##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
   Form 10-K/A
 AMENDMENT NO. 1
 TO
  þ


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    December 31, 2005   Commission
    file number
    001-32588
   Covad Communications Group,
    Inc.
   Incorporated in
    Delaware

I.R.S. Employer Identification
    No.: 77-0461529   110 Rio
    Robles, San Jose, California 95134(408) 952-6400
  Securities registered pursuant to Section 12(b) of the
    Act:
    None
  Securities registered pursuant to Section 12(g) of the
    Act:
    Common Stock, par value $0.001 per share
    Stock Purchase Rights Pursuant To Rights Agreement
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K.  Yes þ o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
    þ o




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##### 



EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K




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##### 



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  Exhibits. Form 10-K.
  EXHIBIT INDEX
  ExhibitNumber

Description2
.1(1)

Plan: First Amended Plan of
    Reorganization, as Modified, of Covad Communications Group, Inc.
    dated November 26, 2001.2
.2(2)

Order Pursuant to
    Section 1129 of the Bankruptcy Code Confirming the
    Debtors First Amended Chapter 11 Plan of
    Reorganization, as Modified (Docket No. 214).2
.3(3)

Agreement and Plan of Merger,
    dated as of March 2, 2004, among Covad Communications
    Group, Inc., Covad Communications Investment Corp., GoBeam, Inc.
    and Eduardo Briceno, as Representative.2
.4(4)

Agreement and Plan of Merger,
    dated as of October 4, 2005, among Covad Communications
    Group, Inc., Windtalker Acquisition Corp., NextWeb, Inc.
    and Ghia Griarte as Representative.3
.1(5)

Amended and Restated Certificate
    of Incorporation.3
.2(6)

Certificate of Amendment of
    Certificate of Incorporation of the Registrant filed on
    July 14, 2000.3
.3(7)

Certificate of Amendment of
    Certificate of Incorporation of the Registrant filed on
    December 20, 2001.3
.4(8)

Amended and Restated Bylaws, as
    currently in effect.4
.1(9)

Indenture, dated as of
    March 10, 2004 between the Registrant and The Bank of New
    York, as Trustee.4
.2(9)

Resale Registration Rights
    Agreement, dated as of March 10, 2004 among the Registrant
    and Banc of America Securities LLC.4
.3(9)

Form of Debenture for the
    Registrants 3% Convertible Senior Debentures due 2024.4
.4(10)

Stockholder Protection Rights
    Agreement dated February 15, 2000.4
.5(11)

Amended and Restated Stockholder
    Protection Rights Agreement, dated as of November 1, 2001.10
.1(12)

Form of Indemnification Agreement
    entered into between the Registrant and each of the
    Registrants executive officers and directors.10
.2(13)

1998 Employee Stock Purchase Plan
    and related agreements.10
.3(14)

1997 Stock Plan and related option
    agreement, as currently in effect.10
.22(15)

Stock Purchase Agreement between
    SBC Communications Inc. and Covad Communications
    Group, Inc., dated September 10, 2000.10
.23(16)

Resale and Marketing Agreement
    between SBC Communications Inc. and Covad Communications Group,
    Inc., dated September 10, 2000.10
.24(17)

Credit Agreement dated as of
    November 12, 2001 by and between Covad Communications
    Group, Inc. and SBC Communications Inc.10
.25(18)

Resale Agreement dated as of
    November 12, 2001 by and among SBC Communications Inc.,
    Covad Communications Group, Inc., Covad Communications Company,
    DIECA Communications Company and Laser Link.net, Inc.10
.26(19)

Term Loan Note dated
    December 20, 2001 made by Covad Communications Group, Inc.
    in favor of SBC Communications Inc.10
.27(20)

Deed of Trust, Assignment of
    Leases and Rents, Security Agreement and Financing Statement
    dated effective as of December 20, 2001 made by DIECA
    Communications, Inc. in favor of Title Associates of
    Virginia, Inc., for the benefit of SBC Communications Inc.10
.28(21)

