EXHIBIT 10.15
AMENDED AND RESTATED
MANAGEMENT STOCKHOLDERS'
AND OPTIONHOLDERS' AGREEMENT
AGREEMENT, dated as of September 19, 1996, as amended and restated as of
May 15, 1997, by and among Maple Leaf Aerospace, Inc., a Delaware corporation
(the "Company"), Odyssey Partners, L.P., a Delaware limited partnership
("Odyssey"), any Affiliate (as defined herein) of Odyssey which is or becomes a
stockholder of the Company (an "Odyssey Affiliate" and together with Odyssey,
the "Odyssey Holders"), BT Investment Partners, Inc. ("BT"), and the parties
identified as the Management Stockholders on the signature pages of this
Agreement, each of whom or which (as the case may be), at the time it, he or she
becomes a party hereto is (or, in the case of a Corporate Management
Stockholder, is wholly-owned by an individual who is) an officer and/or key
employee of the Company or one or more of its subsidiaries (individually, a
"Management Stockholder" and collectively, the "Management Stockholders" and,
together with the Odyssey Holders, BT and any Permitted Transferee, the
"Stockholders").
W I T N E S S E T H:
WHEREAS, as of September 19, 1996, the Company acquired, through its
wholly-owned subsidiaries, (i) all of the outstanding capital stock of Tri-Star
Aerospace, Inc., a Florida corporation ("Tri-Star"), pursuant to an Agreement
and Plan of Merger, dated as of August 28, 1996, by and among the Company,
Aerospace Acquisition Corp., Aerospace Merger Sub I, Inc. and Tri-Star (the
"Merger Agreement"), and (ii) certain assets of the Aviall aerospace business
unit (the "Aviall Assets") pursuant to an Asset Purchase Agreement, dated as of
September 5, 1996, by and among the Company, Aviall Services, Inc. and Aviall
(Canada) Ltd. (the "Purchase Agreement");
WHEREAS, the Stockholders have acquired, or have entered into subscription
agreements with the Company providing for the Stockholders to acquire, all of
the issued and outstanding common stock, par value $.01 per share, of the
Company (the "Shares");
WHEREAS, it is a condition to such subscription agreements that the
Stockholders execute this Agreement;
WHEREAS, the Company has adopted a Stock Option Plan (the "Plan") providing
for the granting of options ("Options") which may be exercised to purchase
Shares, upon the condition that prior to the grant of any Option such
optionholder shall have executed and delivered this Agreement; and
WHEREAS, the parties hereto deem it in their best interests to enter into
this Agreement to set forth their respective obligations in connection with
their investments in the Shares of the Company.
NOW, THEREFORE, in consideration of the agreements and mutual covenants
contained herein, the parties, intending to be legally bound hereby, agree as
follows:
ARTICLE I
LIMITATIONS ON TRANSFER
SECTION 1.1 GENERAL RESTRICTIONS ON TRANSFER.
(a) LOCK-UP. BT and each Management Stockholder agrees that, without
the prior written consent of Odyssey, he, she or it (as appropriate) shall not,
during the Lock-Up Period, either directly or indirectly offer, sell, transfer,
assign, mortgage, hypothecate, pledge, create a security interest in or lien
upon, encumber, donate, contribute, place in trust, or otherwise dispose of
(collectively, "Transfer") any Shares, or any interest therein, except in a
transaction which (i) is specifically permitted by this Agreement and (ii)
complies with the Securities Act (as defined in Article VII hereof).
Notwithstanding the foregoing, Xxxxxxx X. Xxxxxxxxxx shall be permitted to grant
a nontransferable pledge on Shares owned by him to RPS as security for
borrowings by Xx. Xxxxxxxxxx from RPS to finance Xx. Xxxxxxxxxx'x purchase of
such Shares; PROVIDED that RPS irrevocably agrees (in form and substance
acceptable to Odyssey) to release any such pledge, lien, security interest or
other encumbrance on such Shares upon the exercise of the take-along rights set
forth in Article II hereof or the repurchase or put rights set forth in Article
IV hereof.
(b) RIGHT OF FIRST REFUSAL. If, at any time after the termination of
the Lock-Up Period with respect to the Sale Securities (as defined below), BT or
any Management
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Stockholder desires to Transfer any or all of its, his or her Shares (the
Shares to be so Transferred being referred to herein as the "Sale
Securities") to a Third Party, such selling Stockholder shall first offer to
sell such Sale Securities to the Company (the "Offer"), pursuant to a written
notice (the "Notice") delivered to the Company (with a copy to Odyssey)
setting forth the number of Sale Securities such selling Stockholder proposes
to Transfer, the proposed transferee, the bona fide purchase price offered by
such transferee for, and the other terms and conditions of, such proposed
sale of the Sale Securities. The purchase price per share payable by Odyssey
or the Company (as the case may be) for such Sale Securities shall be equal
to the purchase price offered therefor by such Third Party as set forth in
the Offer. Upon its receipt of the Notice, the Company shall have thirty
(30) Business Days (the "Offer Period") within which to accept the Offer to
purchase all, but not less than all, of the Sale Securities at the purchase
price and upon the terms and conditions offered by the Third Party as
specified in the Offer.
If the Company elects to accept the Offer, it shall notify the
selling Stockholder thereof in writing prior to 11:59 p.m., New York City time,
on the last day of the Offer Period, and the Company and the selling Stockholder
shall close the sale of the Sale Securities on the tenth Business Day following
delivery of such written acceptance of the Offer, at which closing (i) the
Company shall pay to the selling Stockholder in cash an amount equal to the
aggregate purchase price for the Sale Securities as provided above and (ii) the
selling Stockholder shall deliver to the Company a certificate or certificates
representing the Sale Securities, duly endorsed for transfer with executed stock
powers attached.
