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EXHIBIT 10.5
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT (this "AGREEMENT") is made as of June 12, 1998,
by and among GLOBAL VACATION GROUP, INC., a New York corporation (formerly,
Allied Bus Corp.) (the "COMPANY"), XXXXXX EQUITY INVESTORS III, L.P., a Delaware
limited partnership (the "INVESTOR"), and each other Person listed on the
Schedule of Holders attached hereto as Exhibit A (together with the Investor,
the "SHAREHOLDERS").
RECITALS:
A. The Company, the Investor and certain other Shareholders
are parties to an Equity Purchase Agreement dated March 30, 1998 (the "PURCHASE
AGREEMENT"). In order to induce such Shareholders to enter into the Purchase
Agreement, the Company agreed to provide the registration rights set forth in
this Agreement. Any other Persons who purchase capital stock of the Company may,
with the consent of the Company's Board of Directors and the Investor, become
parties to this Agreement by executing a Joinder Agreement.
B. Unless otherwise provided in this Agreement, capitalized
terms used herein shall have the meanings set forth in Section 8 hereof.
AGREEMENT
The parties hereto agree as follows:
1. DEMAND REGISTRATIONS.
(a) REQUESTS FOR REGISTRATION. At any time after the
earlier of (i) 180 days after the closing of the Initial Public Offering or (ii)
the first anniversary of the date hereof, the holders of a majority of the
Registrable Securities may request registration under the Securities Act of all
or any portion of their Registrable Securities on Form S-1 or any similar
long-form registration ("LONG-FORM REGISTRATIONS").
(b) LONG-FORM REGISTRATIONS. The holders of a majority of
the Registrable Securities shall be entitled to request (i) two Long-Form
Registrations in which the Company shall pay all Registration Expenses
("COMPANY-PAID LONG-FORM REGISTRATIONS") and (ii) an unlimited number of
Long-Form Registrations in which the holders of Registrable Securities included
in such registration shall pay their share of the Registration Expenses as set
forth in Section 5 hereof. A registration shall not count as one of the
permitted Company-paid Long-Form Registrations until it has become effective and
no Long-Form Registration shall count as one of the permitted Company-paid
Long-Form Registrations unless the holders of Registrable Securities are able to
register and sell at least 90% of the Registrable Securities requested to be
included in such registration; provided that in any event the Company shall pay
all Registration Expenses in connection with any registration initiated as a
Company-paid
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Long-Form Registration whether or not it has become effective and
whether or not such registration has counted as one of the permitted
Company-paid Long-Form Registrations.
(c) SHORT-FORM REGISTRATIONS. In addition to the Long-Form
Registrations provided pursuant to Section l(b), the holders of a majority of
the Registrable Securities shall be entitled to request four registrations under
the Securities Act of all or part of their Registrable Securities on Forms S-2
or S-3 or any similar short-form registration ("SHORT-FORM REGISTRATIONS") in
which the Company shall pay all Registration Expenses. After the Company has
become subject to the reporting requirements of the Securities Exchange Act, the
Company shall use its best efforts to make Short-Form Registrations on Form S-3
available for the sale of Registrable Securities, including, without limitation,
as a "shelf registration" if so requested by the holders of a majority of the
Registrable Securities.
(d) DEMAND REGISTRATIONS. All registrations requested
pursuant to Sections l(a), (b) and (c) are referred to herein as "DEMAND
REGISTRATIONS." Demand Registrations shall be Short-Form Registrations whenever
the Company is permitted to use any applicable short form. Each request for a
Demand Registration shall specify the approximate number of Registrable
Securities requested to be registered. Within ten days after receipt of any such
request, the Company shall give written notice of such requested registration to
all other holders of Registrable Securities and, except as provided in Section
1(e) below, shall include in such registration all Registrable Securities with
respect to which the Company has received written requests for inclusion therein
within 15 days after the receipt of the Company's notice.
(e) PRIORITY ON DEMAND REGISTRATIONS. The Company shall not
include in any Demand Registration any securities which are not Registrable
Securities without the prior written consent of the holders of a majority of the
Registrable Securities included in such registration. If a Demand Registration
is an underwritten offering and the managing underwriters advise the Company in
writing that in their opinion the number of Registrable Securities and, if
permitted hereunder, other securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner in such
offering within a price range acceptable to the holders of Registrable
Securities making such Demand Registration, the Company shall include in such
registration: (i) first, the Investor Registrable Securities requested to be
included in such registration, pro rata among the holders of such Investor
Registrable Securities on the basis of the number of shares owned by such
holders; (ii) second, the Seller Registrable Securities requested to be included
in such registration, pro rata among the holders of such Seller Registrable
Securities on the basis of the number of shares owned by such holders; (iii)
third, the Management Registrable Securities requested to be included in such
registration, pro rata among the holders of such Management Registrable
Securities on the basis of the number of shares owned by such holders; and (iv)
fourth, other securities which are not Registrable Securities requested to be
included in such registration pursuant to contractual registration rights
("OTHER REGISTRABLE SECURITIES"), pro rata among the holders thereof on the
basis of the number of their securities requested to be included therein.
