VOTING AGREEMENT
THIS VOTING AGREEMENT ("Agreement") is being executed and delivered as of
March 31, 1999, by Xxxxxx X. Xxxxx ("Shareholder") in favor of and for the
benefit of Brera SCI, LLC, a Delaware limited liability company (the
"Acquiror").
WHEREAS, Shareholder controls the right to vote 976,576 shares (the
"Shares") of common stock of Safety Components International, Inc., a Xxxx xxxx
corporation (the "Company"), excluding shares of common stock owned by Xxxxxxx
X. Xxxxxx which Shareholder has the right to vote pursuant to the terms of a
Reallocation Agreement dated as of May 22,1997.
WHEREAS, Acquiror and the Company intend to execute an Invest ment
Agreement (the "Investment Agreement") pursuant to which the Acquiror will
purchase Series A Convertible Preferred Stock of the Company.
WHEREAS, Acquiror has required, as a condition to entering into the
Investment Agreement, that Shareholder enter into this Agreement.
NOW, THEREFORE, in order to induce Acquiror to enter into the transactions
contemplated by the Investment Agreement, and in further consideration of the
mutual covenants and agreements contained herein, the parties agree as follows:
Section 1. Representation and Warranties. Shareholder represents
and warrants to Acquiror that:
(a) Shareholder is the holder and beneficial owner of the Shares and
has good and valid title to the Shares, free and clear of any liens, pledges,
security interests, adverse claims, equities, options, proxies, charges,
encumbrances or restrictions of any nature. Except as provided in this
Agreement, Shareholder has not appointed or granted any proxy or entered into a
voting agreement, which appointment, agreement or grant is still effective, with
respect to any of the Shares.
(b) This Agreement and the Proxy (defined below) (the "Transaction
Documents") (i) have been, or when executed will be, duly and validly executed
on behalf of Shareholder and (ii) constitute, or when executed will consti tute,
valid and binding obligations of Shareholder, enforceable against Shareholder in
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accordance with their respective terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors, and to rules of
law governing specific performance, injunctive relief and other equitable
remedies.
(c) None of the execution, delivery or performance of any
Transaction Document will directly or indirectly, (i) result in any violation or
breach of any agreement or other instrument to which Shareholder is a party or
by which Shareholder or any of the Shares is bound; or (ii) result in a
violation of any law, rule, regulation, order, judgment or decree to which
Shareholder or any of the Shares is subject. The execution and delivery of this
Agreement by Shareholder does not, and the performance of this Agreement by
Shareholder shall not, require any consent, approval, authorization or permit
of, or filing with or notification to, any governmen tal entity.
(d) The representations and warranties contained in this Shareholder
Agreement will be accurate in all material respects at all times through the
Expiration Date (defined below) as if made on that date.
Section 2. Agreement to Vote Shares. During the period from the date of
this Shareholder Agreement through the earlier of (i) the date upon which the
Investment Agreement is validly terminated, or (ii) the date upon which the
share holders of the common stock of the Company approve the transactions
contemplated by the Investment Agreement (including without limitation the
vesting of voting rights with respect to the Series A Convertible Preferred
Stock) (the "Expiration Date"), Shareholder shall cause any holder of record of
the Shares or any New Shares to vote such Shares in favor of the transactions
contemplated by the Investment Agreement including, without limitation, (A) the
approval of the vesting of voting rights in the Series A Convertible Preferred
Stock, (B) the issuance of common stock upon the exercise of the conversion
rights set forth in the Series A Convertible Preferred Stock and (C) increasing
the number of authorized shares of Common Stock of the Corporation from
10,000,000 to 30,000,000 shares, at every meeting of the shareholders of the
Company, however called (and every adjournment or postponement thereof), or by
written consent in lieu of such a meeting or otherwise.
Section 3. Irrevocable Proxy. Concurrently with the execution of this
Agreement, Shareholder agrees to deliver to Acquiror a proxy in the form
attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the
fullest extent permitted by law, with respect to the Shares, and shall be deemed
to be coupled with an interest. Shareholder understands and agrees that such
proxy shall be used in the event that Shareholder fails or is unable to vote the
Shares or the New Shares, if any, in accordance with Section 2.
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Section 4. Transfer and Encumbrance. Shareholder agrees not to transfer,
sell, offer or otherwise dispose of or encumber any of the Shares or any new
Shares into a voting trust or grant a proxy to enter into a voting agreement or
similar agreement with respect to any of the Shares from the date of this
Agreement through the Expiration Date, unless such transferee agrees to assume
Shareholder's obliga tions under this Agreement in a form reasonably acceptable
to Acquiror.
Section 5. Additional Purchases. Shareholder agrees that any shares of
capital stock of the Company acquired by Shareholder on or after the date of
this Agreement shall be subject to the terms of this Agreement to the same
extent as if they constituted Shares. For purposes of this Agreement, the term
"New Shares" shall mean any shares of capital stock of the Company that
Shareholder purchases or otherwise acquires beneficial ownership of, or acquires
the right to vote or share in the voting of, after the execution of this
Agreement, whether through the exercise of any option or warrant to purchase
such capital stock, or otherwise.
