EXHIBIT 4.12
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of January 17, 1997 among
PERINI CORPORATION, a Massachusetts corporation (together with its successors,
the "Company"), PB CAPITAL PARTNERS, L.P. ("PB") and THE UNION LABOR LIFE
INSURANCE COMPANY SEPARATE ACCOUNT P ("Account P" and, together with PB, the
"Initial Stockholders").
WHEREAS, as required by the terms and conditions of the Stock
Purchase Agreement dated as of July 24, 1996, as amended (the "Stock
Agreement"), among the Company, PB, and Richard C. Blum & Associates, L.P.
("RCBA"), the Company shall issue to PB on the Closing (as defined in the Stock
Agreement), the Series B Preferred Stock (as defined herein) which such stock is
convertible into common stock of the Company, par value $1.00 per share;
WHEREAS, PB -- with the Company's consent -- has assigned its
rights and obligations under the Stock Agreement to acquire a portion of the
Series B Preferred Stock to Account P, and Account P has accepted such
assignment;
WHEREAS, the Company has agreed with the Initial Stockholders, for
their benefit and for the benefit of the other holders of the Series B Preferred
Stock and holders of Conversion Shares (as defined in the Stock Agreement) to
provide certain rights as set forth herein;
NOW THEREFORE the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions. Unless otherwise defined herein, the
following terms used in this Agreement shall have the meanings specified below.
"Account P" has the meaning set forth in the introductory
paragraph hereof.
"Affiliate" means, with respect to any Person, any of (i) a
director or executive officer of such Person, (ii) a spouse, parent, sibling or
descendant of such Person (or a spouse, parent, sibling or descendant of any
director or executive officer of such Person) and (iii) any other Person that,
directly or indirectly, controls, or is controlled by or is under common control
with such Person. For the purpose of this definition, "control" (including the
terms "controlling", "controlled by" and "under common control with"), as used
with respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities or
by contract or agency or otherwise.
"Business Day" means a day except a Saturday, Sunday or other day
on which commercial banks in New York City are authorized by law to close.
"Common Stock" means the common stock, par value $1.00 per share,
of the Company.
"Company" has the meaning set forth in the introductory paragraph
hereof.
"Conversion Shares" means (i) any shares of Common Stock or other
securities issued or issuable upon the conversion of any shares of Series B
Preferred Stock; (ii) the shares of Common Stock or other securities issued to
PB as a participation fee in connection with PB's purchase of a 100%
participation interest in a $10,000,000 extension of credit to the Company
pursuant to the Bridge Credit Agreement dated as of February 26, 1996 among
Perini Corporation ("Perini"), the Bridge Banks listed in the Bridge Credit
Agreement, and Morgan Guaranty Trust Company of New York, as Agent, as amended;
or (iii) any securities issued or issuable with respect to any of such shares or
other securities referred to in clause (i) or (ii) upon the conversion thereof
into other securities or by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise; provided that any of such securities shall
cease to be Conversion Shares when such securities shall have (x) been disposed
of pursuant to a Public Sale or (y) ceased to be outstanding.
"Deferral Period" has the meaning set forth in Section 2.1(d).
"Effectiveness Period" means the period commencing on the date
hereof and ending on the date that all Conversion Shares shall have ceased to be
Registrable Securities.
"Exchange Act" means the Securities Exchange Act of 1934, or any
successor Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. Reference to a
particular section of the Securities Exchange Act of 1934 shall include a
reference to the comparable section, if any, of any such successor Federal
statute.
"Filing Date" has the meaning set forth in Section 2.1(a).
"Initial Stockholders" has the meaning set forth in the
introductory paragraph hereof.
"Initial Shelf Registration" has the meaning set forth in Section
2.1(a).
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"Initiating Holders" has the meaning set forth in Section 2.1(a)
hereof.
"Managing Underwriters" means the investment banking firm or firms
that shall manage or co-manage an Underwritten Offering.
"Notice Holder" means a holder of Registrable Securities who has
given notice of intention to distribute such holder's Registrable Securities in
accordance with Section 2.1(d).
"PB" has the meaning set forth in the introductory paragraph
hereof.
"Person" means an individual, a corporation, a partnership, a
limited liability partnership, a limited liability company, an association, a
trust or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.
"Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.
"Public Sale" means any sale of Common Stock to the public
pursuant to an offering registered under the Securities Act or to the public
through a broker, dealer or market maker pursuant to the provisions of Rule 144
(or any successor provision then in effect) adopted under the Securities Act.
"Registrable Securities" means any Conversion Shares until the
date (if any) when (i) such Conversion Shares shall have been transferred or
exchanged and new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company or (ii) if requested to do so,
the Company would be required to deliver certificates for such Conversion Shares
not bearing a legend restricting further transfer, and, in each case, subsequent
disposition of such Conversion Shares shall not require registration or
qualification under the Securities Act or any similar state law then in force.
