SPONSOR STOCKHOLDERS AGREEMENT

 

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                                                                    Exhibit 10.1

 

                         SPONSOR STOCKHOLDERS AGREEMENT

 

     This SPONSOR STOCKHOLDERS AGREEMENT (this "Agreement") is made as of

October 3, 2005, among R.H. Donnelley Corporation, a Delaware corporation

("Parent"), Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited

partnership ("Welsh Carson IX"), WD GP Associates LLC ("WCAS Coinvest") and WD

Investors LLC ("WCAS Coinvest II") (each of Welsh Carson IX, WCAS Coinvest and

WCAS Coinvest II, a "Stockholder" and collectively, the "Stockholders") and any

other subsequent holder of Shares who agrees to be bound by the terms of this

Agreement in accordance with the terms hereof. Parent and the Stockholders are

sometimes referred to herein individually as a "Party" and collectively as the

"Parties." The meaning of certain capitalized terms used herein are set forth in

Section 7 hereto.

 

                                    RECITALS

 

     A. Dex Media, Inc., a Delaware corporation (the "Company"), Dex Holdings

LLC, a Delaware limited liability company ("Holdings"), the Stockholders and

certain other members of Holdings have entered into a Sponsor Stockholders

Agreement, dated as of July 27, 2004 (the "Current Stockholders Agreement"), to

provide for certain matters with respect to the Stockholders' and these other

members' holdings of shares of capital stock of the Company and the governance

of the Company. Holdings was dissolved on January 5, 2005.

 

     B. On the date hereof, the Company, Parent and a wholly owned subsidiary of

Parent ("Merger Sub") have entered into an Agreement and Plan of Merger (as

amended from time to time, the "Merger Agreement") pursuant to which the Company

will be merged with and into Merger Sub (the "Merger").

 

     C. The Parties wish to provide for certain matters relating to the

Stockholders' holdings of shares of capital stock of Parent received in the

Merger and the governance of Parent following the Effective Time (as defined in

the Merger Agreement).

 

     D. In connection with the Merger Agreement, it is contemplated that,

effective upon and following the Effective Time, the Current Stockholders

Agreement (and certain related agreements) will terminate and be of no further

force or effect.

 

     NOW, THEREFORE, in consideration of the foregoing, and the mutual

agreements set forth herein and other good and valuable consideration, the

receipt and adequacy of which is hereby acknowledged, the Parties hereto,

intending to be legally bound, hereby agree as follows:

 

                                    AGREEMENT

 

Section 1. Parent Board Representation and Voting.

 

     (a) From and after the Effective Time, at each annual or special meeting of

stockholders of Parent at which action is to be taken with respect to the

election of directors of Parent, each Stockholder, severally and not jointly,

agrees to vote or otherwise give such Stockholder's consent in respect of all

Shares (whether now or hereafter acquired) owned by such Stockholder, and Parent

will take all necessary and desirable actions within its control (including

 

 

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to support the nomination of, and the Nominating Committee of Parent will

recommend to the Board of Directors of Parent (the "Parent Board") the inclusion

in the slate of nominees recommended by the Parent Board to stockholders of

Parent for election as directors, such directors as set forth in subsection

1(a)(ii) below), in order to cause:

 

          (i) the authorized number of directors on the Parent Board to be

     established at no more than 13;

 

          (ii) the election to the Parent Board of such slate, so long as upon

     such election, the Parent Board consists of:

 

               (A) one director designated by one or more of the Stockholders as

          the Stockholders shall agree (the "Stockholder Designee") if at the

          relevant time the Stockholders Beneficially Own at least 5% of the

          then issued and outstanding shares of Parent's common stock, par

          value $1.00 per share (the "Parent Common Stock");

 

               (B) the Chief Executive Officer of Parent;

 

               (C) the Chairman of Parent; and

 

               (D) the remaining directors, (i) with a number equal to a

           majority of the entire Parent Board being individuals who would

          satisfy the independence requirements of the New York Stock Exchange

          and Rule 10A-3(b)(1) under the Exchange Act and (ii) none of whom are

          Affiliates of the Stockholders;

 

     all of such designees will hold office, subject to their earlier removal or

     resignation in accordance with clause (a)(iii) below and Section 1(d),

     respectively, and applicable law, until their respective successors have

     been duly elected and qualified;

 

          (iii) the removal from the Parent Board for cause of the Stockholder

     Designee upon the written request of such of the Stockholders as the

     Stockholders shall agree; and

 

          (iv) upon any vacancy in the Parent Board as a result of any (A)

     individual designated by the Stockholders pursuant to clause (ii)(A) above,

     ceasing to be a member of the Parent Board, whether by resignation or

     otherwise, the election to the Parent Board of an individual designated by

     one or more of the Stockholders as the Stockholders shall agree, or (B)

     other individual ceasing to be a member of the Parent Board, whether by

     resignation or otherwise, the election to the Parent Board of an individual

      (consistent with clause (ii) above) appointed by a majority of the

     remaining directors then in office.

