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EXHIBIT 10.2
EQUITY PURCHASE AGREEMENT
BETWEEN
GLOBAL VACATION GROUP, INC.
(FORMERLY, ALLIED BUS CORP.)
AND
▇▇▇▇▇▇ EQUITY INVESTORS III, L.P.
AND
CERTAIN OTHER PURCHASERS
DATED MARCH 30, 1998
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TABLE OF CONTENTS
PAGE
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ARTICLE I AUTHORIZATION AND CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Authorization of the Stock . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Purchase and Sale of the Stock at Initial Closing . . . . . . . . . . . 2
(a) Initial Purchase . . . . . . . . . . . . . . . . . . . . . . . . 2
(b) Use of Proceeds of Initial Purchase . . . . . . . . . . . . . . 2
(c) Initial Closing . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Subsequent Take-Downs of Class A Preferred . . . . . . . . . . . . . . . 2
(a) Request for Takedowns . . . . . . . . . . . . . . . . . . . . . 2
(b) Subsequent Closings . . . . . . . . . . . . . . . . . . . . . . 3
(c) Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE II CONDITIONS OF THE PURCHASERS' OBLIGATIONS AT CLOSING . . . . . . . . . . . 3
2.1 Initial Closing Conditions . . . . . . . . . . . . . . . . . . . . . . . 3
(a) Representations and Warranties, Covenants . . . . . . . . . . . 3
(b) Management Agreements . . . . . . . . . . . . . . . . . . . . . 3
(c) Shareholders Agreement . . . . . . . . . . . . . . . . . . . . . 4
(d) Professional Services Agreement . . . . . . . . . . . . . . . . 4
(e) Compliance with Applicable Laws . . . . . . . . . . . . . . . . 4
(f) Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.2 Subsequent Closing Conditions . . . . . . . . . . . . . . . . . . . . . 4
(a) Representations and Warranties, Covenants . . . . . . . . . . . 4
(b) Compliance with Applicable Laws . . . . . . . . . . . . . . . . 4
(c) Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE III COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.1 Financial Statements and Other Information . . . . . . . . . . . . . . . 5
3.2 Inspection of Property . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.3 Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.4 Unrelated Business Taxable Income . . . . . . . . . . . . . . . . . . . 7
3.5 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Compliance . . . . . . . . . . . . . . . . . . . . . . 7
3.6 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.7 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE IV TRANSFER OF RESTRICTED SECURITIES . . . . . . . . . . . . . . . . . . . . 8
4.1 Transfer of Restricted Securities . . . . . . . . . . . . . . . . . . . 8
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ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . . . . . . . . 9
5.1 Organization and Corporate Power . . . . . . . . . . . . . . . . . . . . 9
5.2 Capital Stock and Related Matters . . . . . . . . . . . . . . . . . . . 9
5.3 Subsidiaries; Investments . . . . . . . . . . . . . . . . . . . . . . . 10
5.4 Authorization; No Breach . . . . . . . . . . . . . . . . . . . . . . . . 10
5.5 Violation of Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.6 Governmental Consent, etc. . . . . . . . . . . . . . . . . . . . . . . . 10
5.7 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE VI PURCHASER'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . 11
6.1 Purchaser's Investment Representations . . . . . . . . . . . . . . . . . 11
6.2 Authorization; No Breach . . . . . . . . . . . . . . . . . . . . . . . . 11
6.3 Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.4 Governmental Consent, etc. . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE VII DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
8.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
8.2 Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.3 Consent to Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.4 Survival of Representation and Warranties . . . . . . . . . . . . . . . 15
8.5 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.6 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.8 Descriptive Headings; Interpretation . . . . . . . . . . . . . . . . . . 16
8.9 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.10 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.11 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
LIST OF EXHIBITS
Exhibit A Form of Senior Management Agreement
Exhibit B Shareholders Agreement
Exhibit C Professional Services Agreement
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PURCHASE AGREEMENT
THIS AGREEMENT is made as of March 30, 1998, between GLOBAL
VACATION GROUP, INC., a New York corporation (formerly, Allied Bus Corp.) (the
"COMPANY"), ▇▇▇▇▇▇ EQUITY INVESTORS III, L.P., a Delaware limited partnership
("▇▇▇▇▇▇ III"), and each of the other persons or entities set forth in the
Schedule of Purchasers attached hereto (collectively with ▇▇▇▇▇▇ III, the
"PURCHASERS" and individually a "PURCHASER"). Except as otherwise indicated
herein, capitalized terms used herein are defined in Section 7 hereof.
RECITALS:
A. The Company was formed in 1959 for the purpose of
engaging in the vacation package and tour business.
B. Pursuant to a Recapitalization Agreement dated March
18, 1998 (the "RECAPITALIZATION AGREEMENT") by and among the Company, ▇▇▇▇▇▇
III, Allied Tours Holding Corp. ("ALLIED PARENT"), and the shareholders of
Allied Parent (the "EXISTING SHAREHOLDERS"), ▇▇▇▇▇▇ III has acquired an
aggregate of (i) 22,249 shares of the Company's Class A Preferred Stock, par
value $1,000 per share (the "CLASS A PREFERRED"), and (ii) 247,215 shares of
the Company's Common Stock, $.01 par value per share (the "COMMON").
C. At the Initial Closing, the Purchasers desire to
purchase from the Company, and the Company desires to sell to the Purchasers
(i) an aggregate of 1,227.64 shares of Class A Preferred and (ii) an aggregate
of 266,425.4 shares of the Common, in the amount set forth opposite each
Purchaser's name on the Schedule of Purchasers attached hereto.
