sc13d

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S2XstzeUgif1RF549vgSrjvEYm0PdjkE3+fw4allmivhRld+Cye17xSmW9UV3/EX Cf0QgtqmShxAjOVyK3LtBQ== 0000950123-10-056351.txt : 20100607 0000950123-10-056351.hdr.sgml : 20100607 20100607172305 ACCESSION NUMBER: 0000950123-10-056351 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20100607 DATE AS OF CHANGE: 20100607 GROUP MEMBERS: GCP II VRC LTD GROUP MEMBERS: GCP VRC LTD GROUP MEMBERS: GENERATION CAPITAL PARTNERS II LP GROUP MEMBERS: GENERATION CAPITAL PARTNERS VRC LP GROUP MEMBERS: GENERATION MEMBERS' FUND II LP GROUP MEMBERS: JOHN HAWKINS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JENNINGS MARK E CENTRAL INDEX KEY: 0001019324 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: ONE GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06381 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Virtual Radiologic CORP CENTRAL INDEX KEY: 0001361579 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 270074530 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83711 FILM NUMBER: 10882096 BUSINESS ADDRESS: STREET 1: 11995 SINGLETREE LANE STREET 2: SUITE 500 CITY: MINNEAPOLIS STATE: MN ZIP: 55344 BUSINESS PHONE: 952-595-1100 MAIL ADDRESS: STREET 1: 11995 SINGLETREE LANE STREET 2: SUITE 500 CITY: MINNEAPOLIS STATE: MN ZIP: 55344 SC 13D 1 y84941sc13d.htm SC 13D sc13d

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Virtual Radiologic Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92826 B 10 4

(CUSIP Number)

Mark E. Jennings
c/o Generation Partners
One Greenwich Office Park
Greenwich, CT 06831
(203) 422-8200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 28, 2010

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		92826 B 10 4		Page		2		of		16	Pages

NAMES OF REPORTING PERSONS.

Mark E. Jennings*

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO, AF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

35,658 (see Item 5)

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

4,130,700 (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

35,658 (see Item 5)

WITH

SHARED DISPOSITIVE POWER

4,130,700 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,166,358 (see Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

o N/A

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* The filing person had previously filed a statement on Schedule 13G pursuant to Rule 13d-1(d) of the Exchange Act in connection with the Company shares covered by this Statement on Schedule 13D.


CUSIP No.		92826 B 10 4		Page		3		of		16	Pages

NAMES OF REPORTING PERSONS.

John Hawkins*

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

4,130,700 (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

4,130,700 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,130,700 (see Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

o N/A

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* The filing person had previously filed a statement on Schedule 13G pursuant to Rule 13d-1(d) of the Exchange Act in connection with the Company shares covered by this Statement on Schedule 13D.


CUSIP No.		92826 B 10 4		Page		4		of		16	Pages

NAMES OF REPORTING PERSONS.

Generation Capital Partners II LP*

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,708,686 (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,708,686 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,708,686 (see Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

o N/A

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.6%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* The filing person had previously filed a statement on Schedule 13G pursuant to Rule 13d-1(d) of the Exchange Act in connection with the Company shares covered by this Statement on Schedule 13D.


CUSIP No.		92826 B 10 4		Page		5		of		16	Pages

NAMES OF REPORTING PERSONS.

GCP II VRC Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,708,686 (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,708,686 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,708,686 (see Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

o N/A

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

16.6%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		92826 B 10 4		Page		6		of		16	Pages

NAMES OF REPORTING PERSONS.

Generation Capital Partners VRC LP*

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,156,914 (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,156,914 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,156,914 (see Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

o N/A

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* The filing person had previously filed a statement on Schedule 13G pursuant to Rule 13d-1(d) of the Exchange Act in connection with the Company shares covered by this Statement on Schedule 13D.


CUSIP No.		92826 B 10 4		Page		7		of		16	Pages

NAMES OF REPORTING PERSONS.

GCP VRC Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,156,914 (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,156,914 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,156,914 (see Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

o N/A

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		92826 B 10 4		Page		8		of		16	Pages

NAMES OF REPORTING PERSONS.

Generation Members’ Fund II LP*

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

265,100 (see Item 5)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

265,100 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

265,100 (see Item 5)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

o N/A

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.6%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* The filing person had previously filed a statement on Schedule 13G pursuant to Rule 13d-1(d) of the Exchange Act in connection with the Company shares covered by this Statement on Schedule 13D.

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds and Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 7. Material to Be Filed as Exhibits
Signatures
EXHIBIT INDEX
EX-99.A
EX-99.B



CUSIP No. 92826 B 10 4		Page 9 of 16 Pages

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to shares (“Shares”) of the common stock, par value $0.001 per share (“Common Stock”), of Virtual Radiologic Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 11995 Singletree Lane, Suite 500, Eden Prairie, MN 55344.

Item 2. Identity and Background.

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

•		Generation Capital Partners VRC LP, a private investment fund, is a Delaware limited partnership (“GCP VRC LP”). GCP VRC LP’s general partner is Generation Partners VRC LLC, a Delaware limited liability company (“GP VRC LLC”);

•		GCP VRC Ltd., an exempted company formed under the laws of the Cayman Islands (“GCP Ltd.”), is a wholly owned subsidiary of GCP VRC LP and holds Shares;

•		Generation Capital Partners II LP, a private investment fund, is a Delaware limited partnership (“GCP II LP”). GCP II LP’s general partner is Generation Partners II LLC, a Delaware limited liability company (“GP II LLC”);

•		GCP II VRC Ltd., an exempted company formed under the laws of the Cayman Islands (“GCP II Ltd.”), is a wholly owned subsidiary of GCP II LP and holds Shares;

•		Generation Members’ Fund II LP, a private investment fund, is a Delaware limited partnership (“GMF II LP”). GMF II LP’s general partner is GP II LLC;

•		Mark E. Jennings, is a U.S. citizen who functions in the following capacities with respect to the above-mentioned entities:


Entity:		Capacity:
GCP Ltd.		Director

GCP II Ltd.		Director

GMF II LP		Managing Member of General Partner (GP II LLC)

GCP VRC LP		Managing Member of General Partner (GP VRC LLC)

GCP II LP		Managing Member of General Partner (GP II LLC); and

•

John Hawkins, is a U.S. citizen who functions in the following capacities with respect to the above-mentioned entities:


Entity:		Capacity:
GCP Ltd.		Director

GCP II Ltd.		Director

GMF II LP		Managing Member of General Partner (GP II LLC)



CUSIP No. 92826 B 10 4		Page 10 of 16 Pages


Entity:		Capacity:
GCP VRC LP		Managing Member of General Partner (GP VRC LLC)

GCP II LP		Managing Member of General Partner (GP II LLC).

For purposes of this Statement (i) “Generation Entities” means, collectively, GP VRC LLC, GCP VRC LP, GCP Ltd., GP II LLC, GMF II LP, GCP II LP and GCP II Ltd. and (ii) “Funds” means, collectively, GCP VRC LP, GMF II LP and GCP II LP.

The address of the principal business and principal office for the Generation Entities and Mr. Jennings is One Greenwich Office Park, Greenwich CT 06831. The address of Mr. Hawkins is One Maritime Plaza, Suite 1555, San Francisco, CA 94111. A joint filing agreement of the Reporting Persons is attached hereto as Exhibit A.

During the last five years, none of the entities or persons listed above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the entities or persons listed above has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds and Other Consideration.

