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EXHIBIT 9.2
TAG-ALONG, TRANSFER RESTRICTION AND VOTING AGREEMENT
This Agreement, dated as of May 31, 1996, is among Accessories
Associates, Inc., a Rhode Island corporation (the "COMPANY"), Weston Presidio
Capital II, L.P., and the other Investors listed in SCHEDULE A (collectively,
and together with their permitted successors and assigns, the "INVESTORS"), and
the other stockholders and stock option holders of the Company listed from time
to time in SCHEDULE B. The parties agree as follows:
1. DEFINITIONS. Except as the context otherwise explicitly requires, (a) the
capitalized term "Section" refers to sections of this Agreement, (b) the
capitalized term "Exhibit" refers to exhibits to this Agreement, (c) references
to a particular Section include all subsections thereof and (d) the word
"including" shall be construed as "including without limitation". Accounting
terms used in this Agreement and not otherwise defined herein shall have the
meanings provided in GAAP. Certain capitalized terms are used in this Agreement
as specifically defined in this Section 1 as follows:
1.1. "APPRAISED VALUE" means the per share value of Common Stock based on
the fair market value of the Company as a going concern, without any discount
for a minority stock position, as determined by written opinion of an investment
banker selected as follows. Such investment banker shall be selected by the
holders of a majority of the Tag-Along Shares from among three nominees
submitted by the persons from whom the Restricted Stock is to be purchased, each
of which shall be a recognized independent investment banking firm. The holders
of a majority of the Tag-Along Shares shall give notice to the Selling
Stockholder of their selection no later than 10 days after receipt of the
proposed nominees. The fees and expenses of such investment banker shall be paid
one half by the Company and one half by the Selling Stockholder. The investment
banker shall deliver its written opinion to the Company and the Selling
Stockholder no later than 30 days after its selection.
1.2. "COMMON STOCK" means the Company's Common Stock, $0.01 par value.
1.3. "COMPANY" is defined in the preamble.
1.4. "INVESTOR" is defined in the preamble.
1.5. "LIFE INSURANCE" is defined in Section 2.5.
1.6. "OUTSIDE OFFER" is defined in Section 2.1.1.
1.7. "PREFERRED STOCK" means the Company's Series A Redeemable
Convertible Preferred Stock, par value $0.01 per share.
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1.8. "PROPORTIONATE SHARE" means a fraction, the numerator of which is
the number of shares of Common Stock (on an as converted basis) owned by the
subject Investor and the denominator of which is the aggregate number of shares
of Common Stock (on an as converted basis) owned by all Investors.
1.9. "PROPOSED BUYER" is defined in Section 3.
1.10. "PROPOSED SALE" is defined in Section 3.1.
1.11. "PURCHASE AGREEMENT" means the Securities Purchase Agreement dated
as of May 31, 1996, as from time to time in effect, among the Company and the
Investors.
1.12. "RESTRICTED SHARES" means all shares of any class of capital stock
of the Company owned by any Restricted Stockholder, and all shares of capital
stock issued with respect to, in exchange for or upon conversion of any such
shares; PROVIDED, HOWEVER, that once any such shares shall have been sold in a
sale which complies with Sections 2.1 or 2.2, they shall cease to be Restricted
Shares.
1.13. "RESTRICTED STOCKHOLDERS" means all stockholders and option holders
of the Company listed from time to time as Restricted Stockholders in Schedule
B, all other persons who become party to this Agreement pursuant to Section 2.3,
transferees pursuant to Section 2.2 and their permitted successors and assigns,
but in no event including any Investor.
1.14. "RESTRICTED STOCK TRANSFEREE" is defined in Section 2.3.
1.15. "SELLING STOCKHOLDER" means a Restricted Stockholder selling
Restricted Shares under Section 2 or 3.
1.16. "TAG-ALONG NOTICE" is defined in Section 3.1.