If, however, (A) the Company does not notify the selling
Stockholder within the Offer Period of its election to purchase all of the Sale
Securities pursuant to the Offer or if the Company notifies such selling
Stockholder in writing that it declines to accept the Offer or (B) if the
Company fails to consummate the closing of the sale of the Sale Securities as
aforesaid while the Selling Stockholder was prepared and willing to do so, then
the selling Stockholder shall have the right to Transfer (subject to such
selling Stockholder's prior delivery to the Company of such certifications and
opinions of counsel addressed to the Company as the Company may reasonably
request to confirm that such Transfer is made in compliance with the Securities
Act and applicable state securities laws) all, but not less than all, of the
Sale Securities
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only to the Third Party transferee identified in the Offer and only for the
price and upon the terms and conditions set forth in the Offer, within the
180 day period immediately following the later of (1) the date of the
Company's failure to close the purchase of the Sale Securities as described
in clause (B) above and (2) the earlier of (x) the date of the Company's
delivery of written notice to the selling Stockholder pursuant to which the
Company expressly declines to accept the Offer and (y) the expiration of the
Offer Period. If, however, all of the Sale Securities are not so Transferred
within such 180-day period, such Sale Securities shall once again be subject
to the rights of first refusal set forth in this Section 1.1(b).
The rights of the Company set forth in this Section 1.1(b) shall
be in addition to, and not exclusive of, the Company's repurchase rights set
forth in Article IV hereof. The Company may from time to time assign its rights
under this Section 1.1(b), in whole or in part, to Odyssey.
(c) CERTAIN PERMITTED TRANSFERS. (i) Subject to paragraph (ii) of
this Section 1.1(c), each Management Stockholder may Transfer its, his or her
Shares (but not Options) to a Permitted Transferee at any time more than
eighteen (18) months after the date of acquisition of such Shares.
(ii) Not less than 15 Business Days prior to any proposed
Transfer of any Shares or any interest therein by a Management Stockholder to
any Permitted Transferee (other than a transfer upon death of a Management
Stockholder or the individual stockholder of a Corporate Management
Stockholder), the holder of such Shares shall give written notice to the Company
of such holder's intention to effect such Transfer, setting forth the manner and
circumstances of the proposed transfer in reasonable detail. Any Transfer to a
Permitted Transferee may be effected only if the Company shall have received,
together with the notice referred to above, if any: (A) if requested by the
Company, an opinion of counsel addressed to, and reasonably satisfactory to, the
Company to the effect that the proposed Transfer of Shares or such interest
therein may be effected without registration under the Securities Act and
applicable state securities laws, (B) if requested by the Company, certificates
and representation letters from such Stockholder and Permitted Transferee that
contain representations in form and substance reasonably satisfactory to the
Company to ensure compliance with the provisions of the Securities Act and
applicable state securities laws, and (C) such letters and other
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documentation in form and substance reasonably satisfactory to the Company
from each such Permitted Transferee stating such Permitted Transferee's
agreement to be bound by the terms of this Agreement (including, without
limitation, the Company's and Odyssey's rights with respect to the Shares
transferred to such Permitted Transferee). Each certificate evidencing
Shares or interests therein transferred as provided in this Section 1.1(c)
shall bear the legend set forth in Section 9.1 of this Agreement.
(d) NON-COMPLYING TRANSFERS VOID. Any attempt to Transfer any Shares
or any interest therein which is not in compliance with this Agreement shall be
null and void, and neither the Company nor any transfer agent shall give any
effect in the Company's stock records to such attempted Transfer.
ARTICLE II
TAKE-ALONG SALE
SECTION 2.1 TAKE-ALONG RIGHT. If the Odyssey Holders intend to
privately Transfer to any Third Party (the "Purchaser") 79% or more of the
Shares held by them, then each other Stockholder shall be required, at the
election of Odyssey, to Transfer to such Purchaser (a "Take-Along Sale") such
number of Shares then held by such other Stockholder ("Take-Along Shares") as
bears the same relation to the total number of Shares then held by such
Stockholder as the number of Shares the Odyssey Holders propose to Transfer
to such Purchaser bears to the total number of Shares then held by the
Odyssey Holders, for the same consideration, and on the same terms and
conditions, if any, upon which the Odyssey Holders propose to dispose of
their Shares. In the event of a Take-Along Sale, Options which are not
theretofore exercisable shall become exercisable by reason of such
transaction only to the extent provided in the instrument evidencing the
grant of such Options. Notwithstanding the foregoing, to the extent, if any,
the Purchaser with respect to any Take-Along Sale consents thereto, Shares
held by any Management Stockholder shall not be subject to the take-along
rights provided in this Article II.
SECTION 2.2 NOTICE. The Odyssey Holders shall deliver to each other
Stockholder written notice (the "Take-Along Notice") of any sale to be made
pursuant to Section 2.1 above, which notice shall set forth the consideration
to be paid by the Purchaser for each Share and the other terms and
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conditions, if any, of such transaction. Within 15 Business Days after the
date of the Take-Along Notice, each such other Stockholder shall promptly
deliver to Odyssey certificates representing its, his or her (as appropriate)
Take-Along Shares, duly endorsed, in proper form for transfer. Pending
consummation of the Take-Along Sale, Odyssey shall promptly notify the other
Stockholders of any changes in the proposed timing for the Take-Along Sale
and any other material developments in connection therewith.
SECTION 2.3 TRANSFER. (a) If, within 120 Business Days after the date of
the Take-Along Notice, no transfer of the Take-Along Shares in accordance with
the provisions of Section 2.1 shall have been completed, Odyssey shall promptly
return to the other Stockholders, in proper form, all certificates representing
the Take-Along Shares previously delivered to Odyssey.
(b) Promptly after the consummation of the Transfer of Take-Along
Shares pursuant to Section 2.1, Odyssey shall remit or cause to be remitted
to the other Stockholders their respective consideration with respect to the
Take-Along Shares and shall furnish such other evidence of the completion and
time of completion of such Transfer and the terms and conditions, if any,
thereof as may reasonably be requested by such Stockholders.
(c) The provisions of this Article II shall remain in effect,
notwithstanding any return to a Take-Along Holder of any Take-Along Shares as
provided in Section 2.3(a).
