-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C2RgouaDeaMEiscD7FZ+cPfEhQ20q/CCcAx4QyEMHHXV1te36ixmbOKThRWxBH1B yBL6DY49Vbvrknky7R6YOw== /in/edgar/work/20000731/0000947871-00-000507/0000947871-00-000507.txt : 20000921 0000947871-00-000507.hdr.sgml : 20000921 ACCESSION NUMBER: 0000947871-00-000507 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000731 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RECKSON ASSOCIATES REALTY CORP CENTRAL INDEX KEY: 0000930548 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 113233650 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-47067 FILM NUMBER: 682509 BUSINESS ADDRESS: STREET 1: 225 BROADHOLLOW RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5166946900 MAIL ADDRESS: STREET 1: 225 BROADHOLLOW RD CITY: MELVILLE STATE: NY ZIP: 11747 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALGEMEEN BURGERLIJK PENSIOENFONDS CENTRAL INDEX KEY: 0000918509 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: OUDE LINDESTRAAT 70 STREET 2: POSTBUS 6401 CITY: DL HEERLEN BUSINESS PHONE: 011-31-45-798022 MAIL ADDRESS: STREET 1: SHERMAN & STERLING STREET 2: 599 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 0001.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Reckson Associates Realty Corp. (Name of Issuer) Class A Common Stock, Par Value $ .01 Per Share (Title of Class of Securities) 75621K304 (CUSIP Number) Cornelius J. Dwyer, Jr., Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices) June 16, 2000 (Date of Event which requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stichting Pensioenfonds ABP - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization The Kingdom of the Netherlands - -------------------------------------------------------------------------------- NUMBER OF 7 Sole Voting Power SHARES 4,478,358 shares of Class A Common Stock BENEFICIALLY ----------------------------------------------------- OWNED BY 8 Shared Voting Power EACH 0 REPORTING ----------------------------------------------------- PERSON 9 Sole Dispositive Power WITH 4,478,358 shares of Class A Common Stock ----------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,478,358 shares of Class A Common Stock* * assumes conversion of 296,540 shares of Class B Common Stock - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 9.9%* * assumes conversion of 296,540 shares of Class B Common Stock - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) EP - -------------------------------------------------------------------------------- 2 Item 1. Security and Issuer The class of equity securities to which this statement relates is the Class A common stock, par value $.01 per share (the "Class A Common Stock") of Reckson Associates Realty Corp., a Maryland corporation (the "Issuer"). The principal executive offices of the Issuer are located at 225 Broadhollow Road, Melville, New York 11747. Item 2. Identity and Background The name of the person filing this statement is Stichting Pensioenfonds ABP, an entity established under the laws of The Kingdom of the Netherlands (the "Fund"), whose principal business is investing funds held on behalf of public sector employees of The Kingdom of the Netherlands. The address of the Fund's principal executive office is Oude Lindestraat 70, Postbus 2889, 6401 DL Heerlen, The Netherlands. The name, citizenship, business address and present principal occupation or employment, as well as the name and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of the Fund are as follows:
PRINCIPAL BUSINESS NAME OCCUPATION CITIZENSHIP ADDRESS ---- ---------- ----------- ------- B. de Vries Independent Chairman of The Netherlands Oude Lindestraat the Governing Board 70 6411 EJ Heerlen The Netherlands P.M. Altenburg First Vice Chairman of the The Netherlands Oude Lindestraat Governing Board 70 6411 EJ Heerlen The Netherlands W. Drees Secretary of the Governing The Netherlands Oude Lindestraat Board 70 6411 EJ Heerlen The Netherlands J.W.E. Neervens Chairman of the Board of The Netherlands Oude Lindestraat Directors 70 6411 EJ Heerlen The Netherlands J.M.G. Frijns Member of the Board of The Netherlands Oude Lindestraat Directors 70 6411 EJ Heerlen The Netherlands J.F. Maassen Member of the Board of The Netherlands Oude Lindestraat Directors 70 6411 EJ Heerlen The Netherlands J.H.R. van de Poel Member of the Board of The Netherlands Oude Lindestraat Directors 70 6411 EJ Heerlen The Netherlands
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PRINCIPAL BUSINESS NAME OCCUPATION CITIZENSHIP ADDRESS ---- ---------- ----------- ------- J.M.G. Frijns Chief Investment Officer/ The Netherlands Oude Lindestraat Managing Director 70 6411 EJ Heerlen The Netherlands A.H. Berendsen Managing Director The Netherlands Oude Lindestraat 70 6411 EJ Heerlen The Netherlands J. Mensonides Managing Director The Netherlands Oude Lindestraat 70 6411 EJ Heerlen The Netherlands