1.17. "TAG-ALONG SHARES" means all shares of any class of capital stock of
the Company issued to the Investors, and all shares of capital stock issued with
respect to, in exchange for or upon conversion of any such shares or upon
conversion of the Preferred Stock or upon exercise of the Warrants; PROVIDED,
HOWEVER, that once any such shares shall have been sold in a sale that complies
with Section 3, they shall cease to be Tag-Along Shares.
1.18. "TRANSFER" means sell, assign, encumber, pledge, hypothecate, give
away or dispose of or transfer in any other manner, whether voluntarily,
involuntarily, by operation of law, pursuant to judicial process, divorce
decree, property settlement, bankruptcy or otherwise.
1.19. "WARRANTS" means the Warrants issuable to the Investors pursuant to
the Purchase Agreement in connection with the redemption of Preferred Stock.
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2. TRANSFER RESTRICTIONS AND PURCHASE RIGHTS.
2.1. TRANSFERS OF RESTRICTED SHARES. The Restricted Stockholders will not
Transfer Restricted Shares or allow the power to vote Restricted Shares to be
exercised by anyone else (except through ordinary proxies, revocable at the
option of such Restricted Stockholder) except that a Restricted Stockholder may
(a) make a Transfer permitted by Sections 2.2, 2.3 or 2.5 or (b) make a sale on
the following terms and in compliance with the tag-along rights provisions in
Section 3:
2.1.1. OUTSIDE OFFER. The Selling Stockholder wishing to
Transfer Restricted Shares shall prepare an offer (the "OUTSIDE OFFER")
that sets forth the number of Restricted Shares proposed to be sold, the
minimum purchase price, the proposed method of sale and the proposed
purchaser or type of purchaser.
2.1.2. INVESTOR PURCHASE OFFER. The Selling Stockholder shall
offer to sell the Restricted Shares described in the Outside Offer to the
Investors pro rata according to their Proportionate Shares by delivering
to each such Investor a copy of the Outside Offer and a written offer to
sell to such Investors all of such Restricted Shares on the terms
contained in the Outside Offer. If any Investors elect to purchase
Restricted Shares, they shall purchase such shares in accordance with
Section 2.4.
2.1.3. REMAINING SHARES. If, within 20 days after receipt by the
Investors of the Outside Offer from the Selling Stockholder, the Investors
do not elect to purchase all of such Restricted Shares, then the Selling
Stockholder may Transfer any remaining Restricted Shares in accordance
with the terms of the Outside Offer during the 90-day period immediately
following the 20-day notice period referred to above in this Section
2.1.3, subject, however, to the tag-along rights provided in Section 3 in
favor of each Investor who has notified the Selling Stockholder in writing
within such 20-day notice period of its interest in exercising its
tag-along rights with respect to any such sale. If such shares are not so
purchased during such 90-day period, they shall again become subject to
this Section 2.1.
2.2. TRANSFERS BY OPERATION OF LAW OR IN VIOLATION OF AGREEMENT. If a
Restricted Stockholder is subject to a Transfer of Restricted Stock by any
bankruptcy or insolvency law or proceeding, any divorce proceeding, or otherwise
by operation of law or court order or decree (except as a result of death, in
which case Section 2.3 shall apply), or if any Transfer of Restricted Stock is
made or attempted contrary to this Agreement, or if an offer to sell Restricted
Stock is not delivered to the Company and the Investors as and when required by
this Agreement, the Company and the Investors shall have the right to purchase
any or all of such shares of Restricted Stock from such Restricted Stockholder,
such Restricted Stockholder's legal representative or such Restricted
Stockholder's transferees at any time before or after the Transfer, at the
Appraised Value.
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2.3. CERTAIN PERMITTED TRANSFERS.