Pledge Agreement dated as of
    December 20, 2001 made by Covad Communications Group, Inc.
    to SBC Communications Inc.10
.30(22)

Security Agreement dated as of
    December 20, 2001 made by Covad Communications Company in
    favor of SBC Communications Inc.10
.31(23)

Intellectual Property Security
    Agreement dated as of December 20, 2001 made by Covad
    Communications Company in favor of SBC Communications Inc. 1




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##### 



ExhibitNumber

Description10
.32(24)

Subsidiary Guaranty dated as of
    December 20, 2001 made by Covad Communications Company in
    favor of and for the benefit of SBC Communications Inc.10
.33(25)

Capital Markets Debt Subordination
    Provisions.10
.34(26)

General Unsecured Debt
    Subordination Agreement.10
.35(27)

Form of Warrant to Purchase Common
    Stock Issued by the Registrant on September 3, 2002 to
    America Online, Inc.10
.36(28)

Form of Warrant to Purchase Common
    Stock Issued by the Registrant on January 1, 2003 to
    AT&T Corp.10
.37(29)

Covad Communications Group, Inc.,
    2003 Employee Stock Purchase Plan, as amended.10
.38(30)

Covad Communications Group, Inc.
    Executive Severance Plan and Summary Plan Description.10
.39(31)

General Release of All Claims
    executed by Anjali Joshi.10
.40(32)

Letter Agreement between Covad
    Communications and Charles Hoffman dated May 29, 2001.10
.41(33)

Lease Agreement for 110 Rio
    Robles, San Jose, California, between Covad Communications
    and CarrAmerica Realty Corporation dated August 6, 2003.10
.43(34)

Change in Control Agreement
    between Covad Communications Group, Inc. and Charles E. Hoffman.10
.46(35)

Change in Control Agreement
    between Covad Communications Group, Inc. and James A. Kirkland.10
.48(36)

Change in Control Agreement
    between Covad Communications Group, Inc. and David McMorrow.10
.50(37)

Change in Control Agreement
    between Covad Communications Group, Inc. and Chris Dunn.10
.51(38)

Indemnification Agreement between
    Covad Communications Group, Inc. and Chris Dunn.10
.52(39)

General Release of All Claims by
    and between Covad Communications Group, Inc. and
    Mark Richman.10
.53(40)

First Amendment to Lease by and
    between Covad Communications Company and CarrAmerica Realty
    Operating Partnership, L.P. dated July 27, 2005.10
.54(41)

Indemnification Agreement between
    Covad Communications Group, Inc. and Lisa Hook.10
.55(42)

Transition Agreement between Covad
    Communications Group, Inc. and Patrick Bennett.10
.56(43)

Transition Agreement between Covad
    Communications Group, Inc. and Andrew Lockwood.10
.57(44)

Transition Agreement between Covad
    Communications Group, Inc. and P. Michael Hanley.21
.1

Subsidiaries of the Registrant.23
.1

Consent of PricewaterhouseCoopers
    LLP, Independent Registered Public Accounting Firm.23
.2

Consent of Ernst & Young
    LLP, Independent Registered Public Accounting Firm.24
.1

Power of Attorney (incorporated in
    the signature page herein).31
.1

Certification Pursuant to
    Rule 13a-14(a).31
.2

Certification Pursuant to
    Rule 13a-14(a).32
.1*

Certification Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act of 2002.32
.2*

Certification Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act of 2002.     *
    
    These certifications accompany the Registrants Annual
    Report on Form
    10-K and are
    not deemed filed with the SEC.
    