"Registration Statement" means any registration statement of the
Company which covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits, and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.
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"Restricted Securities" means the Series B Preferred Stock, the
Conversion Shares and any securities obtained upon exchange for or upon
conversion or transfer of or as a distribution on Series B Preferred Stock, the
Conversion Shares or any such securities; provided that particular securities
shall cease to be Restricted Securities when such securities shall have (x) been
disposed of pursuant to a Public Sale, (y) been otherwise transferred or
exchanged and new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent disposition of
them shall not require registration or qualification of them under the
Securities Act or any similar state law then in force or (z) ceased to be
outstanding.
"Rule 144" means Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.
"Rule 144A" means Rule 144A under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.
"SEC" means the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act.
"Securities Act" means the Securities Act of 1933, or any similar
Federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time. Reference to a particular section of
the Securities Act of 1933 shall include a reference to the comparable section,
if any, of any such similar Federal statute.
"Selling Period" has the meaning set forth in Section 2.1(d).
"Series B Preferred Stock" means the Series B Cumulative
Convertible Preferred Stock originally issued to the Initial Stockholders in
accordance with the Stock Agreement, as such stock may be transferred or
otherwise assigned, but only to the extent not theretofore converted, redeemed
or expired in accordance with their respective terms.
"Series B Securityholder" means at any time any Stockholder or any
holder of Conversion Shares.
"Shelf Registration" has the meaning set forth in Section 2.1(a).
"Special Counsel" means any law firm retained from time to time by
the holders of a majority of the Registrable Securities to be sold pursuant to a
Registration Statement or during any Selling Period, as shall be specified by
such holders to the Company; provided that at no time there shall be more than
one Special Counsel the fees and expenses of which will be paid by the Company
pursuant to Section 2.4.
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"Stock Agreement" has the meaning set forth in the recitals.
"Subsequent Shelf Registration" has the meaning set forth in
Section 2.1(b).
"Stockholder" means a holder of Series B Preferred Stock.
"Underwritten Offering" means a registration in which Registrable
Securities are sold or to be sold to one or more underwriters for reoffering to
the public.
ARTICLE II
REGISTRATION RIGHTS
SECTION 2.1 Shelf Registration.
(a) As soon as practicable but in any event not later than the
date (the "Filing Date") that is sixty (60) days after receipt by the Company of
a written request by the holder or holders of a majority of all outstanding
Conversion Shares and Series B Preferred Stock (such majority determined, for
purposes of this Section 2.1, based on the aggregate number of Conversion Shares
then outstanding plus the number of Conversion Shares into which any outstanding
shares of Series B Preferred Stock are then convertible) (the "Initiating
Holders"), the Company shall prepare and file with the SEC a Registration
Statement for an offering to be made on a delayed or continuous basis pursuant
to Rule 415 of the Securities Act (a "Shelf Registration") registering the
resale from time to time by the holders thereof of all of the Registrable
Securities upon and following conversion of the Series B Preferred Stock (the
"Initial Shelf Registration"). The Registration Statement for any Shelf
Registration shall be on Form S-3 or another appropriate form permitting
registration of such Registrable Securities for resale by such holders in the
manner or manners designated by them (including, without limitation, one or more
Underwritten Offerings). The Company shall use its reasonable efforts to cause
the Initial Shelf Registration to become effective under the Securities Act as
promptly as is practicable and to keep the Initial Shelf Registration
continuously effective under the Securities Act until the end of the
Effectiveness Period.
(b) If the Initial Shelf Registration or any Subsequent Shelf
Registration (as defined below) ceases to be effective for any reason at any
time during the Effectiveness Period (other than because all Registrable
Securities shall have been sold or shall have ceased to be Registrable
Securities), the Company shall use all reasonable efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event
shall within thirty days of such cessation of effectiveness amend the Shelf
Registration in a manner reasonably expected to obtain the withdrawal of the
order suspending the effectiveness thereof, or file an additional Shelf
Registration covering all of the Registrable Securities (a "Subsequent Shelf
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Registration"). If a Subsequent Shelf Registration is filed, the Company shall
use all reasonable efforts to cause the Subsequent Shelf Registration to become
effective as promptly as is practicable after such filing and to keep such
Registration Statement continuously effective until the end of the Effectiveness
Period.
(c) The Company shall supplement and amend the Shelf Registration
if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration, if required
by the Securities Act, or if reasonably requested by any holder of the
Registrable Securities covered by such Registration Statement or by any Managing
Underwriter of such Registrable Securities.
