EXHIBIT 10.7
================================================================================
REGISTRATION RIGHTS AGREEMENT
by and among
BLACKROCK, INC.,
PNC ASSET MANAGEMENT, INC.
and
The Persons and Entities Listed on
the Signature Pages Hereof
____________________________
Dated as of , 1999
================================================================================
TABLE OF CONTENTS
Page
Section 1. Definitions................................ 1
Section 2. Registration Under the Securities Act...... 4
Section 3. Restrictions on Public Sale by the Company. 11
Section 4. Registration Procedures.................... 11
Section 5. Indemnification; Contribution.............. 17
Section 6. Miscellaneous.............................. 21
i
REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of
---------
, 1999, by and between BLACKROCK, INC., a company organized under the laws of
the State of Delaware (the "Company"), PNC Asset Management, Inc., a company
-------
organized under the laws of the State of Delaware ("PNC"), the Persons
---
listed on the signature pages hereof (such Persons herein referred to
collectively as the "Employee Stockholders" and individually as an "Employee
--------------------- --------
Stockholder," and together with PNC herein referred to collectively as the
-----------
"Holders" and individually as a "Holder").
-------- ------
WHEREAS the Company intends to make an initial public offering
("Initial Public Offering") of its Class A Common Stock, par value $0.01 per
share, ("Class A Common Stock");
--------------------
WHEREAS the parties desire to set forth the rights of PNC and the
Employee Stockholders and the obligations of the Company with respect to the
registration of Registrable Securities (as defined herein) pursuant to the
Securities Act (as defined herein);
NOW THEREFORE, in consideration of the promises and the
representations, warranties and agreements contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:
Section 1. Definitions.
As used in this Agreement, the following terms shall have the
following meanings:
"Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated
---------
under the Exchange Act.
"Class A Common Stock" has the meaning set forth in the preamble.
--------------------
"Class B Common Stock" shall mean the shares of class B common stock,
--------------------
par value $0.01 per share, of the Company.
"Company" shall have the meaning set forth in the preamble and shall
-------
also include the Company's successors.
"Employee Stockholder(s)" shall have the meaning set forth in the
-----------------------
preamble.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
------------
amended from time to time.
"Holder" and "Holders" shall have the meanings set forth in the
------ -------
preamble.
"Incidental Registration" shall mean a registration required to be
-----------------------
effected by the Company pursuant to Section 2(b).
"Incidental Registration Statement" shall mean a registration
---------------------------------
statement of the Company, as provided in Section 2(b), which covers any of the
Registrable Securities on an appropriate form in accordance with the Securities
Act and all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.
"Initial Public Offering" shall have the meaning set forth in the
-----------------------
preamble.
"Lock-up Period" means the 180-day period commencing on the effective
--------------
date of the registration statement for the Initial Public Offering.
"Majority Holders" shall mean Employee Stockholders representing a
----------------
majority of the Registrable Securities covered by a Registration Statement.
"NASD" shall mean the National Association of Securities Dealers, Inc.
----
"Person" shall mean any individual, limited or general partnership,
------
limited liability company, corporation, trust, joint venture, association, joint
stock company or unincorporated organization.
"Prospectus" shall mean the prospectus included in a Registration
----------
Statement, including any preliminary Prospectus, and any such Prospectus as
amended or supplemented by any prospectus supplement with respect to the terms
of the offering of any portion of the Registrable Securities and by all other
amendments
2
and supplements to such Prospectus, including post-effective amendments, and in
each case all material incorporated by reference therein.
"Registrable Securities" shall mean collectively, (i) the shares of
----------------------
Class A Common Stock into which shares of Class B Common Stock as of the date
hereof (which, in the case of the Employee Stockholders, are not subject to
resale restrictions under any employment agreement with the Company) are
convertible pursuant to the Company's certificate of incorporation (the
"Shares"), (ii) any stock or other securities into which or for which the Shares
may hereafter be changed, converted or exchanged, (iii) any other securities
issued or distributed in respect of the Shares by way of stock dividend or stock
split or in connection with a combination of shares, recapitalization,
reorganization, merger, consolidation or otherwise and (iv) any other securities
into which or for which shares of any other successor securities are received in
respect of any of the foregoing (i) through (iii); provided that in the event
that any Registrable Securities (as defined without giving effect to this
proviso) are being registered pursuant hereto, the Holder may include in such
registration (subject to the limitations of this Agreement otherwise applicable
to the inclusion of Registrable Securities) any shares of Class A Common Stock
or securities acquired in respect thereof thereafter acquired by such Holder,
which shall also be deemed to be "Shares," and accordingly Registrable
Securities, for purposes of such registration. Registrable Securities will
cease to be Registrable Securities when (i) a Registration Statement covering
such Registrable Securities has been declared effective under the Securities Act
and they have been disposed of pursuant to such effective Registration
Statement, (ii) such Registrable Securities are distributed to the public
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act or otherwise transferred in a manner that results in the
transferred security being delivered not being subject to transfer restrictions
under the Securities Act, (iii) such Registrable Securities shall have been
otherwise transferred to a person who is not a Holder, or (iv) such Registrable
Securities shall have ceased to be outstanding.
"Registration Expenses" shall mean (i) all registration, listing,
---------------------
qualification and filing fees (including NASD filing fees), (ii) fees and
disbursements of counsel for the Company, (iii) accounting fees incident
to any such registration, (iv) blue sky fees and expenses (including counsel
fees in connection with the preparation of a Blue Sky Memorandum and legal
investment survey and NASD filings), (v) all expenses of any Persons in
preparing or assisting in preparing, printing, distributing, mailing and
delivering any Registration Statement, any Prospectus, any underwriting
agreements, transmit-
3
tal letters, securities sales agreements, securities certificates and other
documents relating to the performance of and compliance with this Agreement,
(vi) the expenses incurred in connection with making road show presentations and
holding meetings with potential investors to facilitate the distribution, (vii)
underwriter fees, excluding discounts and commissions, and sale of Registrable
Securities which are customarily borne by the issuer and (v) all internal
expenses of the Company (including all salaries and expenses of officers and
employees performing legal or accounting duties); provided, however,
Registration Expenses shall not include any Selling Expenses.
