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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

AMENDMENT TO CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 10, 2006

ARPEGGIO ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50781	20-0953973
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10 East 53rd Street, 35th Floor, New York, New York	10022
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 319-7676

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ARPEGGIO ACQUISITION CORPORATION (“ARPEGGIO”) IS HOLDING PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING ARPEGGIO SECURITIES, REGARDING ITS MERGER WITH HILL INTERNATIONAL, INC., AS DESCRIBED IN THE CURRENT REPORT ON FORM 8-K OF ARPEGGIO DATED DECEMBER 5, 2005 AND THE AMENDMENT THERETO DATED DECEMBER 30, 2005. SUCH CURRENT REPORT AND AMENDMENT AND THIS AMENDMENT TO THAT CURRENT REPORT, INCLUDING SOME OR ALL OF THE EXHIBITS THERETO AND HERETO, WILL BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.

EARLYBIRDCAPITAL, INC. (“EBC”), THE MANAGING UNDERWRITER OF ARPEGGIO’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN JUNE 2004, IS ASSISTING ARPEGGIO IN THESE EFFORTS WITHOUT CHARGE, OTHER THAN THE REIMBURSEMENT OF ITS OUT-OF-POCKET EXPENSES. ARPEGGIO AND ITS DIRECTORS AND EXECUTIVE OFFICERS AND EBC MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICIATION OF PROXIES FOR THE SPECAL MEETING OF ARPEGGIO STOCKHOLDERS TO BE HELD TO APPROVE THE MERGER.

STOCKHOLDERS OF ARPEGGIO AND OTHER INTERESTED PERSONS ARE ADVISED TO READARPEGGIO’S PRELIMINARY PROXY STATEMENT AND, WHEN AVAILABLE, DEFINITIVE PROXY STATEMENT IN CONNECTION WITH ARPEGGIO’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE PROXY STATEMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ ARPEGGIO’S FINAL PROSPECTUS, DATED JUNE 24, 2004, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE ARPEGGIO OFFICERS AND DIRECTORS AND OF EBC AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THIS BUSINESS COMBINATION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE MERGER. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: ARPEGGIO ACQUISITION CORPORATION, 10 EAST 53^RD STREET, 35^TH FLOOR, NEW YORK, NEW YORK 10022. THE PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE, AND THE FINAL PROSPECTUS CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (http://www.sec.gov).

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Item 1.01 Entry into a Material Definitive Agreement.

On December 5, 2005, Arpeggio Acquisition Corporation (“Arpeggio”) entered into an Agreement and Plan of Merger (“Merger Agreement”) with Hill International, Inc. and all of its then stockholders (“Stockholders”) providing for the merger of Hill International, Inc. with and into Arpeggio. Arpeggio will be the surviving corporation in the merger and will change its name to “Hill International, Inc.”

Pursuant to the Merger Agreement, as signed on December 5, 2005, and as amended by amendment dated December 30, 2005, the form of Voting Agreement to be entered into among the Stockholders, Arpeggio and certain stockholders of Arpeggio provided that, upon consummation of the merger, the board of directors of Arpeggio would be increased to seven members, of whom five (including Messrs. Irvin and David Richter) were to be designated by the Stockholders and two were to be designated by the stockholders of Arpeggio (such designees initially to be Eric S. Rosenfeld, Arpeggio’s current Chairman, Chief Executive Officer and President, and Arnaud Ajdler, Arpeggio’s current Chief Financial Officer and Secretary). On April 12, 2006, the Merger Agreement was further amended (by Amendment dated April 6, 2006) to revise the form of Voting Agreement to specify the three remaining persons designated by the Stockholders and the class in which each of the seven directors will serve. Schedule 5.2 to the Merger Agreement was also changed by the amendment to specify the persons designated by the Stockholders.

The three designees of the Stockholders, who will commence directorships upon the closing of the merger, are the following:

BRIAN W. CLYMER, 58, is Senior Vice President of External Affairs for Prudential Financial Inc. where he has worked since July 1997. Prior to Prudential, he served as New Jersey State Treasurer under Governor Christine Todd Whitman from 1994 to 1997. Prior to that, Mr. Clymer was President and Chief Executive Officer of Railway System Design, Inc. and Vice President of its parent company, Gannett Fleming, Inc., an engineering design firm from 1993 to 1994. From 1989 to 1993, he served under President George H.W. Bush as Administrator of the U.S. Department of Transportation’s Federal Transit Administration. Mr. Clymer has served on numerous Boards of Directors, including the New Jersey Sports and Exposition Authority, the New Jersey Casino Reinvestment Development Authority, the New Jersey Performing Arts Center, the Southeastern Pennsylvania Transportation Authority, the American Public Transportation Association (APTA), and Motor Coach Industries International, Inc., then a New York Stock Exchange-listed designer and manufacturer of buses and coaches. He currently serves on the Board of Directors of the New Jersey Alliance for Action, the Prudential Financial, Inc. Political Action Committee, the Independent College Fund of New Jersey, the Commerce and Industry Association of New Jersey, and Longport, Inc., an OTCBB-listed medical technology company. Mr. Clymer earned his B.S. in business and economics from Lehigh University. He is a Certified Public Accountant in the Commonwealth of Pennsylvania.

WILLIAM J. DOYLE, 75, has been retired since June 1999. From 1993 to 1999, he was Chairman and Chief Executive Officer of Paolin & Sweeney, Inc., an advertising and public

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relations firm. Before that, he was Vice Chairman of the Board of Directors of Hill from 1985 to 1992. Mr. Doyle has served as Chairman of the Delaware River Port Authority, as Chairman of the Philadelphia Area Transportation Corp., as Chairman of the Executive Committee of the Tri-State Regional Port Development Corp., and as President of the Philadelphia Chapter of the Young Presidents’ Organization. He served on the Board of Directors of STV Group, Inc., a Nasdaq-listed engineering, architecture and construction management firm, from 1993 to 2001. He has also served on the Board of Directors of the American Cinematheque, the Philadelphia College of Performing Arts, APTA, and the Construction Management Association of America.

ALAN S. FELLHEIMER, 63, has been Chairman and Chief Executive Officer of the Pennsylvania Business Bank since he founded the state-chartered commercial bank in September 1998. He has also been a Partner with the Philadelphia law firm of Fellheimer & Eichen since January 2006. From 1991 to 1998, Mr. Fellheimer was a Partner in the Philadelphia law firm of Fellheimer Eichen Braverman & Kaskey. During 1991, he was a Partner with the Philadelphia law firm of Spector Gadon & Rosen, P.C. From 1985 to 1990, Mr. Fellheimer was Chairman and Chief Executive Officer of Equimark Corp., a New York Stock Exchange-listed bank holding company. He currently serves as Vice President and a member of the Board of Trustees of the Pennsylvania Ballet and as a member of the President’s Advisory Board at Temple University. Mr. Fellheimer earned his A.B. in liberal arts and his J.D. from Temple University. He is a member of the New Jersey and Pennsylvania Bars.

Under the form of Voting Agreement, as revised by the amendment to the Merger Agreement, Irvin E. Richter, Eric S. Rosenfeld and William J. Doyle are designated as Class A directors, to stand for re-election in 2007, David L. Richter and Alan S. Fellheimer are designated as Class B directors, to stand for re-election in 2008, and Arnaud Ajdler and Brian W. Clymer are designated as Class C directors, to stand for re-election in 2009.

Item 7.01. Regulation FD Disclosure.

