PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement") dated as of March 30,
1999, is entered into by and among Brera SCI, LLC, a Delaware limited
liability company (the "Buyer"), and Xxxxxxx X. Xxxxxx (the "Seller").
Certain capitalized terms that are used herein are defined in Section 2 of
this Agreement.
WHEREAS, the Buyer and Safety Components International, Inc.
("SCI") have, contemporaneously with the execution of this Agreement,
entered into an Investment Agreement, dated as of the date hereof (the
"Investment Agreement"),
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:
1. Purchase of SCI Shares.
(a) Subject to the completion of the Closing (as defined in the
Investment Agreement), the Buyer agrees to purchase, and the Seller agrees
to sell to the Buyer, 325,801 shares of common stock of SCI (the "Shares")
for a purchase price of $10.00 per share (the "Purchase Price").
Accordingly, Buyer will pay to Seller in cash $3,258,010 conditioned upon
(i) the completion of the Closing (as defined in the Investment Agreement)
on terms and conditions substantially similar to those set forth in the
Investment Agreement on the date hereof, (ii) delivery to Buyer
certificate(s) representing the Shares properly endorsed for transfer to
the Buyer and (iii) Seller's resignation from the board of directors of
SCI. The Purchase Price will be paid at Closing in immediately available
funds.
(b) Notwithstanding the foregoing, the Buyer agrees that the Purchase
Price for the shares will be subject to an increase (but not a decrease) by
an amount per share equal to (x) the lesser of (A) $12.00 or (B) the
"Conversion Price" for the Senior Preferred Stock as finally determined
pursuant to Annex A of the Certificate of Designations for the Senior
Preferred Stock ("Annex A") minus (y) $10.00 (the "Adjustment Amount").
Therefore, if the Conversion Price for the Senior Preferred Stock as
determined pursuant to Annex A is greater than $10.00 per share, Buyer
agrees to pay to Seller in cash an amount equal to the product of 325,801
times the Adjustment Amount within five (5) days of the final determination
of the Conversion Price pursuant to Annex A.
(c) The Seller represents and warrants to the Buyer that:
(i) Seller owns all of the Shares, beneficially and of record,
free and clear of all Liens. The delivery of a certificate or
certificates by the Seller representing the Shares will transfer to
the Buyer good and valid title to such Shares, free and clear of all
Liens; and
(ii) This Agreement constitutes the legal, valid and binding
obligation of the Seller, enforceable against such Seller in
accordance with its terms, and the execution, delivery and performance
of this Agreement by the Seller does not and will not conflict with,
violate or cause a breach of any agreement, contract or instrument to
which the Seller is a party or any order, judgment or decree to which
the Seller is subject.
(d) Upon completion of the Closing (as defined in the Investment
Agreement), Seller agrees to resign from the Board of Directors of SCI
effective as of such closing and agrees to pay the fees and expenses of
Seller's legal, financial and accounting advisors, if any.
2. Definitions.
"Liens" means any mortgage, pledge, assessment, security
interest, lease, lien, adverse claim, levy, charge or other encumbrance of
any kind.
"SCI Common Stock" means the common stock, par value $0.01 per
share, of SCI or, in the event that the outstanding Common Stock is
hereafter changed into or exchanged for different stock or securities of
the Company, such other stock or securities.
"Senior Preferred Stock" means the Series A Convertible Preferred
Stock, par value $.10 per share, of SCI issued pursuant to the Agreement.
3. Notices. All notices, requests, consents and other communications
required or permitted hereunder shall be in writing and shall be deemed to
have been duly given and made and served either by personal delivery to the
person for whom it is intended or sent by a nationally recognized overnight
courier:
If to Buyer, addressed to:
Brera SCI, LLC
c/o Brera Capital Partners, LLC
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Jun Tsusaka
With copies to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois)
000 X. Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
If to the Seller Investors, addressed to:
Xxxxxxx X. Xxxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
4. Confidentiality and Noncompetition.
(a) Seller agrees not to disclose any Confidential Information
(defined below) to any person (except as required by law) for a period of
three years after the date hereof (the "Confidentiality Period"). For the
purposes of this section, "Confidential Information" means information
delivered to Seller by or on behalf of Buyer or SCI in connection with the
transactions contemplated by the Investment Agreement and any other
information regarding SCI (including information regarding its customers,
products, competitors, officers, employees and suppliers) which was
disclosed to Seller as a member of the Board of Directors of SCI; provided,
that such term does not include information that (i) was publicly known or
otherwise known to the Seller prior to the time of such disclosure,
(ii) subsequently becomes publicly known through no act or omission by the
Seller or any person acting on the Seller's behalf, or (iii) otherwise
becomes known to the Seller other than through disclosure by the Seller.
(b) Except as set forth herein, Seller agrees that during the
Confidentiality Period, Seller will not directly or indirectly, as an
owner, officer, director, shareholder, partner, member, joint venturer,
employee, consultant or otherwise, engage in the airbag (including
materials, cushions and components) manufacturing, sales or distribution
business.
5. Release. It is the intention of Seller to hereby fully, finally,
absolutely, and forever resolve, and Seller hereby releases Buyer and SCI
from, any and all claims and disputes which have existed, do exist, or may
exist relating to the Investment Agreement, and the transactions
contemplated thereby, and SCI or its activities, assets, liabilities, or
shareholders, other than (a) all options previously granted to Seller
(including the January 1, 1999 option grant) under SCI's 1994 Stock Option
Plan shall immediately vest as of the Closing and otherwise be governed by
the terms of such plan and (b) all accrued and unpaid directors fees shall
be paid at Closing.
6. Miscellaneous.
(a) This Agreement shall be binding upon and inure to the benefit of
the Buyer and its successors and assigns and the Seller and the Seller's
executors or administrators, personal representatives, heirs, legatees and
distributees.
(b) THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK EXCLUDING ANY
CONFLICT-OF-LAWS RULES OR PRINCIPLES THAT MIGHT REFER THE GOVERNANCE OR THE
CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.
(c) This Agreement supersedes all prior discussions and agreements
between the parties with respect to the subject matter hereof between the
parties (including without limitation that certain letter agreement dated
February 14, 1999) and contains the sole and entire agreement between the
parties hereto with respect to the subject matter hereof.
(d) Each party hereto shall from time to time, at the request of any
other party and without further cost or expense to such other party,
execute and deliver such other instruments of conveyance and transfer and
take such other actions as such other party may reasonably request in order
more effectively to consummate the transactions contemplated hereby.
(e) This Agreement will terminate on April 30, 1999, provided, that
if the Buyer purchases the Shares pursuant to this Agreement, the
representations and warranties set forth in Section 1(c) of this Agreement
shall survive indefinitely the termination of this Agreement.
* * *
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date written above.
BRERA SCI, LLC
/s/ Xxxxxxx Xxxxxxxx
_______________________________________
Name: Xxxxxxx Xxxxxxxx
_____________________________
Title: Authorized Signatory
_____________________________
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
__________________________________
