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[EXECUTION COPY]
Exhibit 10.74
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EQUITY REGISTRATION RIGHTS AGREEMENT
among
RAILAMERICA, INC.
and
THE PURCHASERS PARTY HERETO.
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Dated as of February 4, 2000
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TABLE OF CONTENTS
1. Definitions.........................................................1
2. Securities Subject to this Agreement................................3
3. Piggyback Registration..............................................3
4. Hold-Back Agreements................................................4
5. Registration Expenses...............................................5
6. Indemnification.....................................................5
7. Rule 144............................................................7
8. Miscellaneous.......................................................8
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EQUITY REGISTRATION RIGHTS AGREEMENT
This EQUITY REGISTRATION RIGHTS AGREEMENT, dated as of February 4,
2000(as amended, supplemented, amended and restated or otherwise modified from
time to time, this "AGREEMENT"), is made and entered by and between RAILAMERICA,
INC., a Delaware corporation ("HOLDINGS"), and the Persons parties hereto as
"Purchasers" (collectively, the "PURCHASERS").
RECITALS
This Agreement is being delivered pursuant to the Securities Purchase
Agreement, dated as of February 4, 2000 (as amended, supplemented or otherwise
modified, "SECURITIES PURCHASE AGREEMENT"), by and among Holdings, RailAmerica
Transportation Corp., a Delaware corporation (the "COMPANY"), Palm Beach Rail
Holding, Inc., a Delaware corporation ("INTERMEDIATE HOLDINGS"), each Restricted
Subsidiary of the Company that is a party thereto as a "Guarantor" (each such
Restricted Subsidiary, together with Holdings and Intermediate Holdings, the
"GUARANTORS") and the Purchasers. In order to induce the Purchasers to enter
into the Securities Purchase Agreement, Holdings has agreed to provide the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Securities Purchase Agreement.
AGREEMENT
The parties agree as follows:
1. DEFINITIONS.
(a) CERTAIN TERMS. As used in this Agreement, the following capitalized
terms shall have the following meanings:
"INDEMNIFIED PARTIES" is defined in SECTION 6(A) hereof.
"INDEMNIFYING PARTY" is defined in SECTION 6(C) hereof.
"NASD" means the National Association of Securities Dealers,
Inc.
"PIGGYBACK REGISTRATION" is defined in SECTION 3(A) hereof.
"PROSPECTUS" means the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement with
respect to the terms of the
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offering of any portion of the Registrable Securities covered by such
Registration Statement and by all other amendments and supplements to
the prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus.
"REGISTRABLE SECURITIES" means the Registrable Warrants and
the Registrable Warrant Shares; PROVIDED, that a security ceases to be
a Registrable Security when it is no longer a Transfer Restricted
Security.
"REGISTRABLE WARRANT SHARES" means all Warrant Shares issuable
to the holders of Warrants upon exercise of such Warrants.
"REGISTRABLE WARRANTS" means all Warrants originally issued
pursuant to the Warrant Agreement.
"REGISTRATION EXPENSES" is defined in SECTION 5 hereof.
"REGISTRATION STATEMENT" means any registration statement of
Holdings which covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference in
such Registration Statement.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"TRANSFER RESTRICTED SECURITY" means the Registrable
Securities upon original issuance thereof; PROVIDED, that a Registrable
Security is no longer a Transfer Restricted Security when such
Registrable Security is sold to the public.
"UNDERWRITTEN REGISTRATION" and "UNDERWRITTEN OFFERING" mean a
registration in which securities of Holdings are sold to an underwriter
for reoffering to the public.
"WARRANT AGREEMENt" means the Warrant Agreement, dated as of
February 4, 2000, among Holdings and the Purchasers, as amended,
supplemented or otherwise modified from time to time.
"WARRANT SHARES" means the shares of Common Stock or any
security substituted for the Common Stock in an amount equal to 3.5% of
the common equity of Holdings issuable to the holders of Warrants upon
exercise of the Warrants.