Without the consent of the Company and the holders of a majority of the
Registrable
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Securities included in such registration, any Persons other than holders of
Registrable Securities who participate in Demand Registrations must pay their
share of the Registration Expenses as provided in Section 5 hereof.
(f) RESTRICTIONS ON LONG-FORM REGISTRATIONS. The Company
shall not be obligated to effect any Long-Form Registration within 180 days
after the effective date of a previous Long-Form Registration or a previous
registration in which the holders of Registrable Securities were given piggyback
rights pursuant to Section 2 and in which there was no reduction in the number
of Registrable Securities requested to be included. The Company may postpone for
up to 180 days the filing or the effectiveness of a registration statement for a
Demand Registration if the Company and the holders of a majority of the
Registrable Securities agree that such Demand Registration would reasonably be
expected to have a material adverse effect on any proposal or plan by the
Company or any of its subsidiaries to engage in any acquisition of assets (other
than in the ordinary course of business) or any merger, consolidation, tender
offer, reorganization or similar transaction; provided that in such event, the
holders of Registrable Securities initially requesting such Demand Registration
shall be entitled to withdraw such request and, if such request is withdrawn,
such Demand Registration shall not count as one of the permitted Company-paid
Long Form Registrations hereunder and the Company shall pay all Registration
Expenses in connection with such registration. The Company may delay a Demand
Registration hereunder only once in any twelve-month period.
(g) SELECTION OF UNDERWRITERS. The holders of a majority of
the Registrable Securities included in any Long-Form Registration, which is a
Demand Registration, shall have the right to select the investment banker(s) and
manager(s) to administer the offering.
(h) OTHER REGISTRATION RIGHTS. Except as provided in this
Agreement, the Company shall not grant to any Persons the right to request the
Company to register any equity securities of the Company, or any securities
convertible or exchangeable into or exercisable for such securities, without the
prior written consent of the holders of a majority of the Registrable
Securities.
2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. Whenever the Company proposes to
register any of its securities under the Securities Act (other than the Initial
Public Offering or pursuant to a Demand Registration or a registration on Form
X-0, Xxxx X-0 or any successor form) and the registration form to be used may be
used for the registration of Registrable Securities (a "PIGGYBACK
REGISTRATION"), the Company shall give prompt written notice (in any event
within three business days after its receipt of notice of any exercise of demand
registration rights other than under this Agreement) to all holders of
Registrable Securities of its intention to effect such a registration and shall
include in such registration all Registrable
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Securities with respect to which the Company has received written requests for
inclusion therein within 25 days after the receipt of the Company's notice.
(b) PIGGYBACK EXPENSES. The Registration Expenses of the
holders of Registrable Securities shall be paid by the Company in all Piggyback
Registrations.
(c) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback
Registration is an underwritten primary registration on behalf of the Company,
and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such registration
exceeds the number which can be sold in an orderly manner in such offering
within a price range acceptable to the Company, the Company shall include in
such registration (i) first, the securities the Company proposes to sell; (ii)
second, the Investor Registrable Securities requested to be included in such
registration, pro rata among the holders of such Investor Registrable Securities
on the basis of the number of shares owned by such holders; (iii) third, the
Seller Registrable Securities requested to be included in such registration, pro
rata among the holders of such Seller Registrable Securities on the basis of the
number of shares owned by such holders; (iv) fourth, the Management Registrable
Securities requested to be included in such registration, pro rata among the
holders of such Management Registrable Securities on the basis of the number of
shares owned by such holders; and (v) fifth, Other Registrable Securities
requested to be included in such registration, pro rata among the holders
thereof on the basis of the number of Other Registrable Securities requested to
be included therein; provided, however that in any Piggyback Registration other
than the Initial Public Offering of the Company's Common Stock, the holders of
Registrable Securities shall be permitted to include in any such registration
not less than 25% of the number of shares of Common Stock proposed to be sold in
such offering, unless the holders of a majority of the Registrable Securities
requesting such Piggyback Registration agree in writing to reduce such position
or to waive their rights under this proviso.
(d) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
Other Registrable Securities, and the managing underwriters advise the Company
in writing that in their opinion the number of securities requested to be
included in such registration exceeds the number which can be sold in an orderly
manner in such offering within a price range acceptable to the holders of a
majority of the Registrable Securities to be included in such registration, the
Company shall include in such registration (i) first, the securities requested
to be included therein by the holders of Other Registrable Securities requesting
such registration, (ii) second, the Investor Registrable Securities requested to
be included in such registration, pro rata among the holders of such Investor
Registrable Securities on the basis of the number of shares owned by such
holders; (iii) third, the Seller Registrable Securities requested to be included
in such registration, pro rata among the holders of such Seller Registrable
Securities on the basis of the number of shares owned by such holders; (iv)
fourth, the Management Registrable Securities requested to be included in such
registration, pro rata among the holders of such Management Registrable
Securities on the basis of the number of shares owned by
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such holders; and (v) fifth, any non-requesting Other Registrable Securities
requested to be included in such registration, pro rata among the holders
thereof on the basis of the number of their securities requested to be included
therein.