On April 10, 2006, Arpeggio and Hill announced Hill’s financial results for the year ended December 31, 2005. A copy of the press release for such announcement is attached to this Report as Exhibit 99.6. Attached as Exhibit 99.7 to this Report is the form of revised slide show presentation that will be used in presentations to be held by Arpeggio for certain of its stockholders.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits:

Exhibit

Description

10.9

Amendment No. 2, dated April 6, 2006, to Merger Agreement dated December 5, 2005 among Arpeggio Acquisition Corporation, Hill International, Inc. and the Stockholders of Hill International, Inc. (including, as an exhibit thereto, revised form of Voting Agreement among Arpeggio Acquisition Corporation, the stockholders of Hill International, Inc. and certain security holders of Arpeggio Acquisition Corporation).

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99.6	Press Release of Arpeggio Acquisition Corporation dated April 10, 2006 (including certain consolidated financial statements of Hill International, Inc. and its subsidiaries for the year ended December 31, 2005).
99.7	Revised Slide Show Presentation.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 12, 2006	ARPEGGIO ACQUISITION CORPORATION
	By:	/s/ Eric Rosenfeld
	Name:	Eric Rosenfeld
	Title:	Chairman of the Board
		and Chief Executive Officer

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EX-10.9

Exhibit 10.9

Conformed Copy

AMENDMENT NO. 2 TO

AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 2, dated April 6, 2006, to AGREEMENT AND PLAN OF MERGER (“Merger Agreement”) dated as of December 5, 2005, by and among Arpeggio Acquisition Corporation, a Delaware corporation (“Parent”), Hill International, Inc., a Delaware corporation (“Company”), and each of the persons listed under the caption “Stockholders” on the signature page hereof, as amended by Amendment No. 1 thereto dated December 30, 2005 (collectively, the “Merger Agreement”). Capitalized terms used herein that are defined in the Merger Agreement shall have the same meanings as used in the Merger Agreement.

The parties hereto, being all of the parties to the Merger Agreement, hereby agree that the Merger Agreement is hereby amended as follows:

1. The Voting Agreement in the form of Exhibit D to the Merger Agreement is hereby amended to read as set forth in Attachment 1 annexed hereto.

2. Schedule 5.2 to the Merger Agreement is hereby amended to read as set forth in Attachment 2 annexed hereto.

3. The Merger Agreement, as amended hereby, shall remain in full force and effect.

[Signatures are on following pages]

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IN WITNESS WHEREOF, the parties have executed this Amendment to Agreement and Plan of Merger as of the date first above written.

ARPEGGIO ACQUISITION CORPORATION
By:	/s/ Eric S. Rosenfeld
	Eric S. Rosenfeld, Chairman, CEO and     President
HILL INTERNATIONAL, INC.
By:	/s/ Irvin E. Richter
	Irvin E. Richter, Chairman and CEO
STOCKHOLDERS:
/s/ Irvin E. Richter
Irvin E. Richter
/s/ David L. Richter
David L. Richter
/s/ Brady H. Richter
Brady H. Richter

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Attachment 1

EXHIBIT D

VOTING AGREEMENT

VOTING AGREEMENT, dated as of this      day of [Closing Date] (“Agreement”), among each of the persons listed under the caption “Target Group” on Exhibit A attached hereto (the “Target Group”), each of the persons listed under the caption “Founders Group” on Exhibit A attached hereto (the “Founders Group”) and Arpeggio Acquisition Corporation, a Delaware corporation (“Parent”). Each of the Target Group and the Founders Group is sometimes referred to herein as a “Group”. For purposes of this Agreement, each person who is a member of either the Target Group or the Founders Group is referred to herein individually as a “Stockholder” and collectively as the “Stockholders”.

WHEREAS, as of December 5, 2005, each of Parent, Hill International, Inc. (the “Company”), a Delaware corporation, and the Stockholders who are members of the Target Group have entered into an Agreement and Plan of Merger (the “Merger Agreement”) that provides, inter alia, upon the terms and subject to the conditions thereof, for the merger of the Company into Parent (the “Merger”);

WHEREAS, as of the date hereof, each Stockholder who is a member of the Founders Group owns beneficially and of record shares of common stock of Parent, par value $0.0001 per share (“Parent Common Stock”), as set forth opposite such Stockholder’s name on Exhibit A hereto (all such shares and any shares of which ownership of record or the power to vote is hereafter acquired by any of the Stockholders, whether by purchase, conversion or exercise, prior to the termination of this Agreement being referred to herein as the “Shares”);

WHEREAS, at the Effective Time, all shares of Company Common Stock beneficially owned by each Stockholder who is a member of the Target Group shall be converted into the right to receive and shall be exchanged for his, her or its pro rata portion of the shares of Parent Common Stock to be issued to the Company’s security holders as consideration in the Merger;

WHEREAS, as a condition to the consummation of the Merger Agreement, the Stockholders have agreed, severally, to enter into this Agreement; and

WHEREAS, capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants set forth herein and in the Merger Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

VOTING OF SHARES FOR DIRECTORS

SECTION 1.01 Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the Shares of Parent Common Stock he, she or it now owns, or will

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hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of Parent:

(a) Five (5) persons, (i) three of whom shall at all times be “independent directors,” within the meaning of the Nasdaq rules, and (ii) all of whom shall be designees of the Target Group; with two (2) of such designees to stand for election in 2007 (“Class A Directors”), who shall initially be Irvin E. Richter and William J. Doyle, of whom Mr. Doyle shall be an “independent director;” two (2) of such designees to stand for election in 2008 (“Class B Directors”), who shall initially be David L. Richter and Alan S. Fellheimer, of whom Mr. Fellheimer shall be an “independent director,” and one (1) of such designees to stand for election in 2009 (“Class C Directors”), who shall Brian W. Clymer, and who shall be an “independent director” (collectively, the “Target Directors”); and

(b) Two (2) persons, both of whom shall be designees of the Founders Group, which designees initially shall be Eric S. Rosenfeld, who shall be elected as a Class A Director, and Arnaud Ajdler, who shall be elected as a Class C Director (the “Founders Directors,” and together with the Target Directors, the “Director Designees”).

Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement.

Any Director Designee may be removed from the Board of Directors in the manner allowed by law and Parent’s governing documents except that each Stockholder agrees that he, she or it will not, as a stockholder, vote for the removal of any director who is a member of Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor.

SECTION 1.02 Vote in Favor of Stock Option Plan. During the term of this Agreement, each Stockholder agrees to vote the Shares of Parent Common Stock he, she or it now owns, or hereafter acquires prior to the termination of this Agreement, in favor of the adoption of the Parent Plan (as defined in the Merger Agreement).

SECTION 1.03 Obligations of Parent. Parent shall take all necessary and desirable actions within its control during the term of this Agreement to provide for the Parent Board of Directors to be comprised of seven (7) members and to enable the election to the Board of Directors of the Director Designees.

SECTION 1.04 Term of Agreement. The obligations of the Stockholders pursuant to this Agreement shall terminate immediately following the election or re-election of directors at the annual meeting of Parent that will be held in 2007.

SECTION 1.05 Obligations as Director and/or Officer. Nothing in this Agreement shall be deemed to limit or restrict any director or officer of Parent from acting in his or her capacity as such director or officer or from exercising his or her fiduciary duties and responsibilities, it being

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agreed and understood that this Agreement shall apply to each Stockholder solely in his or her capacity as a stockholder of Parent and shall not apply to his or her actions, judgments or decisions as a director or officer of Parent if he or she is such a director or officer.