"Registration Statement" shall mean any registration statement of the
----------------------
Company which covers any Registrable Securities and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.
"Related Securities" shall mean any securities of the Company similar
------------------
or identical to any of the Registrable Securities including, without limitation,
Class A Common Stock, Class B Common Stock and all options, warrants, rights and
other securities convertible into, or exchangeable or exercisable for Class A
Common Stock or Class B Common Stock (other than any of the foregoing to be
offered or sold to officers, directors or employees as compensation).
"Required Registration" shall mean a registration required to be
---------------------
effected pursuant to Section 2(a).
"Required Registration Statement" shall mean a Registration Statement
-------------------------------
which covers the Registrable Securities requested to be included therein
pursuant to the provisions of Section 2(a) on an appropriate form (in accordance
with Section 4(a) hereof) pursuant to the Securities Act, and which form shall
be available for the sale of the Registrable Securities in accordance with the
intended method or methods of distribution thereof, and all amendments and
supplements to such Registration Statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.
"SEC" shall mean the Securities and Exchange Commission.
---
4
"Selling Expenses" shall mean underwriting discounts, selling
----------------
commissions and stock transfer taxes applicable to the shares registered by the
Holders.
"Securities Act" shall mean the Securities Act of 1933, as amended
--------------
from time to time.
"Underwriter" shall have the meaning set forth in Section 5(a).
-----------
"Underwritten Offering" shall mean a sale of securities of the Company
---------------------
to an Underwriter or Underwriters for reoffering to the public.
Section 2. Registration Under the Securities Act.
(a) Required Registration
---------------------
(i) Right to Require Registration. At any time following the Lock-up
-----------------------------
Period (subject to extension in accordance with the penultimate paragraph of
this Section 2(a)(i)), each of PNC and Employee Stockholders representing a
majority of the aggregate number of outstanding shares of Class B Common Stock
beneficially owned by Employee Stockholders shall have the right to request in
writing (a "Request") (which Request shall specify the Registrable Securities
-------
intended to be disposed of by such Holders and the intended method of
distribution thereof) that the Company register such Holders' Registrable
Securities by filing with the SEC a Required Registration Statement. Upon the
receipt of such a Request, the Company will, by the tenth (10th) business day
thereafter, give written notice of such requested registration to all Holders of
Registrable Securities, and, not later than the 60th calendar day after the
receipt of such a Request by the Company, the Company will cause to be filed
with the SEC a Required Registration Statement covering the Registrable
Securities which the Company has been so requested to register in such Request
and all other Registrable Securities which the Company has been requested to
register by Holders thereof by written request given to the Company within ten
(10) business days after the giving of such written notice by the Company. The
Required Registration Statement will provide for the registration under the
Securities Act of the Registrable Securities which the Company has been so
requested to register by all such Holders, subject to the limitations of this
Section, to the extent necessary to permit the disposition of such Registrable
Securities in accordance with the intended methods of distribution thereof
specified in such Request or further
5
requests, and the Company shall use its reasonable best efforts to have such
Required Registration Statement declared effective by the SEC as soon as
practicable thereafter (but in no event later than the 180th calendar day after
the receipt of such a Request) and to keep such Required Registration Statement
continuously effective for a period of at least 60 calendar days (or, in the
case of an Underwritten Offering, such period as the Underwriters shall
reasonably require) following the date on which such Required Registration
Statement is declared effective (or such shorter period which will terminate
when all of the Registrable Securities covered by such Required Registration
Statement have been sold pursuant thereto), including, if necessary, by filing
with the SEC a post-effective amendment or a supplement to the Required
Registration Statement or the related Prospectus or any document incorporated
therein by reference or by filing any other required document or otherwise
supplementing or amending the Required Registration Statement, if required by
the rules, regulations or instructions applicable to the registration form used
by the Company for such Required Registration Statement or by the Securities
Act, the Exchange Act, any state securities or blue sky laws or any rules and
regulations thereunder.
The Company shall not be required to effect, pursuant to this Section
2(a) more than three registrations in the aggregate requested by PNC and three
registrations in the aggregate requested by the Employee Stockholders. A Request
which does not result in an effective registration under the Securities Act
shall not be counted in determining whether these registrations have occurred.
A Request may be withdrawn prior to the filing of the Required
Registration Statement by the Holder(s) which made such Request (a "Withdrawn
---------
Request") and a Required Registration Statement may be withdrawn prior to the
-------
effectiveness thereof by the Holders of a majority of the Registrable Securities
included therein (a "Withdrawn Required Registration"), but, in either such
-------------------------------
event, such withdrawal shall not be treated as a Required Registration which
shall have been effected pursuant to the immediately preceding paragraph.
The Holders shall not, without the Company's consent, be entitled to
deliver a Request for a Required Registration if less than 90 calendar days have
elapsed since (A) the effective date of a prior Required Registration Statement
or (B) in the case of a Required Registration which is effected other than by
means of an Underwritten Offering, the sale by Holders of their Registrable
Securities pursuant thereto or the Required Registration Statement ceasing to be
effective under the Securities Act or (C) the date of withdrawal of a Withdrawn
Required Registration.