 

     (b) Notwithstanding the provisions of this Section 1, the Stockholders will

not be entitled to designate any person to the Parent Board (or any committee

thereof), in the event that Parent receives a written opinion of its outside

counsel that a Stockholder Designee would not be qualified under any applicable

law, rule or regulation to serve as a director of Parent or if Parent objects to

a Stockholder Designee because such Stockholder Designee has been involved in

any of the events enumerated in Item 2(d) or (e) of Schedule 13D or Item 401(f)

of Regulation S-K or is subject to any order, decree or judgment of any court or

agency prohibiting service as a director of any public company or providing

investment or financial advisory services and, in

 

 

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any such event, the Stockholders will withdraw the designation of such proposed

Stockholder Designee and designate a replacement therefor (which replacement

Stockholder Designee will also be subject to the requirements of this Subsection

1(b)). Parent will use its best efforts to notify the Stockholders of any

objection to a Stockholder Designee sufficiently in advance of the date on which

proxy materials are mailed by Parent in connection with such election of

directors to enable the Stockholders to propose a replacement Stockholder

Designee in accordance with the terms of this Agreement.

 

     (c) Notwithstanding anything in this Agreement to the contrary, the Parent

Board and all of the committees of the Parent Board will operate in such a way

to permit Parent to comply with applicable law and maintain its listing on The

New York Stock Exchange. Without limiting the foregoing, at all times a majority

of the Parent Board and all Committee members will (i) satisfy the independence

requirements of the New York Stock Exchange and Rule 10A-3(b)(1) under the

Exchange Act and (ii) not be Affiliates of the Stockholders.

 

     (d) Notwithstanding anything to the contrary in this Section 1, immediately

upon the consummation of any Transfer following which the Stockholders

Beneficially Own, in the aggregate, less than 5% of the then issued and

outstanding shares of Parent Common Stock, the Stockholders agree to cause the

Stockholder Designee to tender to the Parent Board his or her resignation from

the Parent Board.

 

     (e) This Section 1 will become effective at the Effective Time and will

terminate and have no further force and effect if the Merger Agreement is

terminated.

 

Section 2. Limitations on Acquisitions and Transfers.

 

     (a) Except for the acquisition of shares of Parent Common Stock pursuant to

the Merger Agreement, and subject to Section 2(c), during the Standstill Period,

the Stockholders and their respective Affiliates will not, directly or

indirectly, acquire, agree to acquire or make a proposal to acquire legal or

Beneficial Ownership of any Share or any security of Parent convertible into or

exchangeable or exercisable for Shares if, as a result of such acquisition,

agreement or proposal, such Stockholder and/or its Affiliates would Beneficially

Own, in the aggregate, or have the right to acquire Shares representing more

than 15% of Parent's then issued and outstanding Shares.

 

     (b) Subject to Section 2(c), during the Standstill Period, each Stockholder

and its respective Affiliates will not, directly or indirectly:

 

          (i) seek, make or take any action to solicit or initiate any offer or

     proposal for, or any indication of interest in, a merger (other than the

     Merger), consolidation, tender or exchange offer, sale or purchase of

     assets or securities or other business combination (other than the sale of

     Parent Common Stock by such Stockholder or its Affiliates in accordance

     with the terms of this Agreement) or any dissolution, liquidation,

     restructuring, recapitalization or similar transaction in each case

     involving Parent or any of its subsidiaries or the acquisition of any

     voting Shares of Parent or any of its subsidiaries (each, an "Acquisition

     Transaction"), if, as a result of such Acquisition Transaction, such

     Stockholder and/or its Affiliates would Beneficially Own, in the

 

 

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     aggregate, or have the right to acquire Shares representing more than 15%

     of Parent's then issued and outstanding Shares;