(e) SELECTION OF UNDERWRITERS. If any Piggyback
Registration is an underwritten offering, the selection of investment banker(s)
and manager(s) for the offering must be approved by the Investor. Such approval
shall not be unreasonably withheld.
3. HOLDBACK AGREEMENTS.
(a) HOLDERS OF REGISTRABLE SECURITIES. Each holder of
Registrable Securities shall not effect any public sale or distribution
(including sales pursuant to Rule 144) of equity securities of the Company, or
any securities convertible into or exchangeable or exercisable for such
securities, during the seven days prior to and the 90-day period beginning on
the effective date of any underwritten Demand Registration or any underwritten
Piggyback Registration in which Registrable Securities are included (except as
part of such underwritten registration), unless the underwriters managing the
Demand Registration or Piggyback Registration otherwise agree.
(b) THE COMPANY. The Company shall not effect any public
sale or distribution of any of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities, during the
seven days prior to and during the 180-day period beginning on the first
effective date of any underwritten Demand Registration or any underwritten
Piggyback Registration (except as part of such Demand Registration or Piggyback
Registration or pursuant to registrations on Form S-4, Form S-8 or any successor
form), unless the underwriters managing the registered public offering otherwise
agree.
4. REGISTRATION PROCEDURES. Whenever the holders of
Registrable Securities have requested that any Registrable Securities be
registered pursuant to this Agreement, the Company shall use its best efforts to
effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof, and pursuant thereto
the Company shall as expeditiously as possible:
(a) prepare and file with the Securities and Exchange
Commission a registration statement with respect to such Registrable Securities
and use its best efforts to cause such registration statement to become
effective; provided that before filing a registration statement or prospectus or
any amendments or supplements thereto, the Company shall furnish to the counsel
selected by the holders of a majority of the Registrable Securities included in
such registration statement copies of all such documents proposed to be filed,
which documents shall be subject to the review and comment of such counsel;
(b) notify each holder of Registrable Securities of the
effectiveness of each registration statement filed hereunder and prepare and
file with the Securities and Exchange Commission such amendments and supplements
to such registration statement and
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the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than 120 days, if
applicable, and comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement; provided, however,
that if the Company is eligible to use Form S-3, the holders of Registrable
Securities may require the Company to keep such registration effective as a
"shelf registration" for a period of up to two years;
(c) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller; provided that the Company shall not be required
to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) subject itself
to taxation in any such jurisdiction, or (iii) consent to general service of
process in any such jurisdiction;
(e) notify each seller of such Registrable Securities, at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company shall
prepare a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading;
(f) cause all such Registrable Securities to be listed on
each securities exchange on which similar securities issued by the Company are
then listed and, if not so listed, to be listed on the NASD automated quotation
system and, if listed on the NASD automated quotation system, use its best
efforts to secure designation of all such Registrable Securities covered by such
registration statement as a NASDAQ "national market system security" within the
meaning of Rule llAa2-1 of the Securities and Exchange Commission or, failing
that, to secure NASDAQ authorization for such Registrable Securities and,
without limiting the generality of the foregoing, to arrange for at least two
market makers to register as such with respect to such Registrable Securities
with the NASD;
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(g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;
(h) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other actions as
the holders of a majority of the Registrable Securities being sold or the
underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities (including effecting a stock split or
a combination of shares);
(i) make available for inspection by any seller of
Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant or other
agent retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company's officers, directors, employees and independent accountants to
supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement;
(j) otherwise use its best efforts to comply with all
applicable rules and regulations of the Securities and Exchange Commission, and
make available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months beginning with
the first day of the Company's first full calendar quarter after the effective
date of the registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(k) permit any holder of Registrable Securities, which
holder, in the Company's sole and exclusive judgment, might be deemed to be an
underwriter or a controlling Person of the Company, to participate in the
preparation of such registration or comparable statement and to require the
insertion therein of material furnished to the Company in writing, which in the
reasonable judgment of such holder and its counsel should be included;
(l) in the event of the issuance of any stop order
suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any common stock included in such registration statement for
sale in any jurisdiction, the Company shall use its best efforts promptly to
obtain the withdrawal of such order;
(m) subject to Section 4(d) above, use its best efforts to
cause any Registrable Securities covered by such registration statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to enable the sellers thereof to consummate the disposition
of such Registrable Securities;
(n) obtain a cold comfort letter from the Company's
independent public accountants in customary form and covering such matters of
the type customarily
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covered by cold comfort letters as the holders of a majority of the Registrable
Securities being sold reasonably request; and
(o) if the offering is underwritten and at the request of
any seller of Registrable Securities, use its best efforts to furnish on the
date that Registrable Securities are delivered to the underwriters for sale
pursuant to such registration an opinion dated such date of counsel representing
the Company for the purposes of such registration, addressed to the underwriters
and to such seller, stating that such registration statement has become
effective under the Securities Act and that (i) to the best knowledge of such
counsel, no stop order suspending the effectiveness thereof has been issued and
no proceedings for that purpose have been instituted or are pending or
contemplated under the Securities Act, (ii) the registration statement, the
related prospectus and each amendment or supplement thereof comply as to form in
all material respects with the requirements of the Securities Act (except that
such counsel need not express any opinion as to financial statements contained
therein) and (iii) to such other matters as reasonably may be requested by
counsel for the underwriters or by such seller or its counsel.