To the knowledge of the Fund, during the last five years, neither the Fund nor any of its executive officers or directors has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Pursuant to the terms of the Exchange Agreement between the Fund and the Issuer dated as of June 16, 2000 (the "Exchange Agreement"), the Fund received 4,181,818 shares of Class A Common Stock in exchange for 4,000,000 shares of Series B Convertible Cumulative Preferred Stock, par value $.01 per share, ("Series B Preferred Stock"). In addition, the Fund agreed to sell 525,000 shares of Class A Common Stock in order that the Fund will not exceed the ownership limit of the Issuer's securities established in the Issuer's Articles of Amendment and Restatement dated May 22, 1995, as amended through the date hereof. Item 4. Purpose of Transaction The Fund from time to time intends to review its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Based on such review, the Fund will take such actions in the future as the Fund may deem appropriate in light of the circumstances existing from time to time. If the Fund believes that further investment in the Issuer is attractive, whether because of the market price of the Issuer's securities or otherwise, it may acquire additional securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Fund may determine to dispose of some or all of the Class A Common Stock, Class B Common Stock, par value $.01 per share ("Class B Common Stock"), and Series B Preferred Stock currently owned by the Fund or otherwise acquired by the Fund either in the open market or in privately negotiated transactions. 4 Except as set forth above, the Fund has not currently formulated any definitive plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other or instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a) The Fund is the sole beneficial owner of 4,478,358 shares of Class A Common Stock representing 9.9% of the outstanding shares of the Issuer's Class A Common Stock. The calculation of the foregoing percentage is based on the conversion of 296,540 shares of Class B Common Stock owned by the Fund into 296,540 shares of Class A Common Stock and the number of shares of Class A Common Stock disclosed as outstanding by the Issuer upon exchange of 4,000,000 shares of the Issuer's Series B Preferred Stock owned by the Fund into 4,181,818 shares of Class A Common Stock. (b) The Fund has the sole power to vote or to direct the vote or dispose or direct the disposition of 4,478,358 shares of Class A Common Stock. To the knowledge of the Fund, there are no shares of Class A Common Stock which are beneficially owned by any director or executive officer listed under Item 2. (c) On May 25, 2000, the Fund sold 50,000 shares of Class A Common Stock at a price of $21.32 per share. On May 31, 2000, the Fund sold 264,883 shares of Class A Common Stock at a price of $21.82 per share. On June 2, 2000, the Fund sold 200,000 shares of Class A Common Stock at a price of $21.89 per share. Each of these sales was on the open market. Pursuant to the Exchange Agreement, the Fund received 4,181,818 shares of Class A Common Stock in exchange for 4,000,000 shares of Series B Preferred Stock. Except as disclosed herein, there have been no transactions by the Fund in securities of the Issuer during the past sixty days. (d) To the knowledge of the Fund, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock owned by the Fund. (e) Not applicable. Item 6. Contracts, Arrangements, Understanding of Relationships with Respect to Securities of the Issuer 5 Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any Securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantors of profit, division of profit or loss or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits Exchange Agreement between Stichting Pensioenfonds ABP and Reckson Associates Realty Corp. dated as of June 16, 2000. 6 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 28, 2000 STICHTING PENSIOENFONDS ABP By: /s/ R. Coomans ---------------------------- R. Coomans Authorized Signatory By: /s/ R.M.M.J. Bauer ---------------------------- R.M.M.J. Bauer Authorized Signatory 7 EX-99 2 0002.txt EXCHANGE AGREEMENT EXCHANGE AGREEMENT EXCHANGE AGREEMENT, dated as of June 16, 2000, between Stichting Pensioenfonds ABP, a Dutch pension fund ("ABP") and Reckson Associates Realty Corp., a Maryland corporation ("Reckson"). W I T N E S S E T H WHEREAS, Reckson wishes to exchange the Common Shares (as defined herein) for the Preferred Shares (as defined herein) and ABP wishes to exchange the Preferred Shares for the Common Shares, on the terms and conditions set forth herein: NOW, THEREFORE, in consideration of the premises and the mutual representations and covenants herein contained and for other good and valuable consideration, the parties hereto agree as follows: ARTICLE I. DEFINITIONS The following terms shall have the following respective meanings for all purposes of this Agreement: "Agreement" means this Exchange Agreement, as it may be from time to time amended, including the Exhibits hereto. "Articles of Incorporation" means the Articles of Amendment and Restatement of Reckson, dated May 22, 1995, as amended through the date hereof. "Class A Common Stock" means the Class A Common Stock, par value $.01 per share, of Reckson. "Class B Common Stock" means the Class B Common Stock, par value $.01 per share, of Reckson. "Common Shares" means 4,181,818 shares of Class A Common Stock. "Other ABP Shares" has the meaning set forth in Article III