D. At the Subsequent Closings, if any, ▇▇▇▇▇▇ III will
purchase from the Company, and the Company will sell to ▇▇▇▇▇▇ III, up to an
aggregate of 22,751 additional shares of the Class A Preferred.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
AUTHORIZATION AND CLOSING
1.1 AUTHORIZATION OF THE STOCK. The Company shall
authorize the issuance and sale to the Purchasers of up to an aggregate of
23,978.64 shares of Class A Preferred and an aggregate of 266,425.4 shares of
Common, each having the rights and preferences set forth in
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Exhibit A attached hereto. The Class A Preferred and the Common are
collectively referred to herein as the "STOCK."
1.2 PURCHASE AND SALE OF THE STOCK AT INITIAL CLOSING.
(a) INITIAL PURCHASE. Subject to the terms and
conditions set forth in this Section 1.2 and in Section 2.1, at the Initial
Closing, the Company shall sell to each Purchaser and, each Purchaser shall
purchase from the Company:
(i) that number of shares of the Class A
Preferred set forth opposite such Purchaser's name in the
Schedule of Purchasers attached hereto, at a purchase price of
$1,000 per share; and
(ii) that number of shares of the Common
set forth opposite such Purchaser's name set forth in the
Schedule of Purchasers attached hereto, at a purchase price of
$10 per share.
(b) USE OF PROCEEDS OF INITIAL PURCHASE. The
funds obtained by the Company from the Purchasers at the Initial Closing shall,
together with debt financing provided by The Bank of New York ("LENDER")
pursuant to the Credit Agreement (the "CREDIT AGREEMENT") dated March 27, 1998,
as amended, between Lender, the Company and its Subsidiaries, be used to (i)
finance the Company's costs of consummating the acquisition of Haddon Holidays,
Inc. ("HADDON") and (ii) provide funds for the Company's working capital
requirements.
(c) INITIAL CLOSING. The closing of the purchase
and sale of the Stock to be purchased pursuant to Sections 1.2(a) (the "INITIAL
CLOSING") shall take place at the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ at 10:00 a.m. on March 30, 1998
or at such other place or on such other date as may be mutually agreeable to
the Company and the Purchasers. At the Initial Closing, the Company shall
deliver to each Purchaser stock certificates evidencing the Stock to be
purchased by such Purchaser, registered in such Purchaser's name, upon payment
of the purchase price thereof by, at the Company's option, either a cashier's
or certified check, or by wire transfer of immediately available funds to such
account as designated by the Company.
1.3 SUBSEQUENT TAKE-DOWNS OF CLASS A PREFERRED.
(a) REQUEST FOR TAKEDOWNS. The Company may from
time to time request that ▇▇▇▇▇▇ III purchase from the Company up to 22,751
additional shares of Class A Preferred at a purchase price of $1,000 per share
(an aggregate purchase price of $22,751,000) (such purchases are referred to as
"TAKE-DOWNS"). Such requests shall be made in conjunction with and for the
purpose of funding future acquisitions of vacation package tour businesses by
the Company and shall be presented to ▇▇▇▇▇▇ III in writing. ▇▇▇▇▇▇ III shall
accept or reject such Take-Down within 10 business days of receiving such
request. The Company and ▇▇▇▇▇▇ III shall agree upon a date (the "SUBSEQUENT
CLOSING DATE") for the closing (the "SUBSEQUENT
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CLOSING") of the additional shares of Class A Preferred to be purchased in
connection with such Take-Down.
(b) SUBSEQUENT CLOSINGS. Subsequent Closings
shall take place on the Subsequent Closing Date at the offices of ▇▇▇▇▇ &
▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, or at such
other place as shall be agreed to by ▇▇▇▇▇▇ III and the Company. At a
Subsequent Closing, upon the satisfaction of the provisions of this Section 1.3
and of Section 2.2, the Company shall deliver to ▇▇▇▇▇▇ III stock certificates
evidencing the shares of Class A Preferred to be purchased by ▇▇▇▇▇▇ III
registered in its name, upon payment of the purchase price thereof by, at the
Company's option, either a cashier's or certified check, or by wire transfer of
immediately available funds to such account as designated by the Company.
(c) TERMINATION. The provisions of this Section
1.3 shall terminate on the earlier to occur of the following events: (i) the
written consent of the holders of greater than 50% of the outstanding shares of
Class A Preferred and the Company; (ii) a Drag-Along Sale (as defined in the
Shareholders Agreement); (iii) a merger or other business combination involving
the Company in which the holders of the Company's capital stock immediately
prior to the effective time of such merger or business combination own less
than 50% of the capital stock of the surviving corporation (determined on a
fully-diluted basis) immediately after the effective time of such merger or
business combination; or (iv) the closing of an IPO Event (as defined in the
Shareholders Agreement).
ARTICLE II
CONDITIONS OF THE PURCHASERS' OBLIGATIONS
AT CLOSINGS
2.1 INITIAL CLOSING CONDITIONS. The obligation of the
Purchasers to purchase and pay for the Stock at the Initial Closing is subject
to the satisfaction as of the Initial Closing of the following conditions:
(a) REPRESENTATIONS AND WARRANTIES, COVENANTS.
The representations and warranties contained in Section 5 hereof shall be true
and correct at and as of the Initial Closing as though then made, except to the
extent of changes caused by the transactions expressly contemplated herein; and
the Company shall have performed in all material respects all of the covenants
required to be performed by it hereunder prior to the Initial Closing.