SECTION 1.06 Transfer of Shares. If a member of the Target Group desires to transfer his, her or its Shares to a permitted transferee pursuant to the Lock-Up Agreement of even date herewith executed by such member, or if a member of the Founders Group desires to transfer his or its shares to a permitted transferee pursuant to the Stock Escrow Agreement dated as of June 24, 2004, it shall be a condition to such transfer that the transferee agree to be bound by the provisions of this Agreement. This Agreement shall in no way restrict the transfer on the public market of Shares that are not subject to the Lock-Up Agreement or the Stock Escrow Agreement, and any such transfers on the public market of Shares not subject to the provisions of the Lock-Up Agreement or the Stock Escrow Agreement, as applicable, shall be free and clear of the restrictions in this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES;

COVENANTS OF THE STOCKHOLDERS

Each Stockholder hereby severally represents warrants and covenants as follows:

SECTION 2.01 Authorization. Such Stockholder has full legal capacity and authority to enter into this Agreement and to carry out such Stockholder’s obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder, and (assuming due authorization, execution and delivery by Parent and the other Stockholders) this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

SECTION 2.02 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any Legal Requirement applicable to such Stockholder or by which any property or asset of such Stockholder is bound or affected, or (ii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on any property or asset of such Stockholder, including, without limitation, the Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation.

(b) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Exchange Act, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by such Stockholder of such Stockholder’s obligations under this Agreement.

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SECTION 2.03 Title to Shares. Such Stockholder is the legal and beneficial owner of its Shares, or will be the legal beneficial owner of the Shares that such Stockholder will receive as a result of the Merger, free and clear of all liens and other encumbrances except certain restrictions upon the transfer of such Shares.

ARTICLE III

GENERAL PROVISIONS

SECTION 3.01 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by overnight courier service, by telecopy, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 3.01):

(a) If to Parent:

Arpeggio Acquisition Corporation

10 East 53^rd Street, 35^th Floor

New York, N.Y. 10022

Attention: Eric S. Rosenfeld

Telecopy No.: 212-319-0760

with a mandatory copy to

Graubard Miller

405 Lexington Avenue

New York, N.Y. 10174-1901

Attention: David Alan Miller, Esq.

Telecopy No.: 212-818-8881

(b) If to any Stockholder, to the address set forth opposite his, her or its name on Exhibit A.

With a mandatory copy to

McCarter & English, LLP

245 Park Avenue, 27^th Floor

New York, NY 10167

Attention: Peter S. Twombly, Esq.

Telecopy No.: 212-935-1773

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SECTION 3.02 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 3.03 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 materially 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 to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

SECTION 3.04 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. This Agreement may not be amended or modified except in an instrument in writing signed by, or on behalf of, the parties hereto.

SECTION 3.05 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

SECTION 3.06 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware applicable to contracts executed in and to be performed in that State.

SECTION 3.07 Disputes. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court in Delaware.

SECTION 3.08 No Waiver. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 3.09 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

SECTION 3.10 Waiver of Jury Trial. Each of the parties hereto irrevocably and unconditionally waives all right to trial by jury in any action, proceeding or counterclaim (whether based in contract, tort or otherwise) arising out of or relating to this Agreement or the Actions of the parties hereto in the negotiation, administration, performance and enforcement thereof.

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SECTION 3.11 Merger Agreement. All references to the Merger Agreement herein shall be to such agreement as may be amended by the parties thereto from time to time.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

ARPEGGIO ACQUISITION CORPORATION
By:
Name:	Eric S. Rosenfeld
Title:	Chairman, CEO and President
STOCKHOLDERS:
The Founders Group:
Eric S. Rosenfeld
Arnaud Ajdler
The Target Group:
Irvin E. Richter
David L. Richter
Brady H. Richter

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EXHIBIT A

STOCKHOLDERS

The Founders Group:

Name and Address	Number of Shares
Eric S. Rosenfeld	1,080,000
10 East 53rd Street, 35th Floor
New York, N.Y. 10022
Telecopy No.: 212-319-0760
Arnaud Ajdler	60,000
10 East 53rd Street, 35th Floor
New York, N.Y. 10022
Telecopy No.: 212-319-0760

The Target Group:

Irvin E. Richter

c/o Hill International, Inc.

303 Lippincott Centre

Marlton, N.J. 08053

Telecopy No.: 856-810-1309

David L. Richter

c/o Hill International, Inc.

303 Lippincott Centre

Marlton, N.J. 08053

Telecopy No.: 856-810-1309

Brady H. Richter

c/o Hill International, Inc.

303 Lippincott Centre

Marlton, N.J. 08053

Telecopy No.: 856-810-1309

Attachment 2

SCHEDULE 5.2

DIRECTORS AND OFFICERS OF PARENT

Directors

Irvin E. Richter

David L. Richter

Eric Rosenfeld

Arnaud Ajdler

Brian W. Clymer

William J. Doyle

Alan S. Fellheimer

Officers (Senior Vice President and Above)

Irvin E. Richter	Chairman and Chief Executive Officer
David L. Richter	President and Chief Operating Officer
Frederic Z. Samelian	President, Construction Claims Group
Raouf S. Ghali	President, Project Management Group (International)
Renny Borhan	Senior Vice President
Gail P. Charles	Senior Vice President
Ronald F. Emma	Senior Vice President
Frank J. Giunta	Senior Vice President
Michael V. Griffin	Senior Vice President
John W. Herzog	Senior Vice President
Richard W. Lamb	Senior Vice President
Peter F. Nassab	Senior Vice President
James W. Palmer	Senior Vice President & Director, Transportation Group
D. Clarke Pile	Senior Vice President
Alann M. Ramirez	Senior Vice President
Stuart S. Richter	Senior Vice President
William H. Dengler, Jr.	Vice President, General Counsel and Secretary
Erin E. Leschak	Assistant Secretary

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EX-99.6

Exhibit 99.6

CONTACT:	-OR-	INVESTOR RELATIONS COUNSEL:
Eric Rosenfeld		Maura Gedid
Arpeggio Acquisition Corporation		(212) 836-9605
(212) 319-7676		mgedid@equityny.com
		Devin Sullivan
		(212) 836-9608
		dsullivan@equityny.com

FOR IMMEDIATE RELEASE

ARPEGGIO ACQUISITION CORPORATION AND HILL INTERNATIONAL, INC.

ANNOUNCE HILL’S FINANCIAL RESULTS FOR FISCAL YEAR 2005

Marlton, NJ and New York, NY – April 10, 2006 – Arpeggio Acquisition Corporation (OTCBB: APGO, APGOW, APGOU) (“Arpeggio”), a special purpose acquisition company, and Hill International, Inc. (“Hill”), a worldwide construction consulting firm, have jointly announced the filing of Arpeggio’s amended proxy statement with the Securities and Exchange Commission (“SEC”) earlier today. The filing includes, among other items, audited financial results for Hill for the fiscal years ended December 31, 2005 and January 1, 2005. As previously announced, Arpeggio and Hill have entered into a merger agreement pursuant to which Hill will merge with and into Arpeggio.

For the year ended December 31, 2005, Hill achieved record revenue of $112.2 million as compared to $84.1 million in the prior year, an increase of 33.4%. Hill’s net revenue (defined as revenue less reimbursable expenses) in 2005 totaled $80.1 million, also a record for the company, as compared with $63.0 million in 2004, an increase of 27.1%. The increase in net revenue is primarily related to higher revenue overseas in the company’s Project Management Group.

Gross profit increased to $36.8 million in 2005 from $28.7 million in 2004, an increase of 28.5%. Gross profit as a percentage of net revenue was 46.0% in 2005, a slight increase from 45.5% in 2004.