Each of GCP VRC LP, GMF II LP and GCP II LP expended approximately $13,882,964, $2,427,862 and $10,157,574, respectively, in order to purchase from the Issuer shares of Common Stock and shares of its Series A Preferred Stock, which shares of Series A Preferred Stock were converted into shares of Common Stock upon the completion of the Issuer’s initial public offering in November 2007. Such purchases were made with each Fund’s own working capital.

The 35,658 shares of Common Stock to which Mr. Jennings has the sole power to vote or to direct the vote were acquired by Mr. Jennings as compensation for services provided to the Issuer by Mr. Jennings in his capacity as a director of the Issuer.

Item 4. Purpose of Transaction.

The Reporting Persons acquired shares of the Issuer’s Common Stock and Series A Preferred Stock in the ordinary course of business for investment purposes. The shares of Series A Preferred Stock were converted into shares of Common Stock upon the Issuer’s initial public offering in November 2007.

The Reporting Persons are engaged in the investment business and review their holdings on an ongoing basis. As a result of such review, the Reporting Persons may make additional purchases of Common Stock or may sell shares of Common Stock beneficially owned by them at any time (subject to the requirements of the Voting Agreement described in Item 6 below). In furtherance of their ongoing review of their investment in the Common Stock, the Reporting Persons may meet with members of the Issuer’s management to discuss the business, strategy, plans and prospects of the Issuer. Depending on the outcome of any such discussions, during any such discussions, or at any other time, the Reporting Persons may present to the Issuer’s management plans or proposals that the Reporting Persons believe will enhance shareholder value. Such plans or proposals might relate to one of the transactions or changes contemplated by Items 4(a) through 4(j) of Schedule 13D.

Mr. Jennings and Mr. Andrew P. Hertzmark, are currently members of the board of directors of the Issuer. Mr. Hertzmark is a partner of an entity affiliated with the Generation Entities and is the beneficial owner of 35,658 shares of Common Stock, which were acquired as compensation for services provided to the Issuer by Mr. Hertzmark in his capacity as a director of the Issuer. As directors of the Issuer, Mr. Jennings and Mr. Hertzmark may have influence over the corporate activities of the Issuer, including activities that may relate to the transactions or changes contemplated by Items 4(a) through 4(j) of Schedule 13D.

On May 16, 2010, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with



CUSIP No. 92826 B 10 4		Page 11 of 16 Pages

Viking Holdings LLC, a Delaware limited liability company (“Parent”), and Viking Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer, and as a result the Issuer will continue as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of Providence Equity Partners L.L.C. Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Common Stock (including restricted stock) of the Issuer, other than shares owned by the Issuer, Parent, Merger Sub or any other subsidiary of Parent and stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law, will be cancelled and extinguished and automatically converted into the right to receive $17.25 in cash, without interest. As an inducement for Parent to enter into the Merger Agreement and in consideration thereof, certain of the Generation Entities entered into a Voting Agreement with Parent. For a further description of the Voting Agreement, see Item 6 below, which description is incorporated herein by reference in response to this Item 4.

Except as otherwise described herein, none of the Reporting Persons has any current plans or proposals which relate to or would result in any of the transactions or changes contemplated by Items 4(a) through 4(j) of Schedule 13D. Such persons may, at any time and from time to time, review or reconsider their position and formulate or revise any such plans or proposals.

Item 5. Interest in Securities of the Issuer.

(a) GCP II Ltd., a wholly owned subsidiary of GCP II LP, beneficially owns 2,708,686 shares of Common Stock. By virtue of its relationship with GCP II Ltd., GCP II LP may be deemed to beneficially own the 2,708,686 shares of Common Stock beneficially owned by GCP II Ltd.

GMF II LP beneficially owns 265,100 shares of Common Stock.

GCP Ltd., a wholly owned subsidiary of GCP VRC LP, beneficially owns 1,156,914 shares of Common Stock. By virtue of its relationship with GCP Ltd., GCP VRC LP may be deemed to beneficially own the 1,156,914 shares of Common Stock beneficially owned by GCP Ltd.

Mr. Jennings may be deemed to beneficially own: (1) 5,658 shares of Common Stock (including restricted shares); (2) 30,000 shares of Common Stock issuable upon exercise of stock options exercisable within 60 days; (3) 2,708,686 shares of Common Stock that may be deemed to be beneficially owned by GCP II LP, of which Mr. Jennings is a managing member of its general partner, GP II LLC, (4) 1,156,914 shares of Common Stock that may be deemed to be beneficially owned by GCP VRC LP, of which Mr. Jennings is a managing member of its general partner, GP VRC LLC and (5) 265,100 shares of Common Stock held by GMF II LP, of which Mr. Jennings is a managing member of its general partner, GP II LLC. Mr. Jennings may be deemed to be the beneficial owner of any securities that may be beneficially owned by the Funds. Mr. Jennings disclaims beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein.

Mr. Hawkins may be deemed to beneficially own: (1) 2,708,686 shares of Common Stock that may be deemed to be beneficially owned by GCP II LP, of which Mr. Hawkins is a managing member of its general partner, GP II LLC, (2) 1,156,914 shares of Common Stock that may be deemed to be beneficially owned by GCP VRC LP, of which Mr. Hawkins is a managing member of its general partner, GP VRC LLC and (3) 265,100 shares of Common Stock held by GMF II LP, of which Mr. Hawkins is a managing member of its general partner, GP II LLC. Mr. Hawkins may be deemed to be the beneficial owner of any securities that may be beneficially owned by the Funds. Mr. Hawkins disclaims beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein.

Percent of class: 25.5% for Mr. Jennings, 25.3% for Mr. Hawkins, 16.6% for each of GCP II LP and GCP II Ltd., 7.1% for each of GCP VRC LP and GCP Ltd, and 1.6% for GMF II LP. The foregoing percentages are calculated based on the 16,326,609 shares of Common Stock represented by the Company in the Merger Agreement as being issued and outstanding as of May 13, 2010.


(b) Number of shares as to which Mr. Jennings has:

(i) Sole power to vote or to direct the vote			35,658



CUSIP No. 92826 B 10 4		Page 12 of 16 Pages


(ii) Shared power to vote or to direct the vote			4,130,700

(iii) Sole power to dispose or to direct the disposition of			35,658

(iv) Shared power to dispose or to direct the disposition of			4,130,700

Number of shares as to which Mr. Hawkins has:

(i) Sole power to vote or to direct the vote			0

(ii) Shared power to vote or to direct the vote			4,130,700

(iii) Sole power to dispose or to direct the disposition of			0

(iv) Shared power to dispose or to direct the disposition of			4,130,700

Number of shares as to which GCP II LP has:

(i) Sole power to vote or to direct the vote			0

(ii) Shared power to vote or to direct the vote			2,708,686

(iii) Sole power to dispose or to direct the disposition of			0

(iv) Shared power to dispose or to direct the disposition of			2,708,686

Number of shares as to which GCP VRC LP has:

(i) Sole power to vote or to direct the vote			0

(ii) Shared power to vote or to direct the vote			1,156,914

(iii) Sole power to dispose or to direct the disposition of			0

(iv) Shared power to dispose or to direct the disposition of			1,156,914

Number of shares as to which GMF II LP has:

(i) Sole power to vote or to direct the vote			0

(ii) Shared power to vote or to direct the vote			265,100

(iii) Sole power to dispose or to direct the disposition of			0

(iv) Shared power to dispose or to direct the disposition of			265,100

Number of shares as to which GCP Ltd. has:

(i) Sole power to vote or to direct the vote			0

(ii) Shared power to vote or to direct the vote			1,156,914

(iii) Sole power to dispose or to direct the disposition of			0

(iv) Shared power to dispose or to direct the disposition of			1,156,914

Number of shares as to which GCP II Ltd. has:



CUSIP No. 92826 B 10 4		Page 13 of 16 Pages


(i) Sole power to vote or to direct the vote			0

(ii) Shared power to vote or to direct the vote			2,708,686

(iii) Sole power to dispose or to direct the disposition of			0

(iv) Shared power to dispose or to direct the disposition of			2,708,686

(c) On May 13, 2010, Mr. Jennings received an award of 2,166 shares of restricted stock of the Issuer in accordance with the Issuer’s non-employee director compensation policy (the “Restricted Shares”). Such Shares vest fully on the earlier of May 13, 2011 or the Issuer’s 2011 annual meeting of stockholders, provided that Mr. Jennings is still a director of the Issuer as of such date.