2.3.1. TRANSFERS TO IMMEDIATE FAMILY. Subject to Section 2.5,
any Restricted Stockholder may transfer (including by gift, by will or by
the laws of intestate succession) any of such Restricted Stockholder's
Restricted Shares to members of such Restricted Stockholder's immediate
family or to a trust for the benefit of members of such Restricted
Stockholder's immediate family or to a trust controlled by such Restricted
Stockholder (each of the foregoing persons being referred to as a
"RESTRICTED STOCK TRANSFEREE") so long as (a) each Restricted Stock
Transferee executes a counterpart of this Agreement as a Restricted
Stockholder, (b) Restricted Shares are not held by more than 10 members
(including trusts as members) of the same immediate family, and (c) for
purposes of Section 2.2, all Restricted Shares owned by or for the benefit
of a single immediate family shall be deemed owned at all times by the
original Restricted Stockholder within each immediate family.
2.3.2. PUBLIC OFFERING. A Selling Stockholder may sell any
Restricted Shares in a public offering registered under the federal
Securities Act of 1933, as amended, or in a transaction permitted by Rule
144 thereunder, whereupon the shares shall no longer be Restricted Shares.
2.4. PURCHASES OF COMMON STOCK.
2.4.1. ELECTION BY COMPANY AND INVESTORS. In the event of
purchases under Section 2.2, the Company shall have the right to determine
whether to purchase any or all shares of Restricted Stock available for
purchase by delivering written notice of the number of shares to be
purchased to the Selling Stockholder and the Investors within 30 days
after the Company's actual knowledge of when such right arises. The
Selling Stockholder shall not vote as a director on the question whether
the Company should purchase his or her Restricted Stock or any matter
relating thereto, but for purposes of establishing a quorum he or she
shall attend any directors meetings at which such question or matter is
considered. Promptly after a determination by the Board of Directors of
the Company not to purchase all such shares, the Company shall make the
right to purchase any shares it does not purchase available to the
Investors on the basis of their Proportionate Shares. Investors may
purchase any remaining Restricted Stock not purchased by the Company and
the other Investors pro rata based on the respective Proportionate Shares
of Investors wishing to purchase additional shares, or as they may
otherwise agree.
2.4.2. CLOSING ON STOCK SALES. The acceptance of any offer or
exercise of any right to purchase hereunder shall be by notice given in
accordance with Section 6.2 and shall specify a date of closing not
earlier than 10 business days nor later than 15 business days after the
receipt of such notice. At the closing, the purchaser shall pay the
purchase price by certified or bank check drawn on immediately available
funds and payable to the order of the Selling Stockholder. Certificates
for the Restricted Shares to be purchased, duly endorsed or accompanied by
duly executed stock powers, in each case with signatures guaranteed, shall
be delivered at the closing by the seller. In addition, the purchaser may
reasonably request
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waivers of any tax liens and evidence of good title and authority of any
representative before tendering payment.
2.5. SPECIAL PROVISIONS REGARDING PURCHASE OF SHARES OF A DECEASED
RESTRICTED STOCKHOLDER.
2.5.1. LIFE INSURANCE. The Restricted Stockholders have
transferred to the Company and the Company now owns and is the beneficiary
of the life insurance policies on the lives of the Restricted Stockholders
in the amount set forth on Schedule C (the "LIFE INSURANCE"). Effective as
of the date hereof, the Restricted Stockholders in the Company terminated
that certain Voting Trust and Certificate Holders Agreement dated as of
April 30, 1992, as amended, and in connection therewith, the Restricted
Stockholders transferred the Life Insurance to the Company. The Company
shall pay, and is solely responsible for the payment of, all premiums with
respect to the Life Insurance. The Company may not decrease the Life
Insurance without the prior written consent of the affected Restricted
Stockholder.