(d) Each Series B Securityholder agrees that if it wishes to sell
any Registrable Securities pursuant to a Shelf Registration and related
Prospectus, it will do so only in accordance with this Section 2.1(d). Each
holder of Registrable Securities agrees to give written notice to the Company at
least six Business Days prior to any intended distribution of Registrable
Securities under the Shelf Registration, which notice shall specify the date on
which such holder intends to begin such distribution and any information with
respect to such holder and the intended distribution of Registrable Securities
by such holder required to amend or supplement the Registration Statement with
respect to such intended distribution of Registrable Securities by such holder;
provided that no holder may give such notice unless such notice, together with
notices given by other holders of Registrable Securities joining in such notice
or giving similar notices, covers at least 30,000 Conversion Shares. As promptly
as is practicable after the date such notice is provided, and in any event
within five Business Days after such date, the Company shall either:
(i) (A) prepare and file with the SEC a post-effective amendment
to the Shelf Registration or a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference
or any other required document, so that such Registration Statement will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and so that, as thereafter delivered to
purchasers of the Registrable Securities being sold thereunder, such
Prospectus will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading; (B) provide each Notice Holder a copy of any
documents filed pursuant to Section 2.1(d)(i)(A); and (C) inform each
Notice Holder that the Company has complied with its obligations in Section
2.1(d)(i)(A) and that the Registration Statement and related Prospectus may
be used for the purpose of selling all or any of such Registrable
Securities (or that, if the Company has filed a post-effective amendment to
the Shelf Registration which has not yet been declared effective, the
Company will notify each Notice Holder to that effect, will use all
reasonable efforts to secure the effectiveness of such post-effective
amendment and will immediately so notify each Notice Holder when the
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amendment has become effective); each Notice Holder will sell all or any or
such Registrable Securities pursuant to the Shelf Registration and related
Prospectus only during the 45-day period commencing with the date on which
the Company gives notice, pursuant to Section 2.1(d)(i)(C), that the
Registration Statement and Prospectus may be used for such purpose (such
45-day period is referred to as a "Selling Period"); each Notice Holder
agrees that it will not sell any Restricted Securities pursuant to such
Registration Statement or Prospectus after such Selling Period without
giving a new notice of intention to sell pursuant to Section 2.1(d) hereof
and receiving a further notice from the Company pursuant to Section
2.1(d)(i)(C) hereof; or
(ii) if, in the judgment of the Company, it is advisable to
suspend use of the Prospectus for a period of time due to pending material
corporate developments or similar material events that have not yet been
publicly disclosed and as to which the Company believes public disclosure
will be prejudicial to the Company, the Company shall deliver a certificate
in writing, signed by its Chief Executive Officer, Chief Financial Officer
or General Counsel, to the Notice Holders, the Special Counsel and the
Managing Underwriters, if any, to the effect of the foregoing and, upon
receipt of such certificate, each such Notice Holder's Selling Period will
not commence until such Notice Holder's receipt of copies of the
supplemented or amended Prospectus provided for in Section 2.1(d)(i)(A)
hereof, or until it is advised in writing by the Company that the
Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by
reference in such Prospectus. The Company will use all reasonable efforts
to ensure that the use of the Prospectus may be resumed, and the Selling
Period will commence, upon the earlier of (x) public disclosure of such
pending material corporate development or similar material event or (y) a
determination by the Company that, in the judgment of the Company, public
disclosure of such material corporate development or similar material event
would not be prejudicial to the Company. Notwithstanding the foregoing, the
Company shall not under any circumstances be entitled to exercise its right
under this Section 2.1(d) to defer the commencement of a Selling Period
more than one time in any three-month period or two times in any
twelve-month period, and the period in which a Selling Period is suspended
shall not exceed fifteen days unless the Company shall deliver to such
Notice Holders a second certificate to the effect set forth above, which
shall have the effect of extending the period during which such Selling
Period is deferred by up to an additional fifteen days, or such shorter
period of time as is specified in such second certificate. In no event
shall the Company be permitted to extend the period during which such
Selling Period is deferred from and after the date a Notice Holder provides
notice to the Company in accordance with this Section 2.1(d) of its
intention to distribute Registrable Securities (a "Deferral Period") beyond
such 30-day period.
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SECTION 2.2. Registration Procedures. In connection with the
Company's registration obligations under Section 2.1 hereof, the Company shall
effect such registrations to permit the sale of the Registrable Securities in
accordance with the intended method or methods of disposition thereof, and
pursuant thereto the Company shall as expeditiously as possible:
(a) Prepare and file with the SEC a Registration Statement or
Registration Statements on any appropriate form under the Securities Act
available for the sale of the Registrable Securities by the holders thereof in
accordance with the intended method or methods of distribution thereof, and use
its reasonable efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided, that before filing
any such Registration Statement or Prospectus or any amendments or supplements
thereto (other than documents that would be incorporated or deemed to be
incorporated therein by reference and that the Company is required by applicable
securities laws or stock exchange requirements to file) the Company shall
furnish to the Initial Stockholders, the Initiating Holders, the Special Counsel
and the Managing Underwriters of such offering, if any, copies of all such
documents proposed to be filed, which documents will be subject to the review of
the Initial Stockholders, the Initiating Holders, the Special Counsel and such
Managing Underwriters, and the Company shall not file any such Registration
Statement or amendment thereto or any Prospectus or any supplement thereto
(other than such documents which, upon filing, would be incorporated or deemed
to be incorporated by reference therein and that the Company is required by
applicable securities laws or stock exchange requirements to file) to which the
holders of a majority of the Registrable Securities covered by such Registration
Statement, the Initial Stockholders, the Initiating Holders or the Special
Counsel shall reasonably object in writing within two full Business Days.