In 2005, Hill’s selling, general and administrative (SG&A) expense increased slightly to $31.9 million from $29.2 million in the prior year, but decreased as a percentage of net revenue to 39.8% from 46.4% in the prior year. Of Hill’s 2005 SG&A expense, $1.2 million was related to a compensation charge due to the adoption of SFAS 123(R) in connection with Hill’s employee stock option plan, and $0.7 million was related to certain litigation matters, with respect to which Arpeggio is entitled to indemnification under the parties’ merger agreement.

Operating income in 2005 was $5.7 million, versus a loss of $0.1 million in the prior year, principally due to higher net revenue and gross profit, offset by SG&A expense that grew at a significantly slower rate. Hill’s net income in 2005 was $3.1 million versus a loss in 2004 of $0.4 million, which included in selling, general and administrative expenses $1.2 million of pretax nonrecurring items related to litigation and restructuring.

About Hill

Hill International, based in Marlton, NJ, has over 800 employees in 23 offices worldwide providing program management, project management, construction management and construction claims services. Engineering News-Record magazine recently ranked Hill as the 18th largest construction management firm in the United States.

About Arpeggio

Arpeggio, based in New York, NY, was incorporated in April 2004 to acquire an operating business in North America. Arpeggio’s initial public offering became effective June 24, 2004 and was consummated on June 30, 2004, receiving net proceeds of $36.8 million through the sale of 6.8 million units at $6.00 per unit. Each unit was comprised of one

17

share of Arpeggio common stock and two warrants, each with an exercise price of $5.00. As of March 31, 2006 Arpeggio held approximately $37 million in a trust account maintained by an independent trustee, which will be released upon the consummation of the business combination.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about Arpeggio, Hill and their combined business after completion of the proposed acquisition. Forward looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Arpeggio’s and Hill’s managements, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions, weather and natural disasters, changing interpretations of generally accepted accounting principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which Hill is engaged; fluctuations in client demand; management of rapid growth; intensity of competition from other providers of project management and construction claims services; general economic conditions; geopolitical events and regulatory changes, as well as other relevant risks detailed in Arpeggio’s filings with the SEC, including its report on Form 10-KSB for the year ended December 31, 2005. The information set forth herein should be read in light of such risks. Neither Arpeggio nor Hill assumes any obligation to update the information contained in this press release.

The stockholders of Arpeggio are urged to read the proxy statement as well as all other relevant documents filed or to be filed with the SEC, because they contain important information about Arpeggio, Hill and the proposed transaction. The final proxy statement will be mailed to stockholders of Arpeggio after it has been approved by the SEC. Arpeggio stockholders may obtain the proxy statement and any other relevant filed documents for free at the SEC’s website (www.sec.gov).

Arpeggio, Hill and their respective directors and officers may be deemed to be participants in the solicitation of approvals from Arpeggio’s stockholders in respect of the proposed transaction. Information regarding Arpeggio’s participants is contained in the proxy statement. Additional information regarding the interests of such participants is included in the proxy statement.

###

18

Hill International, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Fiscal Years 2005 & 2004

(In thousands, except per share amounts)

	2005			2004
Revenue	$	112,229		$	84,107
Reimbursable Expenses	$	32,121		$	21,068
Revenue, less reimbursable expenses	$	80,108		$	63,039
Direct Expenses	$	43,276		$	34,365
Gross Profit	$	36,832		$	28,674
Selling, general and administrative expenses	$	31,861		$	29,231
Equity in affiliate	$	(685	)	$	(458	)
Operating income (loss)	$	5,656		$	(99	)
Interest expense, net	$	(669	)	$	(597	)
Income (loss) before provision for income taxes	$	4,987		$	(696	)
Provision (benefit) for income taxes	$	1,845		$	(272	)
Net income (loss)	$	3,142		$	(424	)
Net income (loss) per share
Basic	$	0.52		$	(0.07	)
Diluted	$	0.44		$	(0.07	)
Basic weighted average shares outstanding		6,030			6,000
Diluted weighted average shares outstanding		7,195			6,000

19

Hill International, Inc. and Subsidiaries

Balance Sheets

(In US dollars) (In thousands)

	12/31/2005	1/1/2005
ASSETS
Current Assets
Cash & Cash Equivalents	2,716	802
Cash – restricted	1,040	—
Accounts Receivable, Net	27,623	21,584
Accounts Receivable – related party	611	635
Other Receivables	—	223
Prepaid Expenses & Other Current Assets	1,361	1,642
Total Current Assets	33,351	24,886
Property & Equipment, net	2,842	2,585
Cash – Restricted	2,169	3,357
Retainage Receivable, Net	964	765
Intangibles, Net	148	299
Non-Current Deferred Tax Assets	451	640
Investment in Affiliate	393	618
Other Assets	405	181
Total Assets	40,723	33,331
LIABILITIES & SHAREHOLDERS’ EQUITY
Current Liabilities
Due to Bank	190	598
Current Portion of Long-Term Debt & Capital Leases	10,342	1,234
Accounts Payable and Accrued Expenses	13,757	11,199
Current Portion of Deferred Tax Liability	2,136	2,376
Income Taxes Payable	1,923	231
Deferred Revenue	—	75
Other Current Liabilities	3,359	3,903
Total Current Liabilities	31,707	19,616
Long-Term Debt & Capital Leases	32	9,576
Other Liabilities	2,825	2,098
Total Liabilities	34,564	31,290
Total Shareholders’ Equity	6,159	2,041
Total Liabilities & Shareholders’ Equity	40,723	33,331

20

EX-99.7

1

Road Show Presentation

The

attached

slide

show

was

filed

with

the

Securities

and

Exchange

Commission

on

December

5,

2005

as

part

of

the

Form

8-K

filed

by

Arpeggio

Acquisition

Corporation

with

the

Securities

and

Exchange

Commission

on

December

5,

2005

and

amended

on

January

4,

2006

and

April

12,

2006.

Arpeggio

is

holding

presentations

for

certain

of

its

stockholders,

as

well

as

other

persons

who

might

be

interested

in

purchasing

Arpeggio’s

securities,

regarding

its

merger

with

Hill

International,

Inc.,

as

described

in

the

April

10,

2006

Amended

Proxy

Statement.

The

attached

slide

show

will

be

distributed

to

attendees

of

these

presentations.

Earlybirdcapital,

Inc.

(“EBC”),

the

managing

underwriter

of

Arpeggio’s

initial

public

offering

(“IPO”)

consummated

in

June

2004,

is

assisting

Arpeggio

in

these

efforts

without

charge,

other

than

the

reimbursement

of

its

out-of-pocket

expenses.

Arpeggio

and

its

directors

and

executive

officers,

and

EBC

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

for

the

special

meeting

of

Arpeggio’s

stockholders

to

be

held

to

approve

the

merger.

Stockholders

of

Arpeggio

and

other

interested

persons

are

advised

to

read

Arpeggio’s

preliminary

proxy

statement

and,

when

available,

definitive

proxy

statement

in

connection

with

Arpeggio’s

solicitation

of

proxies

for

the

special

meeting

because

these

proxy

statements

will

contain

important

information.

Such

persons

can

also

read

Arpeggio’s

final

prospectus,

dated

June

24,

2004,

for

a

description

of

the

security

holdings

of

the

Arpeggio

officers

and

directors

and

of

EBC

and

their

respective

interests

in

the

successful

consummation

of

this

business

combination.

The

definitive

proxy

statement

will

be

mailed

to

stockholders

as

of

a

record

date

to

be

established

for

voting

on

the

merger.

Stockholders

will

also

be

able

to

obtain

a

copy

of

the

definitive

proxy

statement,

without

charge,

by

directing

a

proxy

statement

and

definitive

proxy

statement,

once

available,

and

the

final

prospectus

can

also

be

obtained,

without

charge,

at

the

Securities

and

Exchange

Commission’s

Internet

site

(http://www.sec.gov).