6
Notwithstanding the foregoing, the Company may delay the filing or the
effectiveness of any Required Registration Statement for a period not to exceed
90 days (a "Blackout Period") if the Board of Directors of the Company, in
---------------
its reasonable judgment, determines that such registration would interfere with
any pending material financing, acquisition, corporate reorganization or any
other material corporate development involving the Company or any of its
subsidiaries or would require premature disclosure thereof; provided, however,
that the aggregate number of days included in all Blackout Periods during any
consecutive 12 months shall not exceed 90 days.
The registration rights granted pursuant to the provisions of this
Section 2(a) shall be in addition to the registration rights granted pursuant to
the other provisions of this Section 2.
(ii) Priority in Required Registrations. If a Required Registration
----------------------------------
involves an Underwritten Offering, and the sole Underwriter or the lead managing
Underwriter, as the case may be, of such Underwritten Offering shall advise the
Company in writing on or before the date five (5) days prior to the date then
scheduled for such offering that, in its opinion, the amount of Registrable
Securities requested to be included in such Required Registration exceeds the
amount which can be sold in such offering without adversely affecting the
success of the distribution of the Registrable Securities being offered, the
Company will include in such Required Registration only the amount of
Registrable Securities that the Company is so advised can be sold in such
offering; provided, however, that the Company shall be required to include in
such Required Registration: first, all Registrable Securities requested to be
included in the Required Registration by Holders requesting registration (not
including, for purposes of this proviso, the shares covered in the proviso
clause of the definition of Registrable Securities) and, to the extent not all
such Registrable Securities can be included in such Required Registration, the
number of Registrable Securities to be included shall be allocated pro rata on
the basis of the number of shares of Class B Common Stock beneficially owned at
that time by all the Holders requesting to participate in the Required
Registration or on such other basis as shall be agreed among such Holders;
second, if all Registrable Securities requested to be included in the Required
Registration by the Holders requesting registration can be so included, all
Registrable Securities requested to be included in
7
the Required Registration by any other Holders and, to the extent not all such
Registrable Securities can be included in such Required Registration, the number
of Registrable Securities to be included shall be allocated pro rata on the
basis of the number of shares of Class B Common Stock beneficially owned at that
time by all such other Holders requesting to participate in the Required
Registration or on such other basis as shall be agreed among such other Holders;
and third, if all Registrable Securities requested to be included in the
Required Registration by all such Holders can be so included, all other
securities requesting, in accordance with any registration rights which are
granted in compliance with Section 6(a), to be included in such Required
Registration which are of the same class as the Registrable Securities and, to
the extent not all such securities can be included in such Required
Registration, the number of securities to be included shall be allocated pro
rata among the holders thereof requesting inclusion in such Required
Registration on the basis of the number of securities requested to be included
by all such holders.
(b) Incidental Registration.
-----------------------
(i) Right to Include Registrable Securities. If at any time the
---------------------------------------
Company proposes to register any Related Securities under the Securities Act
(other than (A) any registration of public sales or distributions solely by and
for the account of the Company of securities issued (x) pursuant to any employee
benefit or similar plan, including employee stock and stock option plus, or any
dividend reinvestment plan or (y) in any acquisition by the Company, (B)
pursuant to Section 2(a) hereof or (C) for the Initial Public Offering), either
in connection with a primary offering for cash for the account of the Company or
a secondary offering or a combination thereof, the Company will, each time it
intends to effect such a registration, give written notice to all Holders of
Registrable Securities at least ten (10) business days prior to the initial
filing of a Registration Statement with the SEC pertaining thereto, informing
such Holders of its intent to file such Registration Statement and of the
Holders' rights to request the registration of the Registrable Securities held
by the Holders under this Section 2(b) (the "Company Notice"). Upon the written
--------------
request of any Holder made within 7 business days after any such Company Notice
is given (which request shall specify the Registrable Securities intended to be
disposed of by such Holder and, unless the applicable registration is intended
to effect a primary offering of class A common shares for cash for the account
of the Company, the intended method of distribution thereof), the Company will
use its reasonable best efforts to effect the registration under the Securities
Act of all Registrable Securities which the Company has been so requested to
register by such Holders to the extent required to permit the disposition (in
accordance with the intended methods of
8
distribution thereof or, in the case of a registration which is intended to
effect a primary offering for cash for the account of the Company, in accordance
with the Company's intended method of distribution) of the Registrable
Securities so requested to be registered, including, if necessary, by filing
with the SEC a post-effective amendment or a supplement to the Incidental
Registration Statement or the related Prospectus or any document incorporated
therein by reference or by filing any other required document or otherwise
supplementing or amending the Incidental Registration Statement, if required by
the rules, regulations or instructions applicable to the registration form used
by the Company for such Incidental Registration Statement by the Securities Act,
any state securities or blue sky laws, or any rules and regulations thereunder;
provided, however, that if, at any time after giving written notice of its
intention to register any securities and prior to the effective date of the
Incidental Registration Statement filed in connection with such registration,
the Company shall determine for any reason not to register or to delay
registration of such securities, the Company may, at its election, give written
notice of such determination to each Holder of Registrable Securities and,
thereupon, (A) in the case of a determination not to register, the Company shall
be relieved of its obligation to register any Registrable Securities in
connection with such registration (but not from its obligation to pay the
Registration Expenses incurred in connection therewith) and (B) in the case of
a determination to delay such registration, the Company shall be permitted to
delay registration of any Registrable Securities requested to be included in
such Incidental Registration Statement for the same period as the delay in
registering such other securities.
The registration rights granted pursuant to the provisions of this
Section 2(b) shall be in addition to the registration rights granted pursuant to
the other provisions of this Section 2.