5. REGISTRATION EXPENSES.
(a) PAYMENT OF REGISTRATION EXPENSES. All expenses incident
to the Company's performance of or compliance with this Agreement, including
without limitation all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws, printing expenses, messenger and
delivery expenses, fees and disbursements of custodians, and fees and
disbursements of counsel for the Company and all independent certified public
accountants, underwriters (excluding discounts and commissions) and other
Persons retained by the Company (all such expenses being herein called
"REGISTRATION EXPENSES"), shall be borne as provided in this Agreement, except
that the Company shall, in any event, pay its 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 or
quarterly review, the expense of any liability insurance and the expenses and
fees for listing the securities to be registered on each securities exchange on
which similar securities issued by the Company are then listed or on, the NASD
automated quotation system.
(b) REIMBURSEMENT OF REGISTRATION EXPENSES. In connection
with each Demand Registration and each Piggyback Registration, the Company shall
reimburse the holders of Registrable Securities included in such registration
for the reasonable fees and disbursements of one counsel chosen by the holders
of a majority of the Registrable Securities included in such registration and
for the reasonable fees and disbursements of each additional counsel retained by
any holder of Registrable Securities for the purpose of rendering a legal
opinion on behalf of such holder in connection with any underwritten Demand
Registration or Piggyback Registration.
(c) PAYMENT OF REGISTRATION EXPENSES BY HOLDERS OF
REGISTRABLE SECURITIES. To the extent Registration Expenses are not required to
be paid by the Company,
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each holder of securities included in any registration hereunder shall pay its
proportionate share of all Registration Expenses based upon the ratio of the
aggregate selling price of each holder's securities included therein to the
aggregate selling price of all securities to be so registered.
6. INDEMNIFICATION.
(a) INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify, to the extent permitted by law, each holder of Registrable
Securities, its officers and directors and each Person who controls such holder
(within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses caused by any untrue or alleged untrue statement of
material fact contained in any registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as the same are
caused by or contained in any information furnished in writing to the Company by
such holder expressly for use therein or by such holder's failure to deliver a
copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such holder with a
sufficient number of copies of the same. In connection with an underwritten
offering, the Company shall indemnify such underwriters, their officers and
directors and each Person who controls such underwriters (within the meaning of
the Securities Act) to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities.
(b) INDEMNIFICATION BY THE HOLDERS OF REGISTRABLE
SECURITIES. In connection with any registration statement in which a holder of
Registrable Securities is participating, each such holder shall furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, shall indemnify the Company, its
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so
furnished in writing by such holder; provided that the obligation to indemnify
shall be individual, not joint and several, for each holder and shall be limited
to the net amount of proceeds received by such holder from the sale of
Registrable Securities pursuant to such registration statement.
(c) PROCEDURE FOR INDEMNIFICATION. Any Person entitled to
indemnification hereunder shall (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification
(provided that the failure to give prompt notice shall not impair any Person's
right to indemnification hereunder to the extent such failure has not prejudiced
the indemnifying party) and (ii) unless in such indemnified party's
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reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
(d) SURVIVAL. The indemnification provided for under this
Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or
controlling Person of such indemnified party and shall survive the transfer of
securities. The Company also agrees to make such provisions, as are reasonably
requested by any indemnified party, for contribution to such party in the event
the Company's indemnification is unavailable for any reason.
7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may
participate in any registration hereunder unless such Person:
(a) in the case of a registration which is underwritten,
agrees to sell such Person's securities on the basis provided in the applicable
underwriting arrangement; provided, however, that no holder of less than 10% of
all Registrable Securities included in any underwritten registration (other than
an executive officer or director of the Company) shall be required to make any
representations or warranties to the Company or the underwriters (other than
representations and warranties regarding such holder, such holder's ownership of
stock and such holder's intended method of distribution) or to undertake any
indemnification obligations to the Company or the underwriters with respect
thereto, except as otherwise provided in Section 6 hereof;
(b) as expeditiously as possible, notifies the Company, at
any time when a prospectus relating to such Person's Registrable Securities is
required to be delivered under the Securities Act, of the happening of any event
as a result of which such prospectus contains an untrue statement of a material
fact or omits any fact necessary to make the statements therein not misleading;
(c) complies with all reasonable requests made by the
Company or its counsel with respect to the registration of such Person's
Registrable Securities, including, without limitation, providing access to all
relevant books and records; and
(d) completes, executes and delivers all questionnaires,
powers of attorney, indemnities, underwriting agreements and other usual and
customary documents necessary or appropriate with respect to the offering of
such Person's Registrable Securities,
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and in the case of a registration which is underwritten, necessary or
appropriate under the terms of such underwriting arrangements (subject to the
provision in Section 7(a) above).