On May 28, 2010, (i) GCP VRC LP transferred the 1,156,914 shares of Common Stock it previously held to GCP Ltd, its wholly owned subsidiary and (ii) GCP II LP transferred the 2,708,686 shares of Common Stock it previously held to GCP II Ltd, its wholly owned subsidiary.

(d) Not applicable.

(e) Not applicable.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D.


Item 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Voting Agreement

Parent, GCP VRC LP, GCP II LP, GMF II LP, GCP Ltd. and GCP II Ltd (GCP II Ltd., GCP Ltd. and GMF II LP, the “Stockholders”) entered into an Amended and Restated Voting and Proxy Agreement on May 28, 2010 (the “Voting Agreement”). Pursuant to the Voting Agreement, each Stockholder agrees to vote its Shares or execute a written consent in respect thereof (i) for approval and adoption of the Merger Agreement and the transactions contemplated in the Merger Agreement, as applicable, at any meeting of the stockholders of the Issuer at which the Merger Agreement or the transactions contemplated by the Merger Agreement are submitted for the vote of the Issuer’s stockholders or in a circumstance where consent is sought with respect to the approval of the Merger Agreement or for the transactions contemplated by the Merger Agreement, (ii) against any Acquisition Proposal (as defined in the Merger Agreement) and (iii) against any agreement, amendment of any agreement (including the Issuer’s certificate of incorporation or bylaws), or any other action that is intended or could reasonably be expected to prevent, interfere or delay the transactions contemplated by the Merger Agreement. The Stockholders have also granted an irrevocable proxy to Parent, and any person designated by Parent, to vote (or cause to be voted) such Stockholders’ shares of Common Stock, or grant a consent in respect of such shares, in accordance with the immediately preceding sentence.

The Stockholders also agreed that, without the prior written consent of Parent, they will not, directly or indirectly, sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell any of their shares of Common Stock, subject to certain exceptions (including the ability to transfer shares to affiliates that agree to be bound by the terms of the Voting Agreement). Further, the Voting Agreement contains a “no-shop” restriction on the ability of the Stockholders to solicit Acquisition Proposals, provide information and engage in discussions with third parties with respect to an Acquisition Proposal. The Voting Agreement terminates and is of no further force or effect (other than certain provisions which survive) upon the (i) mutual written consent of the parties; (ii) any material amendment to the Merger Agreement that decreases the Merger Consideration or changes the form of the consideration payable to the stockholders or (iii) the termination of the Merger Agreement in accordance with its terms or upon the consummation of the Merger.

The foregoing description of the Voting Agreement is only a summary, is not intended to be complete and is



CUSIP No. 92826 B 10 4		Page 14 of 16 Pages

qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is filed as Exhibit B to this Statement and which is incorporated herein by reference in this Item 6 in its entirety.

Investor Rights Agreement

GCP II LP and GMF II LP are parties to an Investor Rights Agreement with the Issuer, dated May 2, 2005 (the “Investor Rights Agreement”). Under the terms of the Investor Rights Agreement, the Issuer has, among other things, agreed to effect up to two registered offerings upon request from the holders of at least 50% of the registrable stock then outstanding; agreed to effect up to one registered offering on Form S-3 per six-month period upon request from the holders of at least 50% of the registrable stock; and granted incidental or “piggyback” registration rights with respect to any registrable securities held by any party to the Investor Rights Agreement.

The Issuer’s obligation to effect any demand for registration is subject to certain conditions, including that the registrable securities to be included in any such registration have an anticipated aggregate offering price in excess of $2.5 million in the case of any demand for registration on Form S-1 and $500,000 in the case of any demand for registration on Form S-3. In connection with any registration effected pursuant to the terms of the Investor Rights Agreement, the Issuer will be required to pay for all of the fees and expenses incurred in connection with such registration, including registration fees, filing fees and printing expenses as well as expenses relating to the marketing and promotional efforts for the offering as requested by the managing underwriter. However, the underwriting discounts and commissions payable in respect of registrable securities will not be borne by the Issuer. The Issuer has also agreed to indemnify stockholders, including the holders of registrable securities, in any registration effected pursuant to the terms of the Investor Rights Agreement and certain other persons associated with any such registration, in each case on the terms specified in the Investor Rights Agreement and which include an indemnity against certain liabilities under the Securities Act of 1933, as amended. Substantially all of the other operative provisions of the Investor Rights Agreement terminated upon the completion of the Issuer’s initial public offering.

The foregoing description of the Investor Rights Agreement is only a summary, is not intended to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which is filed as Exhibit C to this Statement and which is incorporated herein by reference in this Item 6 in its entirety.

Other

As compensation for services provided to the Issuer by Mr. Jennings in his capacity as a director of the Issuer (i) in May 2010 received 2,166 restricted shares of Common Stock, which vest fully on the earlier of May 13, 2011 or the Issuer’s 2011 annual meeting of stockholders (provided that Mr. Jennings is still a director of the Issuer as of such date) and (ii) in May 2007 received options, which he currently holds, pursuant to which he can purchase 30,000 shares of Common Stock at a price of $12 per share (which options have fully vested).

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement attached hereto as Exhibit A, with respect to the joint filing of the Schedule 13D and any amendment or amendments thereto.

Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, there are currently no contracts, arrangements, understandings or relationships (legal or otherwise) between the entities and persons enumerated in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits.


Exhibit A:		Joint Filing Agreement, dated as of June 7, 2010, by and among Mark E. Jennings, John Hawkins, GCP VRC Ltd., GCP II VRC Ltd., Generation Members’ Fund II LP, Generation Capital Partners II LP and Generation Capital Partners VRC LP.

Exhibit B:		Amended and Restated Voting and Proxy Agreement, dated as of May 28, 2010 by and among Viking Holdings LLC, Generation Capital Partners VRC LP, Generation Members’ Fund II LP, Generation Capital Partners II LP, GCP VRC Ltd. and GCP VRC II Ltd.

Exhibit C:		Investor Rights Agreement, dated as of May 2, 2005, by and among the Issuer and the parties listed on the signature pages thereto (incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed by the Issuer on September 26, 2006 (File No. 333-136504)).



		Page 15 of 16 Pages

Signatures

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete, and correct.


Date: June 7, 2010	GCP VRC Ltd.

	By: Title:	/s/ John Hawkins Director

Date: June 7, 2010	GCP II VRC Ltd.