 

          (ii) "solicit," or become a "participant" in any "solicitation" (other

     than a "solicitation" approved by the Parent Board) of, any "proxy" (as

     such terms are defined in Regulation 14A under the Exchange Act) from any

     holder of voting Shares in connection with any vote on any matter (whether

     or not relating to the election or removal of members of the Parent Board);

 

          (iii) form, join or in any way participate in a 13D Group with respect

     to any voting Shares (other than a 13D Group (A) composed of Parent and its

     subsidiaries, (B) composed of such Stockholder and its Affiliates, (C)

     formed as a result of this Agreement or (D) deemed to have been formed by

     the Company Sponsors (as defined in the Merger Agreement) as a result of

     the execution, delivery or performance of the Merger Agreement, the Company

     Sponsor Agreements (as defined in the Merger Agreement), this Agreement or

     the transactions contemplated hereby or thereby);

 

          (iv) grant any proxies with respect to any voting Shares to any Person

     (other than as recommended by the Parent Board), deposit any voting Shares

     in a voting trust (unless the trustee of such trust agrees to be bound by

     the terms of this Agreement) or enter into any other arrangement or

     agreement with respect to the voting thereof;

 

          (v) publicly request, propose or otherwise seek any amendment or

     waiver of the provisions of Section 2(a) or (b);

 

          (vi) publicly seek, alone or in concert with other Persons, additional

     representation on the Parent Board or publicly seek the removal of any

     member of the Parent Board that is not a Stockholder Designee or publicly

     seek a change in the composition or size of the Parent Board;

 

          (vii) seek in their capacity as stockholders of Parent to have any

     matter presented to stockholders for a vote at any annual or special

     meeting (other than matters presented with the approval of the Parent

     Board);

 

          (viii) publicly call or seek to have called any meeting of the holders

      of voting Shares for the purpose of voting on any of the foregoing; or

 

          (ix) make any proposal, statement or inquiry, disclose any intention,

     plan or arrangement to the public (whether written or oral) inconsistent

     with the foregoing;

 

provided, however, that neither this Section 2(b) nor Section 2(a) will (1)

prevent, restrict, encumber or in any way limit the exercise of the fiduciary

rights and obligations of the Stockholder Designee as a director of Parent or

prevent, restrict, encumber or in any way limit the ability of the Stockholder

Designee to vote on matters, influence officers, employees, agents, management

or the other directors of Parent, take any action or make any statement at any

meeting of the Parent Board or any committee thereof, or otherwise to act in his

or her capacity as a director of Parent, (2) prevent any Stockholder from

selling any securities of Parent held by it or voting such securities, (3) apply

to or restrict any discussions or other communications

 

 

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between or among directors, members, officers, employees or agents of any

Stockholder or any Affiliate thereof, (4) prohibit any Stockholder or any

Affiliate thereof from soliciting, offering, seeking to effect or negotiating

with any Person with respect to transfers of Shares otherwise permitted by this

Section 2 or (5) restrict any disclosure or statements required to be made by

the Stockholder Designee or the Stockholders under applicable law, rule or

regulation (including any NYSE regulation).

 

     (c) Notwithstanding Sections 2(a) and (b), during the Standstill Period,

the Stockholders or their respective Affiliates will be permitted to make

requests to the Parent Board to amend or waive any of the limitations set forth

in Section 2(a) or (b), which the members of the Parent Board (other than the

Stockholder Designee and any designee of the other Company Sponsor), acting by

majority, may accept or reject in their sole discretion; provided, however, that

(i) any such request will not be publicly disclosed by the Stockholders or any

of their respective Affiliates, unless such Stockholder or such Affiliate

reasonably believes that it is required by applicable law to make such

disclosure and (ii) any such request will be made in a manner that is not

reasonably likely to require the public disclosure of such request by Parent.

 

     (d) Notwithstanding any other provision hereof, in no event will a

Stockholder Transfer Shares to any Person or 13D Group in one or a series of

transactions if following such Transfer such Person or 13D Group would

Beneficially Own 5% or more of the then-outstanding number of any class of

Shares of Parent unless, prior to such Transfer, such Person or 13D Group

executes an agreement reasonably satisfactory to Parent pursuant to which such

Person or 13D Group agrees to be bound by the terms of Sections 2(a), (b), (c)

and (d) of this Agreement as if such Person or 13D Group were a "Stockholder"

hereunder; provided, however, that if the transferee Person or 13D Group

qualifies at the time of such Transfer under Rule 13d of the Exchange Act to

report its ownership on a Schedule 13G, the percentage in this Section 2(d) will

be 15%, rather than 5%.