(b) Prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective for the applicable
period specified in Section 2.1; cause the related Prospectus to be supplemented
by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act; and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended methods
of disposition by the sellers thereof set forth in such Registration Statement
as so amended or such Prospectus as so supplemented.
(c) Notify the selling Series B Securityholders, the Initial Stock
holders, the Initiating Holders, the Special Counsel and the Managing
Underwriters, if any, promptly, and (if requested by any such person) confirm
such notice in writing, (i) when a Prospectus, any Prospectus supplement, a
Registration Statement or a post-effective amendment to a Registration Statement
has been filed with the SEC, and, with respect to a Registration Statement or
any post-effective amendment, when the same has
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become effective, (ii) of any request by the SEC or any other federal or state
governmental authority for amendments or supplements to a Registration Statement
or related Prospectus or for additional information, and of the contents of such
request, (iii) of the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation or threatening of any proceedings for
that purpose, (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, (v) of the
existence of any fact or happening of any event which makes any statement of a
material fact in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
or which would require the making of any changes in the Registration Statement
or Prospectus in order that, in the case of the Registration Statement, it will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, provided that the Company shall not
be required to disclose such fact or event if such fact or event has not been
publicly disclosed, and (vi) of the Company's determination that a
post-effective amendment to a Registration Statement would be appropriate.
(d) Use all reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement, or the lifting
of any suspension of the qualification (or exemption from qualification) of any
of the Registrable Securities for sale in any jurisdiction, at the earliest
possible moment.
(e) If reasonably requested by an Initial Stockholder, the
Initiating Holders, the Special Counsel, the Managing Underwriters, if any, or
the holders of a majority of the Registrable Securities being sold, (i) promptly
incorporate in a Prospectus supplement or post-effective amendment to a
Registration Statement such information as the Initial Stockholders, the
Initiating Holders, the Special Counsel, the Managing Underwriters, if any, or
such holders, in connection with any offering of Registrable Securities, agree
should be included therein as required by applicable law, and (ii) make all
required filings of such Prospectus supplement or such post-effective amendment
as promptly as is practicable after the Company has received notification of the
matters to be incorporated in such Prospectus supplement or post-effective
amendment; provided, that the Company shall not be required to take any actions
under this Section 2.2(e) that are not, in the reasonable opinion of counsel for
the Company, in compliance with or required by applicable law.
(f) Furnish to each selling Series B Securityholder, the Special
Counsel, the Initial Stockholders, and each Managing Underwriter, if any,
without charge, at least one conformed copy of the Registration Statement or
Statements and any
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amendment thereto, including financial statements but excluding schedules, all
documents incorporated or deemed to be incorporated therein by reference and all
exhibits (unless requested in writing by such Series B Securityholder, Special
Counsel, Initial Stockholders, or Managing Underwriter).
(g) Deliver to each selling holder of Registrable Securities, the
Special Counsel, the Initial Stockholders, and each Managing Underwriter, if
any, in connection with any offering of Registrable Securities, without charge,
as many copies of the Prospectus or Prospectuses relating to such Registrable
Securities (including each preliminary prospectus) and any amendment or
supplement thereto as such persons may reasonably request; and the Company
hereby consents to the use of such Prospectus or each amendment or supplement
thereto by each of the selling holders of Registrable Securities and the
underwriters, if any, in connection with any offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or supplement
thereto.
(h) Prior to any public offering of Registrable Securities, to
register or qualify or cooperate with the selling Series B Securityholders, the
Managing Underwriters, if any, and the Special Counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any selling Series B Securityholder or Managing Underwriter reasonably requests
in writing to the Company; keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is
required to be kept effective and do any and all other acts or things necessary
or advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the applicable Registration Statement; provided, that the
Company will not be required to (i) qualify generally to do business in any
jurisdiction where it is not then so qualified or (ii) take any action that
would subject it to general service of process in suits or to taxation in any
such jurisdiction where it is not then so subject.
(i) Cause the Registrable Securities covered by the applicable
Registration Statement to be registered with or approved by such other
governmental agencies or authorities within the United States, except as may be
required solely as a consequence of the nature of a selling holder of
Registrable Securities, in which case the Company will cooperate in all
reasonable respects with the filing of such Registration Statement and the
granting of such approvals, as may be necessary to enable the selling holder or
holders thereof or the Managing Underwriters, if any, to consummate the
disposition of such Registrable Securities.