Exhibit 99.7

MERGER OF

ARPEGGIO ACQUISITION CORPORATION

(APGO, APGOW, APGOU)

&

HILL INTERNATIONAL, INC.

3

Safe Harbor

This

presentation

may

contain

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995,

about

Arpeggio,

Hill

and

their

combined

business

after

completion

of

the

proposed

acquisition.

Forward

looking

statements

are

statements

that

are

not

historical

facts.

Such

forward-looking

statements,

based

upon

the

current

beliefs

and

expectations

of

Arpeggio’s

and

Hill’s

management,

are

subject

to

risks

and

uncertainties,

which

could

cause

actual

results

to

differ

from

the

forward

looking

statements. 

The

following

factors,

among

others,

could

cause

actual

results

to

differ

from

those

set

forth

in

the

forward-looking

statements:

business

conditions,

weather

and

natural

disasters,

changing

interpretations

of

generally

accepted

accounting

principles;

outcomes

of

government

reviews;

inquiries

and

investigations

and

related

litigation;

continued

compliance

with

government

regulations;

legislation

or

regulatory

environments,

requirements

or

changes

adversely

affecting

the

businesses

in

which

Hill

is

engaged;

fluctuations

in

customer

demand;

management

of

rapid

growth;

intensity

of

competition

from

other

providers

of

project

management

and

construction

claims

consulting

services;

general

economic

conditions;

geopolitical

events

and

regulatory

changes,

as

well

as

other

relevant

risks

detailed

in

Arpeggio’s

filings

with

the

Securities

and

Exchange

Commission,

including

its

amended

preliminary

proxy

statement

filed

as

Form

PRER14A

on

April

10,

2006.

The

information

set

forth

herein

should

be

read

in

light

of

such

risks.

Neither

Arpeggio

nor

Hill

assumes

any

obligation

to

update

the

information

contained

in

this

presentation.

4

Business:

One of the worldwide leaders in construction project

management and claims consulting

Construction project management (82% of revenue)

Construction claims consulting (18% of revenue)

Founded:

1976 by current CEO Irvin Richter

Locations:

Marlton, NJ (HQ) & 23 other offices in 13 countries

Employees:

Nearly 900

Listing

(1)

:

OTCBB: APGOU, APGO, APGOW

(1) Combined entity to seek Nasdaq listing upon closing

Hill International Overview

5

Arpeggio

will

issue

14.5

million

shares

to

Hill

shareholders,

representing

63.6%

ownership

in

the

combined

entity

Over

the

next

4

years,

Hill

shareholders

may

earn

an

additional

6.6

million

shares

(for

a

total

consideration

of

21.1

million

shares)

if

certain

EBIT

targets

are

met

Lock up agreements in place (December 31, 2007 for Hill’s major shareholders)

Employment agreements with key members of senior management

Will seek Nasdaq listing upon closing

Hill’s current shareholders nominate 5 of 7 Board members

Motivation to merge:

Growth capital / Acquisitions

Retire debt / Improve balance sheet

Elevate profile within the industry

Attract and retain high quality professionals

The Transaction

Fiscal Year Ending 12/31

EBIT

Contingent Shares

2006

$  9.9 million

2.3 million

2007

$13.5 million

2.3 million

2008

$18.4 million

1.0 million

2009

$24.9 million

1.0 million

6

Attractive Valuation

Lower EBITDA & EBIT multiples than peer group

average

(1) (2)

Higher growth profile

Better quality business (higher return on capital)

Lower risk profile (fee-based model vs. GMP model)

Larger backlog relative to revenue

(1)

Peers included in this analysis are Jacobs Engineering Group Inc.,

Washington Group International Inc., Fluor Corp., Shaw Group Inc. and

Tetra Tech Inc.

(2)

Based on Arpeggio’s liquidation value of approximately $5.45 per share

7

Project Management Group

Approximately 82% of net revenue in 2005

18

th

ranked overall and largest independent construction

management-for-fee firm in the U.S. (per ENR –

Engineering News

Record)

Managed more than 1,000 projects worth $100+ billion

Manages all phases of the construction process from pre-design

through completion

program management

project management

troubled project turnaround

estimating and cost management

project labor agreements

Fee-based consulting model mitigates risk compared to GMP

(guaranteed maximum price) model

Unlike general contractors that risk cost overruns, Hill’s for fee

structure eliminates project completion or price risks

8

Project Management Highlights

Project Name:

U.S. Supreme Court Building

Location:

Washing, DC USA

Client

Architect of the Capital

Service:

Construction Management

Project Value:

$122,000,000

Hill

is

providing

a

full

range

of

construction

management

services

for

the

modernization

of

the

United

States

Supreme

Court

Building

involving

design,

procurement

and

construction

phase

support. 

The

project

involves

the

construction

of

a

new

underground

annex

as

well

as

the

complete

renovation

and

modernization

throughout

the

historic

Court

Building.

Project Name:

The Palm Jumeirah

Location:

Dubai, UAE

Client

Nakheel Corporation

Service:

Program Management

Project Value:

$1,500,000,000

Hill

managed

the

reclamation

of

The

Palm

Jumeirah,

one

of

three

artificial

islands

planned

in

the

Arabian

Gulf

off

the

coast

of

Dubai,

UAE.

Hill

is

currently

managing

construction

of

1,300

villas

on

the

island’s

“fronds.”

The

“trunk”

of

the

island

provides

public

entertainment,

amusement,

shopping,

dining

and

some

residential

facilities

while

the

fronds

are

dedicated

to

upscale

housing.

9

Project Name:

Comcast Center

Location:

Philadelphia, PA, USA

Client

Liberty Property Trust

Service:

Project Management

Project Value:

$220,000,000

Hill

is

providing

management

services

on

this

57-story

skyscraper,

designed

by

Robert

A.M.

Stern

which

will

include

1.3

million

square

feet

of

Class

AA

office

space

and

40,000

square

feet

of

retail

space.

Upon

completion,

the

project

will

be

the

tallest

building

in

Philadelphia,

which

features

a

dramatic

110-foot

high

winter

garden,

two-story

glass

café,

15

atrium

floors

and

a

four-story

sky

garden

situated

735

feet

above

the

public

plaza.

Project Name:

World Trade Center –

Transportation Hub

Location:

New York, NY, USA

Client

Port Authority of New York & New Jersey

Service:

Project Management

Project Value:

$3,100,000,000

Hill

is

providing

program

management

services

in

connection

with

the

planning,

design

and

construction

of

the

new

World

Trade

Center

Transportation

Hub,

including

the

new

permanent

PATH

Terminal

which

is

expected

to

cost

$2.5

billion.

Hill

provided

similar

services

in

connection

with

the

$566

million

temporary

PATH

station.

Project Management Highlights

10

Construction Claims Group

Approximately 18% of net revenue in 2005

One

of

the

largest

and

best

known

construction

claims

consulting

firms

in

the

world,

having helped resolve over 5,000 disputes valued in excess of $50 billion

Full spectrum of construction dispute resolution services:

claims consulting

litigation support

expert witness testimony

cost and damages assessment

delay and disruption analysis

Clients are typically billed based on an hourly rate for each consultant assigned

Major construction claims clients have included:

General Electric

Honeywell

Abu Dhabi Public Works Department

Bechtel Corporation

Channel Tunnel connecting the United Kingdom and France

Petronas Twin Towers in Kuala Lumpur, Malaysia

11

Wide Base of Clients

Corporate, Government, Non-Profits

Geographic Diversity

•

U.S.