(ii) Priority in Incidental Registrations. If a registration pursuant
------------------------------------
to this Section 2(b) involves an Underwritten Offering of the securities so
being registered, whether or not for sale for the account of the Company, and
the sole Underwriter or the lead managing Underwriter, as the case may be, of
such Underwritten Offering shall advise the Company in writing (with a copy to
each Holder of Registrable Securities requesting registration) on or before the
date five (5) days prior to the date then scheduled for such offering that, in
its opinion, the amount of securities (including Registrable Securities)
requested to be included in such registration exceeds the amount which can be
sold in (or during the time of) such offering without adversely affecting the
success of the distribution of the securities being offered, then the Company
will include in such registration first, all the securities
9
entitled to be sold pursuant to such Registration Statement without reference to
the incidental registration rights of any holder (including Holders), and
second, the amount of other securities (including Registrable Securities)
requested to be included in such registration that the Company is so advised can
be sold in (or during the time of) such offering, allocated, if necessary, pro
rata among the holders (including the Holders) thereof requesting such
registration on the basis of the number of the securities (including Registrable
Securities) beneficially owned at the time by the holders (including Holders)
requesting inclusion of their securities; provided, however, that in the event
the Company determines, by virtue of this paragraph, not to include in any such
registration all of the Registrable Securities of any Holder requested to be
included in such registration, such Holder may, upon written notice to the
Company given within 3 days of the time such Holder first is notified of such
matter, reduce the amount of Registrable Securities it desires to have included
in such registration, whereupon only the Registrable Securities, if any, it
desires to have included will be so included and the Holders not so reducing
shall be entitled to a corresponding increase in the amount of Registrable
Securities to be included in such registration.
(c) Expenses. The Company agrees to pay all Registration Expenses in
--------
connection with (i) each of the three (3) registrations requested pursuant to
Section 2(a) (subject to Section 2(a)(i)) and (ii) each registration as to which
Holders request inclusion of Registrable Securities pursuant to Section 2(b).
All Selling Expenses relating to securities registered on behalf of Holders
shall be borne by the Holders of shares included in such registration, other
selling stockholders and the Company pro rata on the basis of the number of
shares of Common Stock so registered, except that the Company need not
contribute to fees and disbursements of counsel for the Holders and other
selling stockholders.
(d) Effective Registration Statement; Suspension. Subject to the
--------------------------------------------
third paragraph of Section 2(a)(i), a Registration Statement pursuant to Section
2(a) will not be deemed to have become effective (and the related registration
will not be deemed to have been effected) unless it has been declared effective
by the SEC prior to a request by the Holders of a majority of the Registrable
Securities included in such registration that such Registration Statement be
withdrawn; provided, however, that if, after it has been declared effective, the
offering of any Registrable Securities pursuant to such Registration Statement
is interfered with by any stop order, injunction or other order or requirement
of the SEC or any other governmental agency or court, such Registration
Statement will be deemed not to have become effective and
10
the related registration will not be deemed to have been effected pursuant to
this Agreement.
Any period during which the Company fails to keep any Required
Registration Statement effective and usable for resale of Registrable Securities
shall be referred to as a "Suspension Period." A Suspension Period shall (a)
-----------------
commence on and include the earlier of the date that (i) the Company gives
notice or (ii) a Holder is advised by counsel or the SEC, in either case, that
a Required Registration Statement is no longer effective or usable for resale of
Registrable Securities and (b) end on and including the date when each Holder of
Registrable Securities covered by such Required Registration Statement either
receives copies of the supplemented or amended Prospectus contemplated by
Section 4(j) or is advised in writing by the Company (having a reasonable basis
to so advise) that the use of the Prospectus may be resumed. In the event of one
or more Suspension Periods, the applicable time period referenced in the first
paragraph of Section 2(a)(i)) shall be extended by the number of days included
in each Suspension Period, and, in the event any Suspension Period occurs sooner
than 30 days after the end of the previous Suspension Period or 30 days after
the initial effectiveness of any Required Registration Statement, none of the
days between such Suspension Periods (as the case may be) or prior to such
Suspension Period shall be included in computing such applicable time period.
(e) Selection of Underwriters. At any time or from time to time, the
-------------------------
Holders of at least 25% of the Registrable Securities covered by a Required
Registration Statement may elect to have such Registrable Securities sold in an
Underwritten Offering and may select the investment banker or investment bankers
and manager or managers that will serve as lead and co-managing Underwriters
with respect to the offering of such Registrable Securities, subject to the
consent of the Company which shall not be unreasonably withheld. No Holder may
participate in any Underwritten Offering hereunder unless such Holder (a) agrees
to sell such Holder's securities on the basis provided in any underwriting
arrangements and (b) completes and executes all questionnaires, powers of
attorney, custody agreements, indemnities, underwriting agreements and other
documents required under the terms of such Underwritten Offering.
Section 3. Restrictions on Public Sale by the Company.
If requested by the sole Underwriter or lead managing Underwriter(s)
in any Underwritten Offering, the Company agrees not to effect any public sale
or
11
distribution (other than, in the case of the Company, public sales or
distributions solely by and for the account of the Company of securities issued
pursuant to any employee benefit or similar plan, including employee stock and
stock option plans, or any dividend reinvestment plan) of any securities during
the period commencing on the date the Company receives a Request from any Holder
and continuing until 180 days after the commencement of an Underwritten Offering
(or for such shorter period as the sole or lead managing Underwriter shall
request) unless earlier terminated by the sole Underwriter or lead managing
Underwriter(s) in such Underwritten Offering.
Section 4. Registration Procedures.