ARTICLE III
TAG-ALONG PARTICIPATION
SECTION 3.1 TAG-ALONG RIGHTS. (a) If the Odyssey Holders intend to
privately Transfer to any Third Party that is not an Affiliate of Odyssey (the
"Tag-Along Purchaser"), in one transaction or a series of transactions, Shares
constituting in the aggregate more than 50% of the total number of Original
Odyssey Shares (including any transaction subject to Article II hereof if the
Odyssey Holders do not exercise their take-along rights set forth therein in
connection with such transaction), then Odyssey shall permit each other
Stockholder, at its, his or her (as appropriate) option, to Transfer, for the
same consideration, and on the same terms and conditions, if any, upon which the
Odyssey
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Holders intend to Transfer such Shares, a number of Shares then owned by such
Stockholder determined in accordance with Section 3.1(b) (the "Tag-Along
Shares").
(b) Each such other Stockholder shall have the right, pursuant to
Section 3.1(a), to sell pursuant to the offer by the Tag-Along Purchaser, a
number of Shares equal to the product of (A) the number of Shares to be
purchased by the Tag-Along Purchaser from the Odyssey Holders, and (B) a
fraction, the numerator of which shall be the total number of Shares owned by
such other Stockholder and the denominator of which shall be the total number of
Shares owned by the Odyssey Holders and all the Stockholders in the aggregate;
PROVIDED, HOWEVER, that, notwithstanding the foregoing limitation, RPS shall be
entitled to sell all of the Shares owned by it (or such lesser amount as is
proportionate to the amount the Odyssey Holders are selling) to the Tag-Along
Purchaser pursuant to the offer described in Section 3.1 hereof.
SECTION 3.2 NOTICE. Not less than 15 Business Days prior to any
proposed Transfer pursuant to Section 3.1, Odyssey, on behalf of the Odyssey
Holders, shall deliver to each Stockholder written notice thereof (the
"Tag-Along Notice"), which notice shall set forth the consideration to be
paid by the Tag-Along Purchaser and the other terms and conditions, if any,
of such transaction. If any Stockholder elects to Transfer some or all of the
Tag-Along Shares pursuant to Section 3.1, then such Stockholder shall so
notify Odyssey within 10 Business Days after the date of the Tag-Along
Notice, and, at Odyssey's request not less than two Business Days prior to
the proposed Transfer, such Stockholder shall deliver to Odyssey certificates
representing such Tag-Along Shares, duly endorsed, in proper form for
Transfer, together with a limited power-of-attorney authorizing Odyssey to
transfer the Tag-Along Shares to the Tag-Along Purchaser and to execute all
other documents required to be executed in connection with such transaction.
SECTION 3.3 TRANSFER. (a) If, within 120 Business Days after delivery
by such Stockholder to Odyssey of the certificates and related documents
described in Section 3.2, no transfer of the Shares held by the Odyssey
Holders and Tag-Along Shares in accordance with the provisions of this
Article III shall have been completed, then Odyssey shall promptly return to
such Stockholder, in proper form, all certificates representing the Tag-Along
Shares and the limited power-of-attorney previously delivered by such
Stockholder to Odyssey.
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(b) Promptly after the consummation of the transfer of the Tag-Along
Shares pursuant to Section 3.1, Odyssey shall remit or cause to be remitted to
each Stockholder the consideration with respect to the Tag-Along Shares so
transferred and shall furnish such other evidence of the completion of such
transfer and the terms and conditions (if any) thereof as may reasonably be
requested by such Stockholder.
(c) The provisions of this Article III shall remain in effect,
notwithstanding any return to any Stockholder of Tag-Along Shares as provided in
Section 3.3(a).
ARTICLE IV
CERTAIN SALES UPON TERMINATION OF EMPLOYMENT
SECTION 4.1 SURRENDER OF SHARES AND OPTIONS TO THE COMPANY.
(a) Upon the occurrence during the term of this Agreement of any of
the events set forth in clause (i), (ii), (iii) or (iv) below (each, a
"Termination Event"), the Company may elect, by delivering the notice required
under Section 4.1(e), to require each Management Stockholder to sell to the
Company all of the Shares owned by such Management Stockholder, in accordance
with Section 4.2:
(i) the termination of such Management Stockholder's
employment with the Company (or any subsidiary or affiliate of the Company)
due to the death or Disability of such Management Stockholder;
(ii) the voluntary termination by such Management Stockholder
of his or her employment with the Company (and any subsidiary or affiliate of
the Company);
(iii) the termination by the Company of such Management
Stockholder's employment with the Company (and any subsidiary or affiliate of
the Company) for Cause; or
(iv) the termination by the Company of such Management
Stockholder's employment with the Company (and any subsidiary or affiliate of
the Company) without Cause.
The Termination Events specified in clauses (i) through (iv) of
this Section 4.1(a) shall be deemed to
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have occurred with respect to a Corporate Management Stockholder upon the
occurrence of such respective events with respect to the individual
stockholder of such Corporate Management Stockholder.
(b) The Repurchase Price for each Share purchased in connection with
the occurrence of an event specified in Sections 4.1(a)(i) or (iv) shall be
equal to Fair Market Value of such Share as of the date of the Termination
Event, unless otherwise provided in Section 4.1(d) hereof.
(c) Unless otherwise agreed to by Odyssey, the Repurchase Price for
each Share purchased in connection with the occurrence of an event specified in
Sections 4.1(a)(ii) or (iii) shall be equal to the lower of (x) the price per
Share paid by the Management Stockholder for such Share or (y) Fair Market Value
of such Share as of the date of the Termination Event, unless otherwise provided
in Section 4.1(d) hereof; PROVIDED, HOWEVER, that from and after the fifth
anniversary of the date of purchase of such Share by the Management Stockholder,
such Repurchase Price shall be equal to Fair Market Value of such Share as of
the date of the Termination Event, unless otherwise provided in Section 4.1(d)
hereof.
(d) In the case of Shares acquired pursuant to the exercise of an
Option that are to be repurchased pursuant to Article IV hereof by reason of the
occurrence of a Termination Event, the Fair Market Value per Share shall be
determined for purposes of Section 4.1(b) and clause (y) and the proviso of
4.1(c) as of the later of (i) the date of such Termination Event or (ii) the
date which occurs immediately after the expiration of 6 months after the date of
exercise of such Option (the later of (i) and (ii) referred to herein as the
"Option Share Measurement Date").