	By: Title:	/s/ John Hawkins Director

Date: June 7, 2010	Generation Members’ Fund II LP

	By: Title:	/s/ John Hawkins Managing Member of its General Partner,
		Generation Partners II LLC

Date: June 7, 2010	Generation Capital Partners II LP

	By: Title:	/s/ John Hawkins Managing Member of its General Partner,
		Generation Partners II LLC

Date: June 7, 2010	Generation Capital Partners VRC LP

	By: Title:	/s/ John Hawkins Managing Member of its General Partner,
		Generation Partners VRC LLC

Date: June 7, 2010	Mark E. Jennings

	By: Title:	/s/ Mark E. Jennings Self

Date: June 7, 2010	John Hawkins

	By: Title:	/s/ John Hawkins Self



		Page 16 of 16 Pages

EXHIBIT INDEX


Exhibit A:		Joint Filing Agreement, dated as of June 7, 2010, by and among Mark E. Jennings, John Hawkins, GCP VRC Ltd., GCP II VRC Ltd., Generation Members’ Fund II LP, Generation Capital Partners II LP and Generation Capital Partners VRC LP.

Exhibit B:		Amended and Restated Voting and Proxy Agreement, dated as of May 28, 2010 by and among Viking Holdings LLC, Generation Capital Partners VRC LP, Generation Members’ Fund II LP, Generation Capital Partners II LP, GCP VRC Ltd. and GCP VRC II Ltd.

Exhibit C:		Investor Rights Agreement, dated as of May 2, 2005, by and among the Issuer and the parties listed on the signature pages thereto (incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed by the Issuer on September 26, 2006 (File No. 333-136504)).

EX-99.A 2 y84941exv99wa.htm EX-99.A EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.


Date: June 7, 2010	GCP VRC Ltd.

	By: Title:	/s/ John Hawkins Director

Date: June 7, 2010	GCP II VRC Ltd.

	By: Title:	/s/ John Hawkins Director

Date: June 7, 2010	Generation Members’ Fund II LP

	By: Title:	/s/ John Hawkins Managing Member of its General Partner,
		Generation Partners II LLC

Date: June 7, 2010	Generation Capital Partners II LP

	By: Title:	/s/ John Hawkins Managing Member of its General Partner,
		Generation Partners II LLC

Date: June 7, 2010	Generation Capital Partners VRC LP

	By: Title:	/s/ John Hawkins Managing Member of its General Partner,
		Generation Partners VRC LLC

Date: June 7, 2010	Mark E. Jennings

	By: Title:	/s/ Mark E. Jennings Self

Date: June 7, 2010	John Hawkins

	By: Title:	/s/ John Hawkins Self

EX-99.B 3 y84941exv99wb.htm EX-99.B EX-99.B

Execution Copy

AMENDED AND RESTATED VOTING AND PROXY AGREEMENT

THIS AMENDED AND RESTATED VOTING AND PROXY AGREEMENT (this “Agreement”) is made and entered into as of May 28, 2010 by and among Generation Capital Partners VRC LP, a Delaware limited partnership (“GCP VRC LP”), Generation Capital Partners II LP, a Delaware limited partnership (together with GCP VRC LP, the “Prior Stockholders”), Generation Members’ Fund II LP, a Delaware limited partnership (“GMF”), GCP II VRC Ltd., an exempted company organized under the laws of the Cayman Islands (“GCP Ltd.”), GCP VRC Ltd., an exempted company organized under the laws of the Cayman Islands (together with GMF and GCP Ltd., the “Stockholders”) and Viking Holdings LLC, a Delaware limited liability company (“Parent”).

WHEREAS, on May 16, 2010, the Prior Stockholders, GMF and the Parent entered into that certain Voting and Proxy Agreement (the “Original Agreement”).

WHEREAS, concurrently with the Original Agreement, Parent, Viking Acquisition Corporation, a Delaware corporation ( “Merger Sub”), and Virtual Radiologic Corporation, a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company;

WHEREAS, on the date hereof and immediately prior to the execution and delivery of this Agreement, the Prior Stockholders transferred, assigned and conveyed all of their rights, title and interests in Company Common Stock to the Stockholders (the “Affiliate Transfer”), such that each Stockholder owns the number of shares of Company Common Stock set forth opposite its name on Schedule I hereto (such Company Common Stock held by each Stockholder as set forth on Schedule I, together with any other shares of capital stock of the Company acquired by each Stockholder after the date hereof and during the term of this Agreement, whether by purchase or upon exercise of options, warrants, conversion of other convertible securities or otherwise, being collectively referred to herein as the “Shares”);

WHEREAS, in connection with the Affiliate Transfer, the parties hereto desire to amend and restate the Original Agreement in its entirety as set forth herein; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. No Shop

(a) General. Until the Termination Date, each Stockholder shall not, and shall not authorize or permit any of its directors, officers, members, managers, partners, employees, stockholders, controlled Affiliates, representatives or agents

(collectively, the “Representatives”) to, directly or indirectly, (i) solicit, initiate or knowingly encourage an Acquisition Proposal, (ii) furnish or disclose to any third Person non-public information with respect to an Acquisition Proposal, (iii) negotiate or engage in discussions with any third Person with respect to an Acquisition Proposal, (iv) enter into any agreement (whether or not binding) or agreement in principle with respect to an Acquisition Proposal or (v) otherwise cooperate in any way with, or assist or participate in, any effort or attempt by another Person to do or seek any of the foregoing.

(b) Ongoing Discussions. Each Stockholder shall (and shall cause its Representatives to) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing. Each Stockholder agrees, until the Termination Date, not to (and to cause its Representatives not to) release any third party from the confidentiality and standstill provisions of any agreement relating to the Company or any of its Subsidiaries.

(c) Fiduciary Duties. Nothing in this Agreement shall limit or restrict any Affiliate or designee of the Stockholders who serves as a member of the Board of Directors in acting in his or her capacity as a director of the Company and exercising his or her fiduciary duties in such capacity.

Section 2. Agreement to Vote; Restrictions on Dispositions; Irrevocable Proxy.

(a) Agreement to Vote. Each Stockholder hereby agrees, until the Termination Date, to vote its Shares or execute a written consent in respect thereof, (i) for approval and adoption of the Merger Agreement (as amended from time to time) and the transactions contemplated by the Merger Agreement, as applicable, at any meeting or meetings of the stockholders of the Company at which the Merger Agreement or the transactions contemplated thereunder are submitted for the vote of such Stockholder or in any written consent in respect thereof, (ii) against any other Acquisition Proposal, without regard to any Board recommendation to stockholders concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal, (iii) against any agreement, amendment of any agreement (including the Company’s Certificate of Incorporation or By-Laws), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the transactions contemplated by the Merger Agreement, other than those specifically contemplated by this Agreement or the Merger Agreement, and (iv) against any action, agreement, transaction or proposal that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement. Any such vote shall be cast (or consent shall be given) by each Stockholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

(b) Restrictions on Dispositions. Each Stockholder, severally and not jointly, hereby agrees, until the Termination Date, that, without the prior written consent of Parent, such Stockholder shall not, directly or indirectly, sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose

of, or enter into any agreement, arrangement or understanding to sell, any Shares (collectively, “Transfer”) other than to its Affiliates, provided that as a condition to such Transfer, such Affiliate shall execute an agreement that is identical to this Agreement (except to reflect the change of such Stockholder).