2.5.2. PURCHASE OF RESTRICTED SHARES HELD BY A RESTRICTED
STOCKHOLDER UPON SUCH STOCKHOLDERS DEATH. Notwithstanding anything in this
Agreement to the contrary, following the death of a Restricted Stockholder,
the personal representative of such Restricted Stockholder and any
Restricted Stock Transferee shall, within 30 days of the appointment of the
personal representative, submit to the holders of a majority of the
Tag-Along Shares a list of three nominees to determine Appraised Value. The
list of nominees shall be determined by the holders of a majority of the
Restricted Shares then owned by such personal representative and the
Restricted Stock Transferees. Within 10 days of the receipt of the report
of the appraiser, the personal representative and the Restricted Stock
Transferees shall sell to the Company a number of Restricted Shares equal
to the greater of the following:
(a) If the proceeds of the Life Insurance equal or exceed
the Appraised Value of the Restricted Shares owned by
such personal representative and each such Restricted
Stock Transferee, then all of the shares owned by such
personal representative and the Restricted Stock
Transferee shall be sold for an amount equal to the
Appraised Value; or
(b) If the proceeds of the Life Insurance are less than
the Appraised Value of all of the Restricted Shares owned
by such personal representative and each such Restricted
Stock Transferee, then a number of shares equal to the
ratio that the proceeds of the Life Insurance bear to the
Appraised Value of all such shares to be allocated
amongst the personal representative and each such
Restricted Stock Transferee in a proportion that the
number of shares owned by such person bears to the total
number of
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shares owned by such personal representative and each
Restricted Stock Transferee.
The closing of such sale shall be held at the principal offices of the
Company at which time the personal representative and each Restricted Stock
Transferee shall deliver the Restricted Shares duly endorsed or accompanied by
duly executed stock powers, in each case with signatures guaranteed, free and
clear of all liens and encumbrances. In addition, the Company may request
waivers of any tax liens and evidence of good title and authority of any
representative before tendering payment. The Company shall pay the purchase
price by certified or bank check drawn on immediately available funds and
payable to the order of each such personal representative and Restricted Stock
Transferee.
3. TAG-ALONG RESTRICTIONS. A Restricted Stockholder may sell any Restricted
Shares in accordance with Section 2.1 to any other Person (the "PROPOSED BUYER")
only if the Investors who notified the Selling Stockholder of their interest in
exercising tag-along rights as contemplated by Section 2.1.3 are offered the
chance to participate in such sale in the manner and on the terms set forth in
this Section 3.
3.1. OFFER. A notice (the "TAG-ALONG NOTICE") shall be delivered by the
Selling Stockholder to each such Investor. The Tag-Along Notice shall include:
(a) A copy of a bona fide offer from the Proposed Buyer, which shall
set forth the complete terms of the proposed sale, including the number of
Restricted Shares proposed to be purchased, the purchase price, the name
and address of the Proposed Buyer and the other principal terms of the
proposed transaction (the "PROPOSED SALE");
(b) An offer by the Selling Stockholder to include in the Proposed
Sale to the Proposed Buyer, at the option of such Investors, that number of
the Investors' Tag-Along Shares as is determined in accordance with Section
3.2, on the same terms and conditions as the Selling Stockholder shall sell
the Restricted Shares; and
(c) An agreement from the Proposed Buyer to purchase such number of
the Investors' Tag-Along Shares as shall be includable in such Proposed
Sale pursuant to Section 3.2.
3.2. TIME AND MANNER OF EXERCISE. If any of the Investors desires to
accept the offer contained in the Tag-Along Notice, such Investor shall notify
the Selling Stockholder in writing within 20 days after receipt of the Tag-Along
Notice. If none of the Investors has so accepted such offer in writing, they
shall be deemed to have waived all of their rights with respect to the Proposed
Sale, and the Selling Stockholder shall thereafter be free to sell the
Restricted Shares specified in the Tag-Along Notice pursuant to the Proposed
Sale. Any acceptance by any Investor of the offer contained in the Tag-Along
Notice shall be irrevocable except as hereinafter provided. Each Investor who
has elected to participate in such Proposed Sale shall be entitled to sell in
the Proposed Sale, on the same terms and conditions as the Selling Stockholder,
such number of its Tag-Along Shares equal to the proportion (rounded to the
nearest whole share) of
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all shares to be included in the Proposed Sale equal to a fraction, the
numerator of which is the total number of Tag-Along Shares of Investors who
notified the Restricted Stockholder of their interest in exercising tag-along
rights as contemplated by Section 2.1.3 (on an as converted basis) immediately
before the Proposed Sale and the denominator of which is the sum of the total
number of Restricted Shares to be sold pursuant to the Proposed Sale plus the
total number of such Tag-Along Shares (on an as converted basis).