In connection with the obligations of the Company pursuant to Section
2, the Company shall use its best efforts to effect or cause to be effected the
registration of the Registrable Securities under the Securities Act to permit
the sale of such Registrable Securities by the Holders in accordance with their
intended method of distribution, and the Company shall:
(a) (i) prepare and file a Registration Statement with the SEC which
(x) shall be on Form S-3 (or any successor to such form), if available, and
otherwise on Form S-1, (y) shall be available for the sale or exchange of the
Registrable Securities in accordance with the intended method or methods of
distribution by the selling Holders thereof and (z) shall comply as to form
with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith and all other information
reasonably requested by the lead managing Underwriter or sole Underwriter, if
applicable, to be included therein, (ii) use its reasonable best efforts to
cause such Registration Statement to become effective and remain effective in
accordance with Section 2, (iii) use its reasonable best efforts not to take any
action that would cause a Registration Statement to contain a material
misstatement or omission or to be not effective and usable for resale of
Registrable Securities during the period that such Registration Statement is
required to be effective and usable and (iv) cause each Registration Statement
and the related Prospectus and any amendment or supplement thereto, as of the
effective date of such Registration Statement, amendment or supplement (x) to
comply in all material respects with any requirements of the Securities Act and
the rules and regulations of the SEC and (y) not to contain any untrue statement
of a material fact required to be stated therein or necessary to make the
statements therein not misleading;
12
(b) subject to paragraph (j) of this Section 4, prepare and file with
the SEC such amendments and post-effective amendments to each such Registration
Statement, as may be necessary to keep such Registration Statement effective for
the applicable period; cause each such Prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 under the Securities Act; and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by each
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the selling Holders thereof, as
set forth in such registration statement;
(c) furnish to each Holder of Registrable Securities and to each
Underwriter of an Underwritten Offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other documents as
such Holder or Underwriter may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities; the Company
hereby consents to the use of the Prospectus, including each preliminary
Prospectus, by each Holder of Registrable Securities and each Underwriter of an
Underwritten Offering of Registrable Securities covered by the Prospectus or the
preliminary Prospectus (and Holders hereby agreeing not to make a broad public
dissemination of a form of preliminary Prospectus which is designed to be a
"quiet filing" without the Company's consent, such consent to not be withheld
unreasonably);
(d) (i) use its reasonable best efforts to register or qualify the
Registrable Securities, no later than the time the applicable Registration
Statement is declared effective by the SEC, under all applicable state
securities or "blue sky" laws of such jurisdictions as each Underwriter, if any,
or any Holder of Registrable Securities covered by a Registration Statement,
shall reasonably request; (ii) use its reasonable best efforts to keep each such
registration or qualification effective during the period such Registration
Statement is required to be kept effective; and (iii) do any and all other acts
and things which may be reasonably necessary or advisable to enable each such
Underwriter, if any, and Holder to consummate the disposition in each such
jurisdiction of such Registrable Securities owned by such Underwriter or Holder;
provided, however, that the Company shall not be obligated to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is not so qualified or to consent to be subject to general service of process
(other than service of process in connection with such registration or
qualification or any sale of Registrable Securities in connection therewith) in
any such jurisdiction;
13
(e) notify each Holder of Registrable Securities promptly, and, if
requested by such Holder, confirm such advice in writing, (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of the issuance by the
SEC or any state securities authority of any stop order, injunction or other
order or requirement suspending the effectiveness of a Registration Statement or
the initiation of any proceedings for that purpose, (iii) if, between the
effective date of a Registration Statement and the closing of any sale of
securities covered thereby pursuant to any agreement to which the Company is a
party, the representations and warranties of the Company contained in such
agreement cease to be true and correct in all material respects or if the
Company receives any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose and (iv) of the happening of any
event during the period a Registration Statement is effective as a result of
which such Registration Statement or the related Prospectus contains any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading;
(f) furnish counsel for each such Underwriter, if any, and for the
Holders of Registrable Securities copies of any request by the SEC or any state
securities authority for amendments or supplements to a Registration Statement
and Prospectus or for additional information;
(g) use its reasonable best efforts to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement at the earliest
possible time;
(h) upon request, furnish to the sole Underwriter or lead managing
Underwriter of an Underwritten Offering of Registrable Securities, if any,
without charge, at least one signed copy of each Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits; and furnish to
each Holder of Registrable Securities, without charge, at least one conformed
copy of each Registration Statement and any post-effective amendment thereto
(without documents incorporated therein by reference or exhibits thereto, unless
requested);
(i) cooperate with the selling Holders of Registrable Securities and
the sole Underwriter or lead managing Underwriter of an Underwritten Offering of
Registrable Securities, if any, to facilitate the timely preparation and
delivery of
14
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends; and enable such Registrable Securities to be in such
denominations (consistent with the provisions of the governing documents
thereof) and registered in such names as the selling Holders or the sole
Underwriter or lead managing Underwriter of an Underwritten Offering of
Registrable Securities, if any, may reasonably request at least three business
days prior to any sale of Registrable Securities;
(j) upon the occurrence of any event contemplated by paragraph
(e)(iv) of this Section, use its reasonable best efforts to prepare a supplement
or post-effective amendment to a Registration Statement or the related
Prospectus, or any document incorporated therein by reference, or file any other
required document so that, as thereafter delivered to the purchasers of the
Registrable Securities, 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;
(k) enter into customary agreements (including, in the case of an
Underwritten Offering, underwriting agreements in customary form, and including
provisions with respect to indemnification and contribution in customary form
and consistent with the provisions relating to indemnification and contribution
contained herein) and take all other customary and appropriate actions in order
to expedite or facilitate the disposition of such Registrable Securities and in
connection therewith:
(1) make such representations and warranties to the Holders
of such Registrable Securities and the Underwriters, if any, in
form, substance and scope as are customarily made by issuers to
underwriters in similar underwritten offerings;
(2) 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 lead managing
Underwriter, if any, and PNC or the Majority Holders, as
applicable) addressed to each selling Holder and the
Underwriters, if any, covering the matters customarily covered in
opinions requested in sales of securities or underwritten
offerings and such other matters as may be reasonably requested
by such Holders and Underwriters;
15
(3) obtain comfort letters and updates thereof from the
Company's independent certified public accountants addressed to
the selling Holders of Registrable Securities, if permissible,
and the Underwriters, if any, which letters shall be customary in
form and shall cover matters of the type customarily covered in
comfort letters to underwriters in connection with primary
underwritten offerings;
(4) to the extent requested and customary for the relevant
transaction, enter into a securities sales agreement with the
Holders and such representative of the selling Holders as PNC or
the Majority Holders, as applicable, select, relating to the
Registration and providing for, among other things, the
appointment of such representative as agent for the selling
Holders for the purpose of soliciting purchases of Registrable
Securities, which agreement shall be customary in form, substance
and scope and shall contain customary representations, warranties
and covenants; and
(5) deliver such customary documents and certificates as
may be reasonably requested by PNC or the Majority Holders, as
applicable, or by the managing Underwriters, if any.