 

     (e) Prior to any proposed Transfer of any Shares (other than a Transfer to

an Affiliate of a Stockholder or a Transfer made in connection with an offering

of securities pursuant to the exercise of a Stockholder's registration rights),

the holder thereof will give written notice to Parent of its intention to effect

such Transfer as soon as reasonably practicable. Each such notice will describe

the manner of the proposed Transfer and, if requested by Parent for a proposed

Transfer other than pursuant to Rule 144 or Rule 145(a), will be accompanied by

an opinion of counsel reasonably satisfactory to Parent to the effect that the

proposed Transfer of the Shares may be effected without registration under the

Securities Act of 1933, as amended (the "Securities Act"), whereupon the holder

of such Shares will be entitled to Transfer such Shares in accordance with the

terms of its notice.

 

     (f) Parent may place appropriate legends on the certificates representing

Shares held by the Stockholders setting forth any restrictions appropriate for

compliance with U.S. federal securities laws. Parent will promptly issue

replacement certificates to the Stockholders, upon request, in order to permit

the Stockholders to engage in sales, transfers and other dispositions that are

not restricted under U.S. federal securities laws.

 

Section 3. Registration Rights. This Section 3 will become effective at the

Effective Time and will terminate and be of no further force and effect if the

Merger Agreement is terminated.

 

 

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     (a) Demand Registrations.

 

          (i) Right to Demand Registration. From and after the three-month

     anniversary of the Effective Time until the second anniversary of the

     Effective Time (the "Demand Period"), the Stockholders will have the right

      at any time to make a written request of Parent for registration (any such

     request, a "Stockholder Demand") with the Securities and Exchange

     Commission (the "Commission"), under and in accordance with the provisions

     of the Securities Act, of all or part of the Registrable Shares owned by

     the Stockholders (each a "Demand Registration" and such Stockholders, the

     "Demanding Holders"); provided that (x) Parent need not effect a Demand

     Registration involving less than $100 million of gross proceeds and (y)

     Parent may defer the filing or effectiveness of a Registration Statement

     (as defined below) in respect of such Demand Registration for a single

     period not to exceed 90 days during any one-year period, if the Parent

     Board determines in the exercise of its reasonable judgment and in good

     faith that to effect such Demand Registration at such time would have a

     material and adverse effect on any proposal or plan by Parent to engage in

     any significant corporate transaction; provided that in such event the

     Stockholders making such Stockholder Demand will be entitled to withdraw

     such Stockholder Demand and, if such Stockholder Demand is withdrawn, such

     registration will not be counted as a Stockholder Demand for purposes of

     Section 3(a)(ii), and the Demand Period will be extended by the length of

     such deferral. Within ten days after receipt of the request for a Demand

     Registration, Parent will send written notice (the "Demand Notice") of such

     registration request and its intention to comply therewith to all holders

     of Registrable Shares and, subject to subsection (iii) below, Parent will

     include in such registration all the Registrable Shares with respect to

      which Parent has received written requests for inclusion therein within 20

     Business Days after the date such Demand Notice is given. All requests made

     pursuant to this subsection (i) will specify the aggregate number of

     Registrable Shares requested to be registered and will also specify the

     intended methods of disposition thereof. Upon receipt of a Stockholder

     Demand, Parent will take all necessary and desirable actions within its

     control to effect registration of the Registrable Shares to be registered

     in accordance with the intended method of distribution specified in writing

     by the Demanding Holders as soon as practicable and will maintain the

     effectiveness of such Registration Statement until the earlier of the date

     (as such date may be extended pursuant to the terms hereof, the

     "Registration Termination Date") (A) which is one hundred eighty (180) days

     following the effective date of such Registration Statement and (B) on

     which all of the Registrable Shares covered by such Registration Statement

     have been disposed of in accordance with the intended methods of

     disposition by the seller or sellers thereof as set forth in such

     Registration Statement (but in any event not before the expiration of any

     longer period required under the Securities Act), which methods shall

     include, without limitation, block trades. If available to Parent, Parent

     will effect such registration on Form S-3 or such other form of

     registration statement that counsel to Parent advises and, if requested by

     the Demanding Holders, such registration will be a "shelf" registration

     statement providing for the registration of, and the sale on a continuous

     or delayed basis of the Registrable Shares, pursuant to Rule 415

     promulgated under the Securities Act or any similar rule that may be

     adopted by the Commission (a "Registration Statement"), and Parent will

     take all necessary and desirable actions within its control to maintain the

     effectiveness of such Registration Statement until the Registration

     Termination Date; provided, however,

 