3.3. TIME AND MANNER OF CLOSING. Each of the Investors participating in
any Proposed Sale shall take such actions and execute such documents and
instruments as shall be reasonably necessary in order to consummate the Proposed
Sale expeditiously on the same terms as the Selling Stockholder. If at the end
of 180 days following the date on which the Tag-Along Notice was given the
Selling Stockholder has not completed the Proposed Sale in accordance with the
terms hereof, the Investors shall be released from their obligations hereunder.
All costs and expenses incurred by the Selling Stockholder in connection with
any sale, including without limitation all attorneys' fees and disbursements and
any finders' or brokerage fees or commissions, shall be allocated pro rata among
the Selling Stockholder and the Investors according to the number of shares sold
by each. The portion of such costs and expenses allocable to each Investor shall
be remitted to the Selling Stockholder at the Closing on notice thereof
demonstrating reasonable supporting calculations. At the closing of any sale
under this Section 3.3, each Investor shall deliver certificates representing
the Tag-Along Shares to be sold by it, duly endorsed for transfer and (if
requested in writing by the Proposed Buyer) with signature guaranteed, free and
clear of all liens and encumbrances, and with any stock transfer tax stamps
affixed, against delivery of the applicable purchase price. Any shares sold to
the Proposed Buyer in accordance with this Section 3.3 shall no longer be
subject to this Agreement.
4. VOTING AGREEMENT. Each party hereto agrees (a) to cause the Board of
Directors to consist of seven directors until a Remedy Event (as defined in the
Company's Certificate of Incorporation) occurs and thereafter to consist of the
number of directors contemplated by such Certificate of Incorporation and (b) to
vote all shares of the Company's capital stock owned by such party, as the case
may be, (i) to refrain from violating the rights of the Investors as set forth
in the Purchase Agreement and the Investor Agreements (each as defined in the
Purchase Agreement) or the rights of the other Investors under the Warrants,
(ii) to elect as directors two persons nominated by the Investors, and five
directors nominated by the Restricted Stockholders and (iii) after a Remedy
Event has occurred, to elect as additional directors of the Company such persons
nominated by the Investors as is contemplated by the Certificate of
Incorporation and to continue to vote for such persons (or any successors
nominated by the Investors, as the case may be) as directors of the Company as
is contemplated by the Certificate of Incorporation, provided that the foregoing
clause (b) shall not prevent any party from voting on any other matter that may
properly be taken up by the stockholders of the Company.
5. LEGEND. Each certificate evidencing Restricted Shares shall contain the
following legend:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN A TAG-ALONG, TRANSFER
RESTRICTION AND VOTING AGREEMENT
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DATED AS OF MAY 31, 1996 A COPY OF WHICH IS ON FILE IN THE OFFICES
OF THE CORPORATION AND WILL BE FURNISHED TO THE HOLDER HEREOF
WITHOUT CHARGE UPON WRITTEN REQUEST
6. GENERAL.
6.1. REMEDIES. The parties shall have all remedies for breach of this
Agreement available to them provided by law or equity. Without limiting the
generality of the foregoing, in addition to all other rights and remedies
available at law or in equity, the parties shall be entitled to obtain specific
performance of the obligations of each party to this Agreement and immediate
injunctive relief. In the event any action or proceeding is brought in equity to
enforce the same, neither the Company nor any party will urge, as a defense,
that an adequate remedy at law exists.