"WARRANTS" means the Warrants issued pursuant to the Warrant
Agreement to purchase Common Stock or any security substituted for the
Common Stock in an amount
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equal to 3.5% of the common equity of Holdings in accordance with the
Warrant Agreement.
(b) SECURITIES PURCHASE AGREEMENT DEFINITIONS. Unless otherwise defined
herein or the context otherwise requires, terms used in this Agreement,
including its preamble, have the meanings provided in the Securities Purchase
Agreement.
2. SECURITIES SUBJECT TO THIS AGREEMENT.
(a) REGISTRABLE SECURITIES. The securities entitled to the benefits of
this Agreement are the Registrable Securities.
(b) HOLDERS OF REGISTRABLE SECURITIES. A Person is deemed to be a
holder of Registrable Securities whenever such Person owns Registrable
Securities of record or has provided evidence reasonably satisfactory to
Holdings that such Person has the right to acquire such Registrable Securities,
whether or not such acquisition has actually been effected and disregarding any
legal restrictions upon the exercise of such right.
3. PIGGYBACK REGISTRATION.
(a) RIGHT TO PIGGYBACK. Subject to the last sentence of this CLAUSE
(A), whenever Holdings proposes to register any shares of Common Stock (or
securities exercisable or exchangeable for or convertible into, or options to
acquire, Common Stock) with the Commission under the Securities Act and the
registration form to be used may be used for the registration of the Registrable
Securities (a "PIGGYBACK REGISTRATION"), Holdings will give written notice to
the Purchasers, at least 10 days prior to the anticipated filing date, of its
intention to effect such a registration, which notice will specify the proposed
offering price, the kind and number of securities proposed to be registered, the
distribution arrangements and such other information that at the time would be
appropriate to include in such notice, and will, subject to CLAUSE (B) below,
include in such Piggyback Registration all Registrable Securities with respect
to which Holdings has received written requests for inclusion therein within 5
days after the effectiveness of Holding's notice; PROVIDED, that if the proceeds
of the offering are to be used by Holdings or the Company to redeem all of the
Notes, Holdings will not be required to include any Registrable Securities in
such Piggyback Registration. Except as may otherwise be provided in this
Agreement, Registrable Securities with respect to which such request for
registration has been received will be registered by Holdings and offered to the
public in a Piggyback Registration pursuant to this Section 3 on the terms and
conditions at least as favorable as those applicable to the registration of
shares of Common Stock to be sold by Holdings and by any other Person selling
under such Piggyback Registration.
(b) PRIORITY ON PIGGYBACK REGISTRATION. Holdings shall use all
reasonable efforts to cause the managing underwriter or underwriters of a
proposed Underwritten Offering to permit the
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Registrable Securities requested to be included in the registration statement
for such offering to be included on the same terms and conditions as any other
Common Stock to be offered pursuant to such registration statement by Holdings
or any other security holders included therein. Notwithstanding the foregoing,
if the managing underwriter or underwriters of such offering deliver a written
opinion to Holdings that either because of (i) the kind or combination of
securities which the holders of Registrable Securities, Holdings and any other
Persons intend to include in such offering or (ii) the size of the offering
which such holders, Holdings and such other Persons intend to make, are such
that the success of the offering would be materially and adversely affected by
inclusion of the Registrable Securities requested to be included, then (A) in
the event that the size of the offering is the basis of such managing
underwriter's opinion, the amount of securities to be offered for the accounts
of such holders shall be reduced pro rata (according to the Registrable
Securities proposed for registration) to the extent necessary to reduce the
total amount of securities to be included in such offering to the amount
recommended by such managing underwriter or underwriters; PROVIDED, that if
securities are being offered for the account of other Persons as well as
Holdings, then with respect to the Registrable Securities intended to be offered
by such holders, the proportion by which the amount of such class of securities
intended to be offered by such holders is reduced shall not exceed the
proportion by which the amount of such class of securities intended to be
offered by such other Persons is reduced; and (B) in the event that the kind (or
combination) of securities to be offered is the basis of such managing
underwriter's opinion, (x) the Registrable Securities to be included in such
offering shall be reduced as described in clause (A) above (subject to the
proviso in clause (A)) or (y) if the actions described in clause (x) would, in
the judgment of the managing underwriter or underwriters, be insufficient to
substantially eliminate the adverse effect that inclusion of the Registrable
Securities requested to be included would have on such offering, such
Registrable Securities will be excluded from such offering.