(e) Upon the occurrence of any Termination Event with respect to any
Management Stockholder, the Company shall deliver written notice (the
"Repurchase Notice") to such Management Stockholder within 60 days after such
occurrence (or, in the case of Shares acquired pursuant to the exercise of an
Option, within 60 days after the Option Share Measurement Date), specifying
whether the Company elects to exercise its right to require such Management
Stockholder to sell all of its, his or her Shares to the Company pursuant to
this Section 4.1. If the Company elects to exercise its right to require such
sale, the Company shall specify the Repurchase Price for each such Share in the
Repurchase Notice and consummate such transactions in accordance with Section
4.2.
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(f) For purposes of this Agreement, the Fair Market Value of a Share
shall be determined in accordance with Section 4.3.
SECTION 4.2 METHOD OF REPURCHASE. (a) If the Company elects to exercise
its right to require any Management Stockholder to sell Shares pursuant to
Section 4.1, the Shares subject to repurchase (collectively, the "Surrendered
Shares") shall be repurchased on a date (the "Repurchase Date") no later than 60
days after the date of the Repurchase Notice. On the Repurchase Date, the
Management Stockholders selling such Surrendered Shares (collectively, the
"Sellers") shall deliver to the Company the certificate or certificates
representing the Shares owned by such Sellers on such date, against delivery by
the Company to such Sellers of the Repurchase Price in cash; PROVIDED, HOWEVER,
that if the Company in good faith determines that its ability to pay all or any
portion of the Repurchase Price in cash may be restricted or limited under debt
or other agreements to which the Company or any of its subsidiaries is a party,
the Company shall issue and deliver a promissory note (a "Payment Note") with
the terms set forth in Section 4.2(b). All certificates for Surrendered Shares
shall be duly endorsed in favor of the Company by the Seller in whose name such
certificate or certificates is registered or accompanied by a duly executed
stock or security assignment in favor of the Company with the signature(s)
thereon guaranteed by a commercial bank or trust company or a member of a
national securities exchange or the NASD. If any Seller shall fail to deliver
such certificate or certificates to the Company within the time required, the
Company shall cause its books and records to show that the Surrendered Shares
are bound by the provisions of this Section 4.2 and that the Surrendered Shares,
until transferred to the Company, shall not be entitled to any proxy, dividend
or other rights from the date by which such certificate or certificates should
have been delivered to the Company.
(b) Each Payment Note shall:
(i) be payable to the order of the Seller,
(ii) be issued and dated as of the Repurchase Date applicable to
the transfer of the Surrendered Shares by such Seller,
(iii) be in a principal amount equal to that portion of the
Repurchase Price of such Surrendered Shares that the Company has
determined
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it is unable to pay in cash pursuant to Section 4.2(a),
(iv) mature on the earliest to occur of: (A) the first
anniversary of the latest date of final maturity of any Indebtedness
of the Company, (B) the tenth anniversary of the Repurchase Date
applicable thereto, and (C) a sale of all or substantially all of the
assets of the Company, a merger, consolidation, exchange or similar
combination of the Company with another entity (unless the Company is
the surviving entity) or the dissolution, liquidation, bankruptcy or
insolvency of the Company,
(v) be secured by a pledge of the repurchased Shares, and
(vi) provide for the acceleration of payment thereof, to the
extent permitted by applicable debt and other agreements, so as to
provide level amortization over a five year period.
Each Payment Note shall bear interest in respect of the unpaid
principal amount of such Payment Note from the Repurchase Date to the maturity
date thereof at the rate of interest publicly announced by Bankers Trust (or the
bank which is then acting as the agent bank for the Company) in New York City
from time to time as its Prime Rate, compounded semi-annually. Interest shall
be payable semi-annually in cash, to the extent permitted under debt or other
agreements to which the Company or any of its Affiliates is a party, but
otherwise shall accrue and be payable at maturity or shall be payable
semi-annually in additional Payment Notes. Each Payment Note shall be
expressly subordinated to all debt of the Company. Payments on the Payment
Notes shall be made in equal proportion among all the holders of Payment Notes.
(c) In the event (i) the Odyssey Holders have disposed of Shares
constituting more than 33 1/3% of the total number of Original Odyssey Shares
and (ii) the Company consummates a public offering of its common stock that is
registered under the Securities Act, the Company shall in good faith attempt to
repay (out of funds, if any, available for such purpose as determined by the
Board in its sole discretion, after taking into consideration the Company's then
current and anticipated future financial liquidity needs and such other factors
as it deems appropriate) such outstanding principal amount of Payment Notes held
by each
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former Management Stockholder as represents the Repurchase Price of the
number of Shares covered by such Payment Notes that such Management
Stockholder would have been entitled to include pursuant to Article VI hereof
in the registration statement filed by the Company in connection with such
public offering had such former Management Stockholder been a Stockholder at
the time of the filing thereof.
SECTION 4.3 DETERMINATION OF FAIR MARKET VALUE.
(a) After the Closing Date and prior to the first anniversary
thereof, the Fair Market Value per Share shall be the lesser of (i) the fair
market value thereof as determined by the Board on the basis of such factors as
the Board shall deem appropriate or (ii) the price per Share paid by Odyssey for
its Shares at the Closing, as such price shall be adjusted to reflect any
subsequent subdivision, combination or reclassification of the Shares.
(b) From and after the first anniversary of the Closing Date, the
Fair Market Value per Share shall be determined as follows: (i) if the Shares
are not listed on a national securities exchange in the United States on the
date on which the Fair Market Value per Share is to be determined, and a public
market does not otherwise exist for the Shares on such date, the Fair Market
Value per Share shall be determined by an appraisal by an independent appraiser
selected by the Company, such appraisal to be based upon such factors as such
independent appraiser shall deem appropriate, (ii) if the Shares are listed on a
national securities exchange in the United States on any date on which the Fair
Market Value per Share is to be determined, the Fair Market Value per Share
shall be deemed to be the average of the last sales price for Shares for the
five (5) trading days immediately preceding the date of determination, and (iii)
if a public market exists for the Shares on any date on which the Fair Market
Value per Share is to be determined, but the Shares are not listed on a national
securities exchange in the United States on such date, the Fair Market Value per
Share shall be deemed to be the average of the mean between the closing bid and
asked quotations in the over-the-counter market for the five (5) trading days
immediately preceding the date of determination.