(j) During any Selling Period (other than during a Deferral
Period), immediately upon the existence of any fact or the occurrence of any
event as a result of which a Registration Statement shall contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, or a
Prospectus shall contain any untrue statement of a
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material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, promptly prepare and file a
post-effective amendment to each Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file any
other required document (such as a Current Report on Form 8-K) that would be
incorporated by reference into the Registration Statement so that the
Registration Statement shall not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and so that the Prospectus will not
contain any untrue statement of a material fact or omit to state any material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder, and, in the case
of a post-effective amendment to a Registration Statement, use all reasonable
efforts to cause it to become effective as promptly as is practicable.
(k) Enter into such agreements (including, in the event of an
Underwritten Offering, an underwriting agreement in form, scope and substance as
is customary in Underwritten Offerings) and take all such other actions in
connection therewith (including, in the event of an underwritten offering, those
reasonably requested by the Managing Underwriters, if any, or the holders of a
majority of the Registrable Securities being sold) in order to expedite or
facilitate the disposition of such Registrable Securities and in such
connection, whether or not an underwriting agreement is entered into, and if the
registration is an underwritten registration, (i) make such representations and
warranties, subject to the Company's ability to do so, to the holders of such
Registrable Securities and the underwriters with respect to the business of the
Company and its subsidiaries, the Registration Statement, Prospectus and
documents incorporated by reference or deemed incorporated by reference, if any,
in each case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same if and when
requested; (ii) obtain opinions of counsel to the Company and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the Managing Underwriters, if any, Special Counsel and the
holders of a majority of the Registrable Securities being sold) addressed to
each of the underwriters covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by such Special Counsel and Managing Underwriters; (iii) obtain
"comfort" letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other certified public
accountants of any subsidiary of the Company or any business acquired or to be
acquired by the Company for which financial statements and financial data is, or
is required to be, included in the Registration Statement), addressed to each of
the Managing Underwriters, if any, such letters to be in customary form and
covering matters of the type customarily covered in "comfort" letters in
connection with Underwritten Offerings; and (iv) deliver such documents and
certificates as may be reasonably requested by the holders of a majority of the
Registrable Securities being sold, the Special Counsel and the Managing
Underwriters, if
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any, to evidence the continued validity of the representations and warranties of
the Company and its subsidiaries made pursuant to clause (i) above and to
evidence compliance with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Company.
(l) If requested in connection with a disposition of Registrable
Securities pursuant to a Registration Statement, make available for inspection
by a representative of the holders of Registrable Securities being sold, any
Managing Underwriter participating in any disposition of Registrable Securities,
if any, and any attorney or accountant retained by such selling holders or
underwriter, financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the executive
officers, directors and employees of the Company and its subsidiaries to supply
all information reasonably requested by any such representative, Managing
Underwriter, attorney or accountant in connection with such disposition; subject
to reasonable written assurances by each such person that such information will
only be used in connection with matters relating to such Registration Statement.
(m) Comply with all applicable rules and regulations of the SEC
and make generally available to its securityholders earning statements (which
need not be audited) satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated under
the Securities Act) no later than 45 days after the end of any 12-month period
(or 90 days after the end of any 12-month period if such period is a fiscal
year) (i) commencing at the end of any fiscal quarter in which Registrable
Securities are sold to underwriters in a firm commitment or best efforts
underwritten offering, and (ii) if not sold to underwriters in such an offering,
commencing on the first day of the first fiscal quarter of the Company
commencing after the effective date of a Registration Statement, which
statements shall cover said 12- month periods.
(n) Cooperate with the selling Series B Securityholders to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends; and
enable such Registrable Securities to be in such denominations and registered in
such names as the selling Series B Securityholders may request.
(o) Use all reasonable efforts to provide a CUSIP number for the
Registrable Securities not later than the effective date of the registration.
(p) Cause all Registrable Securities covered by the Registration
Statement to be listed on each securities exchange or quotation system on which
the Company's Common Stock is then listed no later than the date the
Registration Statement is declared effective and, in connection therewith, to
the extent applicable, to make such filings under the Exchange Act (e.g., the
filing of a Registration Statement on Form 8-A) and to have such filings
declared effective thereunder.
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(q) Cooperate and assist in any filings required to be made with
the National Association of Securities Dealers, Inc.
(r) Provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities covered by such registration statement
from and after a date not later than the effective date of such Registration
Statement.
SECTION 2.3. Holder's Obligations.
