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Exhibit 9.2
June __, 1997
Xxxxxx LLC
c/o Xxxxxxx X. Xxxxxx
00 Xxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx
Gentlemen:
Reference is hereby made to that certain Shareholders' Agreement, dated
as of June __, 1997 (the "Shareholders' Agreement"), by and among ECO Holdings
III Limited Partnership, a Delaware limited partnership ("ECO"), Polish
Investments Holding Limited Partnership, a Delaware limited partnership
("PIHLP"), Xxxxxx LLC, a Connecticut limited liability company ("Xxxxxx"),
Xxxxx X. Xxxxxxxx, The Xxxxxx Xxxx Xxxxx Marital Trust, a Connecticut trust
("CACMT") and @ Entertainment, Inc., a Delaware corporation (the "Company").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Shareholders' Agreement.
This letter agreement (the "Agreement") is being entered into by PIHLP
for the benefit of Xxxxxx in connection with its execution and delivery of the
Shareholders' Agreement, the Voting Agreement between PIHLP, Xxxxxx, CACMT and
Xxxxx X. Xxxxxxxx, and by ECO for the benefit of Xxxxxx in connection with its
execution and delivery of the Shareholders' Agreement. Except as otherwise
permitted in Paragraph 2 of this Letter Agreement, each Principal Shareholder
hereby agrees that any transfer by such Principal Shareholder of Common Stock
or Series B Preferred Stock of the Company, (collectively, "Restricted Stock")
is subject to the following provisions of this Letter Agreement;
1. Tag Along Rights. Each of the Principal Shareholders covenants
to Xxxxxx that in the event it sells Common Stock and/or Series B Preferred
pursuant to Section 3.1 of the Shareholders Agreement, it shall procure that
any Covered Shareholder
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Xxxxxx LLC
June __, 1997
Page 2
be given the opportunity to sell its Shares of Common Stock to the Group or
third party buying the Principal Shareholder's Shares on the same terms and
conditions and at the Applicable Price Per Share. Each of the Principal
Shareholders sending any of the notices referred to in Section 3.1 shall
simultaneously send a copy of that notice to each Covered Shareholder. The
Principal Shareholders further covenant that, from and after the date of
termination of the Shareholder Agreement through the date this Letter Agreement
terminates, in the event of any sale of Shares by either of them that would
have been governed by Section 3.1 of the Shareholders Agreement if the
Shareholders Agreement had then been in effect, each Covered Shareholder (and,
for the avoidance of doubt, only the Covered Shareholders) shall have the same
rights to have its Shares bought by a third party purchaser and to receive
notices as are set forth in the previous sentences, as though the Shareholders
Agreement had for this one purpose not been terminated; provided, however that
for avoidance of doubt the restrictions on transfer, including rights of first
refusal, contained in Section 3.1 shall not apply to any such sale of Shares by
the Principal Shareholders.
2. Inapplicable Transfers. Notwithstanding anything contained
herein to the contrary, the provisions of this Letter Agreement shall not apply
with respect to the Principal Shareholders to (i) any transfer as a result of
the exercise of the buy-sell provisions of Section 5 of the Shareholders'
Agreement, (ii) any transfers in accordance with clause (i) or (iii) of Section
3.7 of the Shareholders' Agreement or (iii) any pledge, hypothecation or
encumbrance of Restricted Stock pursuant to Section 3.6 of the Shareholders'
Agreement.
3. Definitions; Interpretation.
a. "Principal Shareholder" shall mean ECO, PIHLP and any
transferee who acquires their shares pursuant to Section 3.7(i) or (iii) of the
Shareholders' Agreement.
b. "Covered Shareholder" shall mean Xxxxxx and any
transferee who acquires Xxxxxx'x Shares in accordance with the Shareholders'
Agreement.
4. Term. This Letter Agreement shall terminate upon the first to
occur of (a) the written consent of all parties, or (b) an Initial Public
Offering.
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Xxxxxx LLC
June __, 1997
Page 3
This Letter Agreement and the covenants and agreements set forth herein
shall be binding upon and inure solely to the benefit of the signatory parties
hereto (and with respect to Xxxxxx, any other Covered Shareholder who executes a
counterpart of this Letter Agreement), and (ii) with respect to ECO and PIHLP,
any transferee who is a Principal Shareholder).
[Signatures on following page]
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Xxxxxx LLC
June __, 1997
Page 4
Please acknowledge your understanding of and agreement with the
foregoing by signing this Letter Agreement in the spaces provided below.
Date: _____________, 1997 ECO HOLDINGS III LIMITED PARTNERSHIP
By: Advent ECO III L.L.C., general partner
By: Global Private Equity II Limited
Partnership, member
By: Advent International Limited Partnership,
general partner
By: Advent International Corporation, general
partner
By: ________________________________________
Xxxxx X. Xxxxxxxx
Vice President
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Xxxxxx LLC
June __, 1997
Page 5
Date: _____________, 1997 POLISH INVESTMENTS HOLDING L.P.
a Delaware limited partnership
By: CHASE POLISH ENTERPRISES, INC.,
a Delaware corporation
By: _________________________________________
Its: _________________________________________
ACCEPTED AND AGREED TO THIS __ DAY OF MARCH, 1997:
XXXXXX LLC
By: ____________________________
Its: ____________________________