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SECTION 4.4 "PUT" RIGHTS. Within the 60-day period specified in Section
4.1(e), any Management Stockholder with respect to which or whom (as the case
may be) a Termination Event has occurred shall have the right to deliver a
written notice to the Company (the "Put Notice") requiring that the Company
repurchase all of its, his or her Shares at the Repurchase Price set forth in
Section 4.1. The closing of such repurchase shall occur within 60 days of the
Company's receipt of the Put Notice, at which closing the Management Stockholder
selling such Shares shall deliver to the Company the certificate or certificates
representing all such Shares, against delivery by the Company to such Management
Stockholder of the Repurchase Price in respect thereof, in cash or, as provided
in Section 4.2, in Payment Notes.
SECTION 4.5 RPS. Shares held by RPS or any Affiliate thereof shall not be
subject to the repurchase and put rights set forth in this Article IV.
ARTICLE V
PROXY; POWER OF ATTORNEY
SECTION 5.1 PROXY. Each Management Stockholder hereby irrevocably
constitutes and appoints Odyssey as its, his or her (as the case may be) proxy
coupled with an interest to attend all the meetings of the stockholders of the
Company or any continuation or adjournment thereof to be held during the term of
this Agreement and to execute written consents of stockholders, with full power
to vote and act in his or her name, place and xxxxx, in the same manner, to the
same extent and with the same effect that such Management Stockholder might if
personally present thereat, giving Odyssey full power of substitution.
SECTION 5.2 POWER OF ATTORNEY. Each Stockholder hereby constitutes and
appoints Odyssey as its, his or her (as appropriate) true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, to sign and deliver on such Stockholder's behalf all
documents and instruments (including, without limitation, stock powers and
assignments and other instruments of transfer) with respect to all of such
Stockholder's Shares and Options as such attorney-in-fact shall deem
necessary or appropriate in connection with the exercise of Odyssey's
take-along rights pursuant to Article II hereof (on a basis proportionate to
the Odyssey Holders as set forth therein) and the Company's repurchase rights
pursuant to Article IV hereof, hereby
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granting unto said attorney-in-fact full power and authority to do, perform
and cause to be done each and every act which such attorney-in-fact may deem
necessary or appropriate in connection with the premises as fully in all
intents as such Stockholder may have done, hereby ratifying and confirming
all that said attorney-in-fact and agent may do or cause to be done by virtue
hereof.
ARTICLE VI
PIGGYBACK REGISTRATION RIGHTS
(a) Once the Odyssey Holders shall have disposed of Shares constituting
more than 33 1/3% of the total number of Original Odyssey Shares, if the Company
at any time proposes to register for Transfer under the Securities Act any
shares of common stock of the Company, the Company shall give written notice
each such time to each Management Stockholder who is then employed by the
Company or whose employment theretofore shall have been terminated for any
reason, other than termination by the Company for Cause or voluntary termination
by such Management Stockholder, of its intention to do so. Upon the written
request of any such Management Stockholder (a "Participating Management
Stockholder") given within 15 Business Days after receipt of any such notice by
such Management Stockholder (stating the amount of Shares to be disposed of by
the Participating Management Stockholder), the Company shall include the Shares
intended to be disposed of in a registration statement under the Securities Act
so as to permit the disposition by the Participating Management Stockholder of
the Shares so registered; PROVIDED that the managing underwriter or underwriters
(if any) in connection with the offering contemplated by such registration
statement shall have advised the Company and Odyssey that the inclusion of the
Shares proposed to be disposed of by the Participating Management Stockholders
pursuant to such registration statement will not adversely affect the offering
price per share or otherwise adversely affect the success of such offering; and
PROVIDED, FURTHER, that:
(i) if the Odyssey Holders intend to include Shares owned by them in
such registration statement, then the number of Shares which may be sold by
a Participating Management Stockholder pursuant to such registration
statement may not exceed the product of (A) the total number of Shares then
owned by such Participating Management Stockholder and (B) a fraction, the
numerator of which shall be the total
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number of Shares intended to be disposed of by the Odyssey Holders pursuant
to such registration statement and the denominator of which shall be the
total number of Shares then owned by the Odyssey Holders; and
(ii) if such registration statement is for a primary offering by the
Company of shares of its common stock and the Odyssey Holders do not intend
to include any Shares owned by them in such registration statement, then
the number of Shares which may be sold by a Participating Management
Stockholder pursuant to such registration statement may not exceed 10% of
the total number of Shares then owned by such Participating Management
Stockholder.
(b) Notwithstanding any provision of this Article VI to the contrary, if
the registration of which the Company gives notice pursuant to Article VI(a) is
for an underwritten offering and the managing underwriter or underwriters
determine in good faith that the total amount of Shares proposed to be included
in such offering is such as to adversely affect the offering price per share or
otherwise adversely affect the success of such offering, then the Company shall
include in such registration only the amount of Shares which the Company is so
advised can be sold in such offering at the highest offer price proposed by such
underwriters as follows: (i) if such registration includes a primary
registration, (A) first, shares the Company proposed to be included in such
registration, and (B) second, Shares requested to be included in such
registration, pro rata among the holders of such Shares in proportion to the
number of Shares sought to be registered by each holder (which, in the case of a
Participating Management Stockholder, shall have been limited to the amount
permitted by paragraph (a) of this Article VI), or (ii) if such registration is
exclusively a secondary registration, then the number of Shares shall be reduced
or limited pro rata among the Participating Management Stockholder and the other
holders of Shares in proportion to the number of Shares sought to be registered
by each holder (which, in the case of a Participating Management Stockholder,
shall have been limited to the amount permitted by paragraph (a) of this Article
VI), to the extent necessary to reduce the total amount of Shares to be included
in such offering to the amount recommended by such managing underwriter or
underwriters.