Section 6. No Ownership Interest. Nothing contained in this Agreement shall
be deemed to vest in Acquiror any direct or indirect ownership or incidence of
ownership of or with respect to any Shares or New Shares. All rights, ownership,
and economic benefits of and relating to the Shares and to options to acquire
Shares shall remain and belong to Shareholder, and Acquiror shall have no
authority to manage, direct, superintend, restrict, regulate, govern, or
administer any of the policies or operations of the Company or exercise any
power or authority to direct Shareholder in the voting of any of the Shares,
except as otherwise expressly provided herein.
Section 7. Specific Performance. Shareholder agrees that in the event of
any breach or threatened breach by Shareholder of any covenant, obligation or
other provision contained in this Agreement, Acquiror shall be entitled (in
addition to any other remedy that may be available to it) to (a) a decree or
order of specific performance or mandamus to enforce the observance and
performance of such covenant, obligation or other provision, and (b) an
injunction restraining such breach or threatened breach.
Section 8. Notices. All notices and other communications pursuant to this
Agreement shall be in writing and shall be deemed to be sufficient if con tained
in a written instrument and shall be deemed given if delivered personally or
sent by nationally recognized overnight courier to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
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If to Acquiror:
Brera SCI, LLC
c/o Brera Capital Partners, LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Jun Tsusaka
Tel.: 000-000-0000
Fax.: 000-000-0000
with a copy to:
Skadden, Arps, Slate,
Xxxxxxx & Xxxx (Illinois)
000 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxx
Tele 312-407-0700
Fax: 000-000-0000
if to Shareholder:
Xxxxxx X. Xxxxx
c/o Safety Components International, Inc.
0000 Xxxxx Xxxxxxx Xxxx
Xxxx Xxx, Xxx Xxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
All such notices and other communications shall be deemed to have been
received (a) in the case of personal delivery, on the date of such delivery, (b)
in the case of a telecopy, when the party receiving such copy shall have
confirmed receipt of the communication, and (c) in the case of delivery by
nationally recognized overnight courier, on the business day following dispatch.
Section 9. Severability. If any provision of this Agreement or any part of
any such provision is held under any circumstances to be invalid or enforce able
in any jurisdiction, then (a) such provision or part thereof shall, with respect
to such circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible
extent, (b) the invalidity or unenforceability of such provision or part thereof
under such circum stances and in such jurisdiction shall not affect the validity
or enforceability of such provision or part thereof under any other
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circumstances or in any other jurisdiction, and (c) such invalidity of
enforceability of such provision or part thereof shall not affect the validity
or enforceability of the remainder of such provision or the validity or
enforceability of any other provision of this Agreement. Each provision of this
Agreement is separable from every other provision of this Agreement, and each
part of each provision of this Agreement is separable from every other part of
such provision.
Section 10. Governing Law. This Agreement shall be construed in accordance
with, and governed in all respects by, the laws of the State of New York
(without giving effect to principles of conflicts of laws that might refer the
xxxxx xxxxx or the construction of this Agreement to the law of another
jurisdiction).
Section 11. Waiver. No failure on the part of Acquiror to exercise any
power, right, privilege or remedy under this Agreement, and no delay on the part
of Acquiror in exercising any power, right, privilege or remedy under this Agree
ment, shall operate as a waiver of such power, right, privilege or remedy; and
no single or partial exercise of any other such power, right, privilege, or
remedy shall preclude any other or further exercise thereof or of any other
power, right, privilege or remedy. Acquiror shall not be deemed to have waived
any claim arising out of this Agreement, or any power, right, privilege or
remedy under this Agreement, unless the waiver of such claim, power, right,
privilege or remedy is expressly set forth in a written instrument duly executed
and delivered on behalf of such party; and any such waiver shall not be
applicable or have any effect except in the specific instance in which it is
given.
Section 12. Captions. The captions in this Agreement are for convenience of
reference only, shall not be deemed to be a part of this Agreement and shall not
be referred to in connection with the construction or interpretation of this
Agreement.
Section 13. Further Assurances. Shareholder shall execute or cause to be
delivered to Acquiror or the Company such instruments and other documents and
shall take such other actions as Acquiror may reasonably request to effectuate
the intent and purposes of this Agreement.
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Section 14. Entire Agreement. This Agreement sets forth the entire
understanding of Shareholder and Acquiror relating to the subject matter hereof
and supersedes all prior agreements and understandings between such parties
relating to the subject matter hereof.
Section 15. Amendments. This Agreement may not be amended, modified,
altered or supplemented other than by means of a written instrument duly
executed and delivered on behalf of Acquiror and Shareholder.
Section 16. Assignment. This Agreement and all obligations of the
Shareholder hereunder are personal to Shareholder and may not be transferred or
assigned by Shareholder at any time. Acquiror may assign its rights under this
Agreement to its affiliates at any time.