(c) Irrevocable Proxy. In furtherance of each Stockholder’s agreement in Section 2(a) above and subject to Section 2(f) and the last two sentences of this Section 2(c), each Stockholder hereby irrevocably (until the Termination Date) appoints Parent or Parent’s designee as such Stockholder’s agent, attorney and proxy, to vote (or cause to be voted) such Stockholder’s Shares in accordance with Section 2(a) hereof. This proxy is irrevocable (pursuant to Section 212(e) of the DGCL) until the Termination Date and coupled with an interest and is granted in consideration of the Company, Parent and Merger Sub entering into the Merger Agreement. In the event that such Stockholder fails for any reason to vote its Shares in accordance with the requirements of Section 2(a) hereof, then the proxyholder shall have the right to vote such Stockholder’s Shares in accordance with the provisions of the first sentence of this Section 2(c). The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of the Shares and a vote by such Stockholder of its Shares.

(d) Revocation of Prior Proxies. Each Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder prior to the execution hereof with respect to any Shares inconsistent with the terms of this Section 2.

(e) No Inconsistent Agreements. Each Stockholder, severally but not jointly, hereby covenants and agrees that, except for this Agreement, such Stockholder, directly or indirectly, (i) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Shares owned beneficially or of record by such Stockholder, (ii) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Shares owned beneficially or of record by such Stockholder and (iii) has not entered into any agreement or knowingly taken any action (and shall not enter into any agreement or knowingly take any action ) that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing such Stockholder from performing any of its material obligations under this Agreement.

(f) Except as set forth in Section 2(a), no Stockholder shall be restricted from voting in favor of, against or abstaining with respect to any matter presented to the stockholders of the Company. In addition, nothing in this Agreement shall give Parent or Parent’s designee the right to vote any Shares at any meeting of the stockholders of the Company other than as provided in Section 2(c).

Section 3. Representations, Warranties and Covenants of the Stockholders. Each Stockholder, severally but not jointly, represents and warrants to Parent as follows: (i) such Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) this Agreement has been duly executed and delivered by such Stockholder and the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the

transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of such Stockholder enforceable against such Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditors, rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement by such Stockholder does not conflict with or violate any law or agreement binding upon it, nor require any consent, notification, regulatory filing or approval and (v) except for restrictions in favor of Parent pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, each Stockholder owns, beneficially, all of its Shares, as applicable, free and clear of any proxy, voting restriction, adverse claim or other lien and has voting power and power of disposition with respect to all of its Shares, with no restrictions on such Stockholder’s rights of voting or disposition pertaining thereto and no Person other than such Stockholder has any right to direct or approve the voting or disposition of any of its Shares, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of such Stockholder to perform its obligations hereunder. Notwithstanding anything contained to the contrary in this Agreement, in the event a Stockholder (or any Representative of a Stockholder) is a director or officer of the Company, nothing in this Agreement is intended or shall be construed to require such Stockholder (or Representative), solely in his or her capacity as a director or officer of the Company, to act or fail to act in any manner inconsistent with (i) his or her fiduciary duties in such capacity and (ii) the Merger Agreement. Furthermore, no Stockholder (or any Representative of a Stockholder) who is or becomes (during the term hereof) a director or officer of the Company makes any agreement or understanding herein solely in his or her capacity as a director or officer, and nothing herein will limit or affect, or give rise to any liability of any Stockholder (or Representative) solely in such Person’s capacity as a director or officer of the Company.

Section 4. Effectiveness and Termination. It is a condition precedent to the effectiveness of this Agreement that the Merger Agreement shall have been fully executed and delivered and be in full force and effect, and this Agreement shall become effective at such time. This Agreement shall automatically terminate and be of no further force or effect upon (i) the mutual written consent of the Parent and the Stockholders, (ii) any material amendment, supplement or modification to the Merger Agreement solely with respect to a decrease in the Merger Consideration or a change in the form of the consideration payable to stockholders or (iii) the termination of the Merger Agreement in accordance with its terms or upon the consummation of the Merger (other than with respect to this Section 4 and Section 5, which shall survive any termination of this Agreement) (with respect to each of (i), (ii) and (iii), as applicable, the “Termination Date”).

Section 5. Miscellaneous.

(a) Waiver of Appraisal Rights. Each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that it may have (if any) under applicable law.

(b) Expenses. Each party shall bear its own expenses incurred in connection with this Agreement and the transactions contemplated hereby.

(c) Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally, (ii) on the third business day after being mailed by certified mail, return receipt requested, (iii) the next business day after delivery to a recognized overnight courier, or (iv) upon transmission and confirmation of receipt by a facsimile operator if sent by facsimile (and shall also be transmitted by facsimile to the Persons receiving copies thereof), to the parties at the following addresses or facsimile numbers (or to such other address and facsimile number as a party may have specified by notice given to the other party pursuant to this provision):

If to Parent, to

Viking Holdings LLC
c/o Providence Equity Partners
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
Facsimile: (401) 751-1790
Attention: Peter O. Wilde

and

Viking Holdings LLC
c/o Providence Equity Partners
9 West 57th Street, Suite 4700
New York, New York 10019
Facsimile: (212) 644-1200
Attention: Jesse M. Du Bey

with a copy to (which shall not constitute notice):

Weil, Gotshal & Manges, LLP
50 Kennedy Plaza, 11th Floor
Facsimile: (401) 278-4701
Attention: David K. Duffell, Esq.

and

Weil, Gotshal & Manges, LLP
767 Fifth Avenue, 31st Floor
New York, New York 10153

Facsimile: (212) 310-8007
Attention: Michael E. Weisser, Esq.

If to the Stockholders, to

Generation Capital Partners
One Greenwich Office Park
Greenwich, CT 06831

with a copy to (which shall not constitute notice):

Oppenheimer Wolff & Donnelly LLP
Plaza VII, Suite 3300
45 South Seventh Strret
Minneapolis, MN 55402
Facsimile: (612) 607-7100
Attention: Bruce Machmeier, Esq. and William McDonald, Esq.

and

Gibson, Dunn & Crutcher LLP
200 Park Ave
New York, NY 10166
Facsimile: (212) 351-5222
Attention: Sean Griffiths

(d) Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by Parent and each Stockholder.

(e) Successors and Assigns. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Parent may, without the consent of the Stockholders, assign any of its rights and delegate any of its obligations under this Agreement to any Affiliate of Parent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation any corporate successor by merger or otherwise. Notwithstanding any Transfer of Shares consistent with this Agreement, the transferor shall remain liable for the performance of all obligations of transferee under this Agreement. For the avoidance of doubt, each of the parties hereto hereby acknowledges and agrees that as of the effective time of the Affiliate Transfer, the Prior Stockholders (i) do not own any Company Common Stock, and (ii) are not subject to the obligations and restrictions applicable to the Stockholders pursuant to this Agreement other than as set forth in the preceding sentence.

(f) No Third Party Beneficiaries. Nothing expressed or referred to in this Agreement will be construed to give any Person, other than the parties to this Agreement, any legal or equitable right, remedy or claim under or with respect to this

Agreement or any provision of this Agreement except as such rights as may inure to a successor or permitted assignee under Section 5(e).

(g) No Partnership, Agency, or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.

(h) Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter other than the Merger Agreement and any other agreement, document or instrument expressly referenced therein.

(i) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provisions of this Agreement.

(j) Specific Performance; Remedies Cumulative. The parties hereto acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party, in addition to any other rights and remedies which the parties may have hereunder or at law or in equity, may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunction or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, powers or remedies by such party.

(k) No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(l) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.

(m) Jurisdiction. Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court of the United States located in the State of Delaware with respect to any claim or cause of action arising out of this Agreement or the transactions contemplated hereby (and agrees that no such action, suit or proceeding relating to this Agreement or any transaction contemplated hereby shall be brought by him or it except in such courts). Each of the parties hereto, irrevocably and unconditionally,

waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any state or federal court of the United States located in the State of Delaware , or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each Stockholder also agrees that any final and unappealable judgment against such party in connection with any such action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.