(b) MANAGEMENT AGREEMENTS. The Company shall
have entered into a senior management agreement, in form and substance
substantially similar to Exhibit A attached hereto (the "MANAGEMENT
AGREEMENTS"), with each of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the
"EXECUTIVES"), the Management Agreements shall not have been amended or
modified and shall be in full force and effect as of the Initial Closing, and
each Executive shall have purchased the Stock, if any, proposed to be purchased
by him thereunder.
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(c) SHAREHOLDERS AGREEMENT. The Purchasers and
the Executives shall have executed a joinder agreement to the Shareholders
Agreement (the "SHAREHOLDERS AGREEMENT") in form and substance substantially
similar to Exhibit B attached hereto, and the Shareholders Agreement shall be
in full force and effect as of the Initial Closing.
(d) PROFESSIONAL SERVICES AGREEMENT. The Company
and TC Management Partners, L.L.C., a Delaware limited liability company, shall
have entered into a Professional Services Agreement in form and substance
substantially similar to Exhibit C attached hereto (the "PROFESSIONAL SERVICES
AGREEMENT"), and the Professional Services Agreement shall be in full force and
effect as of the Initial Closing.
(e) COMPLIANCE WITH APPLICABLE LAWS. The purchase
of Stock by the Purchasers hereunder shall not be prohibited by any applicable
law or governmental regulation, shall not subject the Purchasers to any
penalty, liability or, in the Purchasers' sole judgment, other onerous
conditions under or pursuant to any applicable law or governmental regulation,
and shall be permitted by laws and regulations of the jurisdictions to which
the Purchasers are subject.
(f) WAIVER. Any condition specified in this
Section 2.1 may be waived only if such waiver is set forth in a writing
executed by the Purchasers.
2.2 SUBSEQUENT CLOSING CONDITIONS. The obligation of
▇▇▇▇▇▇ III to purchase and pay for shares of Class A Preferred at a Subsequent
Closing in connection with a Take-Down is subject to the satisfaction as of the
Subsequent Closing of the following conditions:
(a) REPRESENTATIONS AND WARRANTIES, COVENANTS.
The representations and warranties contained in Section 5 hereof shall be true
and correct in all material respects at and as of the Subsequent Closing as
though then made, except:
(i) to the extent expressly made as of
an earlier date;
(ii) to the extent of changes caused by
the transactions expressly contemplated herein (including the
acquisition of Haddon) or by the transactions for which such
Take-Down is being made (or for which prior Take-Downs have
been made) and the Company shall have performed in all
material respects all of the covenants required to be
performed by it hereunder prior to the Subsequent Closing; and
(iii) to reflect the fact that additional
shares of Class A Preferred have been issued to ▇▇▇▇▇▇ III
pursuant to Section 1.3.
(b) COMPLIANCE WITH APPLICABLE LAWS. The
purchase of Stock by ▇▇▇▇▇▇ III pursuant to such Subsequent Closing shall not
be prohibited by any applicable law or governmental regulation, shall not
subject ▇▇▇▇▇▇ III to any penalty, liability or, in ▇▇▇▇▇▇ III's sole judgment,
other onerous conditions under or pursuant to any applicable law or
governmental
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regulation, and shall be permitted by laws and regulations of the
jurisdictions to which ▇▇▇▇▇▇ III is subject.
(c) WAIVER. Any condition specified in this
Section 2.2 may be waived only if such waiver is set forth in a writing
executed by ▇▇▇▇▇▇ III.
ARTICLE III
COVENANTS
3.1 FINANCIAL STATEMENTS AND OTHER INFORMATION. The
Company shall deliver to ▇▇▇▇▇▇ III so long as it holds any Investor Stock:
(a) as soon as available but in any event within
45 days after the end of each quarterly accounting period in each fiscal year,
unaudited consolidating and consolidated statements of income and cash flows of
the Company and its Subsidiaries for such quarterly period and for the period
from the beginning of the fiscal year to the end of such quarter, and
consolidating and consolidated balance sheets of the Company and its
Subsidiaries as of the end of such quarterly period, all prepared in accordance
with generally accepted accounting principles, consistently applied, subject to
the absence of footnote disclosures and to normal year-end adjustments;
(b) within 120 days after the end of each fiscal
year, consolidating and consolidated statements of income and cash flows of the
Company and its Subsidiaries for such fiscal year, and consolidating and
consolidated balance sheets of the Company and its Subsidiaries as of the end
of such fiscal year, setting forth in each case comparisons to the annual
budget and to the preceding fiscal year, all prepared in accordance with
generally accepted accounting principles, consistently applied, and accompanied
by (i) with respect to the consolidated portions of such statements (except
with respect to budget data), an opinion containing no exceptions or
qualifications (except for qualifications regarding specified contingent
liabilities) of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP or an independent accounting firm of
recognized national standing acceptable to ▇▇▇▇▇▇ III, and (ii) a copy of such
firm's annual management letter to the Board;
(c) promptly upon receipt thereof, any additional
reports, management letters or other detailed information concerning
significant aspects of the Company's operations or financial affairs given to
the Company by its independent accountants (and not otherwise contained in
other materials provided hereunder); and
(d) with reasonable promptness, such other
information and financial data concerning the Company and its Subsidiaries as
▇▇▇▇▇▇ III may reasonably request.
