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EXHIBIT 4
GLOBAL VACATION GROUP, INC. LOCK-UP LETTER
June 12, 1998
XXXXX XXXXXX INC.
NATIONSBANC XXXXXXXXXX SECURITIES LLC
BANCAMERICA XXXXXXXXX XXXXXXXX
c/o XXXXX XXXXXX INC.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
The undersigned understands that you and certain other firms propose to
enter into an Underwriting Agreement (the "Underwriting Agreement") providing
for the purchase by you and such other firms (the "Underwriters") of shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
Global Vacation Group, Inc. (the "Company") and that the Underwriters propose to
reoffer the Shares to the public.
In consideration of the execution of the Underwriting Agreement by the
Underwriters, and for other good and valuable consideration, the undersigned
hereby irrevocably agree that without the prior written consent of Xxxxx Xxxxxx
Inc. the undersigned will not (and, except as may be disclosed in the
Prospectus, will not announce or disclose any intention to) sell, offer to sell,
solicit an offer to buy, contract to sell, grant any option to purchase, or
otherwise transfer or dispose of, any shares of Common Stock, or any securities
convertible into or exercisable or exchangeable for Common Stock, for a period
of 180 days after the date of the final Prospectus relating to the offering of
the Shares to the public by the Underwriters. Prior to the expiration of such
period, the undersigned will not announce or disclose any intention to do
anything after the expiration of such period which the undersigned is
prohibited, as provided in the preceding sentence, from doing during such
period.
Notwithstanding the foregoing, the undersigned may transfer any or all
shares of Common Stock held by it (i) as a bona fide gift or gifts or (ii) as a
distribution to limited partners or shareholders of such person; provided the
transferee or transferees thereof agree(s) in writing as a condition precedent
to such transfer to be bound by the terms hereof. The transferor shall notify
Xxxxx Xxxxxx, Inc. in writing prior to the transfer, and there shall be no
further transfer of such shares except in accordance with this letter agreement.
Moreover, notwithstanding any other provision of this letter agreement, the
undersigned may exercise during the 180 day period described above any option to
purchase shares of Common Stock,
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provided, however, that any shares so acquired shall be subject to the
provisions of this letter agreement.
The undersigned agrees that the provisions of this letter agreement
shall be binding also upon the successors, assigns, heirs and personal
representatives of the undersigned.
In furtherance of the foregoing, the Company and its Transfer Agent are
hereby authorized to decline to make any transfer of securities of such transfer
would constitute a violation or breach of this letter agreement.
It is understood that, if the Underwriting Agreement does not become
effective, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment for
and delivery of the Shares, you will release us from our obligations under this
letter agreement.
Very truly yours,
XXXXXX EQUITY INVESTORS III, L.P.
By:/s/ Xxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxxx
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