The above shall be done (i) at the effectiveness of such Registration Statement
(and each post-effective amendment thereto) in connection with any registration
required hereunder, and (ii) at each closing under any underwriting or similar
agreement, as and to the extent required thereunder;
(l) make available for inspection by representatives of the Holders
of the Registrable Securities and any Underwriters participating in any
disposition pursuant to a Registration Statement and any counsel or accountant
retained by such Holders or Underwriters, all relevant financial and other
records, pertinent corporate documents and properties of the Company and cause
the respective officers, directors and employees of the Company to supply all
information reasonably requested by any such representative, Underwriter,
counsel or accountant in connection with a Registration Statement;
(m) (i) within a reasonable time prior to the filing of any
Registration Statement, any Prospectus, any amendment to a Registration
Statement or amendment or supplement to a Prospectus, provide copies of such
document to the Holders of Registrable Securities and to counsel to such Holders
and to the Under-
16
writer or Underwriters of an Underwritten Offering of Registrable Securities, if
any; fairly consider such reasonable changes in any such document prior to or
after the filing thereof as the counsel to the Holders or the Underwriter or the
Underwriters may request and not file any such document in a form to which PNC
or the Majority Holders, as applicable, or any Underwriter shall reasonably
object; and make such of the representatives of the Company as shall be
reasonably requested by the Holders of Registrable Securities being registered
or any Underwriter available for discussion of such document;
(ii) within a reasonable time prior to the filing of any
document which is to be incorporated by reference into a Registration Statement
or a Prospectus, provide copies of such document to counsel for the Holders;
fairly consider such reasonable changes in such document prior to or after the
filing thereof as counsel for such Holders or such Underwriter shall request;
and make such of the representatives of the Company as shall be reasonably
requested by such counsel available for discussion of such document;
(n) cause all Registrable Securities to be listed on the New York
Stock Exchange and any securities exchange on which securities of the same class
issued by the Company are then so qualified or listed if so requested by PNC or
the Majority, as applicable, or if so requested by the Underwriter or
Underwriters of an Underwritten Offering of Registrable Securities, if any;
(o) otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC, including making available to its
security holders an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;
(p) cooperate and assist in any filings required to be made with the
NASD and in the performance of any due diligence investigation by any
Underwriter in an Underwritten Offering; and
(q) use its reasonable best efforts to facilitate the distribution
and sale of any Registrable Securities to be offered pursuant to this Agreement,
including without limitation by making road show presentations, holding meetings
with potential investors and taking such other actions as shall be requested by
PNC or the Majority Holders, as applicable, or the lead managing Underwriter of
an Underwritten Offering.
17
Each selling Holder of Registrable Securities as to which any
registration is being effected pursuant to this Agreement agrees, as a condition
to the registration obligations with respect to such Holder provided herein, to
furnish to the Company such information regarding such Holder required to be
included in the Registration Statement, the ownership of Registrable Securities
by such Holder and the proposed distribution by such Holder of such Registrable
Securities as the Company may from time to time reasonably request in writing.
Each Holder agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in paragraph (e)(iv) of this
Section, such Holder will forthwith discontinue disposition of Registrable
Securities pursuant to the affected Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus, contemplated by
paragraph (j) of this Section, and, if so directed by the Company, such Holder
will deliver to the Company (at the expense of the Company), all copies in its
possession, other than permanent file copies then in such Holder's possession,
of the Prospectus covering such Registrable Securities which was current at the
time of receipt of such notice.
Section 5. Indemnification; Contribution.