8. DEFINITIONS.
(a) The term "INITIAL PUBLIC OFFERING" means the first
registered public offering of the Company's Common Stock by the Company under
the Securities Act with net proceeds to the Company of not less than $15
million.
(b) The term "INVESTOR REGISTRABLE SECURITIES" means all
Registrable Securities (i) initially issued by the Company to the Investor and
the other purchasers under the Purchase Agreement or the Recapitalization
Agreement and (ii) all other Registrable Securities subsequently acquired by
holders of Investor Registrable Securities. Investor Registrable Securities will
continue to be Investor Registrable Securities if held or acquired by any holder
of Registrable Securities other than a holder of Management Registrable
Securities.
(c) The term "MANAGEMENT AGREEMENT" means collectively
those certain Management Agreements dated March 30, 1998 between the Company and
Xxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxx Xxxxx and those certain option
agreements dated March 30, 1998 with Xxxxxx Xxxxxx.
(d) The term "MANAGEMENT REGISTRABLE SECURITIES" means all
Registrable Securities initially held by officers, directors or employees of the
Company, including those issued under any Management Agreement to Xxxxx Xxxxxx,
Xxxxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxxxx Xxxxxx. Management Registrable
Securities will continue to be Management Registrable Securities if held or
acquired by any holder of Registrable Securities other than a holder of Investor
Registrable Securities.
(e) The term "PERSON" means any individual, corporation,
partnership, joint venture, association, joint-stock company, limited liability
company, trust or unincorporated organization.
(f) The term "RECAPITALIZATION AGREEMENT" means that
certain Recapitalization Agreement dated March 18, 1998 among the Company, the
Investor, Allied Tours Holding Corp. and its shareholders.
(g) The term "REGISTRATION EXPENSES" has the meaning set
forth in Section 5 above.
(h) The term "REGISTRABLE SECURITIES" means (i) any Common
Stock issued pursuant to the Recapitalization Agreement, the Purchase Agreement,
any Management Agreement or any Seller Subscription Agreement (whether issued
before or after the date hereof), (ii) any other Common Stock issued or issuable
with respect to the securities referred to in clause (i) by way of a stock
dividend or stock split or in connection with an exchange or
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combination of shares, recapitalization, merger, consolidation or other
reorganization, and (iii) any other shares of Common Stock held by Persons
holding securities described in clauses (i) and (ii), inclusive above,
including, without limitation, any shares of Common Stock issued upon conversion
of the Company's preferred stock. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when they have been
distributed to the public pursuant to a offering registered under the Securities
Act or sold to the public through a broker, dealer or market maker in compliance
with Rule 144 under the Securities Act (or any similar rule then in force). For
purposes of this Agreement, a Person shall be deemed to be a holder of
Registrable Securities whenever such Person has the right to acquire such
Registrable Securities (upon conversion of any capital stock or upon exercise of
any options or warrants or in connection with a transfer of securities or
otherwise, but disregarding any restrictions or limitations upon the exercise of
such right), whether or not such acquisition has actually been effected.
(i) The term "SECURITIES ACT" means the Securities Act of
1933, as amended, or any similar federal law then in force.
(j) The term "SECURITIES EXCHANGE ACT" means the Securities
Exchange Act of 1934, as amended, or any similar federal law then in force.
(k) The term "SELLER REGISTRABLE SECURITIES" means all
Registrable Securities issued pursuant to a Seller Subscription Agreement or
held by any former stockholder of any business acquired by the Company
(initially this shall mean Allied Tours Holding Corp., Xxxxx X. Xxxxxx, Xxxxxxx
X. Xxxxxx and Xxxxx X. Xxxxxx). Seller Registrable Securities will continue to
be Seller Registrable Securities if held or acquired by any holder of
Registrable Securities other than a holder of Investor Registrable Securities or
Management Registrable Securities.
(l) The term "SELLER SUBSCRIPTION AGREEMENT" means any one
of the following: (i) that certain stock subscription agreement dated March 30,
1998 with Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx; (ii) that certain stock
subscription agreement dated May 4, 1998 with Xxxxx X. Xxxxxx; or (iii) any
other stock subscription agreement for the purchase of restricted capital stock
of the Company by Persons who are seller(s) of businesses acquired by the
Company where such Persons have executed a Joinder Agreement.
9. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. The Company shall not
hereafter enter into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the holders of Registrable
Securities in this Agreement.
(b) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The
Company shall not take any action, or permit any change to occur, with respect
to its securities which would adversely affect the ability of the holders of
Registrable Securities to include such
-12-
13
Registrable Securities in a registration undertaken pursuant to this Agreement
or which would adversely affect the marketability of such Registrable Securities
in any such registration.