•

Middle East

•

Europe

Revenue Breakdown

59.3%

30.8%

9.8%

2005 Net Revenues by Location

12

Significant growth in sales, backlog and profitability

Accelerating revenue growth

Backlog growth

Operating margin expansion

Limited geographic presence creates high opportunity for

growth

Revenue visibility

High barriers to entry create sustainable competitive advantage / High

return on capital business

Favorable industry dynamics

Experienced acquirer with focused acquisition strategy

Seasoned management team

Attractive valuation

Investment Considerations

13

Accelerating Net Revenue Growth

Backlog points to sustainable future growth

Recent growth achieved in poor construction market

Fragmented market with many small players

Limited geographic presence creates high opportunity for growth

Numbers in US$ millions

37.8

48.1

56.1

63.0

80.1

0

10

20

30

40

50

60

70

80

90

2001

2002

2003

2004

2005

21%

14

As of December 31, 2005, the expected next 12-month net revenue just from existing

backlog is $95 million.

Numbers in US$ millions

Total Backlog Increased at 49% CAGR

Over the Last 4 Years

57

117

201

256

281

0

50

100

150

200

250

300

EOY 2001

EOY 2002

EOY 2003

EOY 2004

EOY 2005

15

Revenue Visibility

Much of the company’s revenue is tied to contracts that generally have terms of 3-5 years, with

some as long as 7-10 years. The long-term and predictable nature of these contracts provides

a stable base of recurring revenue and provides increased visibility of future earnings.

0

10

20

30

40

50

60

70

80

90

100

2001

2002

2003

2004

2005

2006

12 Month Backlog at the Beginning of Period

Net Revenue for following 12 Month

Numbers in US$ millions

16

Margin Expansion

(Adjusted EBIT margins -

% of Net Revenues)

4.4%

4.5%

9.8%

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

2003

2004

2005

Lower margins until 2004 due to significant expenses to develop international

infrastructure

Few investments required going forward

Margin increase in 2005 reflects this operating leverage

Adjusted EBIT is defined as earnings before interest and taxes, adjusted for unusual litigation, restructuring costs,

discontinued operations, employee stock options and other unusual items (see slide 22).

17

High Barriers to Entry

Compete on reputation and past experience

Long lasting relationships lead to repeat business

Complex projects require specialized expertise

Snowball effect (success on high profile projects attracts higher profile work)

High ROIC business

Hill is well positioned because of

30 years of experience with track record of success

Experience on high profile projects

$281 million backlog as of December 31, 2005

Independent status eliminates conflict-of-interest concerns

Expertise from the claims business

18

Favorable Industry Dynamics

Positive long-term capital spending trends

Energy, power, chemicals, civil infrastructure, government service

Growing demand for construction services

Trend towards outsourcing by non-specialist building owners

Owners can reduce costs/risk/delays

Program/Construction management fees for the Top 100 U.S. Firms

were $6.8 billion in 2004, up from $5.9 billion in 2003

World events

$286.5 billion U.S. Transportation Bill

Gulf Coast reconstruction

Iraq reconstruction

Afghanistan reconstruction

19

Experienced Acquirer With Focused Strategy

U.S. acquisitions to round out domestic presence

Target smaller companies without access to other capital sources

Limited infrastructure expenses required as the business grows organically and

through acquisitions

Recent acquisitions include:

1998: Gleason Floyd & Associates, Inc.

(7 employees/$1 million annual revenue/construction claims) 

1998: Citadel Engineering & Construction Consultants, L.L.C.

(3 employees/$0.5 million annual revenue/construction claims)

2000:

Kueny

and

Doyle

Construction

Consulting,

Inc.

(3 employees/$0.5 million annual revenue/project management)

2001: Transportation Construction Services, Inc.

(30 employees/$6 million annual revenue/project management)

2002: Day & Zimmerman Public Buildings Group

(6 employees/$1 million annual revenue/project management)

2005: MapleConsult

(5 employees/$1 million annual revenue/construction claims)

2005: Pickavance Consulting

(17 employees/$2 million annual revenue/construction claims)

20

Experienced Management Team

Irvin Richter, F.CMAA, Chairman & Chief Executive Officer (61)

Founded Hill International in 1976.

Expert in the field of construction contracts and claims. Involved in many complex, high-profile construction

projects including the Channel Tunnel, EPCOT and Petronas Twin Towers.

B.A. in Government from Wesleyan University and J.D. from Rutgers University School of Law at Camden.

David Richter, President & Chief Operating Officer (39)

Management responsibility for all of Hill’s business operations.

Prior to his current position, Mr. Richter was President of Hill’s Project Management Group for three years and

prior to that he was the Company’s General Counsel for six years.

B.S. in Management, B.S.E. in Civil Engineering and J.D. from the University of Pennsylvania.

Raouf Ghali, President, Project Management Group (International) (44)

18 years of domestic and international experience in construction management, project cost control, financial

analysis, planning and scheduling.

Prior to joining Hill, Mr. Ghali worked with EuroDisney.

B.S. degree Business Administration/Economics and M.S. in Business Organizational Management from the

University of LaVerne.

Frederic Samelian, PMP, President, Construction Claims Group (58)

Prior to joining Hill, founder and Partner with CONEX International, a construction dispute resolution firm. Prior

to

that,

he

was

a

Director

with

PricewaterhouseCoopers

LLP

where

he

managed

their

construction

claims

consulting practice in Southern California.

B.A.

in

International

Affairs

from

George

Washington

University,

and

M.B.A.

from

Southern

Illinois

University.

Ronald Emma, CPA, Senior Vice President of Finance (54)

Prior to joining Hill in 1980, Mr. Emma was the Assistant Controller of General Energy Resources Inc., a

holding company for seven mechanical contracting companies specializing in power piping, and Staff

Accountant with Haskins & Sells.  

B.S. in Accounting from St. Joseph's University. He is a Certified Public Accountant, certified by the State of

New Jersey.

21

FINANCIAL HIGHLIGHTS

22

Income Statement

Fiscal year ending on or about December 31 –

Numbers in US$ Millions

2003

2004

2005

Revenue

78.7

84.1

112.2

Reimbursable Expenses

22.6

21.1

32.1

  Net Revenue

56.1

63.0

80.1

Direct Expense

29.0

34.4

43.3

  Gross Profit

27.1

28.7

36.8

    Gross Profit Margin

48.3%

45.5%

46.0%

Selling, General & Administrative

27.4

29.2

31.9

Equity in Affiliate

-

(0.5)

(0.7)

  Operating Income (Loss) - EBIT

(0.3)

(0.1)

5.7

Adjustment for Unusual Items

  Unusual Litigation

1

2.2

2.0

0.9

  Employee Stock Option Expense

-

-

1.2

  Discontinued Operations & Other

0.6

1.0

-

Unusual Items (Adjustments)

2.8

3.0

2.2

Adjusted EBIT

2.5

2.9

7.8

  EBIT Margin

4.4%

4.5%

9.8%

Depreciation & Amortization

1.2

0.8

0.9

Adjusted EBITDA

3.7

3.7

8.7

1

Wartsila and Tickets.com litigation.