    Incorporated by reference to the like-numbered exhibit filed
    with Registrants Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005 filed with the
    Securities and Exchange Commission on March 1, 2006.  (1)
    
    Incorporated by reference to the exhibit of corresponding number
    filed with our current report on
    Form 8-K
    as originally filed on December 28, 2001.(2)
    
    Incorporated by reference to Exhibit 99.12 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(3)
    
    Incorporated by reference to Exhibit 2.1 filed with our
    quarterly report on
    Form 10-Q
    as originally filed on May 17, 2004. 2




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##### 



(4)
    
    Incorporated by reference to Exhibit 2.1 filed with our
    current report on
    Form 8-K
    as originally filed on October 7, 2005.(5)
    
    Incorporated by reference to Exhibit 3.2 filed with our
    registration statement on
    Form S-1/A
    (No. 333-38688)
    as originally filed on July 17, 2000 and as subsequently
    amended.(6)
    
    Incorporated by reference to Exhibit 3.5 filed with our
    registration statement on
    Form S-1/A
    (No. 333-38688)
    as originally filed on July 17, 2000 and as subsequently
    amended.(7)
    
    Incorporated by reference to Exhibit 3.3 filed with our
    Annual Report on
    Form 10-K
    as filed on March 29, 2002.(8)
    
    Incorporated by reference to Exhibit 3.1 of our current
    report on Form
    8-K as
    originally filed on November 2, 2005.(9)
    
    Incorporated by reference to the exhibit of corresponding number
    filed with our quarterly report on
    Form 10-Q
    as originally filed on May 17, 2004.(10)
    
    Incorporated by reference to Exhibit 4.1 filed with our
    current report on
    Form 8-A
    as originally filed on February 22, 2000 and as
    subsequently amended.(11)
    
    Incorporated by reference to Exhibit 4.1 filed with our
    current report on
    Form 8-K
    as originally filed on December 14, 2001.(12)
    
    Incorporated by reference to Exhibit 10.1 filed with our
    registration statement on
    Form S-1
    (No. 333-63899)
    as originally filed on September 21, 1998 and as
    subsequently amended.(13)
    
    Incorporated by reference to Exhibit 10.2 filed with our
    Annual Report on
    Form 10-K
    as filed on March 29, 2002.(14)
    
    Incorporated by reference to Exhibit 10.3 filed with our
    Annual Report on
    Form 10-K
    as filed on March 29, 2002.(15)
    
    Incorporated by reference to Exhibit 4.1 filed with our
    current report on
    Form 8-K
    as originally filed on September 12, 2000 and as
    subsequently amended.(16)
    
    Incorporated by reference to Exhibit 4.2 filed with our
    current report on
    Form 8-K
    as originally filed on September 12, 2000 and as
    subsequently amended.(17)
    
    Incorporated by reference to Exhibit 10.2 filed with our
    quarterly report on
    Form 10-Q
    as originally filed on November 14, 2001.(18)
    
    Incorporated by reference to Exhibit 10.1 filed with our
    quarterly report on
    Form 10-Q
    as originally filed on November 14, 2001.(19)
    
    Incorporated by reference to Exhibit 99.4 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(20)
    
    Incorporated by reference to Exhibit 99.5 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(21)
    
    Incorporated by reference to Exhibit 99.6 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(22)
    
    Incorporated by reference to Exhibit 99.7 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(23)
    
    Incorporated by reference to Exhibit 99.8 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(24)
    
    Incorporated by reference to Exhibit 99.9 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(25)
    
    Incorporated by reference to Exhibit 99.10 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(26)
    
    Incorporated by reference to Exhibit 99.11 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(27)
    
    Incorporated by reference to Exhibit 99.1 filed with our
    current report on
    Form 8-K
    as originally filed September 5, 2002.(28)
    
    Incorporated by reference to Exhibit 99.1 filed with our
    current report on
    Form 8-K
    as originally filed January 7, 2003.(29)
    
    Incorporated by reference to Exhibit 99.1 filed with our
    current report on
    Form 8-K
    as originally filed on December 8, 2005.(30)
    