(c) Notwithstanding Article VI(a) hereof, Odyssey hereby agrees that it
will allow Shares owned by RPS to be included, on a pro rata basis with the
Odyssey Holders, in
15
all registration statements covering Shares owned by the Odyssey Holders,
subject to such limitations as the underwriter(s), if any, acting on behalf
of the Company or the Odyssey Holders in connection with any such
registration statement may advise; PROVIDED, that if the managing underwriter
or underwriters (if any) in connection with the offering contemplated by such
registration statement shall have advised Odyssey that the inclusion of the
Shares proposed to be disposed of by RPS pursuant to such registration
statement will adversely affect the offering price per share or otherwise
adversely affect the success of such offering, Odyssey and RPS shall in good
faith consider such underwriter's advice and RPS shall in good faith consider
waiving its rights under this Article VI(c) such as not to jeopardize or
obstruct the contemplated offering.
(d) All customary, reasonable and necessary expenses in connection with
the preparation of any registration statement and related prospectus with
respect to which the Management Stockholders have been granted registration
rights pursuant to this Article VI, including, without limitation, (i) any
accounting fees incurred by the Company (including the expenses of any audit
and/or "comfort" letter) and filing fees (including expenses associated with
filings required to be made with the Securities and Exchange Commission and the
NASD), (ii) "blue sky" fees and expenses, (iii) printing, engraving and
duplicating expenses of the Company, (iv) transfer agent and listing fees and
(v) the reasonable fees and expenses of not more than one firm of counsel
representing all Stockholders (but not including fees and disbursements of
accountants or financial experts retained by any Management Stockholder,
underwriting discounts and commissions attributable to the Shares of
Participating Management Stockholders, or the fees of any "qualified independent
underwriter" required pursuant to the rules of the NASD as a result of the
Company's relationship with any Stockholder) shall be borne by the Company.
(e) The Company hereby covenants and agrees to grant (i) to the Odyssey
Holders customary demand and piggy-back registration rights and (ii) to RPS the
same piggy-back registration rights, on a pro rata basis, as are granted to
Odyssey, and to enter into registration rights agreements with Odyssey and RPS,
respectively, with respect thereto within 90 days following the Closing Date.
16
ARTICLE VII
CORPORATE MANAGEMENT STOCKHOLDERS
SECTION 7.1 REPRESENTATIONS AND WARRANTIES. The individual stockholder of
each Corporate Management Stockholder hereby represents and warrants to Odyssey
with respect to his or her Corporate Management Stockholder that:
(a) such Corporate Management Stockholder is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation as set forth on its signature page hereto, with
full power and authority to enter into this Agreement and to perform its
obligations hereunder;
(b) the individual stockholder of such Corporate Management
Stockholder executing this Agreement on such Corporate Management Stockholder's
signature page hereto owns, beneficially and of record, all of the issued and
outstanding shares of the capital stock of such Corporate Management
Stockholder, and there are no rights, options, convertible or exchangeable
securities or agreements or understandings of any kind which would entitle any
person to subscribe for, purchase or otherwise acquire any other shares of
capital stock of such Corporate Management Stockholder;
(c) the execution, delivery and performance of this Agreement by such
Corporate Management Stockholder has been authorized by all requisite corporate
action; and
(d) this Agreement has been duly executed and delivered by such
Corporate Management Stockholder and constitutes the legal, valid and binding
obligations of such Corporate Management Stockholder, enforceable against such
Corporate Management Stockholder in accordance with its terms (subject to
applicable bankruptcy, reorganization, insolvency, and other similar laws
relating to or affecting the enforcement of creditors' rights generally and to
the availability of equitable remedies).
SECTION 7.2 ADDITIONAL COVENANTS. The individual stockholder of each
Corporate Management Stockholder hereby agrees:
(a) to cause his or her Corporate Management Stockholder to perform
its obligations hereunder, and each such individual stockholder hereby
personally guarantees to
17
Odyssey his or her Corporate Management Stockholder's timely performance of
its agreements and obligations under this Agreement; and
(b) that, for so long as any of his or her Corporate Management
Stockholder's Shares or Options are subject to this Agreement, he or she will
not Transfer any of his or her shares in such Corporate Management Stockholder
(except to a Permitted Transferee who shall agree to be bound by the terms of
this Agreement) or allow such Corporate Management Stockholder to issue or agree
to issue (pursuant to options, rights, convertible or exchangeable securities or
otherwise) any additional shares of its capital stock without the prior written
consent of Odyssey.
ARTICLE VIII
DEFINITIONS
Capitalized terms used herein and not otherwise defined herein shall have
the following meanings:
"AFFILIATE" means, with respect to any Person, any other person which,
directly or indirectly, controls, is controlled by or is under common control
with such person. For purposes of the preceding sentence, "control" shall
include the power to vote or direct the voting of more than fifty percent (50%)
of the voting shares, general partnership interests or other voting equity
interests of a person. Any partnership in which Odyssey or an Odyssey Affiliate
is a general partner shall be an Affiliate of Odyssey.
"BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.
"BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized by law to close.
"CAUSE", when used in connection with any Management Stockholder, shall
mean (i) with respect to a Management Stockholder who is a party to a written
employment agreement with the Company, which agreement contains a definition of
"for cause" or "cause" (or words of like import) for purposes of termination of
employment thereunder by the Company, "for cause" or "cause" as defined in the
most recent of such agreements, or (ii) in all other cases, that
18
one or more of the following has occurred: (A) any intentional or willful
failure by such Management Stockholder to substantially perform his or her
employment duties which shall not have been corrected within thirty days
following written notice of the duties which such Management Stockholder has
failed to substantially perform, (B) any engaging by such Management
Stockholder in misconduct which is significantly injurious to the Company or
any of its subsidiaries or affiliates, (C) any breach by such Management
Stockholder of any representation, warranty or covenant contained in this
Agreement, the subscription agreement executed by such Management Stockholder
or the representations, warranties or covenants contained in the instrument
pursuant to which an Option is granted to such Management Stockholder under
the Plan, or (D) such Management Stockholder's conviction of or entry of a
plea of NOLO CONTENDERE in respect of any felony, or of a misdemeanor which
results in or is reasonably expected to result in economic or reputational
injury to the Company or any of its subsidiaries. As used in this definition,
"Management Stockholder" shall also mean and refer to the individual
stockholder of each Corporate Management Stockholder.
"CLOSING" has the meaning ascribed to it in the Merger Agreement and the
Purchase Agreement.