hereof. "Ownership Limit" has the meaning ascribed to such term in the Articles of Incorporation. "Preferred Shares" means 4,000,000 shares of Series B Convertible Cumulative Preferred Stock, of Reckson. "Shelf Registration Statement" has the meaning ascribed to such term in the Registration Rights Agreement. "Registration Rights Agreement" has the meaning set forth in Article V hereof. "Waiver Termination Date" has the meaning set forth in Article VI hereof. ARTICLE II. THE EXCHANGE Section 2.1 Exchange of Securities. (a) On the terms and subject to the conditions of this Agreement, (i) ABP shall deliver to Reckson the Preferred Shares in exchange for the Common Shares and, simultaneously, (ii) Reckson shall deliver to ABP the Common Shares in exchange for the Preferred Shares. (b) The closing (the "Closing") of the exchange of the securities referred to in clause (a) above shall be held at the offices of Brown & Wood LLP, One World Trade Center, New York, New York 10048, as soon as practicable on or after the date hereof, but, in any event, not later than two business days after the date hereof. At the Closing, (i) ABP shall deliver to Reckson (x) one or more certificates representing the Preferred Shares with a properly executed instrument of transfer and (y) an executed copy of the representation letter with respect to certain tax matters attached hereto as Exhibit A, (ii) Reckson shall deliver to ABP certificates issued in ABP's name representing the Common Shares and (iii) the parties will enter into the Registration Rights Agreement attached hereto as Exhibit B. ARTICLE III. REPRESENTATIONS AND WARRANTIES OF ABP ABP hereby represents and warrants to Reckson that: Section 3.1 Due Authorization. ABP has full right, power and authority to enter into this Agreement and the Registration Rights Agreement and the other documents required to be delivered by it hereunder, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Registration Rights Agreement has been duly executed and delivered by ABP. Each of this Agreement and the Registration Rights Agreement is a legal, valid and binding obligation of ABP, enforceable against it in accordance with its terms (except as enforceability may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law). Section 3.2 No Conflict. Neither the execution and delivery of this Agreement or the Registration Rights Agreement or any of the other documents contemplated hereby nor the consummation of the transactions contemplated hereby or thereby by ABP will (a) conflict with, result in a breach or violation of or constitute (or with notice or lapse of time or both constitute) a default under, (i) any law, statute, regulation, order, judgment or decree or (ii) any instrument, contract or other agreement to which ABP is a party or by which ABP or any of its properties or assets is subject or bound, or (b) result in the creation of, or give any party the right to create, any lien, charge, option, security interest or other encumbrance upon the Preferred Shares. 2 Section 3.3 Ownership of Preferred Shares. ABP owns the Preferred Shares free and clear of all claims, charges, equities, liens, security interests, pledges, mortgages or encumbrances whatsoever ("Liens"). Upon consummation of the transactions contemplated hereby, Reckson will have good and valid title to the Preferred Shares, free and clear of any Liens other than Liens created by Reckson. Section 3.4 Ownership of Other Reckson Securities. ABP owns no securities issued by Reckson, or securities convertible into or exchangeable for securities issued by Reckson, other than the Preferred Shares and 389,540 shares of Class B Common Stock (the "Other ABP Shares"). ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF RECKSON Reckson hereby represents and warrants to ABP that: Section 4.1 Organization, Standing and Authorization. Reckson is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. It has full right, power and authority to enter into this Agreement and the Registration Rights Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Registration Rights Agreement has been duly executed and delivered by Reckson. Each of this Agreement and the Registration Rights Agreement is a legal, valid and binding obligation of Reckson, enforceable against it in accordance with its terms (except as enforceability may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law). Section 4.2 Common Shares. The Common Shares have been duly authorized for issuance by Reckson pursuant to the terms of this Agreement and, at Closing, will be validly issued, fully paid and nonassessable. The issuance of the Common Shares is not subject to any preemptive or similar rights under any provisions of applicable law, the Articles of Incorporation or by-laws of Reckson or any agreement, contract or instrument to which Reckson is a party or by which it or any of is properties or assets is bound. Section 4.3 No Conflict. Neither the execution and delivery of this Agreement or the Registration Rights Agreement nor the consummation of the transactions contemplated hereby or thereby by Reckson will conflict with, result in a breach or violation of or constitute (or with notice or lapse of time or both constitute) a default under, (i) the articles of incorporation or by-laws of Reckson, (ii) any law, statute, regulation, order, judgment or decree or (iii) any instrument, contract or other agreement to which Reckson is a party or by which Reckson or any of its properties or assets is subject or bound. The Board of Directors of Reckson has taken all necessary action to exempt ABP from the Ownership Limit in accordance with the terms of Article VI hereof. 