Offer upon written notice delivered to
the Company within twenty business days after notice of the Call
Offer is given to the Holders. If any Holder does not duly
accept the Call Offer in accordance with the terms of the Call
Offer and this Agreement, or if any such Holder accepts the Call
Offer but subsequently does not sell to the Company the Shares
agreed to be sold by such Holder to the Company within the period
provided for in this Section 12, then both the Call Offer and all
rights of the Holders under Section 12(a) with respect to the
Shares subject to such Call Offer shall then immediately expire
and be of no further force and effect.
(c) The "Specified Price" for each Share subject to a
Put Right or a Call Offer shall be $31.875, which is equal to the
closing price of the common stock of the Company as reported by
the New York Stock Exchange on the fifth to the last trading day
preceding the date of this Agreement. The "Put Right Exercise
Period" and the "Call Offer Period" shall each be the 10-day
period commencing on the 60th day after the date of this
Agreement. A Put Right may be exercised and a Call Offer may be
made only by written notice to the Company or the Holders, as the
case may be, and such notice shall contain the number of Shares
to be purchased and the identity of the Holder selling such
Shares. The purchase price payable upon purchase and sale of the
Shares subject to a Put Right or Call Offer hereunder shall be
paid in cash on the Closing Date (as defined below).
(d) In the event of an exercise of a Put Right or the
making of a Call Offer, the parties to such transaction shall
mutually determine a closing date (a "Closing Date") which shall
not be more than 10 days, subject to any applicable regulatory
- 9 -
waiting periods, after the date the Put Right is exercised or
Call Offer is made and accepted by one or more Holders, as the
case may be, or if any such day is not a business day, then the
first business day thereafter; provided, however, that in no
event shall such Closing Date be later than December 30, 1996.
Such closing ("Closing") shall be held at 11:00 a.m., local time,
or at such other time and at such place as the parties may agree.
On the Closing Date of a purchase of Shares pursuant to this
Section, the Holders shall deliver to the Company certificates,
with stock powers duly endorsed in blank, representing the Shares
to be purchased. In the event any such Shares are then held in
escrow under the Escrow Agreement, such Shares will be delivered
by the Escrow Agent and the cash proceeds with respect thereto
will be delivered to the Escrow Agent. In addition, if the
person selling the Shares is the personal representative of a
deceased Holder, the personal representative shall also deliver
to the Company (i) copies of letters testamentary or letters of
administration evidencing his appointment and qualification,
(ii) a certificate issued by the Internal Revenue Service
pursuant to Section 6325 of the United States Internal Revenue
Code of 1986, as amended (the "Code"), discharging the Shares
being sold from liens imposed by the Code (or, if it is not
possible to obtain such certificate by the Closing Date, the sale
of such Shares may be consummated and the proceeds placed in
escrow pending receipt thereof), and (iii) an estate tax waiver
issued by the state of the decedent's domicile.
13. Amendment. Any provision of this Agreement may be
amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only by the written consent of the Company and
the Holders. Any amendment or waiver effected in accordance with
this Section 16 shall be binding upon each Holder of any
Registrable Shares then outstanding, each future holder of any
Shares who is a party to this Agreement, and the Company.
14. Notices, etc. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed
to have been duly given if delivered by hand, courier service,
United States mail (return receipt requested) or by facsimile,
addressed as follows:
If to the Company to:
Illinois Water Treatment, Inc.
c/o United States Filter Corporation
40-004 Cook Street
Palm Desert, CA 92211
Attention: Chief Executive Officer
Telecopy: (619) 341-9368
- 10 -
with a copy to the General Counsel of United States
Filter Corporation at the above address and telecopy
number.
If to Holders to:
Thomas J. Goulet
765 West Jonathan Lane
Milwaukee, WI 53217
and
M&I Ventures Corporation
770 North Water Street
Milwaukee, WI 53202
with a required copy to:
Robert J. Loots
von Briesen, Purtell & Roper
400 East Wisconsin Avenue
Suite 700
Milwaukee, WI 53202-4470
or to such other address or facsimile number of a party of which
such party has given notice to the other parties pursuant to this
Section.
15. Entire Agreement; Severability. This Agreement and the
Stock Purchase Agreement together with the Schedules and Exhibits
thereto set forth all of the provisions, covenants, agreements,
conditions and undertakings among the parties hereto with respect
to the subject matter hereof. The provisions of this Agreement
are severable, and in the event that any one or more provisions
are deemed illegal or unenforceable, the remaining provisions
shall remain in full force and effect.
16. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws (other than those with
respect to choice of law) of the State of Delaware. Each of the
parties hereto agrees that all claims in any action or proceeding
arising out of or related to this Agreement may be heard and
determined in any Delaware state court or federal court sitting
in the State of Delaware.
17. Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
- 11 -
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
UNITED STATES FILTER CORPORATION
By: ______________________________
Damian C. Georgino
Vice President, General Counsel
and Secretary
By: ______________________________
Thomas J. Goulet
M&I Ventures Corporation
By: ______________________________
William G. Krugler
Vice President
- 12 -