(c) SELECTION OF UNDERWRITERS. If any Piggyback Registration is an
Underwritten Offering, Holdings will select a managing underwriter or
underwriters to administer the offering, which managing underwriter or
underwriters will be of nationally recognized standing.
4. HOLD-BACK AGREEMENTS.
(a) Each holder of Registrable Securities whose Registrable Securities
are covered by a Registration Statement filed pursuant to Section 3 hereof
agrees, if requested by the managing underwriters in an Underwritten Offering,
not to effect any public sale or distribution of securities of Holdings of the
same class or convertible into or exercisable for securities of the same class,
as the securities included in such Registration Statement, including a sale
pursuant to Rule 144 under the Securities Act (except as part of such
Underwritten Registration), during the 30-day period prior to, and during the
90-day period beginning on, the closing date of each Underwritten Offering made
pursuant to such Registration Statement, to the extent timely notified in
writing by Holdings or the managing underwriters; PROVIDED, HOWEVER, that each
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holder of Registrable Securities shall be subject to the hold-back restrictions
of this Section 4(a) only once during any 365-day period.
(b) The foregoing provisions shall not apply to any holder of
Registrable Securities if such holder is prevented by applicable statute or
regulation from entering any such agreement; PROVIDED, HOWEVER, that any such
holder shall undertake, in its request to participate in any such Underwritten
Offering, not to effect any public sale or distribution of any Registrable
Securities held by such holder and covered by a Registration Statement
commencing on the date of sale of the Registrable Securities unless it has
provided 45 days prior written notice of such sale or distribution to the
underwriter or underwriters.
5. REGISTRATION EXPENSES. All reasonable expenses incident to Holdings'
performance of or compliance with this Agreement, including, without limitation,
all (i) registration and filing fees, fees and expenses associated with filings
required to be made with the NASD (including, if applicable, the fees and
expenses of any "qualified independent underwriter" and its counsel as may be
required by the rules and regulations of the NASD), (ii) fees and expenses of
compliance with securities or blue sky laws (including fees and disbursements of
counsel for the underwriters in connection with blue sky qualifications of the
Registrable Securities and determination of their eligibility for investment
under the laws of such jurisdictions as the managing underwriters may reasonably
designate), (iii) printing expenses (including expenses of printing certificates
for the Registrable Securities in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses), (iv) fees and
disbursements of counsel for Holdings and for the sellers of the Registrable
Securities, and customary out of pocket expenses and fees paid by issuers to the
extent provided for in an underwriting agreement (excluding discounts,
commissions or fees of underwriters, selling brokers, dealer managers or similar
securities industry professionals relating to the distribution of the
Registrable Securities, transfer taxes or legal expenses of any Person other
than Holdings, the Company and the selling holders), (v) the cost of securities
acts liability insurance if Holdings so desires and (vi) fees and expenses of
other Persons retained by Holdings (all such expenses being herein called
"REGISTRATION EXPENSES") will be borne by Holdings, regardless whether the
Registration Statement becomes effective. Each holder of Registrable Securities
will pay any fees or disbursements of counsel to such holder and all
underwriting discounts and commissions and transfer taxes, if any, and provide
other fees, costs and expenses of such holder (other than Registration Expenses)
relating to the sale or disposition of such holder's Registrable Securities.
Holdings, in any event, will pay Holdings' own internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit, the
fees and expenses incurred in connection with the listing of the securities to
be registered on each securities exchange on which similar securities issued by
Holdings are then listed and the fees and expenses of any Person, including
special experts, retained by Holdings.
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6. INDEMNIFICATION.