    Incorporated by reference to Exhibit 10.1 filed with our
    current report on
    Form 8-K
    as originally filed October 6, 2004.(31)
    
    Incorporated by reference to Exhibit 10.40 filed with our
    quarterly report on
    Form 10-Q
    as filed on October 24, 2003. 3




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##### 



(32)
    
    Incorporated by reference to Exhibit 10.41 to our annual
    report on Form
    10-K as
    originally filed on February 27, 2004.(33)
    
    Incorporated by reference to Exhibit 10.42 to our annual
    report on Form
    10-K as
    originally filed on February 27, 2004.(34)
    
    Incorporated by reference to Exhibit 10.2 to our current
    report on Form
    8-K as
    originally filed on October 6, 2004.(35)
    
    Incorporated by reference to Exhibit 10.5 to our current
    report on Form
    8-K as
    originally filed on October 6, 2004.(36)
    
    Incorporated by reference to Exhibit 10.7 to our current
    report on Form
    8-K as
    originally filed on October 6, 2004.(37)
    
    Incorporated by reference to Exhibit 10.1 to our current
    report on Form
    8-K as
    originally filed on November 2, 2005.(38)
    
    Incorporated by reference to Exhibit 10.2 to our current
    report on Form
    8-K as
    originally filed on November 2, 2005.(39)
    
    Incorporated by reference to Exhibit 10.1 to our current
    report on Form
    8-K as
    originally filed on November 24, 2004.(40)
    
    Incorporated by reference to Exhibit 10.1 to our current
    report on Form
    8-K as
    originally filed on August 1, 2005.(41)
    
    Incorporated by reference to Exhibit 10.3 to our current
    report on Form
    8-K as
    originally filed on November 2, 2005.(42)
    
    Incorporated by reference to Exhibit 10.1 to our current
    report on Form
    8-K as
    originally filed on December 15, 2005.(43)
    
    Incorporated by reference to Exhibit 10.2 to our current
    report on Form
    8-K as
    originally filed on December 15, 2005.(44)
    
    Incorporated by reference to Exhibit 10.1 to our current
    report on
    Form 8-K
    as originally filed on January 23, 2006. 4




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##### 



SIGNATURES  Form 10-K/A
    By:
    /s/  Christopher Dunn  Christopher Dunn
  Senior Vice President and
  Chief Financial Officer
 5




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##### 



EXHIBIT INDEX
  ExhibitNumber

Description2
.1(1)

Plan: First Amended Plan of
    Reorganization, as Modified, of Covad Communications Group, Inc.
    dated November 26, 2001.2
.2(2)

Order Pursuant to
    Section 1129 of the Bankruptcy Code Confirming the
    Debtors First Amended Chapter 11 Plan of
    Reorganization, as Modified (Docket No. 214).2
.3(3)

Agreement and Plan of Merger,
    dated as of March 2, 2004, among Covad Communications
    Group, Inc., Covad Communications Investment Corp., GoBeam,
    Inc. and Eduardo Briceno, as Representative.2
.4(4)

Agreement and Plan of Merger,
    dated as of October 4, 2005, among Covad Communications
    Group, Inc., Windtalker Acquisition Corp., NextWeb, Inc. and
    Ghia Griarte as Representative.3
.1(5)

Amended and Restated Certificate
    of Incorporation.3
.2(6)

Certificate of Amendment of
    Certificate of Incorporation of the Registrant filed on
    July 14, 2000.3
.3(7)

Certificate of Amendment of
    Certificate of Incorporation of the Registrant filed on
    December 20, 2001.3
.4(8)

Amended and Restated Bylaws, as
    currently in effect.4
.1(9)

Indenture, dated as of
    March 10, 2004 between the Registrant and The Bank of New
    York, as Trustee.4
.2(9)

Resale Registration Rights
    Agreement, dated as of March 10, 2004 among the Registrant
    and Banc of America Securities LLC.4
.3(9)