Each of the financial statements referred to in Sections 3.1
(a) and (b) shall be true and correct in all material respects as of the dates
and for the periods stated therein, subject in the case of the unaudited
financial statements to changes resulting from normal year-end audit
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adjustments (none of which would, alone or in the aggregate, be materially
adverse to the financial condition, operating results, assets, operations or
business prospects of the Company and its Subsidiaries taken as a whole).
3.2 INSPECTION OF PROPERTY. The Company shall permit any
representatives designated by ▇▇▇▇▇▇ III (so long as ▇▇▇▇▇▇ III holds any
Investor Stock), upon reasonable notice and during normal business hours and
such other times as any such holder may reasonably request, to (i) visit and
inspect any of the properties of the Company and its Subsidiaries, (ii) examine
the corporate and financial records of the Company and its Subsidiaries and
make copies thereof or extracts therefrom and (iii) discuss the affairs,
finances and accounts of any such corporations with the directors, officers,
key employees and independent accountants of the Company and its Subsidiaries.
3.3 RESTRICTIONS. Except as expressly contemplated by
the purchase agreements relating to the acquisition of Haddon, this Agreement,
the Recapitalization Agreement or an agreement to be entered into in connection
with a transaction for which a Take-Down is being made, the Company shall not
without the prior written consent of either (x) a majority of the members of
the Company's Board of Directors (the "BOARD") appointed by ▇▇▇▇▇▇ III pursuant
to any resolution of the Board or (y) the holders of a majority of the
outstanding Investor Preferred or, in the event no Investor Preferred is
outstanding, without the prior written consent of the holders of a majority of
the Investor Common:
(a) directly or indirectly declare or pay any
dividends or make any distributions upon any of its equity securities, other
than payments of dividends on, or redemption payments in respect of, the Class
A Preferred pursuant to the Certificate of Incorporation;
(b) except pursuant to the Management Agreements
and the Shareholders Agreement, directly or indirectly redeem, purchase or
otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise
acquire, any of the Company's equity securities (including, without limitation,
warrants, options and other rights to acquire equity securities),
(c) except as expressly contemplated by the
Management Agreements authorize, issue, sell or enter into any agreement
providing for the issuance (contingent or otherwise), or permit any Subsidiary
to authorize, issue, sell or enter into any agreement providing for the
issuance (contingent or otherwise) of, (i) any notes or debt securities
containing equity features or (ii) any equity securities (or any securities
convertible into or exchangeable for any equity securities) or rights to
acquire any equity securities, other than the issuance of equity securities by
a Subsidiary to the Company or another Subsidiary;
(d) merge or consolidate with any Person or
permit any Subsidiary to merge or consolidate with any Person (other than a
wholly owned Subsidiary);
(e) sell, lease or otherwise dispose of, or
permit any Subsidiary to sell, lease or otherwise dispose of, more than 5% of
the consolidated assets of the Company and its Subsidiaries (computed on the
basis of book value, determined in accordance with generally
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accepted accounting principles consistently applied, or fair market value,
determined by the Board in its reasonable good faith judgment) in any
transaction or series of related transactions (other than sales of inventory in
the ordinary course of business);
(f) liquidate, dissolve or effect a
recapitalization or reorganization in any form of transaction (including,
without limitation, any reorganization into partnership form);
(g) acquire, or permit any Subsidiary to acquire,
any material interest in any business (whether by a purchase of assets,
purchase of stock, merger or otherwise), or enter into any material joint
venture;
(h) enter into, or permit any Subsidiary to enter
into, the ownership, active management or operation of any business other than
the operation of leisure and travel service businesses;
(i) enter into, or permit any Subsidiary to enter
into, any transaction with any of its or any Subsidiary's officers, directors,
employees or Affiliates or any individual related by blood, marriage or
adoption to any such Person or any entity in which any such Person or
individual owns a beneficial interest, except for normal employment
arrangements and benefit programs on reasonable terms and except as otherwise
expressly contemplated by this Agreement, the Management Agreements and the
Professional Services Agreement; or
(j) create, incur, assume or suffer to exist, or
permit any Subsidiary to create, incur, assume or suffer to exist, Indebtedness
exceeding the amounts approved therefor by the Board in the annual budget.
3.4 UNRELATED BUSINESS TAXABLE INCOME. The Company shall
not engage in any transaction which is reasonably likely to cause ▇▇▇▇▇▇ III or
any of its limited partners which are exempt from income taxation under Section
501(a) of the IRC and, if applicable, any pension plan that any such trust may
be a part of, to recognize unrelated business taxable income as defined in
Section 512 and Section 514 of the IRC.
3.5 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ COMPLIANCE. In connection with any
transaction in which the Company is involved which is required to be reported
under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended from
time to time (the "HSR ACT"), the Company shall prepare and file all documents
with the Federal Trade Commission and the United States Department of Justice
which may be required to comply with the HSR Act, and shall promptly furnish
all materials thereafter requested by any of the regulatory agencies having
jurisdiction over such filings, in connection with the transactions
contemplated thereby. The Company shall take all reasonable actions and shall
file and use reasonable best efforts to have declared effective or approved all
documents and notifications with any governmental or regulatory bodies as may
be necessary or may reasonably be requested under federal antitrust laws for
the consummation of the subject transaction; provided that this Section 3.5
shall not be interpreted as requiring the Company to divest of any lines of
business or other assets.