(a) Each holder of Registrable Securities agrees, by becoming a
transferee of any Registrable Securities, that no holder of Registrable
Securities shall be entitled to sell any of such Registrable Securities pursuant
to a Registration Statement or to receive a Prospectus relating thereto, unless
such holder has furnished the Company with the notice required pursuant to
Section 2.1(d) hereof (including the information required to accompany such
notice) and, promptly after the Company's request, such other information
regarding such holder and the distribution of such Registrable Securities as the
Company may from time to time reasonably request. The Company may exclude from
such registration the Registrable Securities of any holder who does not furnish
such information provided above for so long as such information is not so
furnished. Each holder of Registrable Securities as to which any Registration
Statement is being effected agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such holder not misleading. Any sale of any
Registrable Securities by any holder shall constitute a representation and
warranty by such holder that the information relating to such holder and its
plan of distribution is as set forth in the Prospectus delivered by such holder
in connection with such disposition, that such Prospectus does not as of the
time of such sale contain any untrue statement of a material fact relating to
such holder or its plan of distribution and that such Prospectus does not as of
the time of such sale omit to state any material fact relating to such holder or
its plan of distribution necessary to make the statements in such Prospectus, in
light of the circumstances under which they were made, not misleading.
(b) The Company agrees (x) that if any holder of Registrable
Securities shall send a written notice to the Company of an intended
distribution of Registrable Securities under the Shelf Registration pursuant to
Section 2.1(d), the Company shall not to sell, make any short sale of, loan,
grant any option for the purchase of, effect any public sale or distribution of
or otherwise dispose of its equity securities or securities convertible into or
exchangeable or exercisable for any of such securities during the period from
first day of the applicable Selling Period until the date that is 90 days after
the date when such holder shall have made such distribution of Registrable
Securities under the Shelf Registration, as the holder or managing underwriter
(in the case of an Underwritten Offering) shall advise the Company (provided
that if the holder or managing underwriter shall fail to advise the Company of
any such date prior to the end of the applicable Selling Period, such period
shall end on the last day of the applicable Selling Period), except (i) as part
of such registration, (ii) pursuant to
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registrations on Form S-4 or S-8 or any successor or similar forms thereto or
(iii) as otherwise permitted by the managing underwriter of such offering (if
any), and (y) to use all reasonable efforts to cause each holder of its equity
securities or any securities convertible into or exchangeable or exercisable for
any of such securities, in each case purchased from the Company at any time
after the date of this Agreement (other than in a public offering) to agree not
to sell, make any short sale of, loan, grant any option for the purchase of,
effect any public sale or distribution of or otherwise dispose of such
securities during such period except as part of such underwritten registration;
provided that no holder of Registrable Securities included in any underwritten
registration shall be required to make any representations or warranties to the
Company or the underwriters other than representations and warranties regarding
such holder and such holder's intended method of distribution.
SECTION 2.4. Registration Expenses. All fees and expenses incident
to the Company's performance of or compliance with this Agreement shall be borne
by the Company whether or not any of the Registration Statements become
effective. Such fees and expenses shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
(x) with respect to filings required to be made with the National Association of
Securities Dealers, Inc. and (y) of compliance with federal securities or Blue
Sky laws (including, without limitation, fees and disbursements of Special
Counsel in connection with Blue Sky qualifications of the Registrable Securities
laws of such jurisdictions as the Managing Underwriters, if any, or holders of a
majority of the Registrable Securities being sold may designate), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities in a form eligible for deposit with The Depositary Trust
Company and of printing prospectuses if the printing of prospectuses is
requested by the Special Counsel or the holders of a majority of the Registrable
Securities included in any Registration Statement), (iii) messenger, telephone
and delivery expenses, (iv) reasonable fees and disbursements of counsel for the
Company and the Special Counsel in connection with the Registration, (v) fees
and disbursements of all independent certified public accountants referred to in
Section 2.2(k)(iii) hereof (including the expenses of any special audit and
"comfort" letters required by or incident to such performance) and (vi)
Securities Act liability insurance obtained by the Company in its sole
discretion. In addition, the Company shall pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit, the
fees and expenses incurred in connection with the listing of the securities to
be registered on any securities exchange on which similar securities issued by
the Company are then listed and the fees and expenses of any person, including
special experts, retained by the Company. Notwithstanding the provisions of this
Section 2.4, each seller of Registrable Securities shall pay all registration
expenses to the extent the Company is prohibited by applicable Blue Sky laws
from paying for or on behalf of such seller of Registrable Securities.
SECTION 2.5. Indemnification.
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(a) The Company agrees to indemnify and hold harmless each holder
of Registrable Securities whose Registrable Securities are covered by any
registration statement, its directors and officers and each other Person, if
any, who controls such holder within the meaning of the Securities Act, against
any losses, claims, damages or liabilities, joint or several, to which any such
indemnified party may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, 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 the Company will reimburse each such indemnified
party for any legal or any other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, liability,
action or proceeding; provided that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such holder specifically for use in the preparation thereof. In addition, the
Company shall indemnify any underwriter of such offering and each other Person,
if any, who controls any such underwriter within the meaning of the Securities
Act in substantially the same manner and to substantially the same extent as the
indemnity herein provided to each Indemnified Party. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such holder or any such director, officer, underwriter or controlling person and
shall survive the transfer of such securities by such holder.