Form of Debenture for the
    Registrants 3% Convertible Senior Debentures due 2024.4
.4(10)

Stockholder Protection Rights
    Agreement dated February 15, 2000.4
.5(11)

Amended and Restated Stockholder
    Protection Rights Agreement, dated as of November 1, 2001.10
.1(12)

Form of Indemnification Agreement
    entered into between the Registrant and each of the
    Registrants executive officers and directors.10
.2(13)

1998 Employee Stock Purchase Plan
    and related agreements.10
.3(14)

1997 Stock Plan and related option
    agreement, as currently in effect.10
.22(15)

Stock Purchase Agreement between
    SBC Communications Inc. and Covad Communications
    Group, Inc., dated September 10, 2000.10
.23(16)

Resale and Marketing Agreement
    between SBC Communications Inc. and Covad Communications Group,
    Inc., dated September 10, 2000.10
.24(17)

Credit Agreement dated as of
    November 12, 2001 by and between Covad Communications
    Group, Inc. and SBC Communications Inc.10
.25(18)

Resale Agreement dated as of
    November 12, 2001 by and among SBC Communications Inc.,
    Covad Communications Group, Inc., Covad Communications Company,
    DIECA Communications Company and Laser Link.net, Inc.10
.26(19)

Term Loan Note dated
    December 20, 2001 made by Covad Communications Group, Inc.
    in favor of SBC Communications Inc.10
.27(20)

Deed of Trust, Assignment of
    Leases and Rents, Security Agreement and Financing Statement
    dated effective as of December 20, 2001 made by DIECA
    Communications, Inc. in favor of Title Associates of
    Virginia, Inc., for the benefit of SBC Communications Inc.10
.28(21)

Pledge Agreement dated as of
    December 20, 2001 made by Covad Communications Group, Inc.
    to SBC Communications Inc.10
.30(22)

Security Agreement dated as of
    December 20, 2001 made by Covad Communications Company in
    favor of SBC Communications Inc.10
.31(23)

Intellectual Property Security
    Agreement dated as of December 20, 2001 made by Covad
    Communications Company in favor of SBC Communications Inc.10
.32(24)

Subsidiary Guaranty dated as of
    December 20, 2001 made by Covad Communications Company in
    favor of and for the benefit of SBC Communications Inc.10
.33(25)

Capital Markets Debt Subordination
    Provisions.10
.34(26)

General Unsecured Debt
    Subordination Agreement.10
.35(27)

Form of Warrant to Purchase Common
    Stock Issued by the Registrant on September 3, 2002 to
    America Online, Inc.




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##### 



ExhibitNumber

Description10
.36(28)

Form of Warrant to Purchase Common
    Stock Issued by the Registrant on January 1, 2003 to
    AT&T Corp.10
.37(29)

Covad Communications Group, Inc.,
    2003 Employee Stock Purchase Plan, as amended.10
.38(30)

Covad Communications Group, Inc.
    Executive Severance Plan and Summary Plan Description.10
.39(31)

General Release of All Claims
    executed by Anjali Joshi.10
.40(32)

Letter Agreement between Covad
    Communications and Charles Hoffman dated May 29, 2001.10
.41(33)

Lease Agreement for 110 Rio
    Robles, San Jose, California, between Covad Communications
    and CarrAmerica Realty Corporation dated August 6, 2003.10
.43(34)

Change in Control Agreement
    between Covad Communications Group, Inc. and Charles E. Hoffman.10
.46(35)

Change in Control Agreement
    between Covad Communications Group, Inc. and James A. Kirkland.10
.48(36)

Change in Control Agreement
    between Covad Communications Group, Inc. and David McMorrow.10
.50(37)

Change in Control Agreement
    between Covad Communications Group, Inc. and Chris Dunn.10
.51(38)

Indemnification Agreement between
    Covad Communications Group, Inc. and Chris Dunn.10
.52(39)