 

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     that Parent will not effect a registration on Form S-3 or an equivalent

     form if Parent or the managing underwriter or underwriters determine that

     using a different registration form is in the best interests of Parent

     and/or the Demanding Holders and other holders of Registrable Shares.

 

          (ii) Number of Demand Registrations. The Stockholders, as a group,

     will be entitled to up to, but no more than, two Stockholder Demands;

     provided, however, that a Stockholder Demand will not be deemed to have

     been made unless the Registration Statement filed in connection therewith

     is kept continuously effective by Parent until the Registration Termination

     Date unless the reason such Registration Statement does not remain

     effective until the Registration Termination Date is solely as a result of

     the failure of the relevant Stockholders to take all actions reasonably

     required in order to have the Registration Statement remain effective for

     such period. Parent will not be required to cause a registration pursuant

     to Section 3(a)(i) to be declared effective within a period of 180 days

     after the date of any other Parent registration statement was declared

     effective pursuant to a Demand Registration request or a filing for

     Parent's own behalf.

 

          (iii) Priority on Demand Registrations. If in any Demand Registration

     the managing underwriter or underwriters thereof (or in the case of a

     Demand Registration not being underwritten, the Demanding Holders after

     consultation with an investment banker of nationally recognized standing)

     advise Parent in writing that in its or their reasonable opinion the number

     of securities proposed to be sold in such Demand Registration exceeds the

     number that can be sold in such offering without having a material and

     adverse effect on the success of the offering, Parent will include in such

     registration only the number of securities that, in the reasonable opinion

     of such underwriter or underwriters (or the Demanding Holders, as the case

     may be) can be sold without having a material and adverse effect on the

     success of the offering, as follows: first, the securities which the

     Stockholders, including the Demanding Holders, and the C Holders (pro rata

     among all such Stockholders and the C Holders on the basis of the relative

     percentage of Registrable Shares requested to be registered by all

     Stockholders and C Holders who have requested that securities owned by them

     be so included), propose to sell, and second, securities of any other

     holders of Parent's securities eligible to participate in such offering,

     pro rata among all such Persons on the basis of the relative percentage of

     such securities held by each of them. In the event that the managing

     underwriter or Demanding Holders determine that additional Registrable

     Shares may be sold in any Demand Registration without having a material and

     adverse effect on the success of the offering, Parent may include

     comparable securities to be issued and sold by Parent or comparable

     securities held by Persons other than the Parties.

 

          (iv) Selection of Underwriters. If a Demand Registration is to be an

     underwritten offering, the Stockholders will, after consultation with

     Parent, select a managing underwriter or underwriters of recognized

     national standing to administer the offering.

 

     (b) Piggyback Registrations. If Parent at any time proposes to register

under the Securities Act any Shares or any security convertible into or

exchangeable or exercisable for Shares (other than (i) any securities to be

registered on Form S-8 and (ii) any securities to be

 

 

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registered in connection with the Merger), whether or not for sale for its own

account and other than pursuant to a Demand Registration, on a form and in a

manner which would permit registration of the Registrable Shares held by the

Stockholders for sale to the public under the Securities Act, Parent will give

written notice of the proposed registration to the Stockholders not later than

30 days prior to the filing thereof. Each Stockholder will have the right to

request that all or any part of its Registrable Shares be included in such

registration. Each Stockholder can make such a request by giving written notice

to Parent within ten Business Days after the giving of such notice by Parent;

provided, however, that if the registration is an underwritten registration and

the managing underwriters of such offering determine that the aggregate amount

of securities of Parent which Parent and all Stockholders propose to include in

such Registration Statement exceeds the maximum amount of securities that may be

sold without having an adverse effect on the success of the offering, including

the selling price and other terms of such offering, Parent will include in such

registration, first, the securities which Parent proposes to sell, second, the

Registrable Shares of the Stockholders and any C Holders requesting

registration, pro rata among all such Stockholders and C Holders on the basis of

the relative percentage of Registrable Shares requested to be registered by all

Stockholders and C Holders who have requested that securities owned by them be

so included (it being further agreed and understood, however, that such

underwriters will have the right to eliminate entirely the participation of the

Stockholders and the C Holders), and third, the comparable securities of any

additional holders of Parent's securities, pro rata among all such holders on

the basis of the relative percentage of such securities held by each of them.