(b) Each prospective seller of Registrable Securities hereunder
shall indemnify and hold harmless (in the same manner and to the same extent as
set forth in subdivision (a) of this Section 2.5) the Company, each director of
the Company, each officer of the Company and each other person, if any, who
controls the Company within the meaning of the Securities Act, with respect to
any statement or alleged statement in or omission or alleged omission from such
registration statement, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereof, if such
statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such seller specifically for use in the preparation
of such registration statement, preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement. Any such indemnity shall remain in
full force and effect, regardless of any investigation made by or on behalf of
the Company or any such director, officer or controlling person and shall
survive the transfer of such securities by such seller. The amount payable by
any prospective seller of
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Registrable Securities with respect to the indemnification set forth in this
subsection (b) in connection with any offering of Registrable Securities will
not exceed the amount of the gain realized by such prospective seller pursuant
to such offering.
(c) Promptly after receipt by an indemnified party of notice of
the commencement of any action or proceeding involving a claim referred to in
the preceding subdivisions of this Section 2.5, such indemnified party will, if
a claim in respect thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action; provided that
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the preceding
subdivisions of this Section 2.5, except to the extent that the indemnifying
party is actually prejudiced by such failure to give notice. In case any such
action is brought against an indemnified party, unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified, to the extent that the
indemnifying party may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
of any such action 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. No indemnified party shall
consent to entry of any judgment or enter into any settlement of any such action
the defense of which has been assumed by an indemnifying party without the
consent of such indemnifying party.
(d) If the indemnification provided for in the preceding
subdivisions of this Section 2.5 is unavailable to an indemnified party in
respect of any expense, loss, claim, damage or liability referred to therein,
then each indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such expense, loss, claim, damage or liability (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company on
the one hand and the holder or underwriter, as the case may be, on the other
from the distribution of the Registrable Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and of the holder or underwriter, as the case may be, on the other in
connection with the statements or omissions which resulted in such expense,
loss, damage or liability, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the holder or underwriter, as the case may be, on the other in connection
with the distribution of the Registrable Securities shall be deemed to be in the
same proportion as (i) the product of the
16
Liquidation Preference (as defined in Exhibit 1.7 of the Stock Agreement)
multiplied by the number of shares of Series B Preferred Stock into which the
Conversion Shares subject to the relevant distribution were converted, bears to
(ii) the gain realized by the selling holder or the underwriting discounts and
commissions received by the underwriter, as the case may be. The relative fault
of the Company on the one hand and of the holder or underwriter, as the case may
be, on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission to
state a material fact relates to information supplied by the Company, by the
holder or by the underwriter and parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
provided that the foregoing contribution agreement shall not inure to the
benefit of any indemnified party if indemnification would be unavailable to such
indemnified party by reason of the proviso contained in the first sentence of
subdivision (a) of this Section 2.5, and in no event shall the obligation of any
indemnifying party to contribute under this subdivision (d) exceed the amount
that such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for under subdivisions (a) or
(b) of this Section 2.5 had been available under the circumstances.
The Company and the holders of Registrable Securities agree that
it would not be just and equitable if contribution pursuant to this subdivision
(d) were determined by pro rata allocation (even if the holders and any
underwriters were treated as one entity for such purpose) or by any other method
of allocation that does not take account of the equitable considerations
referred to in the immediately preceding paragraph and subdivision (c) of this
Section 2.5. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subdivision (d), no holder
of Registrable Securities or underwriter shall be required to contribute any
amount in excess of the amount by which (i) in the case of any such holder, the
gain realized by such holder from the sale of Registrable Securities or (ii) in
the case of an underwriter, the total price at which the Registrable Securities
purchased by it and distributed to the public were offered to the public
exceeds, in any such case, the amount of any damages that such holder or
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
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SECTION 2.6. Rule 144; Rule 144A; Form S-3.
(a) The Company will file all reports required to be filed by it
under the Securities Act and the Exchange Act and the rules and regulations
adopted by the Commission thereunder and will take such further action as any
holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or (b) any similar rule or regulation hereafter
adopted by the Commission. Upon the request of any holder of Registrable
Securities, the Company will deliver to such holder a written statement as to
whether it has complied with such requirements. The Company further covenants
that it will cooperate with any holder of Registrable Securities and take such
further reasonable action as any holder of Registrable Securities may reasonably
request (including, without limitation, making such reasonable representations
as any such holder may reasonably request), all to the extent required from time
to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 and Rule 144A under the Securities Act.
(b) For so long as any shares of Registrable Securities are
restricted securities within the meaning of Rule 144(a)(3) under the Securities
Act, the Company covenants and agrees that it shall, during any period in which
it is not subject to Section 13 or 15(d) of the Exchange Act, make available to
any holder of Registrable Securities in connection with the sale of such holder
Registrable Securities and any prospective purchaser of Registrable Securities
from such, in each case upon request, the information specified in, and meeting
the requirements of, Rule 144A(d)(4) under the Securities Act.