(a) Indemnification by the Company. The Company agrees to indemnify
------------------------------
and hold harmless each Person who participates as an underwriter (any such
Person being an "Underwriter"), each Holder and their respective partners,
directors, officers and employees and each Person, if any, who controls any
Holder or Underwriter within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act as follows:
(i) against any and all losses, liabilities, claims, damages,
judgments and reasonable expenses whatsoever, as incurred, arising out of any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement pursuant to which Registrable Securities were registered
under the Securities Act, including all documents incorporated therein by
reference, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue statement of
a material fact contained in any Prospectus, including all documents
incorporated therein by reference, or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading;
18
(ii) against any and all losses, liabilities, claims, damages,
judgments and reasonable expenses whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, investigation or
proceeding by any governmental agency or body, commenced or threatened, or of
any other claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, if such settlement is effected
with the written consent of the Company; and
(iii) against any and all reasonable expense whatsoever, as incurred
(including fees and disbursements of counsel), incurred in investigating,
preparing or defending against any litigation, investigation or proceeding by
any governmental agency or body, commenced or threatened, in each case whether
or not such Person is a party, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under subparagraph (j) or (ii)
above;
provided, however, that this indemnity agreement does not apply to any Holder or
Underwriter with respect to any loss, liability, claim, damage, judgment or
expense to the extent arising out of any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus, or the omission or
alleged omission therefrom of a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, in any such case made in reliance upon and in conformity with
written information furnished to the Company by such Holder or Underwriter
expressly for use in a Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto); and provided further, in
the case of an offering that is not an Underwritten Offering, the Company will
not be liable to any Holder of Registrable Securities under the indemnity
agreement in this Section 5(a) for any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense that arises out of such
Holder's failure to send or give a copy of the final Prospectus (as its may then
be amended or supplemented) to the Person asserting an untrue statement or
alleged untrue statement or omission or alleged omission at or prior to the
written confirmation of the sale of the Registrable Securities to such Person if
such statement or omission was corrected in such final Prospectus (as it may
then be amended or supplemented) and the Company has previously furnished copies
thereof in accordance with this Agreement.
19
(b) Indemnification by Holders. (i) Each selling Holder severally
--------------------------
agrees to indemnify and hold harmless the Company, each Underwriter and the
other selling Holders, and each of their respective partners, directors,
officers and employees (including each officer of the Company who signed the
Registration Statement), and each Person, if any, who controls the Company, any
Underwriter or any other selling Holder within the meaning of Section 15 of the
Securities Act, against any and all losses, liabilities, claims, damages,
judgments and expenses described in the indemnity contained in paragraph (a) of
this Section (provided that any settlement of the type described therein is
effected with the written consent of such selling Holder), as incurred, but only
with respect to untrue statements or alleged untrue statements of a material
fact contained in any Prospectus or the omissions or alleged omissions therefrom
of a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, in any such case made
in reliance upon and in conformity with written information furnished to the
Company by such selling Holder expressly for use in such Registration Statement
(or any amendment thereto) or such Prospectus (or any amendment or supplement
thereto).
(c) Conduct of Indemnification Proceedings. Each indemnified party or
--------------------------------------
parties shall give reasonably prompt notice to each indemnifying party or
parties of any action or proceeding commenced against it in respect of which
indemnity may be sought hereunder, but which it or they may have under this
indemnity agreement, except to the extent that the indemnifying party is
materially prejudiced by such failure to give notice. If the indemnifying party
or parties so elects within a reasonable time after receipt of such notice, the
indemnifying party or parties may assume the defense of such action or
proceeding at such indemnifying party's or parties' expense with counsel chosen
by the indemnifying party or parties and approved by the indemnified party
defendant in such action or proceeding, which approval shall not be unreasonably
withheld; provided, however, that, if such indemnified party or parties
determines in good faith that a conflict of interest exists and that therefore
it is advisable for such indemnified party or parties to be represented by
separate counsel or that, upon advice of counsel, there may be legal defenses
available to it or them which are different from or in addition to those
available to the indemnifying party, then the indemnifying party or parties
shall not be entitled to assume such defense and the indemnified party or
parties shall be entitled to separate counsel (limited in each jurisdiction to
one counsel for all Underwriters and another counsel for all other indemnified
parties under this Agreement) at the indemnifying party's or parties' expense.
If an indemnifying party or parties is not so entitled to assume the defense of
such action or does not assume
20
such defense, after having received the notice referred to in the first sentence
of this paragraph, the indemnifying party or parties will pay the reasonable
fees and expenses of counsel for the indemnified party or parties (limited in
each jurisdiction to one counsel for all Underwriters and another counsel for
all other indemnified parties under this Agreement). No indemnifying party or
parties will be liable for any settlement effected without the written consent
of such indemnifying party or parties, which consent shall not be unreasonably
withheld. If an indemnifying party is entitled to assume, and assumes, the
defense of such action or proceeding in accordance with this paragraph, such
indemnifying party or parties shall not, except as otherwise provided in this
subsection (c), be liable for any fees and expenses of counsel for the
indemnified parties incurred thereafter in connection with such action or
proceeding.
(d) Contribution. (i) In order to provide for just and equitable
------------
contribution in circumstances in which the indemnity agreement provided for in
this Section is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms in respect of any
losses, liabilities, claims, damages, judgments and expenses suffered by an
indemnified party referred to therein, each applicable 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 losses, liabilities,
claims, damages, judgments and expenses in such proportion as is appropriate to
reflect the relative fault of the Company on the one hand and of the liable
selling Holders (including, in each case, that of their respective officers,
directors, employees and agents) on the other, in connection with the statements
or omissions which resulted in such losses, liabilities, claims, damages,
judgments or expenses, as well as any other relevant equitable considerations.
The relative fault of the Company on the one hand and of the liable selling
Holders (including, in each case, that of their respective officers, directors,
employees and agents) on the other, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company, on the one hand, or by or on behalf of the
selling Holders, on the other, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses,
liabilities, claims, damages, judgments and expenses referred to above shall be
deemed to include, subject to the limitations set forth in paragraph (c) of this
Section, any legal or other fees or expenses reasonably incurred by such party
in connection with investigating or defending any action or claim.
21
(ii) The Company and each Holder of Registrable Securities agree that
it would not be just and equitable if contribution pursuant to this paragraph
(d) were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in sub-
paragraph (i) above. Notwithstanding the provisions of this paragraph (d), in
the case of distributions to the public, an indemnifying Holder shall not be
required to contribute any amount in excess of the amount by which (A) the total
price at which the Registrable Securities sold by such indemnifying Holder and
distributed to the public were offered to the public exceeds (B) the amount of
any damages which such indemnifying Holder 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.