(n) Waiver of Jury Trial. Each Stockholder hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each Stockholder (i) certifies that no representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of any such litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Agreement by, among other things, the consideration received by such Stockholder in respect of its Shares pursuant to the transactions contemplated by the Merger Agreement.

(o) Drafting and Representation. The parties have participated jointly in the negotiation and drafting of this Agreement. No provision of this Agreement will be interpreted for or against any party because that party or its legal representative drafted the provision.

(p) Name, Captions, Gender. Section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter forms.

(q) Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.


	PARENT VIKING HOLDINGS LLC
	By:
	Name:		Jesse DuBey
	Title:		Principal

(A&R VOTING AND PROXY AGREEMENT SIGNATURE PAGE — VIKING HOLDINGS LLC)


		THE PRIOR STOCKHOLDERS

		GENERATION CAPITAL PARTNERS VRC LP

		By:

		Managing Member of its General Partner,
		Generation Partners VRC LLC

		GENERATION CAPITAL PARTNERS II LP

		By:

		Managing Member of its General Partner,
		Generation Partners II LLC

		THE STOCKHOLDERS

		GENERATION MEMBERS’ FUND II LP

		By:

		Managing Member of its General Partner,
		Generation Partners II LLC

		GCP VRC LTD.

		By:

		Name:
		Title:		Director

		GCP II VRC LTD.

		By:
		Name:
		Title:		Director

(A&R VOTING AND PROXY AGREEMENT SIGNATURE PAGE — THE STOCKHOLDERS)

Schedule I

The Stockholders


Name of Stockholder	Number of Shares Owned
GCP VRC Ltd.		1,156,914
Generation Members’ Fund II LP		265,100
GCP II VRC Ltd.		2,708,686