(a) INDEMNIFICATION BY HOLDINGS. Holdings agrees to indemnify and hold
harmless, to the full extent permitted by law, each holder of Registrable
Securities, its officers, directors and employees and each Person who controls
such holder (within the meaning of the Securities Act) (the "INDEMNIFIED
PARTIES") against all losses, claims, damages, liabilities and expenses incurred
by such Indemnified Party in connection with any actual or threatened action
arising out of or based upon any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as the same arise out of or are based upon any such
untrue statement or omission made in reliance on and in conformity with any
information furnished in writing to Holdings by such holder or its counsel
expressly for use therein; PROVIDED, that Holdings shall not be liable in any
such case to the extent that any such loss, claim, damage, liability or expense
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission in the Prospectus, if such untrue statement or
alleged untrue statement, omission or alleged omission is completely corrected
in an amendment or supplement to the Prospectus and the holder of Registrable
Securities thereafter fails to deliver such Prospectus as so amended or
supplemented prior to or concurrently with the sale of the Registrable
Securities to the Person asserting such loss, claim, damage, liability or
expense after Holdings has furnished such holder with a sufficient number of
copies of the same. Holdings shall also indemnify underwriters, their officers
and directors and each Person who controls such Persons (within the meaning of
the Securities Act) to the same extent as provided above with respect to the
indemnification of the Indemnified Parties, if requested.
(b) INDEMNIFICATION BY HOLDER OF REGISTRABLE SECURITIES. In connection
with a Piggy Back Registration, each holder of Registrable Securities included
therein will furnish to Holdings in writing such information and affidavits as
Holdings reasonably requests for use in connection with any such Registration
Statement or Prospectus and agrees to indemnify and hold harmless, to the
fullest extent permitted by law, Holdings, its directors and officers and each
Person who controls Holdings (within the meaning of the Securities Act) against
any losses, claims damages, liabilities and expenses resulting from any untrue
statement of a material fact contained in any Registration Statement or
Prospectus or any omission of a material fact required to be stated in the
Registration Statement or Prospectus or preliminary Prospectus or necessary to
make the statements therein not misleading, to the extent, but only to the
extent, that such untrue statement or omission relates to a holder and is made
in reliance on and in conformity with any information or affidavit furnished in
writing by such holder to Holdings specifically for inclusion in such
Registration Statement or Prospectus. In no event shall the liability of any
selling holder of Registrable Securities hereunder be greater in amount than the
dollar amount of the proceeds received by such holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation. Holdings
shall be entitled to receive indemnities from underwriters, selling brokers,
dealer managers and similar securities industry professionals participating in
the distribution of such Registrable Securities to the same extent as provided
above with respect to
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information or affidavit furnished in writing by such Persons specifically for
inclusion in any Prospectus or Registration Statement.
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled to
indemnification hereunder will (i) give prompt notice to Holdings or the holder
of Registrable Securities, as the case may be (in either case, as applicable, an
"INDEMNIFYING PARTY") of any claim with respect to which such Person seeks
indemnification and (ii) permit such Indemnifying Party to assume the defense of
such claim with counsel reasonably satisfactory to such Person; PROVIDED,
HOWEVER, that any Person entitled to indemnification hereunder shall have the
right to employ separate counsel and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the expense of such
Person unless (a) the Indemnifying Party has agreed to pay such fees or
expenses, (b) the Indemnifying Party has failed to assume the defense of such
claim or (c) in the reasonable judgment of any such Person, based upon advice of
its counsel, a conflict of interest may exist between such Person and the
Indemnifying Party with respect to such claims (in which case, if such Person
notifies the Indemnifying Party in writing that such Person elects to employ
separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense of such claim on behalf of
such Person). If such defense is not assumed by the Indemnifying Party, the
Indemnifying Party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld). No
Indemnifying Party will be required to consent to the entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Person entitled to
indemnification a release from all liability in respect to such claim or
litigation. If any Indemnifying Party who is not entitled to, or elects not to,
assume the defense of a claim will not be obligated to pay the fees and expenses
of more than one counsel for all Persons entitled to indemnification by such
Indemnifying Party with respect to such claim, unless in the reasonable judgment
of any such Person a conflict of interest may exist between such Person and any
other Person entitled to indemnification with respect to such claim, in which
event the Indemnifying Party shall be obligated to pay the fees and expenses of
such additional counsel or counsels, but only of one such additional counsel for
each group of similarly situated Persons in any one jurisdiction.