(iii) For purposes of this Section, each Person, if any, who controls
a Holder or an Underwriter within the meaning of Section 15 of the Securities
Act (and their respective partners, directors, officers and employees) shall
have the same rights to contribution as such Holder or Underwriter; and each
director of the Company, each officer of the Company who signed the Registration
Statement and each Person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act, shall have the same rights to contribution
as the Company.
Section 6. Miscellaneous.
(a) No Inconsistent Agreements. The Company will not on or after the
--------------------------
date of this Agreement enter into any agreement which conflicts with the
provisions of this Agreement or which grants registration or similar rights
inconsistent with the rights herein.
(b) Amendments and Waivers. The provisions of this Agreement,
----------------------
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of PNC and
Employee Stockholders representing a majority of the aggregate number of
outstanding shares of Class B Common Stock beneficially owned by Employee
Stockholders and, if any such amendment, modification, supplement, waiver or
consent would adversely affect the rights of any Holder hereunder, the written
consent of each Holder which is affected shall be obtained; provided, however,
that nothing herein shall prohibit any
22
amendment, modification, supplement, waiver or consent the effect of which is
limited only to those Holders who have agreed to such amendment, modification,
supplement, waiver or consent.
(c) Notices. All notices and other communications provided for or
-------
permitted hereunder shall be made in writing by hand delivery, telex,
telecopier or any courier guaranteeing overnight delivery (i) if to a Holder,
at the most current address given by such Holder to the Company by means of a
notice given in accordance with the provisions of this paragraph (c), which
address initially is, with respect to each Holder as of the date hereof, the
address set forth next to such Holder's name on the signature page hereof and
with respect to each Holder who becomes after the date hereof, the address of
such Holder in the stock or warrant records of the Company or (ii) if to the
Company, at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, telecopier number (212) 409-
3744, Attention: General Counsel, and thereafter at such other address, notice
of which is given in accordance with the provisions of this paragraph (c), with
a copy to Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, telecopier number (000) 000-0000.
Notwithstanding the foregoing, the Company shall not be obligated to provide any
notice to any Holder which is not a party to this Agreement except with respect
to a Required or Incidental Registration Statement which has been filed and
pursuant to which such Holder is identified as a selling stockholder.
All such notices and communications shall be deemed to have been duly
given at the time delivered by hand, if personally delivered; when answered
back, if telexed; when receipt is acknowledged, if telecopied; and on the next
business day, if timely delivered to a courier guaranteeing overnight delivery.
(d) Successors and Assigns. This Agreement shall inure to the benefit
----------------------
of and be binding upon the successors, assigns and transferees of each of the
parties without the need for an express assignment. If any successor, assignee
or transferee of any Holder shall acquire Registrable Securities in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such Person shall conclusively be deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and to receive the benefits hereof. Notwithstanding the foregoing,
nothing in this Section 6 is intended to enlarge the class of Persons which are
Holders, as defined in the preamble of this Agreement, and thus entitled to the
rights granted hereunder. For purposes of this
23
Agreement, "successor" for any entity other than a natural person shall mean a
successor to such entity as a result of such entity's merger, consolidation,
liquidation, dissolution, sale of substantially all of its assets or similar
transaction.
(e) Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which, when so executed and delivered, shall be deemed to
be an original, but all of which counterparts, taken together, shall constitute
one and the same instrument.
(f) Descriptive Headings, Etc. The headings in this Agreement are for
-------------------------
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein. Unless the context of this Agreement
otherwise requires: (1) words of gender shall be deemed to include each other
gender; (2) words using the singular or plural number shall also include the
plural or singular number, respectively; (3) the words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and Article, Section and paragraph references are to the Articles,
Sections and paragraphs to this Agreement unless otherwise specified; (4) the
word "including" and words of similar import when used in this Agreement shall
mean "including, without limitation," unless otherwise specified; (5) "or" is
not exclusive; and (6) provisions apply to successive events and transactions.
(g) Severability. In the event that any one or more of the
------------
provisions, paragraphs, words, clauses, phrases or sentences 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, paragraph, word, clause, phrase or
sentence in every other respect and of the other remaining provisions,
paragraphs, words, clauses, phrases or sentences hereof shall not be in any way
impaired, it being intended that all rights, powers and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.
(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
-------------
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
THE CONFLICTS OF LAW PRINCIPLES THEREOF).
24
(i) Specific Performance. The parties hereto acknowledge that there
--------------------
would be no adequate remedy at law if any party fails to perform in any material
respect any of its obligations hereunder, and accordingly agree that each party,
in addition to any other remedy to which it may be entitled at law or in equity,
shall be entitled to compel specific performance of the obligations of any other
party under this Agreement in accordance with the terms and conditions of this
Agreement in any court of the United States or any State thereof having
jurisdiction.
(j) Entire Agreement. This Agreement is intended by the parties as a
----------------
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. This Agreement supersedes all
prior agreements and understandings between the Company, on the one hand, and
the other parties to this Agreement, on the other, with respect to such subject
matter.
* * *
25
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.
BLACKROCK, INC.
By:___________________________
Name:
Title:
PNC ASSET MANAGEMENT, INC.
By:___________________________
Name:
Title:
Address:
-------
PNC Asset Management, Inc.
c/o PNC Bank Corp.
Xxx XXX Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: General Counsel
Telecopy: 000-000-0000
Telephone: 000-000-0000
[EMPLOYEE STOCKHOLDERS]
_________________________
Name:
Address:
-------
_______________________________
_______________________________
_______________________________
_______________________________
Telephone Number:
----------------
_______________________________
Telecopier Number:
-----------------
_______________________________