"CLOSING DATE" shall mean the date on which the acquisition by subsidiaries
of the Company of both the Aviall Assets and Tri-Star pursuant to the Purchase
Agreement and the Merger Agreement are consummated, or, if both such
transactions are not consummated on the same date, the Closing of the later to
occur of such transactions.
"CONVERTIBLE SECURITY" shall mean any security that is convertible into the
common stock of the Company and any security that represents an option, warrant
or other right to purchase shares of common stock of the Company.
"CORPORATE MANAGEMENT STOCKHOLDER" shall mean any Management Stockholder
that is not a natural person.
"DISABILITY," when used in connection with any Management Stockholder,
means the inability (as determined by the Board in its sole discretion) of such
Management Stockholder, as a result of incapacity due to physical or mental
illness or disability, to perform his duties with the Company for six
consecutive months or shorter periods aggregating six months during any twelve-
month period. As used in this definition, "Management Stockholder" shall also
19
mean and refer to the individual stockholder of each Corporate Management
Stockholder.
"FAIR MARKET VALUE" means, at any time, the fair market value of a Share as
determined in accordance with the provisions set forth in Section 4.3.
"INDEBTEDNESS" means any indebtedness of the Company or its subsidiaries,
whether or not contingent, in respect of borrowed money or evidenced by bonds,
notes, debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof) or representing the balance deferred and unpaid
of the purchase price of any property (including capital lease obligations) or
representing any obligations of the Company or its subsidiaries under interest
rate swap agreements, interest rate cap agreements and interest rate collar
agreements and other agreements or arrangements designed to protect the Company
or its subsidiaries against fluctuations in interest rates, except any such
balance that constitutes an accrued expense or trade payable, and also includes,
to the extent not otherwise included, the guarantee of items which would be
included within this definition and any reserves for extraordinary items or
liabilities.
"LOCK-UP PERIOD" shall mean, with respect to any Share, a period of five
(5) years from the date a Management Stockholder first acquired such Shares.
"NASD" means the National Association of Securities Dealers, Inc.
"ORIGINAL ODYSSEY SHARES" means the maximum aggregate number of Shares
owned by Odyssey and its Affiliates during the 90-day period commencing on the
Closing Date (or the corresponding number of Shares resulting from any anti-
dilutive adjustment thereto).
"PERMITTED TRANSFEREE" means, with respect to any Management Stockholder, a
Person to whom any of the following transfers are made: (i) a transfer upon the
death of such Management Stockholder to such Management Stockholder's spouse or
descendants, or to his executor, administrator or testamentary or INTER VIVOS
trustee; (ii) a transfer in compliance with applicable federal and state
securities laws to a Management Stockholder's spouse or descendants as part of
such Management Stockholder's estate planning program, or to a trust, the sole
income beneficiaries of which, or a corporation or a partnership, the sole
stockholders or limited and general partners of which, include only such
20
Management Stockholder, such Management Stockholder's spouse and/or such
Management Stockholder's descendants; or (iii) a transfer not covered by clause
(i) or (ii) above that the Board of Directors, in its sole discretion, approves
in writing prior to the consummation thereof; PROVIDED that such transfer is in
compliance with applicable federal and state securities laws. In the event of
death or disability of any Person to whom a transfer is made pursuant to clause
(i), (ii) or (iii) above, the term "Permitted Transferee" shall include: (x) in
the case of such Person's death, such Person's spouse or descendants, or such
Person's executor, administrator or testamentary or INTER VIVOS trustee; or (y)
in the case of such Person's disability, such Person's legal guardian. As used
in this definition, "Management Stockholder" shall also mean and refer to the
individual stockholder of each Corporate Management Stockholder.
"PERSON" means any individual, corporation, partnership, limited liability
company, trust, unincorporated organization or government or political
department or agency thereof or other entity.
"REPURCHASE PRICE" means, with respect to any Surrendered Shares, the
applicable price at which such Shares are to be repurchased pursuant to Section
4.1.
"RPS" means R.P. Small Corp., an Illinois corporation wholly-owned by
Xxxxxxx X. Small.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"THIRD PARTY" means a prospective purchaser of Shares in an arm's-length
transaction from a Stockholder where such purchaser is not an Affiliate of such
Stockholder, provided that for purposes of Article II and III of this Agreement,
the Company shall not be deemed to be an Affiliate of any Stockholder.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1 SHARE CERTIFICATES. The Stockholders agree that each
certificate representing the Shares now or hereafter held by a Management
Stockholder shall be endorsed with a legend in substantially the following form
(which
21
legend shall be in addition to any legend reasonably required by the Company
in connection with compliance with the Securities Act):
"The securities represented by this certificate are subject to a
certain Agreement, dated as of September 19, 1996, which
provides, among other things, for certain restrictions on the (i)
voting and (ii) sale, transfer, pledge, hypothecation, or other
disposition of the securities represented by this certificate. A
copy of such Agreement is on file at the principal offices of the
Company and will be furnished upon request to the purchaser or
prospective purchaser of the securities represented by this
certificate."
Certificates for Shares issued to BT shall be endorsed with a legend
referencing the restrictions on such Shares set forth in this Agreement.
SECTION 9.2 AFTER-ACQUIRED SHARES. The provisions of this Agreement shall
apply to all Shares and Options now owned or hereafter issued or transferred to,
or acquired by, a Management Stockholder or any of its Affiliates in any
fashion, including but not limited to any Shares received by way of a dividend,
additional issuance, purchase, exchange, split-up, recapitalization,
reclassification, or conversion of Shares, any corporate reorganization, or any
other transaction, including the exercise of an Option granted under the Plan.
SECTION 9.3 EQUITABLE RELIEF. It is hereby acknowledged that irreparable
harm would occur in the event that any of the provisions of this Agreement were
not performed fully by the undersigned in accordance with the terms specified
herein, and that monetary damages are an inadequate remedy for breach of this
Agreement because of the difficulty of ascertaining and quantifying the amount
of damage that will be suffered by the parties relying hereon in the event that
the undertakings and provisions contained in this Agreement were breached or
violated. Accordingly, each party hereto shall be entitled to an injunction or
injunctions to restrain, enjoin, and prevent breaches of the undertakings and
provisions hereof and to enforce specifically the undertakings and provisions
hereof in any court of the United States or any state having jurisdiction over
the matter, it being understood that such remedies shall be in addition to, and
not in lieu of, any other rights and remedies available at law or in equity.