(d) CONTRIBUTION. If for any reason the indemnification provided for in
preceding CLAUSES (A) and (B) is unavailable to any Person entitled to
indemnification hereunder or is insufficient to hold such Person harmless as
contemplated by the preceding CLAUSES (A) and (B), then the Indemnifying Party
shall contribute to the amount paid or payable by such Person as a result of
such loss, claim, damage or liability in such proportion as is appropriate to
reflect not only the relative benefits received by such Person and the
Indemnifying Party, but also the relative fault of such Person and the
Indemnifying Party, as well as any other relevant equitable considerations;
PROVIDED, that no holder of Registrable Securities shall be required to
contribute an amount greater than the dollar amount of the proceeds received by
such holder of Registrable Securities with respect to the sale of any
securities. No Person guilty of fraudulent
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misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
7. RULE 144. Holdings covenants that it will file the reports required
to be filed by it under the Securities Act and the Exchange Act and the rules
and regulations adopted by the Commission thereunder (or, if it is not required
to file such reports, it will, upon the request of any holder of Registrable
Securities made after the Fixed Rate Sale Date, make publicly available other
information so long as necessary to permit sales pursuant to Rule 144 under the
Securities Act), and it will take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (b) any similar rule or regulation hereafter adopted by
the Commission. Upon the request of any holder of Registrable Securities,
Holdings will deliver to such holder a written statement as to whether it has
complied with such information and filing requirements.
8. MISCELLANEOUS.
(a) REMEDIES. Each holder of Registrable Securities, in addition to
being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, in connection with the breach by Holdings of its
obligations to register the Registrable Securities will, to the fullest extent
permitted under applicable law, be entitled to specific performance of its
rights under this Agreement. Holdings agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and agrees, to the extent permitted under
applicable law, to waive the defense in any action for specific performance that
a remedy at law would be adequate.
(b) NO INCONSISTENT AGREEMENTS. Holdings will not on or after the date
of this Agreement enter into any agreement with respect to its securities which
is inconsistent with the rights granted to the holders of Registrable Securities
in this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the holders of Registrable Securities hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
Holdings' securities under any other agreements. Holdings has not previously
entered into any inconsistent agreement with respect to its securities granting
any registration rights to any Person.
(c) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions of this Agreement may
not be given unless Holdings has obtained the written consent of holders of at
least a majority of the outstanding Registrable Securities (excluding
Registrable Securities held by Holdings or any of its Subsidiaries).
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(d) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, facsimile or air courier guaranteeing overnight delivery:
(i) if to a holder of Registrable Securities, at the most
current address given by such holder to Holdings in accordance with the
provisions of this Section 8(d), which address initially is, with
respect to the Purchasers, the address set forth next to the
Purchasers' name on the signature pages of the Securities Purchase
Agreement; and
(ii) if to Holdings, initially to it at the address set forth
in the Securities Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of
this Section 8(d).
All such notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; when answered back, if
delivered by facsimile; and on the next business day, if timely delivered to an
air courier guaranteeing overnight delivery.
(e) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto,
including without limitation, and without the need for an express assignment,
subsequent holders of Registrable Securities.
(f) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(g) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(h) NEW YORK LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES
OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. EACH
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PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
(i) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of any such provision in such jurisdiction in every other
respect and of the remaining provisions contained herein shall not be affected
or impaired thereby.
(j) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement with respect to the subject matter contained
herein and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to
the registration rights granted by Holdings with respect to the Registrable
Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
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IN WITNESS WHEREOF, the parties have executed this Equity Registration
Rights Agreement as of the date first written above.
RAILAMERICA, INC.
By:
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Name:
Title:
PURCHASERS:
RAIL AMERICA FUNDING, INC.
By:
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Name:
Title:
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