(c) REMEDIES. Any Person having rights under any provision
of this Agreement shall be entitled to enforce such rights specifically to
recover damages caused by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law. The parties hereto
agree and acknowledge that money damages may not be an adequate remedy for any
breach of the provisions of this Agreement and that any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or other security) for specific performance and for
other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement.
(d) AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the Company and the Investor. Notwithstanding the
foregoing, in the event that the Investor holds less than 30% of the Registrable
Securities held by the Investor on the date immediately following the closing of
the Initial Public Offering then any amendment or waiver shall be approved by
the Company and the holders of a majority of all Registrable Securities.
(e) SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities.
(f) 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.
(g) COUNTERPARTS; FACSIMILE TRANSMISSION. This Agreement
may be executed simultaneously in two or more counterparts, any one of which
need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same Agreement. Each
party to this Agreement agrees that it will be bound by its own telecopied
signature and that it accepts the telecopied signature of each other party to
this Agreement.
(h) DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
-13-
14
(i) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of New York, without
giving effect to any choice of law or conflict of law rules or provisions
(whether of the State of New York or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New
York.
(j) NOTICES. All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, sent to the recipient by reputable overnight
courier service (charges prepaid) or 48 hours after deposited in the United
States mail, certified or registered to the recipient by postage prepaid or by
facsimile. Such notices, demands and other communications shall be sent to the
Investor and to each Shareholder at the addresses indicated on the Schedule of
Holders attached hereto and to the Company at the address of its corporate
headquarters or to such other address or to the attention of such other Person
as the recipient party has specified by prior written notice to the sending
party.
(k) NEW PARTIES. During the term of this Agreement, the
Company may, with the consent of the Company's Board of Directors and the
Investor, allow other Persons to become parties to this Agreement by executing a
Joinder Agreement, and the Schedule of Holders attached hereto as Exhibit A
shall be revised and updated accordingly.
(l) TERMINATION OF AGREEMENT. All registration rights
granted hereunder will expire and this Agreement will be terminated at such time
as (i) 90% of the Registrable Securities originally issued by the Company to the
Investor pursuant to the Purchase Agreement and the Recapitalization Agreement
have been sold to the public (either in an offering registered under the
Securities Act or pursuant to Rule 144 promulgated under the Securities Act),
and (ii) the average daily trading volume of the Common Stock over the six-month
period immediately preceding the termination is at least one-quarter of one
percent (1/4%) of the Company's outstanding Common Stock.
[THIS SPACE INTENTIONALLY LEFT BLANK]
-14-
15
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
GLOBAL VACATION GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board and Chief
Executive Officer
XXXXXX EQUITY INVESTORS III, L.P.
By: TC Equity Partners, LLC
Its: General Partner
By: /s/ Xxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Member
/s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
-------------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
-------------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
-------------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxx
-15-
16
/s/ J. Xxxxxxx Xxxxx, Xx.
-------------------------------------------
J. Xxxxxxx Xxxxx, Xx.
ALLIED TOURS HOLDING CORP.
/s/ Xxxxxxx Xxxxxx
-------------------------------------------
By: Xxxxxxx Xxxxxx
Its:
-------------------------------------------
TC CO-INVESTORS, LLC
By: TC Management LLC
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Member
Xxxxxxxxx Family Limited Partnership
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: General Partner
/s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------------------
Xxxxxx X. Xxxxxx, Xx.
/s/ Xxxx X. Xxxx
-------------------------------------------
Xxxx X. Xxxx
/s/ Xxxx Xxxxx
-------------------------------------------
Xxxx Xxxxx
/s/ Xxxxx X. Xxxxxxxx, III
-------------------------------------------
Xxxxx X. Xxxxxxxx, III
-16-
17
Xxxxxxxxx Family Trust, dated June 27, 1986
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Trustee
Xxxxxx X. Xxxxxxxxx Revocable Trust
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxxxx
Trustee
/s/ Xxxxx Xxxx /s/ Xxxxxxxx Xxxx
-------------------------------------------
Xxxxx Xxxx and Xxxxxxxx Xxxx
/s/ Xxxx X. Xxxxxx /s/ Mari Xxx Xxxxxxx
-------------------------------------------
Xxxx X. Xxxxxx and Mari Xxx Xxxxxxx
/s/ Xxxxx XxXxxxx
-------------------------------------------
Xxxxx XxXxxxx
/s/ Xxxxx X. XxXxxxxx
-------------------------------------------
Xxxxx X. XxXxxxxx
PSERD Trust
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxx
Trustee
/s/ Xxxxxx Xxxxxxx
-------------------------------------------
Xxxxxx Xxxxxxx
-17-
18
/s/ Xxxxx X. Xxxxxxx
-------------------------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxxx Xxxxxx
-------------------------------------------
Xxxxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxx
-18-
19
EXHIBIT A TO
REGISTRATION AGREEMENT
SCHEDULE OF HOLDERS
INVESTOR:
Xxxxxx Equity Investors III, L.P.
c/x Xxxxxx Equity Partners
0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxx Xxxxxx
OTHER SHAREHOLDERS:
Xxxxx X. Xxxxxx Xxxxxx Xxxxxxx
c/o Global Vacation Group, Inc. c/o The Carlyle Group
0000 Xxx Xxxx Xxxxxx, XX, Xxxxx 000 0000 Xxxxxxxxxxxx Xxx., XX
Xxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Xxxxxx Xxxxxx TC Co-Investors, LLC
c/o Global Vacation Group, Inc. c/x Xxxxxx Capital Partners
0000 Xxx Xxxx Xxxxxx, XX, Xxxxx 000 0000 Xxxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, XX 00000 Xxxxx 000
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx, Xx.
