{"id":43588,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-peter-kiewit-sons-inc-kiewit.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-peter-kiewit-sons-inc-kiewit","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/separation-agreement-peter-kiewit-sons-inc-kiewit.html","title":{"rendered":"Separation Agreement &#8211; Peter Kiewit Sons&#8217; Inc., Kiewit Diversified Group Inc., PKS Holdings Inc., and Kiewit Construction Group Inc."},"content":{"rendered":"<pre>\n                          SEPARATION AGREEMENT\n\nThis Separation Agreement (this 'Agreement') is entered into as\nof December 8, 1997 by and among Peter Kiewit Sons', Inc., a\nDelaware corporation ('PKS'), Kiewit Diversified Group Inc., a\nDelaware corporation ('KDG'), PKS Holdings, Inc., a Delaware\ncorporation ('PKS Holdings'), and Kiewit Construction Group Inc.,\na Delaware corporation ('KCG', and together with PKS, KDG, and\nPKS Holdings, collectively the 'Parties' or individually a\n'Party').\n\n                                 Recitals\n\nThe Board of Directors of PKS has approved, by a unanimous vote\nof the Board, a series of transactions intended to separate the\nconstruction businesses of PKS and the diversified businesses of\nPKS into two separate and independent companies, and the\nstockholders of PKS have ratified the action of the PKS Board.\nPKS, KDG (the subsidiary of PKS that holds, directly or\nindirectly, all of the diversified businesses of PKS), KCG (the\nsubsidiary of PKS that holds, directly or indirectly, all of the\nconstruction businesses of PKS) and PKS Holdings (a subsidiary of\nPKS formed to acquire from PKS all of the capital stock of KCG in\nconnection with the separation) want to provide for the principal\ncorporate transactions necessary to consummate the separation,\nthe relationships among the Parties after the separation, the\nallocation of risks and responsibilities among the Parties after\nthe separation and certain other matters.\n\nThe Parties hereby agree as follows:\n\n                                 Agreement\n\n                                 ARTICLE I\n                                DEFINITIONS\n\n     1.01     General.  Terms used but not elsewhere defined in\nthis Agreement have the following meanings:\n\n     Affiliate:  with respect to any Person, a Person that\ndirectly, or indirectly through one or more intermediaries,\ncontrols, is controlled by, or is under common control with, such\nspecified Person; provided, however, that for purposes of this\nAgreement, no member of either Group will be deemed to be an\nAffiliate of any member of the other Group.\n\n     Asset:  any and all assets and properties, whether real,\npersonal or mixed, tangible or intangible, wherever located, and\nwhether or not recorded or reflected or required to be recorded\non the books and records or financial statements of any Person,\nincluding, without limitation, the following:  (i) cash, cash\nequivalents, bank accounts, lock boxes and other deposit\narrangements, notes, deposits, letters of credit, performance and\nsurety bonds, trade accounts and other accounts and notes\nreceivable (whether current or non-current); (ii) certificates of\ndeposit, banker's acceptances, stock, debentures, evidences of\nindebtedness, certificates of interest or participation in profit-\nsharing agreements, collateral-trust certificates,\npreorganization certificates or subscriptions, capital\ncontributions, joint venture and partnership interests,\ntransferable shares, investment contracts, voting-trust\ncertificates, fractional undivided interests in oil, gas or other\nmineral rights, puts, calls, straddles, options and other\nsecurities or equity interests of any kind or in any Person;\n(iii) trade secrets, confidential information, registered and\nunregistered trademarks, service marks, service names, trade\nstyles and trade names and associated goodwill; statutory, common\nlaw and registered copyrights; domestic and foreign patents,\napplications for any of the foregoing, rights to use the\nforegoing and other rights in, to and under the foregoing; (iv)\nrights under leases, contracts, licenses, permits, distribution\narrangements, sales and purchase agreements, other agreements and\nbusiness arrangements; (v) real estate, all interests in real\nestate of whatever nature and buildings and other improvements\nthereon; (vi) leasehold improvements, fixtures, trade fixtures,\nmachinery, equipment (including transportation and office\nequipment), tools, dies and furniture; (vii) office supplies,\nproduction supplies, spare parts, other miscellaneous supplies\nand other tangible property of any kind; (viii) raw materials,\nwork-in-process, finished goods, consigned goods and other\ninventories; (ix) prepayments or prepaid expenses; (x) claims,\ncauses of action, choses in action, rights of recovery and rights\nof set-off of any kind; (xi) the right to receive mail, payments\non accounts receivable and other communications; (xii) lists of\nadvertisers, records pertaining to advertisers and accounts,\npersonnel records, lists and records pertaining to suppliers and\nagents, and books, ledgers, files and business records of every\nkind, whether in paper, microfilm, microfiche, computer tape or\ndisk, magnetic tape or any other form; (xiii) advertising\nmaterials and other printed or written materials; (xiv) goodwill\nas a going concern and other intangible properties; (xv) employee\ncontracts, including any rights thereunder to restrict an\nemployee from competing in certain respects; (xvi) licenses and\nauthorizations issued by any governmental authority; (xvii) all\napparatus, computers and other electronic data processing\nequipment, fixtures, machinery, equipment, furniture, office\nequipment, automobiles, trucks, aircraft, rolling stock, vessels,\nmotor vehicles and other transportation equipment, special and\ngeneral tools, test devices, prototypes and models and other\ntangible personal property; (xviii) all written technical\ninformation, data, specifications, research and development\ninformation, engineering drawings, operating and maintenance\nmanuals, and materials and analyses prepared by consultants and\nother third parties; (xix) all computer applications, programs\nand other software, including operating software, network\nsoftware, firmware, middleware, design software, design tools,\nsystems documentation and instructions (excluding, for purposes\nof the definition of Construction Assets, any property of PKSIS);\n(xx) all cost information, sales and pricing data, customer\nprospect lists, supplier records, customer lists, customer and\nvendor data, correspondence and lists, product literature,\nartwork, design, development and manufacturing files, vendor and\ncustomer drawings, (xxi) formulations and specifications, quality\nrecords and reports and other books, records, studies, surveys,\nreports, plans and documents; and (xxii) except as otherwise\nexpressly provided herein, all rights under insurance policies\nand all rights in the nature of insurance, indemnification or\ncontribution.\n\n     Certificate Amendments:  the Initial Certificate Amendment\nand the Post-Transaction Certificate Amendment.\n\n     Class C Stock:  the Class C Construction &amp; Mining Group\nRestricted Redeemable Convertible Exchangeable Common Stock of\nPKS, par value $.0625 per share.\n\n     Class D Stock: the Class D Diversified Group Convertible\nExchangeable Common Stock of PKS, par value $.0625 per share.\n\n     Class R Stock:  the Class R Convertible Common Stock of PKS,\npar value $.01 per share, proposed to be authorized pursuant to\nthe Initial Certificate Amendment and issued pursuant to the\nClass R Distribution.\n\n     Class R Distribution:  the distribution, as a dividend, by\nPKS of the Class R Stock pursuant to Section 3.06.\n\n     Class R Distribution Record Date:  January 2, 1998, or such\nother date occurring after the Debenture Conversion Date but\nbefore the Excess Purchase Date, which is selected by the PKS\nBoard as the record date for determining holders of record of\nClass C Stock entitled to receive the Class R Distribution.\n\n     Code:  the Internal Revenue Code of 1986, as amended, or any\nsuccessor legislation, together with the rules and regulations\npromulgated thereunder.\n\n     Construction Assets:  all of the Assets utilized immediately\nprior to the Exchange Date by any member of the Construction\nGroup in connection with the Construction Business.\n\n     Construction Business:  all of the businesses and operations\nconducted at, or at any time before, the Exchange Date by PKS or\nany Subsidiary of PKS, the principal focus of which are or were\nconstruction or construction management activities.'\n\n     Construction Group:  PKS Holdings, KCG and the Subsidiaries\nof KCG as of the Exchange Date.\n\n     Construction Indemnitees:  any member of the Construction\nGroup, any Construction Individual and any Affiliate of any\nmember of the Construction Group.\n\n     Construction Individual:  any individual who at any time\nprior to the Exchange Date was a director, officer or employee of\nany member of the Construction Group, but solely to the extent\nthat any Loss incurred by such Person is incurred in that\ncapacity.\n\n     Construction Liabilities:  all of the Liabilities arising\nout of or resulting from the Construction Business, and any\nLiability which any member of the Construction Group is obligated\nto assume pursuant to Section 5.02.\n\n     Construction Securities Transactions:  the offer to sell or\nthe sale of Class C Stock, PKS Holdings Stock or debentures\nconvertible into Class C Stock or PKS Holdings Stock.\n\n     Diversified Assets:  all of the Assets utilized immediately\nprior to the Exchange Date by any member of the Diversified Group\nin connection with the Diversified Business.\n\n     Diversified Business:  all of the businesses and operations\nconducted at, or at any time before, the Exchange Date, by PKS,\nother than the Construction Business.\n\n     Diversified Group:  PKS, KDG and all of the Subsidiaries of\nKDG as of the Exchange Date.\n\n     Diversified Indemnitees:  any member of the Diversified\nGroup, any Diversified Individual and any Affiliate of any member\nof the Diversified Group.\n\n     Diversified Individual:  any individual who at any time\nprior to the Exchange Date was a director, officer or employee of\nany member of the Diversified Group, but solely to the extent\nthat any Loss incurred by such Person is incurred in that\ncapacity.\n\n     Diversified Liabilities:  all of the Liabilities arising out\nof or resulting from the Diversified Business, and any Liability\nwhich any member of the Diversified Group is obligated to assume\npursuant to Section 5.02.\n\n     Diversified Securities Transaction:  the offer to sell or\nthe sale of Class D Stock, Class R Stock or debentures\nconvertible into Class D Stock, including the issuance of any\nstock option convertible into Class D Stock.\n\n     Dividend Condition:  with respect to the distribution in\nconnection with the Class R Distribution and the distribution in\nconnection with the Share Exchange, a determination by the PKS\nBoard that such distribution by PKS will (a) comply with the PKS\nCertificate, as then amended and\/or restated, (b) will be made\nout of surplus, within the meaning of Section 170 of the Delaware\nGeneral Corporation Law and (c) will not result in the insolvency\nof PKS under applicable fraudulent conveyance or fraudulent\ntransfer statutes.\n\n     Exchange Act:  the Securities Exchange Act of 1934, together\nwith the rules and regulations promulgated thereunder.\n\n     Exchange Date:  the date on which the Share Exchange is\nmade, which will be a date determined by the PKS Board that\noccurs after satisfaction of all of the conditions set forth in\nSection 2.08.\n\n     Exchange Record Date:  the date selected by the PKS Board\nfor determining holders of record of Class C Stock entitled to\nreceive PKS Holdings Stock in the Share Exchange.\n\n     Group:  either of the Construction Group or the Diversified\nGroup.\n\n     Indemnifying Party:  a Person who or which is obligated\nunder Article IV to provide indemnification.\n\n     Indemnitee:  a Person entitled to indemnification under\nArticle IV.\n\n     Indemnity Payment:  an amount that an Indemnifying Party is\nrequired to pay to an Indemnitee pursuant to Article IV.\n\n     Information:  all information whether or not patentable or\ncopyrightable, in written, oral, electronic or other tangible or\nintangible forms, stored in any medium, including studies,\nreports, records, books, contracts, instruments, surveys,\ndiscoveries, ideas, concepts, know-how, techniques, designs,\nspecifications, drawings, blueprints, diagrams, models,\nprototypes, samples, flow charts, disks, diskettes, tapes,\ncomputer programs or other software, marketing plans, customer\nnames, communications by or to attorneys (including attorney-\nclient privileged communications), memos and other materials\nprepared by attorneys or under their direction (including\nattorney work product), computer data and other technical,\nfinancial, employee or business information.\n\n     Initial PKS Certificate Amendment:  an amendment to the PKS\nCertificate in the form of Appendix E-I to the Joint\nProspectus\/Proxy Statement.\n\n     Joint Prospectus\/Proxy Statement:  the joint\nprospectus\/proxy statement included in the Registration Statement\nand mailed to the holders of Class C Stock and Class D Stock in\nconnection with the Transaction.\n\n     Liabilities:  all debts, liabilities and obligations,\nwhether absolute or contingent, matured or unmatured, liquidated\nor unliquidated, accrued or unaccrued, known or unknown, whenever\nor however arising, and whether or not the same would properly be\nreflected on a balance sheet, including all related costs and\nexpenses.\n\n     Losses:  all losses, Liabilities, damages, actions, claims,\nsuits, demands, proceedings, inquiries, investigations, judgments\nor settlements of any nature or kind, known or unknown, fixed,\naccrued, absolute or contingent, liquidated or unliquidated,\nincluding all related costs and expenses (legal, accounting or\notherwise as such costs are incurred) suffered by an Indemnitee.\n\n     PKS Board:  the board of directors of PKS (or the executive\ncommittee of the board of directors of PKS, if the executive\ncommittee of the board of directors of PKS has the authority to\ntake the action required under this Agreement).\n\n     PKS Certificate:  the Restated Certificate of Incorporation\nof PKS, as in effect on the date of this Agreement.\n\n     PKS Holdings Certificate Amendment:  an amendment to and\nrestatement of the Certificate of Incorporation of PKS Holdings\nin the form of Appendix D to the Joint Prospectus\/Proxy\nStatement.\n\n     PKS Holdings Stock:  the common stock of PKS Holdings, $.01\npar value.\n\n     PKS Stockholders:  the holders of Class C Stock, the holders\nof Class D Stock and, if applicable, the holders of Class R\nStock, taken together.\n\n     PKSIS:  PKS Information Services, Inc., a Delaware\ncorporation, and a Subsidiary of KDG.\n\n     Person:  an individual, a partnership, a limited\npartnership, a joint venture, a limited liability company, a\ncorporation, a trust, an unincorporated organization, any other\nentity or a government or any department or agency thereof.\n\n     Post-Transaction PKS Certificate Amendment:  an amendment to\nand restatement of the PKS Certificate, as amended by the Initial\nCertificate Amendment, in the form of Appendix E-II to the Joint\nProspectus\/Proxy Statement.\n\n     Registration Statement:  the registration statement filed by\nPKS and PKS Holdings on Form S-4 (Registration No. 333-34627)\npursuant to the Securities Act, as amended from time to time.\n\n     Representative: with respect to any Person, any of such\nPerson's affiliates, directors, officers, employees, agents,\nconsultants, advisors, accountants, attorneys and\nrepresentatives.\n\n     SEC:  the Securities and Exchange Commission.\n\n     Secretary of State:  the Secretary of State of the State of\nDelaware.\n\n     Securities Act:  the Securities Act of 1933, as amended,\ntogether with the rules and regulations promulgated thereunder.\n\n     Service:  the United States Internal Revenue Service.\n\n     Separation Transactions:  the transactions described in\nSection 3.01 through 3.08 of this Agreement.\n\n     Share Exchange:  the exchange of PKS Holdings Stock for\nClass C Stock in accordance with the Exchange Provision (as\ndefined in Section 3.09).\n\n     Special Meeting:  the special meeting of stockholders of PKS\nheld on December 8, 1997 to consider the matters described in\nSection 2.02.\n\n     Stock Option Plan Amendment:  an amendment to and\nrestatement of the 1995 Class D Stock Plan of PKS in the form\napproved by the PKS Board on October 22, 1997, as amended by the\nExecutive Committee of the PKS Board on November 10, 1997.\n\n     Subsidiary:  with respect to any specified Person, any\ncorporation or other legal entity of which such Person or any of\nits Subsidiaries controls or owns, directly or indirectly, more\nthan 50% of the stock or other equity interest entitled to vote\non the election of members to the board or similar governing\nbody.\n\n     Tax:  as defined in the Tax Allocation Agreement.\n\n     Tax Allocation Agreement:  a tax allocation agreement\nbetween the Diversified Group and the Construction Group to be\nentered into as of the Exchange Date, in form and substance\nmutually satisfactory to all of the Parties.\n\n     Termination Date:  the date upon which the Transaction will\nbe abandoned if not consummated, which will be October 15, 1998,\nunless that date is extended by a duly adopted resolution of the\nPKS Board.\n\n     Third-Party Claim:  any claim, suit, arbitration, inquiry,\nproceeding or investigation by or before any court, any\ngovernmental or other regulatory or administrative agency or\ncommission or any arbitration tribunal asserted by a Person who\nis not a member of a Group.\n\n     Transaction:  all of the transactions contemplated by this\nAgreement, taken together.\n\n                                 ARTICLE II\n                   CONDITIONS TO TRANSACTION; ABANDONMENT\n\n     2.01     Registration Statement\/Joint Prospectus\/Proxy\nStatement.  PKS and PKS Holdings have prepared and filed the\nRegistration Statement with the SEC, the SEC has declared the\nRegistration Statement effective, and PKS and PKS Holdings have\nmailed the Joint Prospectus\/Proxy Statement to all PKS\nStockholders.\n\n     2.02.     Special Meeting.  At the Special Meeting, PKS\nsubmitted (i) the Transaction, (ii) the Initial PKS Certificate\nAmendment, (iii) the Post-Transaction PKS Certificate Amendment\nand (iv) the Stock Option Plan Amendment to votes of the PKS\nStockholders, and each matter was ratified or approved by the\nrequisite vote of the PKS Stockholders.\n\n     2.03     Ruling Request.  PKS has submitted to the Service a\nrequest for certain rulings in connection with the Transaction\n(as amended from time to time by PKS, the 'Ruling Request').  The\nPKS Board may determine, at any time after the date of this\nAgreement, to request an opinion of federal income tax counsel to\nPKS, confirming any or all of the matters subject to the Ruling\nRequest, as the PKS Board deems appropriate (the 'Tax Opinion').\nIf (a) either the Service denies the Ruling Request or the\nService does not grant the Ruling Request before the Termination\nDate, and (b) the PKS Board has not requested and received the\nTax Opinion on or before the Termination Date, the Parties will\nabandon the Transaction.\n\n     2.04     Nebraska Ruling Request.  PKS is preparing for\nsubmission to the State of Nebraska Department of Revenue a\nrequest for certain rulings in connection with the Transaction\n(as amended from time to time by PKS, the 'Nebraska Ruling\nRequest').  The PKS Board may determine, at any time after the\ndate of this Agreement, to request an opinion of Nebraska tax\ncounsel to PKS, confirming any or all of the matters subject to\nthe Nebraska Ruling Request, as the PKS Board deems appropriate\n(the 'Nebraska Tax Opinion').  If (a) either the Nebraska Ruling\nRequest is denied or is not granted before the Termination Date,\nand (b) the Nebraska Tax Opinion is not requested and received on\nor before the Termination Date, the PKS Board will review the\nbenefits of the Transaction in light of the failure of the\nNebraska Department of Revenue to approve the Nebraska Ruling\nRequest or the failure of the PKS Board to request and receive\nthe Tax Opinion, and will abandon the Transaction if the PKS\nBoard determines, by a duly adopted resolution, that consummation\nof the Transaction is no longer in the best interest of all PKS\nStockholders.\n\n     2.05     Termination Date.  The Parties will abandon the\nTransaction if the Share Exchange is not consummated on or before\nthe Termination Date.\n\n     2.06     PKS Board Right to Defer, Modify or Abandon\nTransaction.  Notwithstanding any other provision of this\nAgreement, (a) prior to consummation of the Transaction, the\nParties will defer or modify the Transaction or this Agreement in\nany respect deemed appropriate by the PKS Board, and (b) the\nParties will abandon the Transaction at any time if the PKS\nBoard, by a duly adopted resolution, determines that consummation\nof the Transaction is no longer in the best interest of all PKS\nStockholders. Nothing herein shall limit or otherwise affect the\nPKS Board's ability to proceed with the Transaction at a later\ndate.\n\n     2.07     Consequences of Abandonment.  If the Parties\nabandon the Transaction (whether pursuant to Section 2.03, 2.04,\n2.05 or 2.06), Articles III, IV, V and VI of this Agreement will\nterminate and have no further force or effect, the Parties will\nnot be obligated to consummate any of the Separation Transactions\nthat have not then been consummated, and only this Section 2.07\nand Articles I, VII and VIII of this Agreement will remain\nbinding on the Parties and have any further force or effect.\n\n     2.08     Conditions to Share Exchange.  The Share Exchange\nwill be consummated only if (a) PKS has received either the\nrulings subject to the Ruling Request and\/or the Tax Opinion, (b)\nthe Dividend Condition has been satisfied with respect to the\nShare Exchange, (c) the Separation Transactions have been\nconsummated, and (d) the PKS Board has not determined to abandon\nthe Transaction. The condition set forth in clause (a) of the\npreceding sentence shall not be waived.\n\n                               ARTICLE III\n                      THE SEPARATION TRANSACTIONS;\n                           THE SHARE EXCHANGE\n\n     3.01     1997 Class C Stock Conversions.  (a) Under Section\nVI.D.(10) of the PKS Certificate, holders of Class C Stock may\nconvert any or all of their Class C Stock into Class D Stock by\ntendering a written conversion notice to PKS between October 15,\n1997 and December 15, 1997 (the '1997 Conversion Period').  Under\nSection VI.D.(10)(f) of the PKS Certificate, PKS may elect, in\nlieu of effecting the conversion, to purchase any shares of Class\nC Stock so tendered by providing written notice to the tendering\nstockholders of such election.  If PKS makes such an election,\nthe tendering stockholder may withdraw the tender of the Class C\nStock if he is then eligible under Section VI.D.(1) of the PKS\nCertificate to own Class C Stock (an 'Eligible Class C\nStockholder').\n\n             (b)     PKS intends to permit conversion of no more\nthan 3,000,000 shares of Class C Stock (the 'Conversion Cap')\ntendered during the 1997 Conversion Period and to repurchase (on\na pro rata basis among tendering holders of Class C Stock) shares\nof Class C Stock tendered in excess of the Conversion Cap\n('Excess Class C Stock').  PKS will notify holders of Excess\nClass C Stock of their pro rata share of Excess Class C Stock\npromptly after the end of the 1997 Conversion Period, and will\npermit holders of Excess Class C Stock who have indicated to PKS\nthat they intend to remain Eligible Shareholders through April 1,\n1998 to withdraw Excess Class C Stock in accordance with Section\nVI.D.(10)(f) of the Certificate by providing written notice of\nwithdrawal on or before the fifteenth calendar day after the date\nof such notice.\n\n             (c)     PKS will purchase any Excess Class C Stock\nnot withdrawn pursuant to Section 3.01(b), and will permit\nholders of any such Excess Class C Stock to elect either (i) to\nreceive cash in exchange for Excess Class C Stock so purchased in\naccordance with Section VI.D.(10)(f) of the PKS Certificate, or\n(ii) to receive unsecured promissory notes of PKS, maturing on\nJanuary 15, 1999 and bearing interest, payable at maturity, at a\nrate of no less than 6% per annum ('Short Term Notes'), in\nexchange for Excess Class C Stock.  Each Short Term Note will\nprovide that the obligations under the Short Term Note will be\nassumed by PKS Holdings if the Share Exchange is consummated.\nPKS will not consummate the purchase of any Excess Class C Stock\nuntil after the Class R Distribution Record Date, and all holders\nof such Excess Class C Stock will be entitled to receive the\nClass R Distribution with respect to such Excess Class C Stock.\n\n            (d)     If PKS purchases Excess Class C Stock and the\nTransaction is abandoned, PKS will file, within 90 calendar days\nafter the date upon which the Transaction is abandoned, a Form S-\n8 registration statement under the Securities Act for an offering\nof Class D Stock to holders of purchased Excess Class C Stock.\nUpon filing of that registration statement, PKS will offer to\neach such holder the opportunity to elect, within 30 calendar\ndays of the filing, to purchase, at the Class D Per Share Price\n(as defined in the PKS Certificate) as of January 1, 1998, a\nnumber of shares of Class D Stock equal to the number of shares\nof Class D Stock into which his purchased Excess Class C Stock\ncould have been converted on the Conversion Date but for the\napplication of the Conversion Cap. The PKS Board may permit\nholders to offset the purchase price for such shares of Class D\nStock against the outstanding principal amount and accrued\ninterest payable pursuant to a Short Term Note.\n\n           (e)     On the date of consummation of the purchase of\nall Excess Class C Stock (the 'Excess Purchase Date'), KCG will\ndistribute to PKS cash in an amount equal to all cash payments\nfor Excess Class C Stock pursuant to Sections 3.01(b)(i).\n\n           (f)     On the Exchange Date, PKS Holdings will assume\nall of the obligations of PKS under each Short Term Note, if any.\n\n           (g)     Within 30 calendar days after the expiration\nof the 1997 Conversion Period, KCG will distribute to PKS, and\nPKS will contribute to KDG, cash in an amount equal to the\naggregate Class C Per Share Price (as defined in the PKS\nCertificate) of the Class C Stock converted into Class D Stock\nduring the 1997 Conversion Period (subject to adjustment\nfollowing delivery of audited financial statements for PKS for\n1997, in a manner consistent with past practice).\n\n     3.02     Accelerated Conversion of Debentures.  (a) PKS has\noutstanding Series 1993 through Series 1996 Class C Convertible\nDebentures (the 'Debentures').  The Debentures are convertible\ninto Class C Stock, during a one month period in the fifth year\nof their terms, at a rate specified in the Debentures.  PKS will\naccelerate the conversion period for the Debentures to permit\nholders of the Debentures ('Converting Debenture Holders') to\ntender for conversion, during a ten day period beginning on\nDecember 16, 1997 and ending on December 25, 1997 (the 'Debenture\nConversion Period'), any or all Debentures into Class C Stock at\nthe otherwise applicable conversion rate.  PKS will issue all\nClass C Stock with respect to all Debentures so elected to be\nconverted on December 26, 1997 (the 'Debenture Conversion Date').\nAll Converting Debenture Holders will be entitled to receive the\nClass R Distribution with respect to Class C Stock issued upon\nconversion of the Debentures.  Any Debentures not tendered for\nconversion during the Debenture Conversion Period will remain\noutstanding and governed by the original terms of the Debentures,\nand holders of any such Debentures will not be entitled to\nreceive the Class R Distribution with respect to the Debentures\nor the related Class C Stock.  If the Transaction is consummated,\nPKS and PKS Holdings will use their best efforts to agree upon an\narrangement whereby the financial benefits and burdens associated\nwith any Debentures remaining outstanding will be borne by PKS\nHoldings.\n\n             (b)     KCG or one of its Subsidiaries will make\navailable to each Converting Debenture Holder on the Debenture\nConversion Date, a loan in an amount equal to the principal\namount of each Debenture (a 'Debenture Loan').  Each Debenture\nLoan will be evidenced by a non-interest bearing promissory note\nand secured pursuant to a pledge agreement in such forms as\ndetermined by KCG.  The entire principal balance of each\nDebenture Loan will be due and payable on the earlier of the last\nday of the conversion period of the related Debenture, as\noriginally issued and before any modification pursuant to Section\n3.02(a), on the date of the sale or other disposition by the\nConverting Debenture Holder of the related Class C Stock to PKS\n(other than pursuant to the Share Exchange), or (if the Share\nExchange is consummated) the related PKS Holdings Stock to PKS\nHoldings, or the termination of employment of the holder.\n\n     3.03     1997 Debentures.  PKS issued, on or about November\n1, 1997, its Series 1997 Class C Convertible Debentures (the\n'1997 Debentures').  Each 1997 Debenture will provide that if the\nShare Exchange is consummated, the 1997 Debentures automatically\nwill become, without any action by PKS, PKS Holdings or the\nholder thereof, a debenture of PKS Holdings (the 'Replacement\nDebentures') convertible into the number of shares of PKS\nHoldings Stock as it was previously convertible into Class C\nStock, and that PKS will no longer have any obligation or\nliability under the 1997 Debentures. On or before the Exchange\nDate, PKS and PKS Holdings will agree to a mutually acceptable\narrangement pursuant to which PKS Holdings will assume, or\notherwise become liable for, the obligations of PKS under the\nrelated Indenture.\n\n     3.04     Sales of Class C Stock by Eligible Class C\nStockholders.  (a) Under Section VI.D.3(a) of the PKS\nCertificate, PKS is obligated to purchase, at the Class C Per\nShare Price, any Class C Stock tendered for purchase during the\nfirst fifteen calendar days of each month.  On the Exchange Date,\nPKS will deliver to PKS Holdings a schedule that sets forth the\nname of each Eligible Class C Stockholder (determined as of the\nExchange Date) from whom PKS has purchased Class C Stock\n('Purchased Class C Stock') between the Class R Distribution Date\nand the Exchange Date (a 'Selling Shareholder'), the date of such\npurchase, the number of shares of Class C Stock so purchased and\nthe total amount paid to each such Eligible Class C Shareholder\nfor all shares of Class C Stock so purchased.\n\n             (b)     PKS Holdings will promptly notify PKS if PKS\nHoldings sells PKS Holdings Stock to any Selling Shareholder at\nany time between the Exchange Date and the first anniversary of\nthe Exchange Date (a 'Subsequent Sale').  PKS Holdings will take\nany action reasonably requested by PKS to ensure that any Class R\nStock distributed to the Selling Shareholder with respect to\nPurchased Class C Stock becomes attached to such shares of PKS\nHoldings Stock purchased in a Subsequent Sale on a pro rata\nbasis, as contemplated by the Certificate Amendments.\n\n             (c)     In connection with Subsequent Sales of PKS\nHoldings Stock to Canadians ('Canadian Shareholders'), PKS\nHoldings or a Subsidiary thereof may offer to provide loans to\nsuch Canadian Shareholders, on terms acceptable to all Parties.\nWithin 30 calendar days after the date of each such loan, PKS\nHoldings will provide PKS with a schedule that sets forth, in\ndetail reasonably acceptable to PKS, the terms and conditions of\nany and all such loans.\n\n     3.05     Initial Certificate Amendment.  PKS will file the\nInitial Certificate Amendment with the Secretary of State as\npromptly as practicable after the Special Meeting.\n\n     3.06     Class R Distribution.  (a) Subject to the\nsatisfaction of the Dividend Condition with respect to the Class\nR Distribution, PKS will declare a dividend, payable to holders\nof Class C Stock as of the Class R Distribution Record Date, of\n.8 of one share of Class R Stock for each share of Class C Stock\nheld as of the Class R Distribution Record Date.\n\n             (b)     PKS will record the Class R Distribution,\nand register all persons entitled to the Class R Distribution as\nholders of Class R Stock, on the books and records maintained by\nor on behalf of PKS for the registration of ownership of the\ncapital stock of PKS, effective as of the Class R Distribution\nRecord Date.  PKS will not issue certificates or other\ninstruments to evidence Class R Stock unless and until the Share\nExchange is consummated.  If the Share Exchange is consummated,\nPKS will issue and distribute certificates evidencing the Class R\nStock.  If the Class R Distribution is consummated, but the\nTransaction is later abandoned, PKS will exercise its rights to\nrepurchase all of the Class R Stock under Section IX.M of the\nInitial Certificate Amendment as promptly as practicable after\nabandonment of the Transaction.\n\n     3.07     PKSIS Reorganization.  On or before the Exchange\nDate, KDG will cause PKSIS to undertake such corporate\nreorganization as is then described in or contemplated by the\nRuling Request.\n\n     3.08     PKS Holdings Transactions.  (a) From the date of\nthis Agreement to the Exchange Date, KCG will make such\ndistributions to PKS as are necessary to permit PKS to make such\ncapital contributions and provide such other funds to PKS\nHoldings as may be necessary or desirable to permit PKS Holdings\nto perform and discharge its obligations under this Agreement.\n\n             (b)     On or before the Exchange Date, PKS, in its\ncapacity as the sole shareholder of PKS Holdings, (i) will adopt\nthe PKS Holdings Certificate Amendment, and (ii) will elect to\nthe board of directors of PKS Holdings those persons designated\nas directors of PKS Holdings in the Joint Prospectus\/Proxy\nStatement, with such substitutions or additions as may be\napproved by the PKS Board after the date of this Agreement.\n\n             (c)     On the Exchange Date, PKS Holdings will file\nthe PKS Holdings Certificate Amendment with the Secretary of\nState.\n\n             (d)     On the Exchange Date, PKS will make a\ncapital contribution to PKS Holdings of (i) all of the capital\nstock of KCG held by PKS, and (ii) such other assets as agreed to\nby the Parties and described on a Schedule to be attached to the\nAgreement on or before the Exchange Date.  On the Exchange Date,\nPKS Holdings will distribute to PKS a sufficient number of shares\nof PKS Holdings Stock, evidenced by a single certificate, so\nthat, together with such shares previously issued to PKS, PKS\nwill hold shares of PKS Holdings Stock equal to the number of\nshares of Class C Stock outstanding on the Exchange Record Date.\n\n     3.09     Share Exchange.  (a) Not more than 60 calendar\ndays, but not less than 30 calendar days, prior to the Exchange\nDate, PKS shall give each holder of Class C Stock the notice\ncontemplated by Section III.D.(3)(a) of the PKS Certificate (the\n'Exchange Provision').  Each notice will set forth the Exchange\nRecord Date and the information required by the Exchange\nProvision, and will establish such procedures for the Share\nExchange as are permitted by the Exchange Provision and otherwise\ndeemed appropriate by PKS.\n\n             (b)     On the Exchange Date, PKS will exchange,\npursuant to the Exchange Provision, one share of the PKS Holdings\nCommon Stock received pursuant to Section 3.11(a) for each share\nof Class C Common Stock outstanding as of the Exchange Date.  On\nand after the Exchange Date, all rights of holders of Class C\nStock will be governed by the Exchange Provisions.\n\n             (c)     The Share Exchange will be consummated only\nafter consummation of all of the Separation Transactions intended\nto be consummated on the Exchange Date.\n\n     3.10     Post-Transaction Certificate Amendment.  If the\nShare Exchange is consummated, PKS will file the Post-Transaction\nCertificate Amendment with the Secretary of State on the Exchange\nDate.\n\n     3.11     Certificate Surrender and Distribution.  (a) As\npromptly as practicable after the Exchange Date, PKS Holdings\nwill deliver to PKS, in exchange for the PKS Holdings Stock\ncertificate described in Section 3.08(d), certificates for PKS\nHoldings Stock in names and denominations sufficient to permit\nPKS to distribute certificates for PKS Holdings Stock to each\nholder of Class C Stock in the same denominations as the Class C\nStock then held by such holder, subject, in each case, to\nsurrender by such holder in accordance with the Exchange\nProvision of the certificates evidencing the related shares of\nClass C Stock.\n\n             (b)     PKS will coordinate delivery of share\ncertificates with any lending institution to which shares of\nClass C Stock have been pledged. PKS will arrange for delivery of\nthe shares of Class C Stock to be exchanged and will, if directed\nin writing by the holder of such shares of Class C Stock, deliver\nshares of PKS Holdings Stock and Class R Stock directly to such\nlending institution.\n\n     3.12     Class R Stock Provisions.  (a) So long as any\nshares of Class R Stock remain outstanding, PKS will take all\nnecessary action (i) to obtain and keep effective any and all\npermits, consents and approvals of governmental agencies and\nauthorities and to make filings under federal and state\nsecurities acts and laws, which may be or become requisite in\nconnection with the issuance, sale, transfer and delivery of the\nshares of Class D Stock issued upon conversion of shares of Class\nR Stock, and (ii) if the Class D Stock is Publicly Traded (as\ndefined in the PKS Certificate), to have the shares of Class D\nStock, immediately upon their issuance upon conversion of the\nshares of Class R Stock, listed on each national securities\nexchange, the NASDAQ National Market or the NASDAQ Small Cap\nMarket on which the Class D Stock is then listed or traded.  So\nlong as any shares of Class R Stock remain outstanding and if\nrequired in order to comply with the Securities Act or state\nsecurities laws, PKS will file such post-effective amendments to\nthe Registration Statement as may be necessary to permit the\nCorporation to deliver to each person converting shares of Class\nR Stock a prospectus meeting the requirements of Section 10(a)(3)\nof the Securities Act and otherwise complying therewith, and, if\nrequired in order to comply with the Securities Act or state\nsecurities laws, will deliver such a prospectus to each such\nperson.\n\n             (b)     PKS will not, by amendment of the PKS\nCertificate, or through any reorganization, transfer of assets,\nconsolidation, merger, dissolution, issue or sale of securities\nor any voluntary action, seek to avoid the observance or\nperformance of any of its obligations with respect to the Class R\nStock.\n\n             (c)     After the date upon which the Class R Stock\nbecomes convertible into Class D Stock, and in order to provide\nholders of Class R Stock a means to determine the Conversion\nRatio when the Class D Stock is Publicly Traded (as both such\nterms are defined in the PKS Certificate), PKS shall establish\nreasonable measures intended to enable holders of Class R Stock\nto obtain information at any time during normal business hours.\n\nARTICLE IV\nINDEMNIFICATION\n\n     4.01     Indemnification.  (a) From and after the Exchange\nDate, PKS and KDG will indemnify, defend and hold harmless each\nConstruction Indemnitee from and against all Losses incurred or\nsuffered by any Construction Indemnitee arising out of or due to,\ndirectly or indirectly, (i) any breach by PKS or KDG of any\nobligation under this Agreement, (ii) the Diversified Assets,\n(iii) the Diversified Business, (iv) Diversified Securities\nTransactions, (v) Diversified Liabilities, (vi) the Covent\nLiabilities (as defined in Section 5.10(f)) and (vii) such other\nmatters as are specifically agreed by the Parties and described\non a Schedule attached to the Agreement on or before the Exchange\nDate.\n\n             (b)     From and after the Exchange Date, PKS\nHoldings and KCG will indemnify, defend and hold harmless each\nDiversified Indemnitee from and against all Losses incurred or\nsuffered by any Diversified Indemnitee arising out of or due to,\ndirectly or indirectly, (i) any breach by PKS Holdings or KCG of\nany obligation under this Agreement, (ii) the Construction\nAssets, (iii) the Construction Business, (iv) Construction\nSecurities Transactions, (v) Construction Liabilities, and (vi)\nsuch other matters as are specifically agreed by the Parties and\ndescribed on a Schedule attached to the Agreement on or before\nthe Exchange Date.\n\n             (c)     This Section 4.01 shall not apply to any\nmatter or item specifically covered by indemnification or risk\nallocation provisions of the Continuing Agreements.\n\n             (d)     If an Indemnitee realizes a Tax benefit or\ndetriment by reason of having incurred a Loss for which such\nIndemnitee receives an Indemnity Payment from an Indemnifying\nParty or by reason of receiving an Indemnity Payment, such\nIndemnitee shall pay to such Indemnifying Party an amount equal\nto the Tax benefit, or such Indemnifying Party shall pay to such\nIndemnitee an additional amount equal to the Tax detriment\n(taking into account any Tax detriment resulting from the receipt\nof such additional amounts), as the case may be.  If, in the\nopinion of counsel to an Indemnifying Party reasonably\nsatisfactory in form and substance to the affected Indemnitee,\nthere is a substantial likelihood that the Indemnitee will be\nentitled to a Tax benefit by reason of an Indemnifiable Loss, the\nIndemnifying Party promptly shall notify the Indemnitee and the\nIndemnitee promptly shall take any steps (including the filing of\nsuch returns, amended returns or claims for refunds consistent\nwith the claiming of such Tax benefit) that, in the reasonable\njudgment of the Indemnifying Party, are necessary and appropriate\nto obtain any such Tax benefit.  If, in the opinion of counsel to\nan Indemnitee reasonably satisfactory in form and substance to\nthe affected Indemnifying Party, there is a substantial\nlikelihood that the Indemnitee will be subjected to a Tax\ndetriment by reason of an Indemnification Payment, the Indemnitee\npromptly shall notify the Indemnifying Party and the Indemnitee\npromptly shall take any steps (including the filing of such\nreturns or amended returns or the payment of Tax underpayments\nconsistent with the settlement of any Liability for Taxes arising\nfrom such Tax detriment) that, in the reasonable judgment of the\nIndemnitee, are necessary and appropriate to settle any\nLiabilities for Taxes arising from such Tax detriment.  If,\nfollowing a payment by an Indemnitee or an Indemnifying Party\npursuant to this Section 4.01(d) in respect of a Tax benefit or\ndetriment, there is an adjustment to the amount of such Tax\nbenefit or detriment, then each of the Indemnifying Party and the\nIndemnitees shall make appropriate payments to the other to\nreflect such adjustments.\n\n             (e)     The amount which an Indemnifying Party is\nrequired to pay to any Indemnitee pursuant to this Section 4.01\nwill be reduced (including retroactively) by any insurance\nproceeds and other amounts actually recovered by such Indemnitee\nin reduction of the related Loss, it being understood and agreed\nthat the members of each Group will use their commercially\nreasonable efforts to collect any such proceeds or other amounts\nto which they are entitled, without regard to whether it is the\nIndemnifying Party hereunder.  If an Indemnitee receives an\nIndemnity Payment in respect of an Indemnifiable Loss and\nsubsequently receives insurance proceeds or other amounts in\nrespect of such Indemnifiable Loss, then such Indemnitee shall\npay to such Indemnifying Party an amount equal to the difference\nbetween (i) the sum of the amount of such Indemnity Payment and\nthe amount of such insurance proceeds or other amounts actually\nreceived and (ii) the amount of such Loss, adjusted (at such time\nas appropriate adjustment can be determined) in each case to\nreflect any premium adjustment attributable to such claim.\n\n             (f)     No person other than an Indemnitee is\nintended to be a beneficiary of the indemnification provisions\nset forth above, and no insurer will be relieved thereby of any\nobligation to pay any claims to which it is obligated or be\nentitled to any right of subrogation with respect to any amount\npaid hereunder.\n\n     4.02     Procedure for Indemnification.  (a) If any\nIndemnitee determines that it is or may be entitled to\nindemnification by any Indemnifying Party (other than in\nconnection with any Third Party Claim), the Indemnitee will\ndeliver to the Indemnifying Party a written notice specifying, to\nthe extent reasonably practicable, the basis for its claim for\nindemnification and the amount for which the Indemnitee\nreasonably believes it is entitled to be indemnified.  Within 60\ncalendar days after receipt of such notice, the Indemnifying\nParty will pay the Indemnitee such amount in cash or other\nimmediately available funds unless the Indemnifying Party objects\nto the claim for indemnification or the amount by written notice\nsetting forth the grounds therefor within such 60 calendar day\nperiod.  If the Indemnifying Party does not give the Indemnified\nParty written notice objecting to such indemnity claim and\nsetting forth the grounds therefor within 60 calendar days after\nreceipt of such notice, the Indemnifying Party will be deemed to\nhave acknowledged its liability for such claim and the Indemnitee\nmay exercise any and all of its rights under applicable law to\ncollect such amount.\n\n             (b)     If any Indemnitee receives notice of the\nassertion of any Third-Party Claim with respect to which an\nIndemnifying Party is obligated under this Agreement to provide\nindemnification, such Indemnitee will give such Indemnifying\nParty notice thereof promptly after becoming aware of such Third-\nParty Claim; provided, however, that the failure of any\nIndemnitee to give such notice will not relieve any Indemnifying\nParty of its obligations under this Article IV, except to the\nextent that such Indemnifying Party is actually prejudiced by\nsuch failure to give notice.  Such notice will describe such\nThird-Party Claim in reasonable detail and, if practicable, will\nindicate the estimated amount of the Indemnifiable Loss that has\nbeen or may be sustained by such Indemnitee.\n\n             (c)     An Indemnifying Party, at such Indemnifying\nParty's own expense and through counsel chosen by such\nIndemnifying Party (which counsel shall be reasonably\nsatisfactory to the Indemnitee), may elect to defend any Third-\nParty Claim.  If an Indemnifying Party elects to defend a Third-\nParty Claim, then, within fifteen calendar days after receiving\nnotice of such Third-Party Claim (or sooner, if the nature of\nsuch Third-Party Claim so requires), such Indemnifying Party will\nnotify the Indemnitee of its intent to do so, and such Indemnitee\nshall cooperate in the defense of such Third-Party Claim.  Such\nIndemnifying Party will pay such Indemnitee's reasonable out-of-\npocket expenses incurred in connection with such cooperation.\nAfter notice from an Indemnifying Party to an Indemnitee of its\nelection to assume the defense of a Third-Party Claim, such\nIndemnifying Party will not be liable to such Indemnitee under\nthis Article IV for any legal or other expenses subsequently\nincurred by such Indemnitee in connection with the defense\nthereof; provided, however, that such Indemnitee will have the\nright to employ one law firm as counsel to represent such\nIndemnitee (which firm shall be reasonably acceptable to the\nIndemnifying Party) if, in such Indemnitee's reasonable judgment,\neither a conflict of interest between such Indemnitee and such\nIndemnifying Party exists in respect of such claim or there may\nbe defenses available to such Indemnitee which are different from\nor in addition to those available to such Indemnifying Party, and\nin that event (i) the reasonable fees and expenses of such\nseparate counsel shall be paid by such Indemnitee and (ii) each\nof such Indemnifying Party and such Indemnitee shall have the\nright to run its own defense in respect of such claim.  If an\nIndemnifying Party elects not to defend against a Third-Party\nClaim, or fails to notify an Indemnitee of its election as\nprovided in this Section 4.02 within the period of fifteen\ncalendar days described above, such Indemnitee may defend,\ncompromise and settle such Third-Party Claim; provided, however,\nthat no such Indemnitee may compromise or settle any such Third-\nParty Claim without the prior written consent of the Indemnifying\nParty, which consent shall not be withheld unreasonably.\nNotwithstanding the foregoing, the Indemnifying Party shall not,\nwithout the prior written consent of the Indemnitee, (i) settle\nor compromise any Third-Party Claim or consent to the entry of\nany judgment which does not include as an unconditional term\nthereof the delivery by the claimant or plaintiff to the\nIndemnitee of a written release from all liability in respect of\nsuch Third-Party Claim or (ii) settle or compromise any Third-\nParty Claim in any manner that in the reasonable judgment of the\nIndemnifying Party, is likely to adversely affect the Indemnitee.\n\n             (d)     If for any reason the indemnification\nprovided by this Agreement is unenforceable, the Indemnifying\nParty will contribute to the amount payable by the Indemnitee as\na result of the related losses an amount appropriate to reflect\nequitable considerations.\n\n     4.03     Remedies Cumulative.  The remedies provided in this\nArticle IV will be cumulative and will not preclude assertion by\nany Indemnitee of any other rights or the seeking of any other\nremedies against any Indemnifying Party.\n\n                                ARTICLE V\n                           ADDITIONAL COVENANTS\n\n     5.01     Further Assurances.  Each of the Parties will use\nits best efforts to take, or cause to be taken, all actions, and\nto do, or cause to be done, all things, reasonably necessary,\nproper or advisable under applicable laws, regulations and\nagreements to consummate and make effective the Transactions.\nEach Party will cooperate with the other Parties, and execute and\ndeliver, or use its best efforts to cause to be executed and\ndelivered, all instruments, including instruments of conveyance,\nassumption, assignment and transfer, and to make all filings\nwith, and to obtain all consents, approvals or authorizations of,\nany governmental or regulatory authority or any other Person\nunder any permit, license, agreement, indenture or other\ninstrument, and take all such other actions as such Party may\nreasonably be requested to take by any other Party, consistent\nwith the terms of this Agreement, in order to effectuate the\nprovisions and purposes of this Agreement.\n\n     5.02     Transfer of Assets; Assumption of Liabilities.  (a)\nThe Parties intend that, upon consummation of the Share Exchange,\n(i) one or more members of the Construction Group, and not any\nmember of the Diversified Group, will hold all right, title and\ninterest in and to all Construction Assets, and that one or more\nmembers of the Construction Group, and not any member of the\nDiversified Group, will have the sole liability for Construction\nGroup Liabilities; and (ii) one or more members of the\nDiversified Group, and not any member of the Construction Group,\nwill hold all right, title and interest in and to all Diversified\nAssets, and one or more members of the Diversified Group, and not\nany member of the Construction Group, will have the sole\nliability for all Diversified Group Liabilities.\n\n             (b)     Prior to the Exchange Date, each Party will\ntake any action, and will cause their Subsidiaries to take any\naction, requested by any member of the other Group entitled under\nSection 5.02(a) to obtain an Asset or to be relieved of a\nLiability, reasonably necessary to transfer any such Asset or to\nassume any such Liability.  If any such transfer or assumption of\nAssets or Liabilities is not consummated on or before the\nExchange Date, the Party retaining such Asset or Liability will\nhold such Asset in trust for the use and benefit of the Party\nentitled thereto (at the expense of the Party entitled thereto),\nor will retain such Liability for the account of the Party by\nwhom such Liability is to be assumed pursuant hereto, as the case\nmay be, and will take such other action as may be reasonably\nrequested by the Party to whom such Asset is to be transferred\n(including licensing, contracting and leasing arrangements), or\nby whom such Liability is to be assumed, in order to place such\nParty, insofar as reasonably possible, in the same position as if\nsuch Asset or Liability had been transferred as contemplated\nhereby.  If and when any such Asset or Liability becomes\ntransferable, such transfer will be effected as promptly as\npossible.\n\n             (c)     Notwithstanding any other provision of this\nAgreement, this Agreement will not constitute an agreement to\ntransfer any Asset or assume any Liability if an assignment of\nthe Asset or the assumption of the Liability violates any law,\nrule or regulation or constitutes a breach of any agreement\nrelating to such Asset or Liability.\n\n     5.03     No Representations or Warranties.  Each Group\nunderstands and agrees that no member of the other Group is, in\nthis Agreement, representing or warranting in any way as to the\nAssets, the Business or the Liabilities of the Group or as to any\nconsents or approvals required in connection with the\nconsummation of the transactions contemplated by this Agreement,\nit being agreed and understood that each Group is taking all of\nits Assets 'as is, where is' and that each Group will bear the\neconomic and legal risk that the title of any member of the Group\nto any Assets shall be other than good and marketable and free\nfrom encumbrances.\n\n     5.04     Terminated Agreements.  On or before the Exchange\nDate, the Parties will agree to a schedule of agreements,\ncontracts and arrangements that will terminate and have no\nfurther force or effect as of the Exchange Date.  Each Party\nshall, at the reasonable request of another Party, take or cause\nto be taken, such other actions as may be necessary to effect the\ntermination of such agreements.\n\n     5.05     Continuing Agreements.  Neither this Agreement nor\nthe Share Exchange shall modify, amend or otherwise affect any\nagreements contemplated by Section 5.11 or Section 5.12 or any\nother agreement between a member or members of the Construction\nGroup, on one hand, and a member or members of the Diversified\nGroup, on the other hand (together, the 'Continuing Agreements'),\nexcept for those agreements terminated pursuant to the provisions\nof Section  5.04.  If there is a conflict between this Agreement\nand a Continuing Agreement, the Continuing Agreement shall\ncontrol.\n\n     5.06     Intercompany Accounts.  Effective as of the close\nof business on the day prior to the Exchange Date, all\nintercompany receivables or payables and loans then existing\nbetween any member of one Group and any member of the other Group\nwill be settled by way of payment, cancellation or capital\ncontribution.\n\n     5.07     HSR Act.  PKS Holdings will file any notification\nand report forms and other material required by the Hart Scott\nRodino Antitrust Improvements Act of 1976, as amended (the 'HSR\nAct') with respect to the shares of PKS Holdings Stock to be\ndistributed in the Share Exchange prior to the Exchange Date, and\nwill seek early termination of the waiting period under the HSR\nAct.\n\n     5.08     Kiewit Name.  (a) Not later than the first business\nday after the Exchange Date (i) PKS will change its corporate\nname to another name not including 'PKS' or 'Kiewit' as part of\nthe name, and, (ii) except as provided in Section 5.08(b), will\ncause all of its Subsidiaries to change their corporate names if\nnecessary to corporate names not including 'PKS' or 'Kiewit' as\npart of the name.  As soon as reasonably practicable after the\nExchange Date, and except as provided in Section 5.08(b), PKS\nwill use its best efforts to, and will cause its Subsidiaries to\nuse their best efforts to, cease using 'PKS' or 'Kiewit' in\nconnection with the business activities of the Diversified Group.\n\n             (b)     Notwithstanding Section 5.08(a), (i) the\nmembers of the Diversified Group will have the right to use 'PKS'\nor 'Kiewit' for a period of one year from the Exchange Date to\nthe extent reasonably necessary in accordance with its past\npractice in connection with legal, regulatory or contract matters\nrelating to Diversified Group business activities in existence on\nthe Exchange Date, and (ii) PKSIS and its current information\nservices Subsidiaries will not be required to comply with Section\n5.08(a), and will have the right to continue to use 'PKS' in\naccordance with its past practice in connection with its\nbusinesses until the second anniversary of the Exchange Date.\n\n             (c)     As of the Exchange Date, PKS assigns, and\nwill cause each of its Subsidiaries to execute any agreement or\ninstrument reasonably requested by PKS Holdings to assign, any\nand all of its right, title and interest in and to any corporate\nname, trademark or tradename using 'PKS' or 'Kiewit,' and any and\nother proprietary rights to those names or related symbols.\n\n     5.09     Sales of Class C Stock.  Except as contemplated by\nSection 3.02, PKS will not offer to sell, sell or issue any Class\nC Stock between the date of this Agreement and the Class R Record\nDate.\n\n     5.10     Insurance.  (a) As of the Exchange Date, directors\nand officers of the members of the Construction Group will no\nlonger be covered by the directors and officers liability\ninsurance maintained by PKS for directors and officers of PKS and\nits subsidiaries (the 'PKS D&amp;O Policy') for acts occurring on and\nafter the Exchange Date.  PKS Holdings will obtain, effective not\nlater than the Exchange Date, directors and officers liability\ninsurance for all directors and officers of the members of the\nConstruction Group, on such terms and conditions and providing\nsuch coverages as PKS Holdings deems appropriate. PKS shall\nobtain a separate directors and officers liability insurance\npolicy ('Tail Policy') for all present and past directors and\nofficers of the Construction Group in effect for a minimum of 5\nyears from the Exchange Date. The cost of the premiums payable\nwith respect to the Tail Policy shall be allocated 82.5% to the\nDiversified Group and 17.5% to the Construction Group.\n\n     (b)     No Party shall, without the consent of the other\nParties, provide any insurance carrier with a release, or amend,\nmodify or waive any rights under any such policy or agreement, if\nsuch release, amendment, modification or waiver would adversely\naffect any rights or potential rights of another Group; provided,\nhowever, that the foregoing shall not preclude a Party either\nfrom presenting any claim or from exhausting any policy limit.\n\n     (c)     This Agreement shall not be considered as an\nattempted assignment of any policy of insurance or as a contract\nof insurance and shall not be construed to waive any right or\nremedy of the Parties in respect of any insurance policy or any\nother contract or policy of insurance.\n\n     (d)     From and after the Exchange Date, PKS Holdings shall\nbe entitled to the benefit of any reserves held by any insurance\ncarrier with respect to the Construction Liabilities, and PKS\nshall be entitled to the benefit of any reserves held by any\ninsurance carrier with respect to the Diversified Liabilities.\n\n     (e)     On or before the Exchange Date, the Parties will\nagree upon the insurance policies in which PKS is the lead named\ninsured which will be amended to substitute PKS Holdings as the\nlead named insured effective as of the Exchange Date. Each Party\nshall, at the reasonable request of another Party, take or cause\nto be taken, such other actions as may be necessary to effectuate\nsuch change.\n\n     (f)     By agreement dated November 30, 1992 (the 'Transfer\nAgreement'), Covent Vermont Insurance Company ('Covent'), then a\nsubsidiary of KDG, transferred to Global Surety and Insurance Co.\n('Global'), a subsidiary of KCG, all reinsurance business\nliabilities held by Covent ('Covent Liabilities'), in exchange\nfor certain cash payments and other consideration. It is the\nintent of the Parties to reverse the transfer of the Covent\nLiabilities, thereby returning to KDG all responsibility\noriginally held by Covent for the Covent Liabilities, and\nreleasing Global of any and all further liability and\nresponsibility for the Covent Liabilities. In this regard, the\nParties agree to work together to effect such reversal, effective\nas soon as possible.\n\n     (g)     Notwithstanding any other provision hereof, each\nGroup shall retain all rights of any insured party under each\ninsurance policy and insurance contract owned or maintained by\nPKS under which any member of such Group is a named insured,\nincluding any right of indemnity and the right to be defended by\nor at the expense of the insurer. Each Party shall pay its\nallocable share of any retrospectively-rated premiums arising out\nof any claims made by such Party under such insurance policies.\n\n     (h)     The Parties agree to cooperate and provide\nreasonable assistance to each other with regard to any dispute\nwith any third party (including insurers or third-party\nadministrators) regarding any matter related to any of the above\ninsurance policies.\n\n     5.11     Unresolved Matters. The Parties agree to negotiate\nin good faith and enter into on or before the Exchange Date,\nmutually acceptable agreements or arrangements with respect to\ncertain unresolved matters, including the matters described below\n(the 'Unresolved Matters'), and will amend and restate this\nAgreement to the extent necessary or desirable to conform with\nthose agreements or arrangements.  The unresolved matters\ninclude: (i) the lease by KDG of office space from KCG in the KCG\nheadquarters building at Kiewit Plaza, Omaha, Nebraska; (ii) the\nprovision by KCG of aircraft flight and maintenance services to\nKDG; (iii) the provision by KCG of interim stock registrar and\ntransfer agent services to PKS; (iv) the treatment of employees\nof KDG who are participants prior to the Exchange Date in the\n401(k) and profit sharing plans maintained by KCG; (v) the\nadministration of the Kiewit Royalty Trust; (vi) the ownership of\nKiewit Investment Management Corp. (vii) modifications to the\nmine management agreement dated January 8, 1992 by and between\nKiewit Coal Properties Inc. and Kiewit Mining Group Inc.; and\n(viii) administration of insurance claims with respect to\npolicies maintained for the benefit of both Business Groups prior\nto the Exchange Date.\n\n     5.12     Tax Allocation Agreement. The Parties agree to\nnegotiate in good faith and enter into the Tax Allocation\nAgreement on or before the Exchange Date.\n\n                                 ARTICLE VI\n                                INFORMATION\n\n     6.01     Access to Information.  (a) As soon as practicable\nfollowing the Exchange Date, and to the extent requested, each\nGroup shall provide to the other Group any documents, contracts,\nbooks, records and data (including but not limited to minute\nbooks, stock registers, stock certificates and documents of\ntitle) in its possession relating to such other Group or such\nother Group's business and affairs; provided that if any such\ndocuments, contracts, books, records or data relate to both\nGroups or the business and operations of both Groups, each such\nGroup shall provide to the other Group true and complete copies\nof such documents, contracts, books, records or data.\n\n             (b)     After the Exchange Date, each Group will\nafford to the other Group and to the other Group's\nRepresentatives reasonable access and duplicating rights during\nnormal business hours to all Information within such Group's\npossession relating to such other Group's businesses, insofar as\nsuch access is reasonably required by such other Group. In\naddition, PKS Holdings shall have access during such time to\nInformation of historical significance that relates to the\nConstruction Business.  Without limiting the foregoing,\nInformation may be requested under this Section for audit,\naccounting, claims, litigation and tax purposes, as well as for\npurposes of fulfilling disclosure and reporting obligations.\n\n     6.02     Production of Witnesses.  After the Exchange Date,\neach Group will use reasonable efforts to make available to the\nother Group its Representatives as witnesses to the extent that\nany such Person may reasonably be required in connection with any\nlegal, administrative or other proceedings in which the\nrequesting Party may from time to time be involved and will\notherwise cooperate with the other Group, to the extent\nreasonably required in connection with any such proceeding.\n\n     6.03     Retention of Records.  Except as otherwise required\nby law or agreed in writing, or as otherwise provided in the\nContinuing Agreements, each Group will retain, for a period of at\nleast ten years following the Distribution Date, all significant\nInformation in such Group's possession or under its control\nrelating to the business of the other Group and, after the\nexpiration of such ten year period, prior to destroying or\ndisposing of any such Information, (a) the Group proposing to\ndispose of or destroy any such Information shall provide no less\nthan 90 calendar days' prior written notice to the other Group,\nspecifying the Information proposed to be destroyed or disposed\nof, and (b) if, prior to the scheduled date for such destruction\nor disposal, the other Group requests in writing that any of the\nInformation proposed to be destroyed or disposed of be delivered\nto such other Group, the Group proposing to dispose of or destroy\nsuch Information promptly shall arrange for the delivery of the\nrequested Information to a location specified by, and at the\nexpense of, the requesting Group.\n\n     6.04     Reimbursement.  Each Group providing information or\nwitnesses to the other Group, or otherwise incurring any expense\nunder Section 6.01, 6.02 or 6.03, including costs and expenses\npaid to third parties for storage of Information on behalf of the\nother Group, will be entitled to receive from the other Group,\nupon the presentation of invoices therefor, payment for all out-\nof-pocket costs and expenses as may be reasonably incurred in\nproviding such information, witnesses or cooperation.\n\n     6.05     Confidentiality.  From and after the Exchange Date,\neach Group will hold, and shall use its reasonable best efforts\nto cause its Representatives to hold, in confidence all\nInformation concerning the other Party obtained by it prior to\nthe Exchange Date or furnished to it by such other Party pursuant\nto this Agreement or the Continuing Agreements, and will not\nrelease or disclose such Information to any other Person, except\nits Representatives, who will be bound by the provisions of this\nSection; provided, however, that each Group may disclose such\nInformation to the extent that (a) disclosure in the opinion of\nsuch Group's counsel, is required or advisable under applicable\nlaw (including the federal securities laws), or (b) such Group\ncan show that such Information was (i) available to such Group on\na nonconfidential basis prior to its disclosure by the other\nGroup, (ii) in the public domain through no fault of such Group\nor (iii) lawfully acquired by such Party from other sources after\nthe time that it was furnished to such Party pursuant to this\nAgreement or the Continuing Agreements.  Notwithstanding the\nforegoing, each Group will be deemed to have satisfied its\nobligations under this Section with respect to any Information if\nit exercises the same care with regard to such Information as it\ntakes to preserve confidentiality for its own similar\nInformation.\n\n                                ARTICLE VII\n                                 EXPENSES\n\n     7.01     General.  The Parties have agreed to allocate the\nfinancial burden of Covered Expenses 82.5% to the Diversified\nGroup and 17.5% to the Construction Group (the 'Expense Sharing\nRatio'), whether the Transaction is consummated or abandoned.\nAll other costs or expenses incurred by any Party in connection\nwith the Transaction will be borne by the Party incurring the\ncost or expense.\n\n     7.02     Covered Expenses.  (a) The following costs and\nexpenses incurred by any Party will be considered to be 'Covered\nExpenses':\n\n               (i)     fees and expenses of U.S. corporate\ncounsel to PKS, Willkie Farr &amp; Gallagher, Canadian corporate\ncounsel to PKS, Blake, Cassels &amp; Graydon, and Delaware counsel to\nPKS, Morris, Nichols, Arsht &amp; Tunnel, in each case to the extent\nallocated to the Transaction in accordance with Section 7.02(c);\n\n               (ii)     fees and expenses of U.S. tax counsel to\nPKS, Skadden Arps, Slate, Meagher &amp; Flom, Canadian tax counsel to\nPKS, Blake, Cassels &amp; Graydon, and Nebraska tax counsel to PKS,\nMcGrath, North, Mullin &amp; Kratz, P.C., in each case to the extent\nallocated to the Transaction in accordance with Section 7.02(c);\n\n               (iii)     fees and expenses of the certified\npublic accountants for PKS, Coopers &amp; Lybrand, to the extent\nallocated to the Transaction in accordance with Section 7.02(c);\n\n               (iv)     fees and expenses of Gleacher NatWest,\nfinancial advisor to PKS, incurred pursuant to the engagement\nletter of Gleacher NatWest dated as of June 1, 1997, to the\nextent allocated to the Transaction in accordance with Section\n7.02(c);\n\n               (v)     all registration fees or other similar\nexpenses payable to the SEC, any state securities commission, or\nthe Service, and all fees and expenses in connection with any\nfiling under the HSR Act;\n\n               (vi)     all costs and expenses incurred in\nconnection with the printing and distribution of the Joint\nProspectus\/Proxy Statement;\n\n               (vii)     all costs and expenses of the proxy\nsolicitation and the Special Meeting;\n\n               (viii)     a non-accountable cost allowance in an\namount to be mutually agreed upon by the Parties for costs and\nexpenses incurred by PKS Holdings in connection with the\nDebenture Loans; and\n\n               (ix)     a non-accountable cost allowance in an\namount to be mutually agreed upon by the Parties for costs and\nexpenses incurred by PKS Holdings in connection with certain\nloans to its Canadian shareholders.\n\n             (b)     The Parties acknowledge that certain of the\nfees and expenses of the advisors described in (i), (ii), (iii)\nand (iv) of Section 7.02(a) are to be incurred solely for the\naccount of certain of the Parties, and will not be considered to\nbe Covered Expenses.  Each such Advisor will allocate its fees\nand expenses between Covered Expenses and costs and expenses\nincurred solely for the account of one of the Parties, and such\nallocation will be binding on each of the Parties.\n\n     7.03     Actual Payment of Covered Expenses.  KCG will make\nactual payment of the Covered Expenses described in items (viii)\nand (ix) of Section 7.02(a).  KDG will make actual payment of all\nother Covered Expenses ('Other Covered Expenses').\n\n     7.04     Covered Expense True-Up.  KDG will prepare and\nsubmit to KCG, within 120 calendar days after the date of\nabandonment of the Transaction or the Exchange Date, as the case\nmay be, a schedule of the Other Covered Expenses, together with\nsuch supporting documentation with respect to the Other Covered\nExpenses as KCG reasonably requests.  Within five calendar days\nafter the submission of that schedule, KDG will pay KCG in cash\nan amount sufficient to ensure that the financial burden of the\nCovered Expenses has been allocated between KCG and KDG in\nproportion to the Expense Sharing Ratio.\n\n                              ARTICLE VIII\n                             MISCELLANEOUS\n\n     8.01     Complete Agreement.  This Agreement, the Exhibits\nand Schedules hereto and the agreements and other documents\nreferred to herein will constitute the entire agreement between\nthe Parties with respect to the subject matter hereof and will\nsupersede all previous negotiations, commitments and writings\nwith respect to such subject matter.\n\n     8.02     Survival of Agreements.  All covenants and\nagreements of the Parties contained in this Agreement will\nsurvive the Share Exchange.\n\n     8.03     Governing Law.  This Agreement will be governed by\nand construed in accordance with the laws of the State of\nNebraska (other than the laws regarding choice of laws and\nconflicts of laws) as to all matters, including matters of\nvalidity, construction, effect, performance and remedies.\n\n     8.04     Notices.  All notices, requests, claims, demands\nand other communications hereunder shall be in writing and shall\nbe given (and shall be deemed to have been duly given upon\nreceipt) by delivery in person, by cable telegram, telex or other\nstandard form of telecommunications, or by registered or\ncertified mail, postage prepaid, return receipt requested,\naddressed as follows:\n\n               If to PKS or KDG:\n\n               Vice President - Legal\n               Kiewit Diversified Group Inc.\n               Suite 200\n               3555 Farnam Street\n               Omaha, NE  68131\n\n          with a copy to:\n\n               President\n               Kiewit Diversified Group Inc.\n               Suite 200\n               3555 Farnam Street\n               Omaha, NE  68131\n\n               If to PKS Holdings:\n\n               General Counsel\n               Kiewit Construction Group Inc.\n               1000 Kiewit Plaza\n               Omaha, NE  68131\n\n          with a copy to:\n\n               President\n               Kiewit Construction Group Inc.\n               1000 Kiewit Plaza\n               Omaha, NE  68131\n\n     8.05     Amendment and Modifications.  This Agreement may be\namended, modified or supplemented, and any provision of this\nAgreement may be waived, only by a written agreement signed by\nall of the Parties.\n\n     8.06     Successors and Assigns; No Third-Party\nBeneficiaries.  This Agreement and all of the provisions hereof\nwill be binding upon and inure to the benefit of the Parties,\ntheir successors and permitted assigns, but neither this\nAgreement nor any of the rights, interest and obligations\nhereunder may be assigned by any Party without the prior written\nconsent of each of the other Parties (which consent shall not be\nunreasonably withheld). This Agreement is solely for the benefit\nof the Parties (and Indemnitees) and is not intended to confer\nany rights or remedies upon any other Persons.\n\n     8.07     Counterparts.  This Agreement may be executed in\ntwo or more counterparts, each of which will be deemed an\noriginal, but all of which together will constitute one and the\nsame instrument.\n\n     8.08     Interpretation.  (a) The Article and Section\nheadings contained in this Agreement are solely for the purpose\nof reference, are not part of the agreement of the Parties and\nshall not in any way affect the meaning or interpretation of this\nAgreement.\n\n             (b)     The Parties intend that the Share Exchange\nwill be a distribution pursuant to Section 355(a) and Section\n368(a)(1)(D) of the Code, and all provisions of this Agreement\nwill be so interpreted.\n\n     8.09     Legal Enforceability.  Any provision of this\nAgreement which is prohibited or unenforceable in any\njurisdiction will, as to such jurisdiction, be ineffective to the\nextent of such prohibition or unenforceability without\ninvalidating the remaining provisions hereof.  Any such\nprohibition or unenforceability in any jurisdiction will not\ninvalidate or render unenforceable such provision in any other\njurisdiction.  Each Party acknowledges that money damages would\nbe an inadequate remedy for any breach of the provisions of this\nAgreement and agrees that the obligations of the Parties under\nthis Agreement will be specifically enforceable.\n\n     8.10     Dispute Resolution.  Except to the extent that a\nParty seeks injunctive relief to enforce any particular provision\nof this Agreement, if, in the event of any dispute or controversy\narising out of this Agreement, its performance, or breach, the\nParties are unable to settle the dispute themselves, within\nthirty (30) calendar days after the dispute arises, then the\ndispute shall be referred for resolution by agreement between the\nChief Executive Officer of PKS Holdings and the President of PKS.\nIn the event that the foregoing officers are unable to resolve\nsuch dispute within thirty (30) calendar days, then the Parties\nshall be free to pursue any other rights or remedies to which\nthey may be entitled.\n\n     8.11     Schedules. All schedules referred to herein are a\npart of this Agreement as if fully set forth herein.\n\n     IN WITNESS WHEREOF, the Parties have caused this Agreement\nto be duly executed as of the date first above written.\n\n                                        PETER KIEWIT SONS', INC.\n\n\n                                        By \/s\/ Walter Scott, Jr.\n                                           Walter Scott, Jr., President\n\n                                        KIEWIT DIVERSIFIED GROUP INC.\n\n                                        By \/s\/ James Q. Crowe\n                                           James Q. Crowe, President\n\n                                        PKS HOLDINGS, INC.\n\n                                        By \/s\/ Kenneth E. Stinson\n                                           Kenneth E. Stinson, President\n\n                                        KIEWIT CONSTRUCTION GROUP INC.\n\n\n                                        By \/s\/ Kenneth E. Stinson\n                                           Kenneth E. Stinson, President\n\n\n                      SEPARATION AGREEMENT SCHEDULES\n\nThe schedules listed below, dated March 31, 1998 \n('Schedules'), are attached to the Separation \nAgreement by and among Peter Kiewit Sons', Inc., Kiewit \nDiversified Group Inc., PKS Holdings, Inc. and Kiewit \nConstruction Group Inc. dated as of December 8, 1997, \nas amended pursuant to a March 18, 1998 Amendment to \nSeparation Agreement (as amended, the 'Separation \nAgreement'). Subsequent to the execution of the \nSeparation Agreement, KDG changed its name to Level 3 \nCommunications, Inc. and merged into Peter Kiewit \nSons', Inc., and Peter Kiewit Sons', Inc. changed its \nname to Level 3 Communications, Inc. In addition, PKS \nHoldings, Inc. changed its name to Peter Kiewit Sons', \nInc. For purposes of these Schedules, the Parties \nidentities prior to such transactions shall be \npreserved. Capitalized terms used in the Schedules \nshall have the meanings specified in the Separation \nAgreement.<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8048],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9622,9628],"class_list":["post-43588","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-level-3-communications-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43588","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43588"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43588"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43588"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43588"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}