22
SECTION 9.4 NOTICES. Any and all notices, designations, consents, offers,
acceptances, or any other communication provided for herein shall be made in
writing by hand-delivery, first-class mail (registered or certified, with return
receipt requested), telecopier (with confirmation of receipt), or overnight air
courier guaranteeing next day delivery, to the address of the party appearing
under its name below (or to such other address as may be designated in writing
by such party):
IF TO ODYSSEY:
Odyssey Partners, L.P.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attn: Mr. Xxxxxxx Xxxxxx
WITH A COPY TO:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attn: Simeon Gold, Esq.
IF TO THE COMPANY:
Maple Leaf Aerospace, Inc.
00000 Xxxx Xxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Telecopier: (000) 000-0000
Attn: President/CEO
WITH COPIES TO:
Odyssey and Weil, Gotshal & Xxxxxx LLP at their addresses set forth
above.
IF TO BT:
_____________________
_____________________
_____________________
_____________________
IF TO A MANAGEMENT STOCKHOLDER:
To the address set forth next to the
Management Stockholder's name on the
signature pages hereof, with a copy
23
to such counsel as such Management
Stockholder may designate in writing
to the other parties hereto.
SECTION 9.5 AMENDMENT. Any provision of this Agreement may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed by
the Company, Odyssey, and any two or more Management Stockholders holding
collectively at the time of such amendment or waiver at least 51% of the
aggregate Shares held by all Management Stockholders.
SECTION 9.6 TERMINATION. (a) All rights, and the performance of all
obligations, under this Agreement, are conditioned upon the occurrence of the
Closing, and this Agreement shall be automatically terminated in its entirety,
without further action on the part of any person, if the Merger Agreement and
the Purchase Agreement are, by their terms or otherwise, terminated.
(b) This Agreement may be terminated at any time by an instrument in
writing signed by the parties hereto. Notwithstanding the previous sentence,
this Agreement (other than the registration rights granted to the Management
Stockholders pursuant to Article VI hereof) shall terminate on the first to
occur of (i) the tenth anniversary of the date of this Agreement, or (ii) such
time as the Odyssey Holders shall cease to own, in the aggregate, at least 25%
of the issued and outstanding shares of capital stock of the Company.
SECTION 9.7 WAIVER. No failure or delay on the part of any or all of the
parties hereto in exercising any right, power, or privilege hereunder, and no
course of dealing between the parties, shall operate as a waiver thereof nor
shall any single or partial exercise of any right, power, or privilege hereunder
preclude the simultaneous or later exercise of any other right, power, or
privilege. The rights and remedies herein expressly provided are cumulative and
not exclusive of any rights and remedies which any or all of the parties would
otherwise have.
SECTION 9.8 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
SECTION 9.9 GOVERNING LAW. This Agreement and the rights and obligations
of the parties hereunder shall be governed and construed in accordance with the
law of the
24
State of Delaware without giving effect to the conflict of laws provisions
thereof.
SECTION 9.10 BENEFIT AND BINDING EFFECT. This Agreement shall be binding
upon and shall inure to the benefit of each of the parties and their respective
successors and permitted assigns.
SECTION 9.11 SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement. The Management Stockholders hereby agree that, to the extent
that any court of competent jurisdiction finds that any provision of this
Agreement shall be unenforceable in light of the scope or length of time of its
coverage, then such scope and/or time period shall be reduced to the minimum
extent such that this Agreement be enforceable as nearly as possible in
accordance with its stated terms.
Section 9.12 ENTIRE AGREEMENT. This agreement supersedes any other
agreement, whether written or oral, that may have been made or entered into
between the parties hereto and constitutes the entire agreement by the parties
related to the matters specified herein.
SECTION 9.13 CONFIDENTIALITY. BT and the Management Stockholders hereby
agree to hold the terms and conditions of this Agreement in strict confidence
and not to make any disclosure with respect thereto, publicly or privately,
without the prior written consent of Odyssey. If a party is required to make
any such disclosure pursuant to applicable law, he, she or it (as appropriate)
shall notify Odyssey as early as possible in advance of the proposed disclosure,
which notice shall include the content of the proposed disclosure, the reasons
that such disclosure is required by law, and the time, place and media wherein
the disclosure is proposed to be made, and Odyssey shall have the right to
review and comment on such proposed disclosure prior to its release and to seek
a protective order with respect thereto.
[signature pages follow]
25
IN WITNESS WHEREOF, the parties hereto have signed and delivered this
Agreement as of the date first above written.
ODYSSEY PARTNERS, L.P.
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Xxxxxxx Xxxxxx,
a general partner
MAPLE LEAF AEROSPACE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
BT INVESTMENT PARTNERS, INC.
By: /s/ Xxxxxx X. Xxxx
----------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
[MANAGEMENT STOCKHOLDERS'
SIGNATURES PAGES FOLLOW]
26
SIGNATURE PAGE TO MANAGEMENT STOCKHOLDERS' AND
OPTIONHOLDERS' AGREEMENT
The undersigned has read this Amended and Restated Management Stockholders'
and Optionholders' Agreement, dated as of September 19, 1996, as amended and
restated as of May 15, 1997, and hereby agrees to be bound by the terms
thereof applicable to a Management Stockholder (as defined therein).
IN WITNESS WHEREOF, the undersigned has signed and delivered this Agreement
as of May 15, 1997.
By: /s/ Xxxxxxx X. Small
----------------------------------
Name: R. P. Small Corp.
Title: President
The undersigned has read this Amended and Restated Management Stockholders'
and Optionholders' Agreement, dated as of September 19, 1996, as amended and
restated as of May 15, 1997, and hereby agrees to be bound by the terms
thereof applicable to a Management Stockholder (as defined therein).
IN WITNESS WHEREOF, the undersigned has signed and delivered this Agreement
as of May 15, 1997.
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxxxx
27