Partner Allied Tours Holding Corp.
Akin Gump c/o Global Vacation Group, Inc. -
0000 Xxx Xxxxxxxxx Xxx., XX Allied Division
Xxxxx 000 000 X. 00xx Xxxxxx
Xxxxxxxxxx, XX 00000 00xx Xxxxx
Xxx Xxxx, XX 00000
Xxxx X. Xxxx
Xxxxxxx Xxxxxxx Xxxxxxxxx Family Limited Partnership
0000 X Xx., XX, Xxxxx 000 c/o Xxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000 Chairman
Onex Food Services, Inc.
J. Xxxxxxx Xxxxx, Xx. 0000 Xxxx Xxxxxx Xxxxx
c/o Global Vacation Group, Inc. Xxxxxxxx, XX 00000
0000 Xxx Xxxx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, XX 00000
A-1
20
Xxxxx X. Xxxxx Xxxxx X. Xxxxxxxx, III
0 Xxxxxxxx Xxxx Chairman & CEO
Xxxxxx Xxxx, XX 00000 RRE Investors, LLC
000 Xxxx 00xx Xxxxxx, 00xx Xx.
Xxxx X. Xxxxxx and Xxxx Xxx Xxxxxxx Xxx Xxxx, XX 00000
0000 Xxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000 Xxxxxxxxx Family Trust
dated June 27, 1986
Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxxxxx
President & CEO Trustee
Software AG-Americas P.O. Box 100
00000 Xxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxx, XX 00000-0000
Xxxxxx, XX 00000-0000
Xxxxxx X. Xxxxxxxxx Revocable Trust
Xxxx Xxxxx Xxxxxx Xxxxxxxxx
X.X. Xxx 00 Xxxxxxx
Xxxxxxxx, XX 00000 48 Lessay
Xxxxxxx Xxxxx, XX 00000
Xxxxx XxXxxxxx
CFO Xxxxxxx X. Xxxxxx
Software AG-Americas 000 X. Xxxxxxxxxxx Xxxxxx
00000 Xxxxxxx Xxxxxx Xxxxx Xxx. 0000
Xxxxxx, XX 00000-0000 Xxxxxxxxxxxx, XX 00000
Xxxxx XxXxxxx Xxxxx X. Xxxxxxx
0000 X. Xxxx Xxxxxx 000 Xxxxxx Xxxx
Xxxxx 000 Xxxxxxxxxxxx, XX 00000
Xxx Xxxxxxx, XX 00000
Xxxxx X. and Xxxxxxxx Xxxx
Xxxxx X. Xxxxxx 0000 Xxxx Xxxxx
XXX Xxxxxxxxxxx XxXxxx, XX 00000
0000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxxx, XX 00000
Xxxxxx Xxxxxx
7 Harborage Island
Xxxx Xxxxxxxxxx, XX 00000
PSERD Trust, dated March 11, 1986
Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx,
Trustees
00000 Xxxxx Xxxx
Xxx Xxxxx Xxxxx, XX 00000
A-2
21
JOINDER AGREEMENT
TO REGISTRATION RIGHTS AGREEMENT
This Joinder Agreement (this "JOINDER AGREEMENT") is made as
of the date written below by the undersigned (the "JOINING PARTY") and the
parties to the Registration Rights Agreement, dated as of June 12, 1998 (the
"REGISTRATION AGREEMENT") among Global Vacation Group, Inc., Xxxxxx Equity
Investors III, L.P. and the Shareholders. Capitalized terms used but not defined
herein shall have the meanings given such terms in the Registration Agreement.
Accordingly, the Joining Party hereby acknowledges, agrees and
confirms that, by its execution of this Joinder Agreement, the Joining Party
will be deemed to be a party to the Registration Agreement and shall have all of
the obligations of a "SHAREHOLDER" thereunder as if such Joining Party had
executed the Registration Agreement. The Joining Party hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Registration Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Joinder
Agreement as of the date written below.
Date: June 15, 1998
JOINING PARTY: 1995 XXXXXX GRANDCHILDREN'S
-------------- IRREVOCABLE DEED OF TRUST
Address:
c/o Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
The Xxxxxxxxxxx, Apt #2701 --------------------------------
000 X. Xxxxxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx
Xxxxxxxxxxxx, XX 000000 ------------------------------
Tel: (000) 000-0000 Title: Fiduciary of Trust
------------------------------
APPROVED BY:
XXXXXX EQUITY INVESTORS III, L.P.
By: TC Equity Partners, L.L.C.