Section 17. Binding Nature. Subject to Section 16, this Agreement will be
binding upon Shareholder and Shareholder's representatives, executors,
administrators, estate, heirs, successors and assigns, and will inure to the
benefit of Acquiror and its successors and assigns. Without limiting the
generality of anything contained in Section 4, if any person or entity shall
acquire Shares or New Shares from Shareholder in any manner, whether by
operation or law or otherwise, such Shares shall be held subject to all the
terms and provisions of this Agreement, and by taking and holding such Shares,
such person or entity shall be conclusively deemed to have agreed to be bound
and to comply with all the terms and provisions of this Agreement. Without
limiting the foregoing, Shareholder agrees that the obligations of Shareholder
hereunder shall not be terminated by operation of law, whether by death or
incapacity of Shareholder, or, in the case of a trust, by the death or incapac
ity of any trustee or the termination of such trust.
Section 18. Attorneys' Fees and Expenses. If any legal action or other
legal proceeding relating to the enforcement of any position of this Agreement
is brought against Shareholder, the prevailing party shall be entitled to
recover reasonable attorneys' fees, costs and disbursements including without
limitation at the pre-trial and appellate stages of any proceeding (in addition
to any other relief to which the prevailing party may be entitled).
Section 19. Survival. The representations and warranties contained in this
Agreement shall survive the Expiration Date.
Section 20. Termination. This Agreement will terminate as of the
termination of the Investment Agreement.
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IN WITNESS WHEREOF, the undersigned has executed and delivered
this VOTING AGREEMENT as of the date first written above.
XXXXXX X. XXXXX
/S/ Xxxxxx X. Xxxxx
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SHARES OF THE COMPANY
BENEFICIALLY OWNED:
976,576 shares of the
Common Stock of the Company
AGREED AND ACCEPTED:
BRERA SCI, LLC
By:/S/ BRERA SCI, LLC
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EXHIBIT A
LIMITED IRREVOCABLE PROXY
The undersigned shareholder of Safety Components International, Inc., a
Delaware corporation (the "Company"), hereby irrevocably appoints Brera SCI,
LLC, a Delaware limited liability company and its affiliates, and each of them,
the attorneys and proxies of the undersigned, with full power of substitution
and resubstitition, to vote the shares of capital stock of the Company which the
under signed is entitled to vote at any meeting of the shareholders of the
Company (and every adjournment or postponement thereof) or by written consent in
lieu of such a meting or otherwise, which shares are listed below (the
"Shares"), and any and all other shares of capital stock of the Company acquired
by the undersigned (or which the undersigned is otherwise entitled to vote) on
or after the date hereof (the "New Shares"), but only with respect to approval
of the consummation of the transactions contemplated by the Investment Agreement
including, without limitation, (A) the vesting of voting rights in the Series A
Convertible Preferred Stock, (B) the issuance of common stock upon the exercise
of the conversion rights set forth in the Series A Convertible Preferred Stock
and (C) increasing the number of authorized shares of Common Stock of the
Corporation from 10,000,000 to 30,000,000 shares (the "Identified Matters").
Upon the execution hereof, all prior proxies given by the undersigned with
respect to the Shares and the New Shares, if any, and any and all other shares
or securities issued or issuable in respect thereof on or after the date hereof
are hereby revoked, but only to the extent that they relate to the Identified
Matters, and no subsequent proxies will be given with respect to the Identified
Matters. This proxy is irrevocable and coupled with an interest and is granted
in connection with that certain Voting Agreement, dated as of the date hereof,
executed by the undersigned shareholder in favor of Acquiror, and is granted in
consideration of Acquiror entering into the Investment Agreement. Terms used but
not defined in this proxy shall have the meanings given to them in the Voting
Agreement. The attorneys and proxies named above will be empowered at any time
prior to the termination of the Investment Agreement (i) to exercise all voting
and other rights of the undersigned with respect to the Shares and the New
Shares, if any (including, without limitation, the power to execute and deliver
written consents with respect to the Shares and the New Shares, if any), but
only with respect to the Identified Matters, at every meeting of the
shareholders of the Company (and every adjourn ment or postponement thereof) or
by written consent in lieu of such a meeting, or otherwise, and (ii) to vote the
Shares and the New Shares, if any, in favor of approval of the Identified
Matters and the other actions and transactions contemplated by the Investment
Agreement (including, without limitation, any amendment of the Com pany's
articles of incorporation required in connection therewith). This limited
irrevocable proxy will terminate as of the termination of the Investment
Agreement.
Any obligations of the undersigned pursuant to this Limited Irrevocable
Proxy shall be binding upon the successors and assigns of the undersigned.
Dated as of: March 31, 1999
XXXXXX X. XXXXX
/S/ Xxxxxx X. Xxxxx
-----------------------
SHARES WHICH SHAREHOLDER
IS ENTITLED TO VOTE:
976,576 shares of the common stock,
par value $.01 per share, of Safety
Components International, Inc.