GRAPHIC 4 y84941y8494101.gif GRAPHIC begin 644 y84941y8494101.gif M1TE&.#EABGHR%@JJEH4(Z.IN5D51,2_7T\EM44K*MJH>` M?7QU/AW7-L:L*^NSPT--31S='.RN;EX=W;V+JUL;6PKH1]>LS) MQO;V],3`O?CX]_KZ^9>1C:&VVAA7M;4T&1<6DE!06QE8GYX=$U&1,K' MQ<[+R(Z'A+^[N&!95Z2>FF):6.SKZ>7CX/3S\6EB8&9?7/CW]O+Q[_'P[LC$ MOV]G9/#O[7!I9?'P[=K8T_+R[VMD85=03L"[MJ6?G._NZRTF)U]85;>SL**> MG$Q$0U%)2$]'1OW]_?S\_/S\^_O[^OW]_/O[^_[^_?W^_?W^_OKZ^OS]_/?W M]OOZ^OS]_?O\^_S[^_W\_/K[^COJYT<_/Y>2D./BX**KHY.?FY?7U\_[]_?KY^-[(B8)]C(Q^68U]BI.4E9:7F)1]7WY?6UM< M+)]H67^2F:BIJIA^?GU9CUE;@G<4>B0J-$%",#0P!46SJ\/$Q:V>65Q*$@,/ M5V[0$4<8(Q@U!!%37J?%W=Z%?:VM?6!9+!PE#0,N#RHR,B$7%ALZ+T@`2FT0 M;Q$.W-\`B;7*XJ6+*RXE`I!PL@:&``\_&"7BM`'$DH`8!6K1TH$,@!-S#!`0 M\.0%"A9DML!*1`["FA098Z9ZA&0`!CX$"B0`P*&#EBQ?P&CY\J_0ERQ0UOR0 MR?20Q#!>O-PQROT<((!9CA,4!"A`(`[+'2A!7L"=<`$#0108=]][3URP!MN M\%$!!P*"80HJ$@TB3A8_.#&#"%PP6$P6AGD``A0'A!%&<)5DN)8KIWC2`0`C MK-&"8R*J$DX8'52PAPH2:$"@)?8U\E@C6GB!0O\"3LS1@$]#YOCB=7Z`T84) M4W@0A1<#(H)7)(Y4V0@'!QS``1,XQ-"!!@/,\(`#8GBQA869C!/.=8BH)DYJ M[+EGW8)K@4$$"03@,.!UY*CTDT%]S`C`$E0DX($+`IS`)`)5Y&``"%.$H,,! M7=8Y#J"5D)B%&@-J`$`4`%1`Q04))$#%"H\0"`8:&U@Q0'V*W#;&%QT,H8$& M3_1@@Q12K+$&`1B$X`8($1`@&@A";##!`VM`,48:F>#%Q9Z7^,&1!D.D\(`5 M:X"@[AH1*)LN#U&404@876S0PPLL)"?(5Y+=\8,1"C2QPQ0T[(#%`@FT(,(" M:R#`QPDMX,"#2"14($;_%G4\\$8'84@R4)X$97%`.B&L$*J7C(11'P49"("` M$&X0@(5Y)(B0P%&&!BT(P@).$(76 M%*T5(5B##?BP@/,%@``I(&L(!@`(80`49J`,+RJ#$5VQA"3L0@@5\P`4KMO`,7NQ`'R71!PY\P`T. MV$(,%.`&$E"`!69X7(?<8`"'.0$!SU%`#$QPARUX`?^&:8F%%W2F`A5\H`W) M2%(Y_("$`,B@!A-P#.W^P0@M&$1?=F@"%B8P`!D@(`%$>$PI"/&8%B@``PI0 MP`AJ4(47W.$//T&C6O:BA0-0P0!'@$`;.+"A+)P!#"90P0QR4$`8H0PZ3Q_(,`$Z(&`!.,C,&`+E!3%-D(#V:@`B`,R`\K$D<7?#`'$.0`"&F(TB6$ M&8MCZ,6%3T84SH&`#5^`#!(;P MF(MNM2F/`(,2WJ"""PPA0*ZHDAK(L`(,&,`#$@@0G=[*F;TA@08<(#W/"&%9P!+*2Z;$9:T0$' MY*`&)C##2OQ@AC%P``9!(,!("$,Y5B GRAPHIC 5 y84941y8494102.gif GRAPHIC begin 644 y84941y8494102.gif M1TE&.#EA6`!#`.8``(-X>>;CXZ66FF9:7-SBG=34T9*+B_S\_/;V]5)'2+:LL(N%A,S,R>_M[:JDH?'R\#GEY:B=GY63D+Z]NOK]_PL/3Q\]?6U)>.CLW0R]C/TWEP<)Z9FO7S]/S^_KRQMOKW^//U M]:^LJ)*)A^+AX.SKZE`_2OIZ/GZ M^OOY^V9@8/+S\5=*3J*+D?[^_O[___[^___^_OO[_/[]_OW^_OCX]_GY^?W] M_?[]_?'Q[_S[_/3U\_O\_-W8V?#J[>_V\]C8V]C9UO[^_6UG:')I9YF`A:NQ MJ_CY^)Z&BO;W]IF6E^;GY5A.3_S[^Z*@GJ:DJ.?GZ>/=W____R'Y!``````` M+`````!8`$,```?_@'^"@X2%AH=;.PH)&EN'CY"1DI.4DR<6-0M2!)6=GI^@ M?THO"Q4:+$&AJJNJ8PP`&G\5.2JLMK>191(W/((D67"XPL)KTCW0P0%6$ M7S<"8/4`"\U0X:80APT_`BK#BJ6)82+ES&X5!L0JA*5#DI_J+,3! M^8Z"BH\DD0ZK$$&!(0@P]DCM%@.%G4);6BSXL!5:FA0AN!03U$7&A#M1_\OB MXC%`9MP&5WS(?38!0-P_:0YTH+-7&)8K&`@5\Y&A16%A"0[@*70A0PA]CVV1 M65"##*$P&'(4S&SK0P8*E.'`P4QZE8X,39JBX-":%9T\-0I5`'*%!*@'?Q^K M87&4D(0\5CNY**``@0&FI'4,8/WGRP$@$"!U$;1%3(L$#&HP&#`@N[#M?QR% M@6#F@ADS:#Q3&@,@-R$,&7`$+Q2F08T.1\R@00`H+`"=*EY4],<#)%000`P> M,``##.*=)`8E`60QE"`0#("$>8]T<8$'$QSA!E,\L-"#*@P)`D8136A`!`(B MK)""!7L<$<,,&&``@P>4%)!%!81$$<$(^XU#@/\*#A`PA4\NL""%?)_0\4$# M1R"@A1-//%&"`05@0<9:W$$`8B0<+#4(2POH<1%&2>TP($%"$@AQ01@^N&"%>F0,$&N?PAQ0`87!-?%#'D<05@D M#]2`@A1R:&&#`77(T>H&0`CJP1D*/:##2%LPP$(#AY`10P8)I%%)`P"`H+#" M3FCQ0A0MC*'2%CA$L,/_"!$`P!T76W#1A1TA+#!#KY-LT80++NSPCQ=[`M1` M#A@@D09SP!Q=-B!#%@<)'HL`"`*?'!!"4-C])`")<<>$7!&`@MO63!!$! MHFID=`"#$3V#/T4&CW+10`9ND`S^(10`S7```08DJ03-H\`*(@#SW(H"1K,H&]4/$0@```[ ` end GRAPHIC 6 y84941y8494103.gif GRAPHIC begin 644 y84941y8494103.gif M1TE&.#EA4``^`.8``,*WN:.9F&-46N3DXGEV<2,?'[.JJHJ$?:2BG,O%QFQ< M86IF8961BZVAH='3S;JZL[2TK'9R;=;2TM;*S$`U.')C:NSNZ\[,R\O-QL>^ MP5U65/S\_,3#O?7V])R9E$Q%1-C5U?K[^M[/A MWZVKI8A]@L7"PHZ!A)J6DN[M[/'P\-K;UK:TLX)Y?O7T\[Z[O'MPHR)@923D+2NK71N:^?IY=_BW)5]?Y"-A.KMZ-3-SX2"@O?Y]XR&B-;9 MT:BWK[(R*C/#P[7YJ:_?V]O/U]&)>7(!^>=[6VO[^_O[^__[____^ M_OW^_OO\^_[]_O[__OKY^OL(==0QE_9P(5L;JQ*UZ#"DJ[PJ5A.EF"9%"YP\R3 M7#(T@F$L1\W6D"05$H)7(P/7X(<9-=]_(`V,X>J"52I.@B,)Z_-[4$V"%23S MZWLL+N850NQ3-^X>%%<#PTE0<$*/C0L)PW70-L#&OXC7PJ@P0$-&.HS6:-00 M@`(DN!<*!)@$=\6+`#$KK<6H4$%(3&8O*E19(>#BS5A<&B@0P:4$BS1D)L'\ M>6B"@B-Z_F2@`""IIC%+)64=!W!$X-$GR8@;``"X M2:E!B1(-.Z)N2O.DA.Q"41X4:!&$C98!+0B8<'#ZSP8#-@0@"1"@@8$`.'`H M.8`$!X,4.SB(,/,G#%=#JQA\\#DI`046C80QPQ<,&/$``SEXX$`=]4FSP3@5 M;+&%`A74@$0+1R1``F>&V-?(&G+4,,$L(>]SAR'R%J?(``)&4X0$`.`R3&%/]?96BP`!]E.$*$"3RHX=:2 M@Z!AB`,4I!!%@#WHD`,,7V*9)8P$:-"$DH*`\(4'3?QH9H<64"#/(6&(L,`. M<-SW(&JXH/3@@@0"`#L_ ` end GRAPHIC 7 y84941y8494104.gif GRAPHIC begin 644 y84941y8494104.gif M1TE&.#EA0P`Z`.8``*&ML_#S\&Q>996)CM'2SOK]_:BEH9J5DNCJZ%1'2._O[?;X]JFKLZ8)T>F):6NWP[YR-D^_L[OOZ^][6UNKIYTP]0\K"QNSJZ7EL<.+B MW_+T\DI$0UI(4W5P;:NFJ/S]_9>2D-;8T]_@W?W[_44Y.