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3.6 CONFIDENTIALITY. Except as otherwise required by law
or judicial order or decree or by any governmental agency or authority, ▇▇▇▇▇▇
III shall use its best efforts to maintain the confidentiality of all nonpublic
information obtained by ▇▇▇▇▇▇ III pursuant to Section 3.1 or 3.2, which the
Company has reasonably designated as proprietary or confidential in nature;
provided that ▇▇▇▇▇▇ III may disclose such information to other Purchasers (who
shall be bound by this provision) or in connection with the sale or transfer,
or proposed sale or transfer, of any shares of Investor Stock, if the
transferee or proposed transferee agrees in writing to be bound by the
provisions hereof.
3.7 TERMINATION. Upon (i) a Drag-Along Sale (as defined
in the Shareholders Agreement), (ii) an IPO Event (as defined in the
Shareholders Agreement) or (iii) such time as the Investor Common constitutes
less than 10% of the fully-diluted Common Stock, Section 3.1, 3.2 and 3.3 shall
terminate without further action and shall be of no further force and effect.
ARTICLE IV
TRANSFER OF RESTRICTED SECURITIES
4.1 TRANSFER OF RESTRICTED SECURITIES.
(a) Restricted Securities are transferable only
pursuant to (i) public offerings registered under the Securities Act, (ii) Rule
144 or Rule 144A of the Securities Act (or any similar rule or rules then in
force) if such rule or rules are available and (iii) subject to the conditions
specified in Section 4.1(b) below, any other legally available means of
transfer.
(b) In connection with the transfer of any
Restricted Securities (other than a transfer described in Section 4.1(a)(i) or
(ii) above), the holder thereof shall deliver written notice to the Company
describing in reasonable detail the transfer or proposed transfer, together
with an opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or other counsel which (to the
Company's reasonable satisfaction) is knowledgeable in securities law matters
to the effect that such transfer of Restricted Securities may be effected
without registration of such Restricted Securities under the Securities Act.
In addition, if the holder of the Restricted Securities delivers to the Company
an opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, or such other counsel that no subsequent
transfer of such Restricted Securities shall require registration under the
Securities Act, the Company shall promptly upon such contemplated transfer
deliver new certificates for such Restricted Securities which do not bear a
customary Securities Act legend. If the Company is not required to deliver new
certificates for such Restricted Securities not bearing such legend, the holder
thereof shall not transfer the same until the prospective transferee has
confirmed to the Company in writing its agreement to be bound by the conditions
contained in this Section 4.1 and Section 6.1.
(c) Upon the request of the Purchaser, the
Company shall promptly supply to the Purchasers or their respective prospective
transferees all information regarding the Company required to be delivered in
connection with a transfer pursuant to Rule 144A of the Securities Act.
-8-
12
(d) Each Purchaser agrees to execute and deliver
to the Company and ▇▇▇▇▇▇ III a joinder to the Shareholders Agreement and to
cause any of its prospective transferees to execute and deliver to the Company
and ▇▇▇▇▇▇ III a joinder to the Shareholders Agreement prior to making any
transfer of Stock.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
As a material inducement to the Purchasers to enter into this Agreement
and purchase the Stock, the Company hereby represents and warrants to the
Purchasers that:
5.1 ORGANIZATION AND CORPORATE POWER. The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the state of New York and is qualified to do business in every
jurisdiction in which the failure to so qualify might reasonably be expected to
have a material adverse effect on the financial condition, operating results,
assets, operations or business prospects of the Company and its Subsidiaries
taken as a whole. The Company has all requisite corporate power and authority
and all material licenses, permits and authorizations necessary to own and
operate its properties, to carry on its businesses as now conducted and
presently proposed to be conducted and to carry out the transactions
contemplated by this Agreement.
5.2 CAPITAL STOCK AND RELATED MATTERS.
(a) As of the Closing and immediately thereafter,
the authorized capital stock of the Company shall consist of 6,100,000 shares
of stock, of which (i) 100,000 shares shall be designated as Class A Preferred
(27,439.64 shares of which shall be issued and outstanding, 22,751 shares of
which shall be reserved for issuance to ▇▇▇▇▇▇ III pursuant to Section 1.3
hereof, and 425 shares of which shall be reserved for issuance to Executives);
(ii) 6,000,000 shares shall be designated as Common Stock (of which 615,174.37
shares shall be issued and outstanding, 5,000 shares shall be reserved for
issuance in connection with the acquisition of Haddon, and 2,777.75 shares
shall be reserved for issuance to future managers). As of the Closing, the
Company shall not be subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital stock or
any warrants, options or other rights to acquire its capital stock, except
pursuant to this Agreement and the Management Agreements. As of the Closing,
all of the outstanding shares of the Company's capital stock shall be validly
issued, fully paid and nonassessable.
(b) Based in part on the investment
representations of (i) the Purchasers in Section 6.1 hereof, (ii) the
Executives in paragraph l(d) of the Management Agreements, and (iii) the
purchasers in the Haddon Subscription Agreement, the Company has not violated
any applicable federal or state securities laws in connection with the offer,
sale or issuance of any of its capital stock, and the offer, sale and issuance
of the Stock hereunder and
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13
pursuant to Section 1.3 hereof do not and will not require registration under
the Securities Act or any applicable state securities laws.
5.3 SUBSIDIARIES; INVESTMENTS. Prior to the Haddon
acquisition, the Company did not own or hold any shares of stock or any other
security or interest in any other Person.