General Release of All Claims by
    and between Covad Communications Group, Inc. and
    Mark Richman.10
.53(40)

First Amendment to Lease by and
    between Covad Communications Company and CarrAmerica Realty
    Operating Partnership, L.P. dated July 27, 2005.10
.54(41)

Indemnification Agreement between
    Covad Communications Group, Inc. and Lisa Hook.10
.55(42)

Transition Agreement between Covad
    Communications Group, Inc. and Patrick Bennett.10
.56(43)

Transition Agreement between Covad
    Communications Group, Inc. and Andrew Lockwood.10
.57(44)

Transition Agreement between Covad
    Communications Group, Inc. and P. Michael Hanley.21
.1

Subsidiaries of the Registrant.23
.1

Consent of PricewaterhouseCoopers
    LLP, Independent Registered Public Accounting Firm.23
.2

Consent of Ernst & Young
    LLP, Independent Registered Public Accounting Firm.24
.1

Power of Attorney (incorporated in
    the signature page herein).31
.1

Certification Pursuant to
    Rule 13a-14(a).31
.2

Certification Pursuant to
    Rule 13a-14(a).32
.1*

Certification Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act of 2002.32
.2*

Certification Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act of 2002.     *
    
    These certifications accompany the Registrants Annual
    Report on Form
    10-K and are
    not deemed filed with the SEC.
    
    Incorporated by reference to the like-numbered exhibit filed
    with Registrants Annual Report
    10-K for the
    fiscal year ended December 31, 2005 filed with the
    Securities and Exchange Commission on March 1, 2006.  (1)
    
    Incorporated by reference to the exhibit of corresponding number
    filed with our current report on
    Form 8-K
    as originally filed on December 28, 2001.(2)
    
    Incorporated by reference to Exhibit 99.12 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(3)
    
    Incorporated by reference to Exhibit 2.1 filed with our
    quarterly report on
    Form 10-Q
    as originally filed on May 17, 2004.(4)
    
    Incorporated by reference to Exhibit 2.1 filed with our
    current report on
    Form 8-K
    as originally filed on October 7, 2005.(5)
    
    Incorporated by reference to Exhibit 3.2 filed with our
    registration statement on
    Form S-1/A
    (No. 333-38688)
    as originally filed on July 17, 2000 and as subsequently
    amended.(6)
    
    Incorporated by reference to Exhibit 3.5 filed with our
    registration statement on
    Form S-1/A
    (No. 333-38688)
    as originally filed on July 17, 2000 and as subsequently
    amended.(7)
    
    Incorporated by reference to Exhibit 3.3 filed with our
    Annual Report on
    Form 10-K
    as filed on March 29, 2002.




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##### 



(8)
    
    Incorporated by reference to Exhibit 3.1 of our current
    report on Form
    8-K as
    originally filed on November 2, 2005.(9)
    
    Incorporated by reference to the exhibit of corresponding number
    filed with our quarterly report on
    Form 10-Q
    as originally filed on May 17, 2004.(10)
    
    Incorporated by reference to Exhibit 4.1 filed with our
    current report on
    Form 8-A
    as originally filed on February 22, 2000 and as
    subsequently amended.(11)
    
    Incorporated by reference to Exhibit 4.1 filed with our
    current report on
    Form 8-K
    as originally filed on December 14, 2001.(12)
    
    Incorporated by reference to Exhibit 10.1 filed with our
    registration statement on
    Form S-1
    (No. 333-63899)
    as originally filed on September 21, 1998 and as
    subsequently amended.(13)
    
    Incorporated by reference to Exhibit 10.2 filed with our
    Annual Report on
    Form 10-K
    as filed on March 29, 2002.(14)
    
    Incorporated by reference to Exhibit 10.3 filed with our
    Annual Report on
    Form 10-K
    as filed on March 29, 2002.(15)
    