23

Balance Sheet

Fiscal year ending on or about December 31 –

Numbers in US$ Millions

2003

2004

2005

ASSETS

Cash & Cash Equivalents

             1.4

             0.8

           3.8

Accounts Receivable, Net

           19.5

           22.4

         28.2

Prepaid Expenses & Other Current Assets

             0.5

             1.6

           1.4

Total Current Assets

           21.4

           24.9

         33.4

Property & Equipment, net

             2.6

             2.6

           2.8

Cash - Restricted

             1.1

             3.4

           2.2

Other Assets

             3.0

             2.5

           2.4

  Total Assets

           28.1

           33.3

         40.7

LIABILITIES & SHAREHOLDER’S EQUITY

Current Liabilities

Current Portion of L-T Debt & Capital Leases

             0.7

             1.8

         10.5

Accounts Payable & Accrued Expenses

             8.2

           11.2

         13.8

Other Current Liabilities

             5.3

             6.6

           7.4

Total Current Liabilities

           14.1

           19.6

         31.7

Long-Term Debt & Capital Leases

             9.3

             9.6

           0.0

Deferred Liabilities & Other

             2.1

             2.1

           2.8

Total Liabilities

           25.6

           31.3

         34.6

Total Shareholders’ Equity

             2.5

             2.0

           6.2

Total Liabilities & Shareholders’ Equity

           28.1

           33.3

         40.7

24

Significant growth in sales, backlog and profitability

Accelerating revenue growth

Backlog growth

Operating margin expansion

Limited geographic presence creates high opportunity for

growth

Revenue visibility

Favorable industry dynamics

Experienced acquirer with focused acquisition strategy

High barriers to entry create sustainable competitive advantage

Seasoned management team

Attractive valuation

Investment Conclusions

25

SAMPLE PROJECTS

Commercial Office Buildings

Project Name:

The Financial Centre, Bahrain Financial Harbour

Location:

Manama, Bahrain

Client:

Bahrain Financial Harbour Holding Company, B.S.C.

Service:

Project Management Oversight

Project Value:

$250,000,000

Hill

is

providing

project

management

oversight

services

for

the

design

and

construction

of

The

Financial

Centre

at

Bahrain

Financial

Harbour

(BFH).

BFH

is

a

master-planned

integrated

financial

community

on

prime

seafront

property

in

Manama,

Kingdom

of

Bahrain

with

a

diverse

range

of

commercial,

residential

and

leisure

components.

Project Name:

Comcast Center

Location:

Philadelphia, PA, USA

Client:

Liberty Property Trust.

Service:

Project Management

Project Value:

$220,000,000

Hill is providing management services on this 57-story skyscraper, designed by

Robert A.M. Stern which will include 1.3 million square feet of Class AA office

space and 40,000 square feet of retail space.  Upon completion, the project will be

the tallest building in Philadelphia, which features a dramatic 110-foot high winter

garden, two-story glass café, 15 atrium floors and a four-story sky garden situated

735 feet above the public plaza.

27

Project Name:

Navigation Tower

Location:

Doha, Qatar

Client:

Qatar Navigation (Q.S.C.)

Service:

Project Management

Project Value:

$90,000,000

Hill is providing Design Review and Project Management Services for the 52-

story, 220-meter high-rise which will house the corporate headquarters of Qatar

Navigation.  The total built-up area of the tower will be 117,000 square meters

and will include a six-story parking garage with space for up to 1,700 vehicles. 

Commercial Office Buildings

Project Name:

Merck, Various Manufacturing Facilities

Location:

USA, Singapore, Ireland, UK

Client:

Merck & Co., Inc.

Service:

Construction Management Support Services

Project Value:

Multiple Projects valued in excess of $1 Billion

Hill

is

providing

professional

project

support

services

to

Merck

&

Co.,

one

of

the

leading

pharmaceutical

research

and

manufacturing

firms

in

the

world.

Hill

assists

Merck

in

implementing

all

phases

of

its

multi-billion

dollar

annual

capital

program

through

the

expertise

of

our

staff

of

contract

administrators,

material

and

equipment

purchasing

analysts,

expeditors,

project

controls

specialists,

claims

analysts,

and

construction

contract

auditors. 

Residential Buildings

Project Name:

Dubai Tower

Location:

Doha Corniche, Qatar

Client:

Dubai International Properties

Service:

Project Management

Project Value:

$200,000,000

Hill

is

providing

management

services

for

the

construction

of

the

80-

story

Dubai

Tower

in

Doha.

The

state

of

the

art

skyscraper

reaches

445

meters

to

the

top

of

the

mast

and

is

situated

overlooking

West

Bay

Doha,

State

of

Qatar.

The

development

contains

world

class

retail

outlets,

offices,

hotel,

serviced

apartments

and

residential

units

and

is

envisioned

to

be

the

premier

address

in

Doha.

Project Name:         Al Durrah Tower

Location:                  Dubai, UAE

Client:                       H.E. Sheikh Mohamed bin Butti Al Hamid

Service:                    Project Management

Project Value:        

$140,000,000

Hill

is

providing

project

management

services

on

the

new

76-story,

360-

meter

tower

located

adjacent

to

the

Fairmont

Hotel

on

Sheikh

Zayed

Highway.

The

residential,

commercial

and

retail

complex

includes

a

total

built-up

area

of

more

than

130,000

square

meters.

29

Educational Facilities

Project Name:

Various School Construction and

Renovation Projects

Location:

Mercer and Burlington Counties, NJ, USA

Client:

New Jersey School Construction Corp.

Service:

Program Management

Project Value:

$350,000,000

Hill

is

providing

project

and

construction

management

services

on

17

school

construction

and

renovation

projects

in

7

regional

school

districts

throughout

central

and

southern

New

Jersey.

The

assignment

is

one

of

10

regional

contracts

awarded

throughout

the

state.

Project Name:

Bucharest Educational Infrastructure

Rehabilitation Program

Location:

Bucharest, Romania

Client:

Bucharest Municipality

Service:

Project Management

Project Value:

$147,000,000

Hill

is

providing

management

services

for

the

Bucharest

Educational

Infrastructure

Rehabilitation

Program,

which

involves

the

renovation

and

expansion

of

the

106

kindergartens,

primary,

secondary

and

high

schools

throughout

the

city.

30

Transportation

Project Name:

Dubai International Airport

Location:

Dubai, UAE

Client:

Dubai Department of Civil Aviation

Service:

Claims Analysis

Project Value:

$4,100,000,000

The

DCA

is

engaged

in

an

expansion

program

to

accommodate

the

increases

of

passenger

flows

and

airlines

traffic

at

Dubai

International

Airport

over

the

next

fifteen

years.

The

expansion

program

includes

construction

and

renovations

on

Terminal

3,

Concourses

2

and

3,

Cargo

mega-terminal,

the

Dubai

Flower

Center

and

a

major

upgrade

of

the

existing

Terminal

2.

Dubai

International

Airport

is

one

of

the

Middle

East’s

busiest

and

fastest-growing

airports.

Hill

is

providing

claims

management

services

throughout

the

multi-

billion

dollar

expansion

Project Name:

Illinois Tollway

Location:

Downers Grove, IL

Client:

Illinois State Toll Highway Authority

Service:

Project Management Oversight

Project Value:

$5,360,000,000

Hill

is

providing

Program

Oversight

Monitor

services

in

connection

with

the

Illinois

Tollway’s

Long

Range

Plan

(LRP),

a

10-year,

$5.3

billion

capital

plan

intended

to

relieve

congestion

on

the

Tollway

system

without

raising

tolls

for

regular

users,

and

without

using

state

or

federal

funds.

Some

major

elements

of

the

LRP

include

converting

all

toll

plazas

to

open

road

plazas,

rebuilding

and

repairing

all

274

miles

of

existing

roads

and

bridges

throughout

the

12-

county

system

and

upgrading

all

Tollway

plazas.

31

Transportation

Project Name:

Driscoll Bridge

Location:

Perth Amboy, NJ, USA

Client:

New Jersey Highway Authority

Service:

Construction Management,

Project Labor Agreements

Project Value:

$150,000,000

Hill

conducted

a

labor

and

cost

analysis

and

also

prepared

a

report

concerning

the

feasibility

and

appropriateness

of

utilizing

Project

Labor

Agreement

(PLA).