5.4 AUTHORIZATION; NO BREACH. The execution, delivery
and performance of this Agreement, the Management Agreements, the Shareholders
Agreement, the Professional Services Agreement, the Recapitalization Agreement
and all other agreements contemplated hereby to which the Company is a party
have been duly authorized by the Company. This Agreement, the Management
Agreements, the Shareholders Agreement, the Professional Services Agreement,
the Recapitalization Agreement and all other agreements contemplated hereby
each constitutes a valid and binding obligation of the Company, enforceable in
accordance with its terms. The execution and delivery by the Company of this
Agreement, the Management Agreements, the Shareholders Agreement, the
Professional Services Agreement, the Recapitalization Agreement and all other
agreements contemplated hereby to which the Company is a party, the offering,
sale and issuance of the Stock hereunder and pursuant to Section 1.2(a), the
Amended and Restated Certificate of Incorporation and the fulfillment of and
compliance with the respective terms hereof and thereof by the Company do not
and will not (i) conflict with or result in a breach of the terms, conditions
or provisions of, (ii) constitute a default under, (iii) result in the creation
of any lien, security interest, charge or encumbrance upon the Company's
capital stock or assets pursuant to, (iv) give any third party the right to
modify, terminate or accelerate any obligation under, (v) result in a violation
of, or (vi) require any authorization, consent, approval, exemption or other
action by or notice to any court or administrative or governmental body
pursuant to, the Certificate of Incorporation or bylaws of the Company, or any
law, statute, rule or regulation to which the Company is subject, or any
agreement, instrument, order, judgment or decree to which the Company is a
party or by which it is bound.
5.5 VIOLATIONS OF LAWS. Except as set forth in the
Disclosure Schedule to the Recapitalization Agreement, the Company has not (i)
violated any laws or governmental rules or regulations, which violation would
reasonably be expected to have a material adverse effect upon the financial
condition, operating results, assets, operations or business prospects of the
Company; (ii) received notice of any such material violation; or (iii) become
subject to any material clean up liability, and the Company has no reason to
believe it may become subject to any material clean up liability, under any
federal, state or local environmental law, rule or regulation.
5.6 GOVERNMENTAL CONSENT, ETC. Except for approvals
under the HSR Act, no material permit, consent, approval or authorization of,
or declaration to or filing with, any governmental authority is required in
connection with the execution, delivery and performance by the Company of this
Agreement or the other agreements contemplated hereby, or the consummation by
the Company of any other transactions contemplated hereby or thereby.
-10-
14
5.7 DISCLOSURE. Neither this Agreement nor any of the
schedules, attachments, written statements, documents, certificates or other
items prepared or supplied to the Purchasers by or on behalf of the Company
with respect to the transactions contemplated hereby contain any untrue
statement of a material fact or omit a material fact necessary to make each
statement contained herein or therein not misleading. There is no fact which
the Company has not disclosed to the Purchasers in writing and of which any of
its officers, directors or executive employees is aware and which has had or
might reasonably be anticipated to have a material adverse effect upon the
existing or expected financial condition, operating results, assets, customer
or supplier relations, employee relations or business prospects of the Company.
ARTICLE VI
PURCHASERS REPRESENTATIONS AND WARRANTIES
As a material inducement to the Company to enter into this Agreement, each
Purchaser hereby represents and warrants to the Company, with respect to itself
and not jointly, as follows:
6.1 PURCHASER'S INVESTMENT REPRESENTATIONS. Such
Purchaser (i) is acquiring the Restricted Securities purchased hereunder or
acquired pursuant hereto for its own account with the present intention of
holding such securities for purposes of investment, (ii) has no intention of
selling such securities in a public distribution in violation of the federal
securities laws or any applicable state securities laws and (iii) is an
"accredited investor" as defined in the Securities Act; provided that nothing
contained herein shall prevent such Purchaser and subsequent holders of
Restricted Securities from transferring such securities in compliance with the
provisions of Article IV hereof. Each certificate for Restricted Securities
shall be imprinted with a customary securities legend in a form provided by the
Company's counsel.
6.2 AUTHORIZATION; NO BREACH. The execution, delivery
and performance of this Agreement, the Shareholders Agreement and all other
agreements contemplated hereby to which such Purchaser is a party have been
duly authorized by such Purchaser. This Agreement, the Shareholders Agreement
and all other agreements contemplated hereby to which a Purchaser is a party
each constitutes a valid and binding obligation of such Purchaser, enforceable
in accordance with its terms. The execution and delivery by such Purchaser of
this Agreement, the Shareholders Agreement and all other agreements
contemplated hereby to which such Purchaser is a party, and compliance with the
respective terms hereof and thereof by such Purchaser do not and will not (i)
conflict with or result in a breach of the terms, conditions or provisions of,
(ii) constitute a default under, (iii) result in the creation of any lien,
security interest, charge or encumbrance upon such Purchaser's capital stock or
assets pursuant to, (iv) give any third party the right to modify, terminate or
accelerate any obligation under, (v) result in a violation of, or (vi) require
any authorization, consent, approval, exemption or other action by or notice to
any court or administrative or governmental body pursuant to, the charter or
organizational documents of such Purchaser, if applicable, or any law, statute,
rule or regulation to which such
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15
Purchaser is subject, or any agreement, instrument, order, judgment or decree
to which such Purchaser is a party or by which it is bound.
6.3 BROKERAGE. Other than the Professional Services
Agreement, there are no claims for brokerage commissions, finders, fees or
similar compensation in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement binding upon such Purchaser.
Such Purchaser shall pay, and hold the Company harmless against, any liability,
loss or expense (including, without limitation, attorneys, fees and
out-of-pocket expenses) arising in connection with any such claim.