Its: General Partner
By: [SIGNATURE APPEARS HERE]
--------------------------------
Name:
--------------------------------
Its:
--------------------------------
22
JOINDER AGREEMENT
TO REGISTRATION RIGHTS AGREEMENT
This Joinder Agreement (this "JOINDER AGREEMENT") is made as
of the date written below by the undersigned (the "JOINING PARTY") and the
parties to the Registration Rights Agreement, dated as of June 12, 1998 (the
"REGISTRATION AGREEMENT") among Global Vacation Group, Inc., Xxxxxx Equity
Investors III, L.P. and the Shareholders. Capitalized terms used but not defined
herein shall have the meanings given such terms in the Registration Agreement.
Accordingly, the Joining Party hereby acknowledges, agrees and
confirms that, by its execution of this Joinder Agreement, the Joining Party
will be deemed to be a party to the Registration Agreement and shall have all of
the obligations of a "SHAREHOLDER" thereunder as if such Joining Party had
executed the Registration Agreement. The Joining Party hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Registration Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Joinder
Agreement as of the date written below.
Date: June 15, 1998
--------------------
JOINING PARTY: XXXXX XXXXXX TRUST
FBO XXXXXX XXXXXX
Address:
c/o Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxx
0 Xxxxxxxx Xxxx ------------------------------
Xxxxxx Xxxx, XX 00000 Name: Xxxxx X. Xxxxxxxx
Tel: (000) 000-0000 ---------------------------
Tax I.D. No.: Title: Trustee
---------------------------
APPROVED BY:
XXXXXX EQUITY INVESTORS III, L.P.
By: TC Equity Partners, L.L.C.
Its: General Partner
By: [SIGNATURE APPEARS HERE]
------------------------------
Name:
----------------------------
Its:
----------------------------
23
JOINDER AGREEMENT
TO REGISTRATION RIGHTS AGREEMENT
This Joinder Agreement (this "JOINDER AGREEMENT") is made as
of the date written below by the undersigned (the "JOINING PARTY") and the
parties to the Registration Rights Agreement, dated as of June 12, 1998 (the
"REGISTRATION AGREEMENT") among Global Vacation Group, Inc., Xxxxxx Equity
Investors III, L.P. and the Shareholders. Capitalized terms used but not defined
herein shall have the meanings given such terms in the Registration Agreement.
Accordingly, the Joining Party hereby acknowledges, agrees and
confirms that, by its execution of this Joinder Agreement, the Joining Party
will be deemed to be a party to the Registration Agreement and shall have all of
the obligations of a "SHAREHOLDER" thereunder as if such Joining Party had
executed the Registration Agreement. The Joining Party hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Registration Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Joinder
Agreement as of the date written below.
Date: June 15, 1998
---------------
JOINING PARTY: XXXXX XXXXXX TRUST
FBO XXXXX XXXXXX
Address:
c/o Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxx
0 Xxxxxxxx Xxxx ------------------------------
Xxxxxx Xxxx, XX 00000 Name: Xxxxx X. Xxxxxxxx
Tel: (000) 000-0000 ---------------------------
Tax I.D. No.: Title: Trustee
---------------------------
APPROVED BY:
XXXXXX EQUITY INVESTORS III, L.P.
By: TC Equity Partners, L.L.C.
Its: General Partner
By: [SIGNATURE APPEARS HERE]
------------------------------
Name:
----------------------------
Its:
----------------------------
24
JOINDER AGREEMENT
TO REGISTRATION RIGHTS AGREEMENT
This Joinder Agreement (this "JOINDER AGREEMENT") is made as
of the date written below by the undersigned (the "JOINING PARTY") and the
parties to the Registration Rights Agreement, dated as of June 12, 1998 (the
"REGISTRATION AGREEMENT") among Global Vacation Group, Inc., Xxxxxx Equity
Investors III, L.P. and the Shareholders. Capitalized terms used but not defined
herein shall have the meanings given such terms in the Registration Agreement.
Accordingly, the Joining Party hereby acknowledges, agrees and
confirms that, by its execution of this Joinder Agreement, the Joining Party
will be deemed to be a party to the Registration Agreement and shall have all of
the obligations of a "SHAREHOLDER" thereunder as if such Joining Party had
executed the Registration Agreement. The Joining Party hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Registration Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Joinder
Agreement as of the date written below.
Date: June 15, 1998
--------------
JOINING PARTY: XXXXX XXXXXX TRUST
FBO XXXXXX GRANDCHILDREN
Address:
c/o Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxx
0 Xxxxxxxx Xxxx ------------------------------
Xxxxxx Xxxx, XX 00000 Name: Xxxxx X. Xxxxxxxx
Tel: (000) 000-0000 ---------------------------
Tax I.D. No.: Title: Trustee
---------------------------
APPROVED BY:
XXXXXX EQUITY INVESTORS III, L.P.
By: TC Equity Partners, L.L.C.
Its: General Partner
By: [SIGNATURE APPEARS HERE]
------------------------------
Name:
----------------------------
Its:
----------------------------