Hill

was

selected

primarily

because

of

its

experience

and

participation

in

similar

studies

with

negotiations,

drafting,

execution,

administration

and

legal

defense

involving

more

than

20

public

capital

construction

project

involving

utilization

of

PLAs.  

Hill

is

now

performing

construction

management

and

inspection

services

for

the

duration

of

the

project.

Project Name:

Philadelphia International Airport

Location:

Philadelphia, PA, USA

Client:

City of Philadelphia, Division of Aviation

Service:

Program Management

Project Value:

$1,500,000,000

Hill

was

retained

for

a

multi-year

project

assignment

to

help

implement

a

major

capital

improvement

program.

The

program

was

designed

to

bring

the

airport’s

landside

and

airside

facilities

in

line

with

projected

air

passenger

and

aircraft

demand.

32

Courthouses & Criminal Justice Facilities

Project Name:

Putnam County Courthouse

Location:

Carmel, NY, USA

Client:

Putnam County

Service:

Construction Management

Project Value:

$27,800,000

Hill

was

chosen

to

be

the

construction

manager

during

design

and

construction

of

the

new

Putnam

County

Courthouse

in

Carmel,

New

York.

The

60-square-foot

courthouse

is

expected

to

cost

approxi-mately

$28

million.

The

new

courthouse

will

be

part

of

a

newly

created

Putnam

County

Government

Campus

Green

that

will

include

the

county

executive

building,

the

original

historic

1814

courthouse,

and

the

Burchetta

Building,

which

houses

the

county’s

law

department.

Project Name:

Philadelphia International Airport

Location:

Philadelphia, PA, USA

Client:

City of Philadelphia, Division of Aviation

Service:

Program Management

Project Value:

$1,500,000,000

Hill

is

a

member

of

the

team

led

by

Volmar

Construction,

Inc.,

providing

CM-at-risk

services

during

and

$80

million

modernization

of

this

federal

courthouse

building.

Hill’s

services

include

project

management,

project

controls

estimating

and

contact

administration.

33

Libraries & Museums

Project Name:

National Constitution Center

Location:

Philadelphia, PA, USA

Client:

National Constitutional Center

Service:

Project Management

Project Value:

$185,000,000

Hill

Provided

comprehensive

project

management

services

for

construction

of

the

National

Constitution

Center

(NCC).

The

NCC

is

being

built

on

Independence

Mall

in

Philadelphia,

birthplace

of

the

Constitution.

Chartered

by

Congress

as

a

nonpartisan,

nonprofit

organization,

the

NCC

was

founded

to

engage

all

Americans

in

the

U.S.

Constitution,

its

history

and

its

relevance

to

our

daily

lives.

Project Name:

National Library of Latvia

Location:

Riga, Latvia

Client:

Republic of Latvia

Service:

Project Management

Project Value:

$135,000,000

Hill

was

chosen

as

the

design

and

construction

manager

for

this

landmark

facility.

Hill,

as

project

manager,

assisted

the

Library

Director

and

his

staff

in

managing

and

overseeing

all

aspects

of

the

planning,

design

and

construction,

including

its

schedule

and

budget.

34

Government Office Buildings

Project Name:

ID/IQ Task Order Contract

Location:

Baltimore, MD

Client:

U.S. Army Corps of Engineers

Service:

Construction Management

Project Value:

N/A

For

more

than

15

years,

Hill

has

provided

construction

management

support

services

to

the

U.S.

Army

Corps

or

Engineers,

Baltimore

District.

One

of

the

most

complex

projects

involved

the

Phase

1

Renovation

of

the

Pentagon.

The

$125

million

Phase

1

included

the

renovation

of

450,000

square

feet

of

occupied

space

in

the

Pentagon.

It

was

the

first

phase

of

a

$1.2

billion

total

renovation

effort.

The

project

required

replacement

of

the

structural,

mechanical

and

electrical

systems,

and

build-out

of

the

space.

Project Name:

ID/IQ Task Order Contract

Location:

Washington, DC

Client:

U.S. Department of Defense, Other Defense

Agencies, Washington Headquarters Service

Service:

Construction Management

Project Value:

N/A

Hill

is

providing

construction

management

services

to

the

Real

Estate

&

Facilities

Directorate

of

the

Washington

Headquarters

Services

on

repairs,

renovations,

new

construction

and

alterations

to

facilities

and

utility

infrastructure

projects

for

the

Department

of

Defense

of

Defense.

Hill’s

scope

of

services

includes

planning,

estimating,

scheduling,

requirements,

gathering,

program

management

support

and

construction

project

management.

35

Government Office Buildings

Project Name:

ID/IQ Task Order Contract

Location:

Various

Client:

U.S. General Services Administration

Service:

Construction Management

Project Value:

N/A

Hill

is

providing

nationwide

construction

management

services

for

a

program

that

includes

all

11

GSA

Regional

Offices

and

the

GSA

Central

Office.

GSA

has

a

continuing

program

that

involves

a

wide

variety

of

design

and

construction

and

construction

projects

nationwide.

This

program

involves

both

new

construction

projects

and

renovations

of

existing

buildings.

The

building

types

include

federal

office

buildings,

federal

courthouses,

border

stations,

laboratories,

warehouses,

and

other

types

of

real

property.

Project Name:

Sheikh Zayed Bin Sultan Al Nahyan Grand Mosque

Location:

Abu Dhabi, UAE

Client:

Abu Dhabi Public Works Department

Service:

Project Management

Project Value:

$550,000,000

Hill

is

managing

the

major

redesign

and

restructuring

of

the

Sheikh

Zayed

Bin

Sultan

Al

Nahyan

Grand

Mosque

project

on

an

accelerated

basis.

The

white

marble

clad

mosque,

upon

completion

the

third

largest

mosque

in

the

world,

with

a

main

prayer

hall

capacity

of

7,000

worshipers,

two

other

payer

halls

with

a

capacity

of

1,500

administration

offices,

reception

and

control

rooms

and

parking

facilities

was

under

a

directive

to

cut

costs

by

50

percent.

Religious Facilities

36

Hospitals & Healthcare Facilities

Project Name:

Hamad Medical City

Location:

Doha, Qatar

Client:

Qatar Ministry of Public Health

Service:

Project Management

Project Value:

$600,000,000

Hill

is

managing

the

design

and

construction

of

the

largest

comprehensive

medical

facility

in

the

Middle

East.

It

incorporates

three

specialized

hospitals

including

a

320-bed

hospital

for

children,

a

220-bed

hospital

for

bone

diseases,

a

350-bed

hospital

for

medical

rehabilitation,

an

addition

to

a

dialysis

unit,

a

minor

surgery

unit

and

a

300-bed

nursing

home

for

the

aged.

The

complex

will

also

include

the

headquarters

building

of

the

Qatar

ministry

of

Public

Health,

16

apartment

blocks

for

the

accommodation

of

nurses

and

social

and

sports

club

for

the

staff

of

the

medical

center.

Project Name:

Nationwide Biocontainment Facilities Program

Location:

Various

Client:

National Institute of Allergy & Infections Diseases

(NIAID)

Service:

Program Management

Project Value:

$700,000,000

Hill

is

providing

quality

management

services

in

connection

with

the

planning,

design

and

construction

of

state-of-the-art

biocontainment

research

facilities. 

This

program

is

an

effort

by

NIAID

to

further

the

United

States’

capabilities

to

defend

against

bioterrorism

and

emerging

infections

diseases.