6.4 GOVERNMENTAL CONSENT, ETC. No permit, consent,
approval or authorization of, or declaration to or filing with, any
governmental authority is required in connection with the execution, delivery
and performance by such Purchaser of this Agreement or the other agreements
contemplated hereby, or the consummation by such Purchaser of any other
transactions contemplated hereby or thereby.
ARTICLE VII
DEFINITIONS
For the purposes of this Agreement, the following terms have
the meanings set forth below:
"AFFILIATE" of any particular person or entity means any other
person or entity controlling, controlled by or under common control with such
particular person or entity.
"CERTIFICATE OF INCORPORATION" means the Company's amended and
restated certificate of incorporation filed with the Secretary of State of the
State of New York on March 30, 1998.
"CLASS A PREFERRED" has the meaning set forth in Recital B of
this Agreement.
"COMMON" has the meaning set forth in Recital B of this
Agreement.
"COMMON STOCK" means collectively, the Common and any other
class of the Company's common stock, $.01 par value per share.
"CREDIT AGREEMENT" has the meaning set forth in Section
1.2(b).
"EXISTING SHAREHOLDERS" has the meaning set forth in Recital B
of this Agreement.
"HSR ACT" has the meaning set forth in Section 3.5.
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"INDEBTEDNESS" means all indebtedness for borrowed money
(including purchase money obligations) maturing one year or more from the date
of creation or incurrence thereof or renewable or extendible at the option of
the debtor to a date one year or more from the date of creation or incurrence
thereof, all indebtedness under revolving credit arrangements extending over a
year or more, all capitalized lease obligations and all guarantees of any of
the foregoing.
"INITIAL CLOSING" has the meaning set forth in Section 1.2(c).
"INVESTOR COMMON" means (i) the Common Stock issued hereunder
and (ii) any Common Stock issued or issuable with respect to the Common Stock
referred to in clause (i) above by way of stock dividends or stock splits or in
connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. As to any particular shares of Investor
Common, such shares shall cease to be Investor Common when they have been (a)
effectively registered under the Securities Act and disposed of in accordance
with the registration statement covering, them or (b) distributed to the public
through a broker, dealer or market maker pursuant to Rule 144 under the
Securities Act (or any similar rule then in force).
"INVESTOR PREFERRED" means (i) the Class A Preferred issued
hereunder and (ii) any Class A Preferred issued or issuable with respect to the
Class A Preferred referred to in clause (i) above by way of stock dividends or
stock splits or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization. As to any particular shares of
Investor Preferred, such shares shall cease to be Investor Preferred when they
have been (a) effectively registered under the Securities Act and disposed of
in accordance with the registration statement covering them, (b) distributed to
the public through a broker, dealer or market maker pursuant to Rule 144 under
the Securities Act (or any similar rule then in force) or (c) redeemed by the
Company.
"INVESTOR STOCK" means the Investor Preferred and the Investor
Common.
"IRC" means the Internal Revenue Code of 1986, as amended, and
any reference to any particular IRC section shall be interpreted to include any
revision of or successor to that section regardless of how numbered or
classified.
"MANAGEMENT AGREEMENTS" has the meaning set forth in Section
2.1(b).
"PERSON" means an individual, a partnership, a limited
liability company, a corporation, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization and a governmental
entity or any department, agency or political subdivision thereof.
"PROFESSIONAL SERVICES AGREEMENT" has the meaning set forth in
Section 2.1(d).
"RECAPITALIZATION AGREEMENT" has the meaning set forth in
Recital D.
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"RESTRICTED SECURITIES" means (i) the Stock issued hereunder
and (ii) any securities issued with respect to the securities referred to in
clause (i) above by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Restricted Securities, such securities
shall cease to be Restricted Securities when they have (A) been effectively
registered under the Securities Act and disposed of in accordance with the
registration statement covering them, (B) become eligible for sale pursuant to
Rule 144(k) (or any similar provision then in force) under the Securities Act
or (C) been otherwise transferred and new certificates for them not bearing a
customary Securities Act legend have been delivered by the Company in
accordance with Section 4.1(b). Whenever any particular securities cease to be
Restricted Securities, the holder thereof shall be entitled to receive from the
Company, without expense, new securities of like tenor not bearing a customary
Securities Act legend.
"SECURITIES ACT" means the Securities Act of 1933, as amended,
or any similar federal law then in force.
"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended, or any similar federal law then in force.
"SECURITIES AND EXCHANGE COMMISSION" includes any governmental
body or agency succeeding to the functions thereof.
"SHAREHOLDERS AGREEMENT" has the meaning set forth in Section
2.1(c).
"STOCK" has the meaning set forth in Section 1.1 of this
Agreement.
"SUBSEQUENT CLOSING DATE" has the meaning set forth in Section
1.3(a).
"SUBSEQUENT CLOSING" has the meaning set forth in Section
1.3(a).
"SUBSIDIARY" means any corporation of which the securities
having a majority of the ordinary voting power in electing the board of
directors or otherwise are, at the time as of which any determination is being
made, owned by the Company either directly or through one or more Subsidiaries.
"TAKE DOWNS" has the meaning set forth in Section 1.3(a).
" ▇▇▇▇▇▇ III" means ▇▇▇▇▇▇ Equity Investors III, L.P.