    Incorporated by reference to Exhibit 4.1 filed with our
    current report on
    Form 8-K
    as originally filed on September 12, 2000 and as
    subsequently amended.(16)
    
    Incorporated by reference to Exhibit 4.2 filed with our
    current report on
    Form 8-K
    as originally filed on September 12, 2000 and as
    subsequently amended.(17)
    
    Incorporated by reference to Exhibit 10.2 filed with our
    quarterly report on
    Form 10-Q
    as originally filed on November 14, 2001.(18)
    
    Incorporated by reference to Exhibit 10.1 filed with our
    quarterly report on
    Form 10-Q
    as originally filed on November 14, 2001.(19)
    
    Incorporated by reference to Exhibit 99.4 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(20)
    
    Incorporated by reference to Exhibit 99.5 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(21)
    
    Incorporated by reference to Exhibit 99.6 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(22)
    
    Incorporated by reference to Exhibit 99.7 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(23)
    
    Incorporated by reference to Exhibit 99.8 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(24)
    
    Incorporated by reference to Exhibit 99.9 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(25)
    
    Incorporated by reference to Exhibit 99.10 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(26)
    
    Incorporated by reference to Exhibit 99.11 filed with our
    current report on
    Form 8-K
    as originally filed on December 28, 2001.(27)
    
    Incorporated by reference to Exhibit 99.1 filed with our
    current report on
    Form 8-K
    as originally filed September 5, 2002.(28)
    
    Incorporated by reference to Exhibit 99.1 filed with our
    current report on
    Form 8-K
    as originally filed January 7, 2003.(29)
    
    Incorporated by reference to Exhibit 99.1 filed with our
    current report on
    Form 8-K
    as originally filed on December 8, 2005.(30)
    
    Incorporated by reference to Exhibit 10.1 filed with our
    current report on
    Form 8-K
    as originally filed October 6, 2004.(31)
    
    Incorporated by reference to Exhibit 10.40 filed with our
    quarterly report on
    Form 10-Q
    as filed on October 24, 2003.




---



##### 



(32)
    
    Incorporated by reference to Exhibit 10.41 to our annual
    report on Form
    10-K as
    originally filed on February 27, 2004.(33)
    
    Incorporated by reference to Exhibit 10.42 to our annual
    report on Form
    10-K as
    originally filed on February 27, 2004.(34)
    
    Incorporated by reference to Exhibit 10.2 to our current
    report on Form
    8-K as
    originally filed on October 6, 2004.(35)
    
    Incorporated by reference to Exhibit 10.5 to our current
    report on Form
    8-K as
    originally filed on October 6, 2004.(36)
    
    Incorporated by reference to Exhibit 10.7 to our current
    report on Form
    8-K as
    originally filed on October 6, 2004.(37)
    
    Incorporated by reference to Exhibit 10.1 to our current
    report on Form
    8-K as
    originally filed on November 2, 2005.(38)
    
    Incorporated by reference to Exhibit 10.2 to our current
    report on Form
    8-K as
    originally filed on November 2, 2005.(39)
    
    Incorporated by reference to Exhibit 10.1 to our current
    report on Form
    8-K as
    originally filed on November 24, 2004.(40)
    
    Incorporated by reference to Exhibit 10.1 to our current
    report on Form
    8-K as
    originally filed on August 1, 2005.(41)
    
    Incorporated by reference to Exhibit 10.3 to our current
    report on Form
    8-K as
    originally filed on November 2, 2005.(42)
    
    Incorporated by reference to Exhibit 10.1 to our current
    report on Form
    8-K as
    originally filed on December 15, 2005.(43)
    
    Incorporated by reference to Exhibit 10.2 to our current
    report on Form
    8-K as
    originally filed on December 15, 2005.(44)
    
    Incorporated by reference to Exhibit 10.1 to our current
    report on
    Form 8-K
    as originally filed on January 23, 2006.