Registrable Shares proposed to be registered and sold pursuant to an

underwritten offering for the account of any Stockholder pursuant to this

Section 3(b) will be sold to the prospective underwriters selected or approved

by Parent, after consultation with the Stockholders, and on the terms and

subject to the conditions of one or more underwriting agreements negotiated

between Parent and the prospective underwriters. Any Stockholder who holds

Registrable Shares being registered in any offering will have the right to

receive a copy of the form of underwriting agreement and will have an

opportunity to hold discussions with the lead underwriter of the terms of such

underwriting agreement. Parent may withdraw any Registration Statement at any

time before it becomes effective, or postpone or terminate the offering of

securities, without obligation or liability to any Stockholder.

 

     (c) Holdback Agreements. Notwithstanding any other provision of this

Section 3, each Stockholder agrees that (if and to the extent the managing

underwriter(s) in an underwritten offering determine that such action is

necessary with respect to such offering and provided that such condition is also

applicable to the C Holders, if any, requesting registration of Registrable

Shares in such offering) it will not (and it will be a condition to the rights

of each Stockholder under this Section 3 that such Stockholder does not) offer

for Public Sale any Shares during the 90-day period after the effective date of

any Registration Statement filed by Parent in connection with an underwritten

public offering (except as part of such underwritten registration or as

otherwise permitted by such underwriters); provided, however, no Stockholder

will object to shortening such period if the underwriter agrees that shortening

such period would not materially and adversely effect the success of the

offering.

 

     (d) Expenses. Except as otherwise provided herein, all expenses,

disbursements and fees incurred by Parent and the Stockholders in connection

with any registration under this Section 3 (including, without limitation, the

reasonable expenses, disbursements and fees of one

 

 

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counsel retained in connection with the Stockholders' first Demand Registration,

in an aggregate amount of up to $50,000) will be borne by Parent, except that

the following expenses will be borne by the Stockholders: (i) the expenses,

disbursements and fees of counsel to the Stockholders to the extent the

Stockholders retain counsel (other than as provided above with respect to the

Stockholders' first Demand Registration); (ii) discounts, commissions, fees or

similar compensation owing to underwriters, selling brokers, dealer managers or

other industry professionals, to the extent relating to the distribution or sale

of the Stockholders' securities; and (iii) transfer taxes with respect to the

securities sold by the Stockholders; provided, however, that the Stockholders

will reimburse Parent for any fees, costs and expenses paid by Parent in

connection with any Stockholder Demand (i) which is subsequently withdrawn by

the Stockholders after Parent has filed a Registration Statement with the

Commission in connection therewith or (ii) which is not declared effective

solely as a result of the failure of the Stockholders to take all actions

reasonably required in order to have the registration and the related

Registration Statement declared effective by the Commission. In any such event,

such demand registration will be counted as a Stockholder Demand for purposes of

Section 3(a)(ii).

 

     (e) Registration Procedures. In connection with any registration of

Registrable Shares under the Securities Act pursuant to this Agreement, Parent

will consult with each Stockholder whose equity interest is to be included in

any such registration concerning the form of underwriting agreement, will

provide to such Stockholders the form of underwriting agreement prior to

Parent's execution thereof and will provide to such Stockholders and their

representatives such other documents (including comments by the Commission on

the Registration Statement) as such Stockholders reasonably request in

connection with its participation in such registration. Parent will furnish such

Stockholders and each underwriter, if any, with a copy of the Registration

Statement and all amendments thereto and will supply such Stockholders and each

underwriter, if any, with copies of any prospectus (a "Prospectus") included

therein (including a preliminary Prospectus and all amendments and supplements

thereto), in such quantities as may be reasonably necessary for the purposes of

the proposed sale or distribution covered by such registration. Parent will not,

however, be required to maintain the Registration Statement effective or to

supply copies of a Prospectus for a period beyond the Registration Termination

Date and, following such date, Parent may deregister any securities covered by

such Registration Statement and not then sold or distributed. Whenever required

to effect the registrat