(c) The Company shall file the reports required to be filed by it
under the Exchange Act and shall comply with all other eligibility requirements
for use of Form S-3 set forth in the instructions to Form S-3 (other than
Registration Requirement A.5).
ARTICLE III
MISCELLANEOUS
SECTION 3.1. Notices. All notices and other communications
provided for hereunder shall be dated and in writing and shall be deemed to have
been given (i) if given by telecopy, when such telecopy is transmitted to the
telecopy number specified in this Section 3.1 and telephonic confirmation of
receipt thereof is obtained or (ii) if given by mail, prepaid overnight courier
or any other means, when received at the address specified in this Section 3.1
or when delivery at such address is refused. Such notices shall be addressed to
the appropriate party to the attention of the person who executed this Agreement
at the address or telecopy number set forth under such party's signature
18
below (or to the attention of such other person or to such other address or
telecopy number as such party shall have furnished to each other party in
accordance with this Section 3.1).
SECTION 3.2. Binding Nature of Agreement. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto or their successors in interest, except as expressly otherwise provided
herein.
SECTION 3.3. Descriptive Headings. The descriptive headings of the
several sections and paragraphs of this Agreement are inserted for reference
only and shall not limit or otherwise affect the meaning hereof.
SECTION 3.4. Specific Performance. Without limiting the rights of
each party hereto to pursue all other legal and equitable rights available to
such party for the other parties' failure to perform their obligations under
this Agreement, the parties hereto acknowledge and agree that the remedy at law
for any failure to perform their obligations hereunder would be inadequate and
that each of them, respectively, shall be entitled to specific performance,
injunctive relief or other equitable remedies in the event of any such failure.
SECTION 3.5. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAW. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES
OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PARTY MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
3.1. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS
AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
SECTION 3.6. WAIVER OF JURY TRIAL. EACH OF PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
19
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 3.7. Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which shall be deemed an
original, but all such counterparts shall together constitute one and the same
instrument.
SECTION 3.8. Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions contained herein shall not be in
any way impaired thereby, it being intended that all of the rights and
privileges of the parties hereto shall be enforceable to the fullest extent
permitted by law.
SECTION 3.9. Entire Agreement. This Agreement is intended by the
parties hereto as a final and complete expression of their agreement and
understanding in respect to the subject matter contained herein. This Agreement
supersedes all prior agreement and understandings, written or oral, between the
parties with respect to such subject matter.
SECTION 3.10. Amendment and Waiver. Any provision of this
Agreement may be amended if, but only if, such amendment is in writing and is
signed by the Company and Series B Securityholders owning, or having Series B
Preferred Stock convertible into, at least a majority of shares of Common Stock
either issued or issuable upon the conversion of all outstanding shares of
Series B Preferred Stock, provided that no such amendment may adversely affect
the rights of any Series B Securityholder unless signed by such Series B
Securityholder. Any provision may be waived if, but only if, such waiver is in
writing and is signed by the party or parties waiving such provision and for
whose benefit such provision is intended.
SECTION 3.11. No Third Party Beneficiaries. Nothing in this
Agreement shall convey any rights upon any person or entity which is not a party
or an assignee of a party to this Agreement.
SECTION 3.12. Effectiveness. This Agreement shall become effective
immediately at such time when (i) the Agent shall have received duly executed
counterparts hereof signed by the Company and each of the Banks (or, in the case
of any party as to which an executed counterpart thereof shall not have been
received, receipt by the Agent in form satisfactory to it of telegraphic, telex
or other written confirmation from such party of execution of a counterpart
hereof by such party) and (ii) the Effective Date under the Stock Agreement
shall occur.
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SECTION 3.13. No Inconsistent Agreements. The Company has not
entered into and will not enter into any registration rights agreement or
similar arrangements the performance by the Company of the terms of which would
in any manner conflict with, restrict or be inconsistent with the performance by
the Company of its obligations under this Agreement.
21
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first above written.
PERINI CORPORATION
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
Address for Notices:
73 Mount Wayte Avenue
Framingham, MA 01701
Facsimile number: (508) 628-2960
PB CAPITAL PARTNERS, L.P.
By: Richard C. Blum & Associates, L.P., its
General Partner
By: Richard C. Blum & Associates, Inc.,
its General Partner
By: ________________________
Name:
Title:
Address for Notices:
909 Montgomery Street
Suite 400
San Francisco, California 94133
Attn: Alexander Dean
Facsimile Number: 415-434-3130
22
UNION LABOR LIFE INSURANCE COMPANY
SEPARATE ACCOUNT P
By: ____________________________________
Name:
Title:
Address for Notices:
111 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: Michael P. Steed
Facsimile Number: 202-682-7970
347652.c2
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