^3>W?CY^,"]NG]Z M>QD5%_GZ^7UX=&M>7_[\_?G[^OKY^_;Y^/GX^O3S]>SMZ^CEY9>"B&=67,N\Q6%95^7HY6M27N+>XOO[_//W]?3S\=W#@(Z$B.SN[/'N\7=R%0X@EN2GI^2 M7%LM!PD%Y2=K"$80]KJVP9H M>%OI?YT42$#!QTW9`0*;!OG9`J:!@WL$75$"$T###T-<5*P1TR5B+V)@1!"P MTVE0OP\L[G3T^(J8B@0H6!$"PP1!GB!=(+(,!28$`20E"=T04F0GKRTE(J!( M!LN*$"E&7_E1@,#.(1@VE+R)VLJ/"00%=/XI(>2!6*Z/4$@8T4@!"0O^_]!& MZB$"00^=/92(\"+WDXP=1;;HA)"C1-"^C7K\2U'%P&%!%I(<$"P3\2%&7`CD M86)H"V,5C,Y:WB)XQX&%AYU(`/"G@N5'RE0T0(&12H,!CU\74O;#")Q"6TQ( M5LRM9#Q!?EH4"`!"$JMHNSKY89*A@3AU@O_XP?&C`!X-:`A02"')#X@=!"9M MF1`@P0$FHENM+W'CNP8`&3[T`'+!TYXU*02UQ0@((%1!9;8H!$9EAS#$"!,R M4/&%!!H4,0)GR!$720PS#$'(&QMT(`<87,1C2U"4C`,&""#8PB)I)K"!!P() MC-="/[R<0$86"L7`P`:*E5B!8.8YP<$/*11PA?\"`:C0@VM^W!5+``M(D(`" M(RR2W2L]V&#&2G^\H(46+Q#BA05RA($'`!0@H($&"TR(@`@`A!$`"A^$H$$2 M$A`0`&LP``%!%QQ@0$U1''!`P4LD$2- M"^P)@`)`(%&!-J3%Y\@$)&"0!2,!Z+`!#(>^((`+#)C1@0UL^5%9/UPX`40( M"Q0PP!X:XC/!##/4T0,4-NC!ART0F+'"!FJ>"'3EH380@SN,""%%0S8X(`&!0!A1[*Z';+" M#%C48,,,#D!@@2VJ>@21,H$*,H($5AB`11DLW]LR(CA0X(,`#/#PQ-&?@,&# M$0!X4`8,4'\2``9YZ+%!-EE'DH@11\R6S4)_4'(T4X>`D,(.9Z#0XCW9&?W: M85M\$$$#/^2\-B$#[-#`''R%+0D1).00AN&>^!'"$7TDQ/@C?@"!@1!`;#PY M+`I$D,,%%V_>R`!Y5!&`WX;[4445<8@.6P88].>Z(Q\<00!FP+GNAP$[]&'! >[)>IH($$=`!_"!$+L/!!;L;[$88")#82%^.!```[ ` end GRAPHIC 8 y84941y8494105.gif GRAPHIC begin 644 y84941y8494105.gif M1TE&.#EA.P!"`.8``,*XNZ"9E=;5TIV6DX>!?\3!O7UW=KVULJ.@FLO)Q5=- M3&M=9-W;V961C?S]_-++R85_>N#=W#0H+%M54JNHI&ME88N$@>'BWLG$P]G: MU9&.B,?&P7QLWMZO'R\*R< MHG1@::JCH8%[=OK[^D`S-DH[0+Z\MIN,D;6RL6)<6;BVK^7EX?G\^IJ.C'-B M8H!Q=DU"1/CS]&]I9NOIZ?3R\:ZNI_+U\;.BH_;X]HY]A+ZZN^[P[.;@XV-3 M5/GY^[JZ^C@X^;FY7=D;?[[_?OY^["JI^KK MZ'UK:V9A7?GY]_GZ^?KV^%]95HZ+@_[^_O[___W^_O[^___^_OW]_?O\^Y!_ M?_[^_6I665]16/W\_(^!AOGY^>CBY45`/N+DX/KZ^.?HY9"'B_?Z^,S-QO7T M]/7V\X!O;O#R[MW.T,_2R[JKLO+O[WAH9X5T>Y&*C(EW=____R'Y!``````` M+``````[`$(```?_@'^"@X2%AH0L)CUEAXV.CY"-60(4`2$'8I&:FY%B0P8Q M520Y#)RFIX,,!B69/1(#J+&:57T88X)=1C)=LKV&8&HQ%FJ$(RYHOLF"7@(0 MI80V"LK*8P$4#H5D1M/)&RL>AGXWW+TL&B_8A7MDY+(F'32\A&@*0.VH8EPQ MASHM#_>GWE2X<.B.BQX`.77Q88'%(2!+PB3<=*)#@D,LC-B8N$G`#CJ'JN38 MP#'2F`$-Y!62TP)0B!A72%,BAX M!H9HH2\K5-!$(,.A4T,>#&0X]..#AJN'Y!"(HW.+'+"&$#1(8JA+@PY$_]`2 MZK*B`$Y!=JY0^")WT(\M6PV]4!"X[Y\V6WX8RF+A`Q:?AF=`N.NES00?7>Z" M#?"UD`,?$SR`:=HW28<7ADQ4"."@"V2Y0:[@*22F@`(:A@<1`3Q7A(T.R'+_ MH3&A2J$22Z@(%\1`0=Q!)E;@0*@,2P_2J&@X']2EP(>+G,!`[B)"P($``6Q8 MD',+E8D:`9)$&S,]$<7)6R!`2,* MF5!"`S=8@`$Q@A#702:G=+$#`9F`T(0*:!AXB!H1J#""'S9$<)<8*OC311A= M@$!!$)H4D(,`4N3!Q!.%2&3(%R84$,(>=1Q`8/\C>A"@0`D%J##`!286,H8! M<*R1`@K!_2'&'&JHE$4$+ZA@P`XA)"!"E8*(<(`*!0A@U290<+!$%%H($H8: M/*2!Q!]A@/``&6;4<8,-N*G$5R.\R//:)B1(`(,62!P@Q`)1I``#"GY8<0,9 M!^@!Z%4#,!$%!ZCBD,8`,#31!`04/)"%7!=\@(,0*)"`1`1Z(%-B#4DH\<47 M71!+U!A4G,$!`%IP:$@2K1%K[$M=4)%#!24L=X@3"DR0`9L387>($E9($`.$ MVN+2Q082K("C(&"`ZY0'5[B`6[J$C&&!!`<,A:\7!T@PPH($XQM!#DNL@Q :&S/LH,$)1@MRP15 GRAPHIC 9 y84941y8494106.gif GRAPHIC begin 644 y84941y8494106.gif M1TE&.#EA5P!'`.8``+6JKHV$@]/)S[NSL_S\_(5]>ZRCI)Z6E*J;HF186Z.= MG+:RK=[:VIJ,D)2,BHY]A,G"PN#9SJZ?;V]>KE MYJ>AG7-J:I&)A=[5VM;0T96!BGMI=.OFZ8J"?L*^N9B1CL7"O?WZ_,W)Q=7- MT.?@XU1(2_/P\;.EJM//R[JLM<&UNNWLZO#N[>;DXL6YOUI+4?;S]/[]_O3S M\8%Z=OOZ^J*2E_CU]]G6TKJXLC@L+OSX^^GHY9B)CG5C:_7T\L_*RH)W?.+? MW7=M;.7=X?GW^>OIZMC4U6UE9%Y25-K2UGIQ;_'O\*RHHL"\ML[%R8=O>3TS M,Z&:E^[L[/[\_?CX][^[NOCX]OKX^<._O=C3T?W^_N3@X6A@78!P=DU`0=O9 MU8MW?_[^_O_^_O[___[^__S\^_KZ^?W]_=O7V*.0G/?W]NCEY?OY^OGY^:VF MJ,?"PX=W?7%H:/O[^W!G9/[^_>?BY+.NJ9:&CEE24+VWM____R'Y!``````` M+`````!7`$<```?_@'^"@X2%AH47)0=''`=D>8>1DI.4E9:'=PH<45$G/"(% M1)>CI*647VAL#`4!0&EI@A<%?6NFMK>C7V\G$@HWAFU5+;C$Q8=[>'MJAF<[ M"1+&T<1F77@]:FR'9P=CVM?D380/AG@[)5F>Q(RDV=M/E[M^)$Q M85K9DQ=C(.0;2&A$F"&5;HQ10)`@`1Q1S,P[PT7%G(8#+X215RD'#0`8\9DA ML@&#)2YC!H1L]Z[`&TLW?`A<"8Z``1$$+,&HPH,FN$P*)$Z$4V6%SV]K2"RX MY$&%T*/&UCB08NF,@0)0I:WA,,+2G0+#LAK;(F*/SH-BC:DA8>6II`A,_VRD M-1;ER9U*"SC,-<8C#!E*-QS,W'O+#(8"5G)*^H20,"XT"_I!:FMM20(Z0R%(H20#%EFQD&,`G2`4+8/T54Q-AA!48N'@DZ%*HQ9%+:HSH M`!&$188I8D(08P-$D8@``0J0B(&+6@(PA!3AAR5#6+%!`P+L<`8**KQ@2FXR M:,`!!SC@<,`!7A2'"P$+V"'?'Q>H`-XD9DCQ!%@FG'$&$B!\8()B6H$E(###`G'`7C@BDNBAA1A0-`! M`A-07KDD;`S0Q`@AZ%`!%EA\3N(?&$B10`ML:&```4NJ'@D:9M00Q`8H$!!Q ML[9/P@4?34QA`PIB=!#\)%FP,.T=(=11P_1]L+*"" MCA?05E#'B]XOWT,?79A@P@L-?/@](6H,@,-H;+SP`&KS5[DD`Q+P@!ER(*V> M]4\0*MI!$8CPA>M5P0^Y.>"59D"!&L!``SWXQ0$)T0$0.*$-.%B`CC98`SZX M00`%Z,%+-D@()X#``A8@0A94P\(W\.$#"!``&]C@L^6=@`(NF,`?(LA"05S! *"+FZ$A%9&`@`.S\_ ` end -----END PRIVACY-ENHANCED MESSAGE-----

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents