Bain Capital Fund VI LP – ‘SC 13D/A’ on 2/28/02 re: US Lec LLC

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment #1                              9     41K 
 2: EX-4        Irrevocable Power of Attorney                          4     13K 

SC 13D/A   —   Schedule 13D Amendment #1
Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

------------- 

SCHEDULE 13D
(Rule 13d-101)

 UNDER THE SECURITIES EXCHANGE ACT OF 1934
  (Amendment No. 1)/1/

US LEC Corp.
 ---------------------------------------------------

Class A Common Stock, $.01 par value
 ---------------------------------------------------
(Title of Class of Securities)

 90331S 10 9
 ---------------------------------------------------
(CUSIP Number)

Ann Marie Viglione, Controller
 111 Huntington Avenue
 Boston, Massachusetts 02199
(617) 516-2000
 ---------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

August 6, 2001
 ---------------------------------------------------
 (Date of Event Which Requires Filing of This Statement)

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing 
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]   

     Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to  
be sent.                                                                        

(Continued on following pages)

(Page 1 of 13 Pages)

__________________________                                                      

  /1/ 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 or otherwise subject to the liabilities of that section of the Act  
but shall be subject to allother provisions of the Act (however, see the Notes).

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---------------------------                          ---------------------------

CUSIP No. 90331S 10 9                 13D                    Page 2 of 13 Pages 

---------------------------                          ---------------------------

--------------------------------------------------------------------------------
1.        NAME OF REPORTING PERSONS                                             
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS         
Bain Capital Fund VI, L.P.                          
EIN No.: 04-3405560                                 

--------------------------------------------------------------------------------

2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                     
                                                                 (a)   [_]

                                                                 (b)   [_]
--------------------------------------------------------------------------------

3.        SEC USE ONLY                                                          

--------------------------------------------------------------------------------

4.        SOURCE OF FUNDS*                                                      

WC                                                          
--------------------------------------------------------------------------------
5.                                                                              
       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED        [_]
PURSUANT TO ITEM 2(d) or 2(e)                               
--------------------------------------------------------------------------------
6.        CITIZENSHIP OR PLACE OF ORGANIZATION                                  
Delaware                                              
--------------------------------------------------------------------------------
7.      SOLE VOTING POWER 
     NUMBER OF                    3,122,617 shares of Class A Common Stock
SHARES                      held as of August 6 , 2001        
   BENEFICIALLY                   3,374,876 shares of Class A Common Stock
OWNED BY                     held as of February 25, 2002       
                           -----------------------------------------------------
EACH                                                        
REPORTING          8.      SHARED VOTING POWER                  
PERSON                    0                                   
          WITH             -----------------------------------------------------

    9.      SOLE DISPOSITIVE POWER
                                  3,122,617 shares of Class A Common Stock
                                    held as of August 6, 2001 3,374,876 shares
                                     of Class A Common Stock held as of February
  25, 2002
                           -----------------------------------------------------

      10.     SHARED DISPOSITIVE POWER
0         
--------------------------------------------------------------------------------
11.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          
          3,122,617 shares of Class A Common Stock held as of August 6, 2001
        3,374,876 shares of Class A Common Stock held as of February 25,
2002                                                    
--------------------------------------------------------------------------------
12.                                                                             
       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  [_]
SHARES*                                                     
--------------------------------------------------------------------------------
13.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    
10.70 % as of August 6, 2001                                
11.46 % as of February 25, 2002                             
--------------------------------------------------------------------------------
14.       TYPE OF REPORTING PERSON*                                             
PN                                  
--------------------------------------------------------------------------------

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This Schedule 13D/A constitutes the first amendment to the Schedule 13D         
originally filed by the Reporting Person with the Securities and Exchange       
Commission on February 20, 2001 with respect to the Class A Common Stock of US  
LEC Corp. (the "Company"). Except as specifically amended by this Schedule      
13D/A, the original Schedule 13D remains in full force and effect.              

Information given in response to each item shall be deemed incorporated by      
reference in all other items.                                                   

Item 2.    Identity and Background.                                             

    (a) This Statement is being filed by Bain Capital Fund VI, L.P., a
Delaware limited partnership (either "Fund VI" or the "Reporting Person") in its
                             -------          ----------------
capacity as Administrative Member of Bain Capital CLEC Investors, L.L.C., a     
Delaware limited liability company ("CLEC Investors").                          
        --------------

    Other Members of CLEC Investors affiliated with Fund VI who may be
deemed to be beneficial owners of the securities covered by this Statement      
include the following: (1) Bain Capital VI Coinvestment Fund, L.P., a Delaware  
limited partnership ("Coinvestment Fund"), (2) BCIP Associates II, a Delaware   
-----------------                   
general partnership ("BCIP II"), (3) BCIP Associates II-B, a Delaware general   
-------                             
partnership ("BCIP II-B"), (4) BCIP Associates II-C, a Delaware general         
---------                                           
partnership ("BCIP II-C"), (5) BCIP Trust Associates II, a Delaware general     
---------                                           
partnership ("BCIP Trust II"), (6) BCIP Trust Associates II-B, a Delaware       
-------------                                       
general partnership ("BCIP Trust II-B" and together with BCIP II, BCIP II-B,    
---------------                     
BCIP II-C, and BCIP Trust II, the "BCIP Entities"), (7) Brookside Capital       
   -------------
Partners Fund, L.P., a Delaware limited partnership ("Brookside"), (8) Sankaty  
                                     ---------
High Yield Asset Partners, L.P., a Delaware limited partnership ("Sankaty"), (9)
                                                           -------
Sankaty High Yield Partners II, L.P., a Delaware limited partnership ("Sankaty  
                                                                     -------
II") and (10) PEP Investments PTY Ltd., an Australian company limited by shares 
--                                                                              
organized under the laws of New South Wales ("PEP" and together with Fund VI    
               ---
Coinvestment Fund, the BCIP Entities, Brookside, Sankaty, Sankaty II, the "CLEC 
                                                                          ----
Members").                                                                      
-------                                                                         

       Bain Capital Partners VI, L.P., a Delaware limited partnership ("Bain
                                                                        ----
Partners VI") is the sole general partner of each of Fund VI and Coinvestment   
-----------                                                                     
Fund. Bain Capital Investors, LLC, a Delaware limited liability company ("Bain  
                                                                        ----
Investors") is the sole general partner of Bain Partners VI and is the sole     
---------                                                                       
managing partner of each of the BCIP Entities.                                  

     Brookside Capital Investors, L.P., a Delaware limited partnership
("Brookside Investors") is the sole general partner of Brookside. Brookside     
-------------------                                                         
Capital Management, LLC, a Delaware limited liability company ("Brookside       
                                                         ---------
Management"), is the sole general partner of Brookside Investors. Mr. Roy Edgar 
----------                                                                      
Brakeman, III is the sole managing member of Brookside Management and thus is   
the controlling person of Brookside Management.                                 

       Sankaty High Yield Asset Investors, LLC, a Delaware limited liability
company ("Sankaty LLC") is the sole general partner of Sankaty. Sankaty         
-----------                                                 
Investors, LLC, a Delaware limited liability company ("Sankaty Investors") is   
                                               -----------------
the sole managing member of Sankaty LLC. Mr. Jonathan S. Lavine is the sole     
managing member of Sankaty Investors and is thus the controlling person of      
Sankaty Investors.                                                              

Sankaty High Yield Asset Investors II, LLC, a Delaware limited
liability company ("Sankaty II LLC") is the sole general partner of Sankaty II. 
--------------                          
Sankaty Investors II, LLC, a Delaware limited liability company ("Sankaty       
                                                           -------
Investors II") is the sole managing member of                                   
------------                                                                    

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Sankaty II LLC. Mr. Lavine is the sole managing member of Sankaty Investors and 
is thus the controlling person of Sankaty Investors II.                         

    By an Irrevocable Power of Attorney dated May 25, 2001, which is
attached as Exhibit 4 hereto, PEP has appointed Bain Investors and each of its  
officers its attorneys-in-fact, with full power and authority to act, with      
respect to certain matters, including the right to vote and dispose of          
securities owned by PEP.                                                        

       (b) The principal business address of each of the Reporting Person,
the CLEC Members, Bain Partners VI, Bain Investors, Brookside Investors,        
Brookside Management, Sankaty LLC, Sankaty Investors, Sankaty II LLC, Sankaty   
Investors II, Mr. Brakeman and Mr. Lavine is 111 Huntington Avenue, Boston,     
Massachusetts 02199. The principal business address of PEP is Level 34, The     
Chifley Tower, 2 Chifley Square, Sydney, New South Wales, Australia.            

          (c) The principal business of each of Fund VI and Coinvestment Fund is
that of an investment limited partnership. The principal business of Bain       
Partners VI is that of general partner of Fund VI and Coinvestment Fund.        

     The principal business of the BCIP Entities is that of investment
general partnerships.                                                           

          The principal business of Bain Investors is that of general partner of
Bain Partners VI and certain other entities, and ultimate general partner of    
each of Fund VI and Coinvestment Fund, and that of a managing partner of each of
the BCIP Entities.                                                              

        The principal business of Brookside is that of an investment limited
partnership. The principal business of Brookside Investors is that of general   
partner of Brookside. The principal business of Brookside Management is that of 
general partner of Brookside Investors and ultimate general partner of          
Brookside. The principal occupation of Mr. Brakeman is that of a Managing       
Director of Brookside Capital, LLC.                                             

      The principal business of Sankaty is that of an investment limited
partnership. The principal business of Sankaty LLC is that of general partner of
Sankaty. The principal business of Sankaty Investors is that of managing member 
of Sankaty LLC and ultimate general partner Sankaty. The principal occupation of
Mr. Lavine is that of a Managing Director of Sankaty Advisors, LLC.             

         The principal business of Sankaty II is that of an investment limited
partnership. The principal business of Sankaty II LLC is that of general partner
of Sankaty II. The principal business of Sankaty Investors II is that of        
managing member of Sankaty II LLC and ultimate general partner of Sankaty II.   

     The principal business of PEP is that of an Australian investment
company limited by shares.                                                      

          (d) None of the Reporting Person, CLEC Members, Bain Partners VI, Bain
Investors, Brookside Investors, Brookside Management, Sankaty LLC, Sankaty      
Investors, Sankaty II LLC,                                                      

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         Sankaty Investors II, Mr. Brakeman or Mr. Lavine has, during the last
five years, been convicted in a criminal proceeding (excluding traffic          
violations or similar misdemeanors).                                            

          (e) None of the Reporting Person, CLEC Members, Bain Partners VI, Bain
Investors, Sankaty LLC, Sankaty Investors, Sankaty II LLC, Sankaty Investors II,
Brookside Investors, Brookside Management, Mr. Brakeman or Mr. Lavine has,      
during the last five years, 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.       

          (f) Each of the Reporting Person, CLEC Members, Bain Partners VI, Bain
Investors, Brookside Investors, Brookside Management, Sankaty LLC, Sankaty      
Investors, Sankaty II LLC, Sankaty Investors II is organized under the laws of  
the State of Delaware. Mr. Brakeman and Mr. Lavine are each a citizen of the    
United States.                                                                  

     PEP is organized under the laws of the New South Wales Australia.

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

CLEC Investors is a party to a Stock Purchase Agreement (the
"Agreement"), dated as of April 11, 2000, previously filed with the Commission, 
---------                                                                     
via EDGAR, by and among the Company and the Persons listed on Schedule 1        
attached thereto. As of the date of the Agreement, CLEC Investors purchased     
100,000 shares of Series A Convertible Preferred Stock (the "Preferred Stock")  
                                                         ---------------
using the working capital of its Members. As of August 6, 2001, CLEC Investors  
had received an additional 7,728 shares of Preferred Stock through paid in kind 
dividends which accrued on a quarterly basis for a total amount of 107,728      
shares of Preferred Stock. As of February 25, 2002, CLEC Investors has received 
an additional 3,256 shares of Preferred Stock through paid in kind dividends    
which accrued on a quarterly basis for a total amount of 110,984 shares of      
Preferred Stock.                                                                

        The 107,728 shares of Preferred Stock held as of August 6, 2001 were
convertible into 3,122,617 shares of Class A Common Stock (the "Class A Common  
                                                              --------------
Stock" or "Common Stock") based on a purchase price of $1,000.00 and a          
-----      ------------                                                         
conversion price of $34.4994. The 110,984 shares of Preferred Stock held as of  
February 25, 2002 are presently convertible into 3,374,876 shares of Common     
Stock based on a purchase price of $1,000.00 and a conversion price of $32.8855.
The Reporting Person did not borrow any funds to effectuate the transaction     
whereby the Reporting Person received securities which are the subject of this  
filing on Schedule 13D/A and plans to use the working capital of its Members at 
such time as it converts its shares of Preferred Stock to Common Stock.         

Item 5.    Interest in Securities of the Company.                               

(a) and (b) The Reporting Person, by virtue of its role as  
Administrative Member of CLEC Investors, may be deemed to own all 110,984 shares
of Series A Preferred Stock ("Preferred Stock") held by CLEC Investors (107,728 
---------------     
shares as of August 6, 2001), which is                                          

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convertible into 3,374,876 shares or 11.46% (3,122,617 shares or 10.70% as of   
August 6, 2001) of the Company's outstanding Class A Common Stock ("Common      
                                                              ------
Stock") based on 26,063,258 shares outstanding (26,063,259 shares as of August  
-----                                                                           
6, 2001) as stated in the Company's quarterly report on Form 10-Q for the       
quarter ending September 30, 2001, filed with the Commission on November 14,    
2001. The Reporting Person disclaims beneficial ownership of all but the 47,333 
shares of Preferred Stock convertible into 1,439,321 shares or 5.23% of the     
Company's outstanding Common Stock (45,944 shares of Preferred Stock convertible
into 1,331,737 shares or 4.86% of Common Stock as of August 6, 2001) in which it
holds a pecuniary interest. The other CLEC Members may be deemed to beneficially
own Common Stock of the Company based on their pro-rata share of membership     
interests in CLEC Investors.                                                    

     Each of Fund VI and Coinvestment Fund act by and through its sole
general partner, Bain Partners VI. Bain Partners VI acts by and through its sole
general partner, Bain Investors. Each of the BCIP Entities acts by and through  
its managing partner, Bain Investors. PEP acts by and through Bain Investors, by
power-of-attorney.                                                              

         The Coinvestment Fund, by virtue of its membership in CLEC Investors,
may be deemed to hold 52,520 shares of Preferred Stock convertible into         
1,597,066 shares of Common Stock, representing 5.77% of Common Stock of the     
Company (50,979 shares of Preferred Stock convertible into 1,477,691 shares or  
5.37% of Common Stock as of August 6, 2001).                                    

    Bain Partners VI, as the sole general partner of Fund VI and the
Coinvestment Fund, may be deemed to share voting and dispositive power with     
respect to at least 3,036,387 shares of Common Stock, representing 10.43% of the
Company's Common Stock (2,809,428 shares or 9.73% of Common Stock as of August  
6, 2001), and as many as 3,374,876 shares of Common Stock representing 11.46% of
the Company's Common Stock (3,122,617 shares or 10.70% of Common Stock as of    
August 6, 2001). The filing of this statement by Bain Partners VI shall not be  
construed as an admission that Bain Partners VI is, for the purposes of Section 
13(d) of the Exchange Act, the beneficial owner of such shares held by Fund VI  
and the Coinvestment Fund.                                                      

       The BCIP Entities, by virtue of their membership in CLEC Investors,
may be deemed to beneficially own 4,345 shares of Preferred Stock, convertible  
into 132,126 shares or 0.50% of the Company's Common Stock (4,218 shares of     
Preferred Stock convertible into 122,250 shares or 0.47% of Common Stock as of  
August 6, 2001). BCIP II may be deemed to beneficially own 2,881 shares of      
Preferred Stock convertible into 87,598 shares of Common Stock, or 0.33% of     
Common Stock of the Company (2,796 shares of Preferred Stock convertible into   
81,051 shares or 0.31% of Common Stock as of August 6, 2001). BCIP Trust II may 
be deemed to beneficially own 348 shares of Preferred Stock convertible into    
10,597 shares of Common Stock, or 0.04% of Common Stock of the Company (338     
shares of Preferred Stock convertible into 9,805 shares or 0.04% of Common Stock
as of August 6, 2001). BCIP II-B may be deemed to beneficially own 468 shares of
Preferred Stock convertible into 14,235 shares of Common Stock, or 0.05% of     
Common Stock of the Company (454 shares of Preferred Stock convertible into     
13,171 shares or 0.05% of Common Stock as of August 6, 2001). BCIP Trust II-B   
may be deemed to beneficially own 173 shares of Preferred Stock convertible into
5,251 shares of Common Stock, or 0.02% of Common Stock of the Company (168      
shares of Preferred Stock convertible into 4,859 shares or 0.02% of Common Stock
as of August 6, 2001). BCIP II-C may be deemed to beneficially own              

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475 shares of Preferred Stock convertible into 14,444 shares of Common Stock, or
0.06% of Common Stock of the Company (461 shares of Preferred Stock convertible 
into 13,365 shares or 0.05% of Common Stock as of August 6, 2001).              

        PEP, by virtue of its membership in CLEC Investors, may be deemed to
beneficially own 158 shares of Preferred Stock convertible into 4,799 shares of 
Common Stock or 0.02% of the Company's Common Stock (153 shares of Preferred    
Stock convertible into 4,440 shares or 0.02% of Common Stock as of August 6,    
2001).                                                                          

       Bain Investors, as the sole general partner of Bain Partners VI, as
the managing partner of the BCIP Entities and as Attorney-in-Fact for PEP, may  
be deemed to share voting and dispositive power with respect to at least        
3,173,312 shares of Common Stock representing 10.85% of the Company's Common    
Stock (2,936,118 shares or 10.12% of the Common Stock as of August 6, 2001) and 
as many as 3,374,876 shares of Common Stock representing 11.46% of the Company's
Common Stock (3,122,617 shares or 10.70% of Common Stock as of August 6, 2001), 
which may be deemed to be held by Fund VI, Coinvestment Fund, the BCIP Entities 
and PEP by virtue of their membership in CLEC Investors. The filing of this     
statement shall not be construed as an admission that Bain Investors is, for the
purpose of Section 13(d) of the Exchange Act, the beneficial owner of such      
shares held by Fund VI, the Coinvestment Fund, the BCIP Entities and PEP.       

    Brookside, by virtue of its membership in CLEC Investors, may be
deemed to beneficially own 3,865 shares of Preferred Stock convertible into     
117,530 shares or 0.45% of the Company's Common Stock (3,752 shares of Preferred
Stock convertible into 108,745 shares or 0.42% of Common Stock as of August 6,  
2001). Brookside acts by and through its general partner, Brookside Investors.  
Brookside Investors acts by and through its general partner, Brookside          
Management. Brookside Management acts by and through its sole managing member,  
Mr. Brakeman. Mr. Brakeman, as the sole managing member of Brookside Management,
Brookside Management, as the sole general partner of Brookside Investors, and   
Brookside Investors, as the general partner of Brookside, may be deemed to share
voting and dispositive power with respect to 117,530 shares of Common Stock     
representing 0.45% of the Company's Common Stock, which may be deemed to be held
by Brookside by virtue of its membership in CLEC Investors (108,745 shares or   
0.42% of Common Stock as of August 6, 2001). The filing of this statement shall 
not be construed as an admission that Brookside Investors, Brookside Management 
and Mr. Brakeman are, for the purpose of Section 13(d) of the Exchange Act, the 
beneficial owners of such shares held by Brookside.                             

         Sankaty, by virtue of its membership in CLEC Investors, may be deemed
to beneficially own 552 shares of Preferred Stock convertible into 16,790 shares
or 0.06% of the Company's Common Stock (536 shares of Preferred Stock           
convertible into 15,535 shares or 0.06% of Common Stock as of August 6, 2001).  
Sankaty acts by and through its general partner, Sankaty LLC. Sankaty LLC acts  
by and through its managing member, Sankaty Investors. Sankaty Investors acts by
and through its sole managing member, Mr. Lavine. Mr. Lavine, as sole managing  
member of Sankaty Investors, Sankaty Investors, as the sole managing member of  
Sankaty LLC, and Sankaty LLC, as the sole general partner of Sankaty, may be    
deemed to share voting and dispositive power with respect to 16,790 shares of   
Common Stock representing                                                       

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0.06% of the Company's Common Stock, which may be deemed to be held by Sankaty  
by virtue of its membership in CLEC Investors (15,535 shares or 0.06% of Common 
Stock as of August 6, 2001). The filing of this statement shall not be construed
as an admission that Sankaty LLC, Sankaty Investors and Mr. Lavine are, for the 
purpose of Section 13(d) of the Exchange Act, the beneficial owners of such     
shares held by Sankaty.                                                         

     Sankaty II, by virtue of its membership in CLEC Investors, may be
deemed to beneficially own 1,656 shares of Preferred Stock convertible into     
50,370 shares or 0.19% of the Company's Common Stock (1,608 shares of Preferred 
Stock convertible into 46,605 shares or 0.18% of Common Stock as of August 6,   
2001). Sankaty II acts by and through its general partner, Sankaty II LLC.      
Sankaty II LLC acts by and through its managing member, Sankaty Investors II.   
Sankaty Investors II acts by and through its sole managing member, Mr. Lavine.  
Mr. Lavine, as sole managing member of Sankaty Investors II, Sankaty Investors  
II, as sole managing member of Sankaty II LLC, and Sankaty II LLC, as the sole  
general partner of Sankaty II, may be deemed to share voting and dispositive    
power with respect to 50,370 shares of Common Stock representing 0.19% of the   
Company's Common Stock, which may be deemed to be held by Sankaty II by virtue  
of its membership in CLEC Investors (46,605 shares or 0.18% of Common Stock as  
of August 6, 2001). The filing of this statement shall not be construed as an   
admission that Sankaty II LLC, Sankaty Investors II and Mr. Lavine are, for     
purposes of Section 13(d) of the Exchange Ave, the beneficial owners of such    
shares.                                                                         

      (c) On August 6, 2001, Richard T. Aab, the Company's Chairman, and
Tansukh V. Ganatra, the Company's Vice Chairman, converted 14,059,500 shares of 
Class B Common Stock into the same number of shares of Class A Common Stock . As
a result, the number of issued and outstanding shares of Class A Common Stock   
more than doubled, to approximately 26,063,000 shares. As a result of that      
increase, the percentage of outstanding Common Stock represented by the 107,728 
shares of Preferred Stock held by CLEC Investors as of August 6, 2001, which was
convertible into 3,122,617 shares of Common Stock, decreased from approximately 
20.64% to approximately 10.70%.                                                 

Item 7.    Material to be Filed as Exhibits.                                    

1. Irrevocable Power of Attorney, dated May 25, 2001, which is attached as  
Exhibit 4 hereto.                                                               

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SIGNATURES

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

Dated: February 28, 2002                                                        

BAIN CAPITAL FUND VI, L.P.    
                         By: Bain Capital Partners VI, L.P., its general partner
                            By: Bain Capital Investors, LLC, its general partner

By /s/ Michael Krupka   
                     ---------------------------------------
Michael Krupka    
Managing Director 

Page 9 of 13 pages

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/28/02		9					4
		2/25/02		2		5
		11/14/01		6					10-Q
		9/30/01		6					10-Q
		8/6/01		1		8			10-Q
		5/25/01		4		8
		2/20/01		3					SC 13D
		4/11/00		5					8-K
									List all Filings