6.2. NOTICES. All notices or other communications required or permitted to
be delivered hereunder shall be in writing and shall be delivered to each of the
parties at their respective addresses as set forth in Schedules A or B. Any
party to this Agreement may at any time change the address to which notice to
such party shall be delivered by giving notice of such change to the other
parties and such notice shall be deemed given when received by the other
parties. Notices shall be deemed effectively given when personally delivered or
sent to the recipient at the address set forth above by telex or a facsimile
transmission, one business day after having been delivered to a receipted,
nationally recognized courier, properly addressed or five business days after
having been deposited into the United States mail, postage prepaid, PROVIDED,
that any notice to any party outside of the United States shall be sent by
telecopy and confirmed by overnight or two-day courier.
6.3. AMENDMENTS, WAIVER AND CONSENTS. Any provision in this Agreement to
the contrary notwithstanding, changes in or additions to this Agreement may be
made, and compliance with any covenant or provision herein set forth may be
omitted or waived, if the Company (a) shall obtain consent thereto in writing
from Investors holding an aggregate of at least a majority of the Tag-Along
Shares, on an as converted basis and (b) shall, in each such case, deliver
copies of such consent in writing to any parties who did not execute the same;
PROVIDED, HOWEVER, that any such amendment or waiver adversely effecting the
Restricted Stockholders in a manner distinct from the effect of such amendment
or waiver on the Investors shall require the written consent of the Restricted
Stockholders holding a majority of the Restricted Shares.
6.4. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the personal representatives, successors and assigns of
the respective parties hereto. The Company shall not have the right to assign
its rights or obligations hereunder or any interest herein without obtaining the
prior written consent of the Investors holding an aggregate of at least a
majority of the Tag-Along Shares, on an as converted basis. The Restricted
Stockholders and the Investors may assign or transfer their rights under this
Agreement to the extent permitted herein and by the other agreements between the
respective parties and the Company.
6.5. TERMINATION. This Agreement shall terminate on the first to occur of
(a) the time immediately prior to the consummation of a Qualified Public
Offering (as defined in the Certificate
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of Designation for the Company's Preferred Stock issued to the Investors on or
about the date hereof) or (b) when no shares of the Preferred Stock and no
Warrants are outstanding, except as a result of the conversion, exchange or
exercise of the Preferred Stock or Warrants.
6.6. SEVERABILITY. If any provision of this Agreement shall be found by
any court of competent jurisdiction to be invalid or unenforceable, the parties
waive such provision to the extent that it is found to be invalid or
unenforceable. Such provision shall, to the maximum extent allowable by law, be
modified by such court so that it becomes enforceable and, as modified, shall be
enforced as any other provision hereof, all the other provisions hereof
continuing in full force and effect.
6.7. HEADINGS. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
6.8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous understandings, whether written or oral.
6.9. COUNTERPARTS. This Agreement may be executed in counterparts, all of
which together shall constitute one and the same instrument.
6.10. CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws (other than the conflict of laws rules) of The
Commonwealth of Massachusetts.
The parties hereto have executed this Agreement under seal as of the date
first above written.
ACCESSORIES ASSOCIATES, INC.
By /s/ Gerald F. Cerce
--------------------------------
Title: Chairman
WESTON PRESIDIO CAPITAL II, L.P.
By: WESTON PRESIDIO CAPITAL
MANAGEMENT II, L.P.
By /s/ Michael F. Cronin
--------------------------------
General Partner:
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BANCBOSTON VENTURES, INC.