ARTICLE VIII
MISCELLANEOUS
8.1 EXPENSES. The Company agrees to pay, and hold ▇▇▇▇▇▇
III harmless against liability for the payment of, (i) the fees and expenses of
its counsel arising in connection with the negotiation and execution of this
Agreement and the consummation of the transactions
-14-
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contemplated by this Agreement (including but not limited to fees and expenses
arising with respect to any subsequent purchase of Stock pursuant to Section
1.3 hereof), (ii) the fees and expenses incurred with respect to any amendments
or waivers (whether or not the same become effective) under or in respect of
this Agreement, the Management Agreements, the Shareholders Agreement, the
Professional Services Agreement, the other agreements contemplated hereby and
the Certificate of Incorporation, (iii) stamp and other taxes which may be
payable in respect of the execution and delivery of this Agreement or the
issuance, delivery or acquisition of any shares of Stock purchased hereunder or
in accordance with Section 1.3 hereof, and (iv) the fees and expenses incurred
with respect to the interpretation or enforcement of the rights of ▇▇▇▇▇▇ III
granted under this Agreement, the Management Agreements, the Shareholders
Agreement, the Professional Services Agreement, the other agreements
contemplated hereby and the Certificate of Incorporation and the Company's
bylaws.
8.2 REMEDIES. Each holder of Investor Stock shall have
all rights and remedies set forth in this Agreement and the Certificate of
Incorporation and all rights and remedies which such holders have been granted
at any time under any other agreement or contract and all of the rights which
such holders have under any law. Any Person having any rights under any
provision of this Agreement shall be entitled to enforce such rights
specifically (without posting a bond or other security), to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law.
8.3 CONSENT TO AMENDMENTS. Except as otherwise expressly
provided herein, the provisions of this Agreement may be amended and the
Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company has obtained the
written consent of the holders of a majority of the outstanding shares of
Investor Common. No other course of dealing between the Company and the holder
of any Stock or any delay in exercising any rights hereunder or under the
Certificate of Incorporation shall operate as a waiver of any rights of any
such holders. For purposes of this Agreement, shares of Stock held by the
Company or any Subsidiaries shall not be deemed to be outstanding.
8.4 SURVIVAL OF REPRESENTATION AND WARRANTIES. All
representations and warranties contained herein or made in writing by any party
in connection herewith shall survive the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby,
regardless of any investigation made by any Purchasers or on their behalf
8.5 SUCCESSORS AND ASSIGNS. Except as otherwise
expressly provided herein, all covenants and agreements contained 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 permitted assigns of the parties
hereto whether so expressed or not. In addition, and whether or not any
express assignment has been made, the provisions of this Agreement which are
for the Purchaser's benefit as a purchaser or holder of Stock are also for the
benefit of, and enforceable by, any permitted subsequent holder of such Stock.
The rights and obligations of the ▇▇▇▇▇▇ III under this Agreement and the
agreements contemplated hereby may be assigned by the ▇▇▇▇▇▇ III at any time,
in whole or in part, to any investment fund managed by TC Management Partners,
L.L.C. or any other Affiliate of ▇▇▇▇▇▇ III, or any successor thereto.
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8.6 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.
8.7 COUNTERPARTS. 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.
8.8 DESCRIPTIVE HEADINGS; INTERPRETATION. The
descriptive headings of this Agreement are inserted for convenience only and do
not constitute a Section of this Agreement. The use of the word "including" in
this Agreement shall be by way of example rather than by limitation.
8.9 GOVERNING LAW. This Agreement and the exhibits and
schedules hereto shall be governed by and construed in accordance with the
internal laws of the State of New York, without giving effect to any choice of
law or conflict of law provision or rule (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.
8.10 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 by reputable express service (charges
prepaid), 24 hours after being sent by overnight courier service (charges
prepaid), 48 hours after being deposited to the recipient by United States
mail, first class, postage prepaid, or sent by facsimile. Such notices,
demands and other communications shall be sent to the Purchasers and to the
Company at the address indicated below:
If to the Company:
Global Vacation Group, Inc.
c/▇ ▇▇▇▇▇▇ Capital Partners
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
Tel No.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Purchasers:
To each Purchaser at the address set forth in the
Schedule of Purchasers attached hereto
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with a copy to:
▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel No.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
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.
8.11 ENTIRE AGREEMENT. Except as otherwise expressly set
forth herein, this document embodies the complete agreement and understanding
among the parties hereto with respect to the subject matter hereof and
supersedes and preempts any prior understandings, agreements or representations
by or among the parties, written or oral, which may have related to the subject
matter hereof in any way.
[THIS SPACE INTENTIONALLY LEFT BLANK]]
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
GLOBAL VACATION GROUP, INC.
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name:
-------------------------------------
Title: President & Chief Operating Officer
------------------------------------
▇▇▇▇▇▇ EQUITY INVESTORS III, L.P.
By: TC Equity Partners, LLC.
Its: General Partner
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
Name:
----------------------------------
Title: Member
---------------------------------
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[OTHER PURCHASERS]
TC CO-INVESTORS, LLC
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Member
▇▇▇▇▇▇▇▇▇ FAMILY LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Its: General Partner
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
-19-
23
▇▇▇▇▇▇▇▇▇ FAMILY TRUST,
dated June 27, 1986
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Trustee
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ REVOCABLE TRUST
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Trustee
/s/ ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ and Mari ▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ and Mari ▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-20-
24
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
TRUSTEES
PSERD TRUST, dated March 11, 1986
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Trustee
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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The Exhibits and Schedules to this Equity Purchase Agreement are not included
with this Registration Statement on Form S-1. Global will provide these
exhibits and schedules upon the request of the Securities and Exchange
Commission.
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