3 ARTICLE V. REGISTRATION RIGHTS Section 5.1 Registration Rights. The parties hereto hereby agree to enter into the Registration Rights Agreement set forth as Exhibit B hereto (the "Registration Rights Agreement") on the date hereof. ARTICLE VI. OWNERSHIP LIMIT Section 6.1 Ownership Limit. It is understood that (i) the ownership by ABP of the Common Shares and the Other ABP Shares will exceed the Ownership Limit by approximately 525,000 shares as of the date of the Closing and (ii) that the Board of Directors of Reckson has waived the Ownership Limit with respect to ABP's ownership of approximately 525,000 shares in excess of the Ownership Limit for the period from the Closing through the date (the "Waiver Termination Date") which is 120 days after the date on which the Shelf Registration Statement is declared effective by order of the Securities and Exchange Commission, provided, however, that the Waiver Termination Date shall be extended by the number of days, if any, during such 120 day period that Reckson suspends sales of Class A Common Stock under the Shelf Registration Statement pursuant to the terms of the Registration Rights Agreement or the Prospectus (as defined in the Registration Rights Agreement) is not otherwise usable for resales in accordance with the terms of the Registration Rights Agreement. ABP agrees to sell or otherwise dispose of an aggregate of 525,000 shares of Class A Common Stock on or before the Waiver Termination Date and acknowledges that from and after the Waiver Termination Date the waiver of the Ownership Limit by the Board of Directors of Reckson with respect to ABP shall expire and be of no further effect. ARTICLE VII. DIVIDENDS Section 7.1 Dividends on the Preferred Shares and Common Shares. The parties hereby agree that ABP shall be entitled to dividends accumulating in respect of the Preferred Shares up to but excluding the date of the Closing and that dividends accumulating in respect of the Preferred Shares from and including the date of the Closing and thereafter shall be the property of the Company and ABP shall have no rights or interest with respect thereto. The parties hereby further agree that ABP shall be entitled to dividends in respect of the Common Shares from and including the date of the Closing and that dividends in respect of the Common Shares for the period prior to the date of the Closing shall be the property of the Company and ABP shall have no rights or interest with respect thereto. In order to enable the payment of the dividends on the Preferred Shares and the Common Shares in accordance with the foregoing, ABP agrees that it shall not transfer or otherwise retitle the name in which the Common Shares are registered on or prior to July 10, 2000, which is the record date for payment of dividends in respect of the Class A Common Stock. The parties agree that the allocation of the dividends with respect to the Common Shares shall be calculated based upon the number of days during the 4 period from April 1, 2000 through June 30, 2000 that the Common Shares are outstanding divided by the number of days in such period. ARTICLE VIII. MISCELLANEOUS Section 8.1 Entire Agreement. This Agreement (including the Exhibits hereto) contains all of the terms, conditions and representations and warranties agreed upon by the parties relating to the subject matter of this Agreement and supersedes all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter. No party shall be deemed to make any representation, warranty or covenant to any other party with respect to this Agreement or the transactions contemplated hereby except for the representations, warranties and covenants contained herein (including the Exhibits hereto). Section 8.2 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement. Section 8.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. Section 8.4 Assignment. This Agreement may not be assigned by any party without the prior written consent of the other parties. Section 8.5 Counterparts. This Agreement may be signed in two or more counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. For purposes of this Agreement, a facsimile copy of a party's signature shall be sufficient to bind such party. Section 8.6 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts of laws principles thereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date set forth above. RECKSON ASSOCIATES REALTY CORP. By: /s/ Jason M. Barnett -------------------------------------------- Name: Jason M. Barnett Title: Executive Vice President STICHTING PENSIOENFONDS ABP By: ABP Investments US, Inc., as Agent By: /s/ Barden N. Gale -------------------------------------------- Name: Barden N. Gale Title: Executive Vice President 6 -----END PRIVACY-ENHANCED MESSAGE-----