By /s/ Charles Grant
--------------------------------
Title: Vice President
ST. PAUL FIRE AND MARINE
INSURANCE COMPANY
By /s/ Everett V. Cox
--------------------------------
Title: Authorized Representative
NATIONAL CITY CAPITAL CORPORATION
By /s/ Carl E. Baldassarre
--------------------------------
Title: Managing Director
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SCHEDULE A TO TAG-ALONG,
TRANSFER RESTRICTION AND
VOTING AGREEMENT
----------------
Number of Preferred Number of Common
Stock Shares Held Stock Shares Held
Investors and Address on Date Hereof on Date Hereof
- --------------------- ------------------- -----------------
Weston Presidio Capital II, L.P. 17,100 19,000
40 William Street - Suite 300
Wellesley, MA 02181
Telephone: (617) 237-4700
Telecopy: (617) 237-6270
BancBoston Ventures, Inc. 6,840 7,600
100 Federal Street - 31st Floor
Boston, Massachusetts 02110
Telephone: (617) 434-2442
Telecopy: (617) 434-1153
St. Paul Fire and Marine 6,840 7,600
Insurance Company
c/o St. Paul Venture Capital, Inc.
8500 Normandale Lake Blvd.
Suite 1940
Bloomington, Minnesota 55437
Telephone: (612) 830-7474
Telecopy: (612) 830-7475
National City Capital Corporation 3,420 3,800
1965 E. 6th Street ------ ------
Suite 1010
Cleveland, OH 44114
Telephone: (216) 575-9482
Telecopy: (216) 575-9965
TOTAL: 34,200 38,000
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SCHEDULE B TO TAG-ALONG
TRANSFER RESTRICTION AND
VOTING AGREEMENT
----------------
Restricted Stockholders Number of Common Stock
and Address Shares Held on Date Hereof
- ----------------------- --------------------------
John H. Flynn, Jr. 28,500 shares
52 Second Street
Newport, RI 02840
Felix A. Porcaro, Jr. 171,000 shares
5 Lori Ellen Drive
Lincoln, RI 02865
Robert V. Lallo 28,500 shares
132 Division Street
East Greenwich, RI 02818
Gerald F. Cerce 342,000 shares
143 Meeting Street
Providence, RI 02906
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SCHEDULE C TO TAG-ALONG
TRANSFER RESTRICTION AND
VOTING AGREEMENT
LIFE INSURANCE POLICIES
INSURED POLICY NUMBER/AMOUNT
- ------- --------------------
A. Gerald F. Cerce Fidelity Kemper/$8,820,000
143 Meeting Street #FL0419936
Providence, RI 02906
Mass Mutual/$4,380,000
#8828803
Fidelity Kemper/$3,000,000
#FL0430618
B. Felix Porcaro, Jr. Prudential/$3,000,000
5 Lori Ellen Drive #79658599
Lincoln, RI 02865
Mass Mutual/$2,190,000
#8828807
Pacific Mutual/$2,910,000
#1A2304136-0
C. Robert V. Lallo Fidelity Kemper/$735,000
132 Division Street #FL0419920
E. Greenwich, RI 01818
Mass Mutual/$365,000
#8828804
Fidelity Kemper/$250,000
#FL0430617
D. John H. Flynn, Jr. Fidelity Kemper/$735,000
52 Second Street #FL0419937
Newport, RI 02840
Mass Mutual/$365,000
#8828812
Fidelity Kemper/$250,000
#FL0430616
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EXHIBIT 9.2
FIRST AMENDMENT TO TAG-ALONG, TRANSFER RESTRICTION
AND VOTING RIGHTS AGREEMENT
This First Amendment to Tag-Along, Transfer Restriction and Voting
Agreement made and entered into as of this 11th day of December, 1996 by and
between Accessories Associates, Inc., a Rhode Island corporation (the
"Company"), Weston Presidio Capital II, L.P. and the other Investors executing
this First Amendment (collectively, and together with their permitted successors
and assigns the "Investors") and the other Stockholders and Stock Optionholders
of the Company listed in Schedule B.
RECITALS
On May 31, 1996, the Company and Weston Presidio Capital II, L.P,
BancBoston Ventures, Inc., St. Paul Fire and Marine Insurance Company and
National City Corporation (the "Initial Investors") together with the persons
listed in Schedule B attached hereto entered into a Tag-Along, Transfer
Restriction and Voting Agreement (the "Agreement") granting to the Initial
Investors certain tag-along rights and transfer restrictions. The Initial
Investors have authorized the issuance of ninety-five hundred (9,500) additional
shares of the Company's Series A Redeemable Convertible Preferred Stock, par
value $0.01 per share (the "Shares"). The Company proposes to issue the
ninety-five hundred (9,500) Shares in the amounts indicated to the persons
listed hereto on Schedule C hereto (collectively referred to as the "Subsequent
Investors"). As consideration in part for their purchase of the Shares, the
Subsequent Investors have requested to become parties to the Tag-Along, Transfer
Restriction and Voting Agreement. The Company, the Initial Investors and the
persons listed on Schedule B are willing to do so.
NOW THEREFORE, in consideration of the promises and agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency whereof is hereby acknowledged, it is agreed as follows:
1. Effective upon the execution of this Agreement, each Subsequent
Investor shall become, and shall be, a party to the Agreement and the term
"Investors" wherever set forth in the Agreement shall be deemed to include each
of the Initial Investors and the Subsequent Investors.
2. Except as modified herein, the Agreement is hereby ratified, confirmed
and approved.
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IN WITNESS WHEREOF, the parties have executed this agreement as of the day
and date first above written.
ACCESSORIES ASSOCIATES, INC.
By: /s/ Gerald F. Cerce
---------------------------------------
INITIAL INVESTORS:
WESTON PRESIDIO CAPITAL II, L.P.
By: WESTON PRESIDIO CAPITAL
MANAGEMENT II, L.P.
General Partner
By: /s/ Michael F. Cronin
----------------------------------
BANCBOSTON VENTURES, INC.
By: /s/ Charles Grant
---------------------------------------
ST. PAUL FIRE AND MARINE
INSURANCE COMPANY
By: /s/ Everett V. Cox
---------------------------------------
NATIONAL CITY CAPITAL CORPORATION
By: /s/ Carl E. Baldassarre
---------------------------------------
2
16
SUBSEQUENT INVESTORS:
MARLIN CAPITAL, L.P.
By: MARLIN HOLDINGS, INC.,
General Partner
By: /s/ Ian Ashken
----------------------------
FIRST GLOBAL INVESTMENTS LIMITED
By: /s/ Elizabeth LePoidevin
---------------------------------
IONIC HOLDINGS L.D.C.
By: /s/ Elizabeth LePoidevin
---------------------------------
NEW HENLEY OVERSEAS INVESTMENTS,
INC.
By: /s/ Elias S. Zilkha
---------------------------------
ORACLE INVESTMENTS AND HOLDINGS,
LIMITED
By: /s/ Elizabeth LePoidevin
---------------------------------
BRAHMAN PARTNERS II, L.P.
By: /s/ Peter A. Hochfelder
---------------------------------
3
17
B.Y. PARTNERS, L.P.
By: /s/ Peter A. Hochfelder
---------------------------------
QUASAR INTERNATIONAL PARTNERS CV
By: /s/ Peter A. Hochfelder
---------------------------------
BRAHMAN PARTNERS II OVERSHORE LTD.
By: /s/ Peter A. Hochfelder
---------------------------------
SCHEDULE B PERSONS
/s/ Gerald F. Cerce
-------------------------------------
Gerald F. Cerce
/s/ John H. Flynn, Jr.
-------------------------------------
John H. Flynn, Jr.
/s/ Robert V. Lallo
-------------------------------------
Robert V. Lallo
/s/ Felix A. Poccaro
-------------------------------------
Felix A. Poccaro
/s/ Michael Aviles
-------------------------------------
Michael Aviles
4
18
/s/ Duane M. DeSisto
----------------------------------
Duane M. DeSisto
/s/ Thomas E. McCarthy
----------------------------------
Thomas E. McCarthy
/s/ Daniel A. Triangolo
----------------------------------
Daniel A. Triangolo
5
19
SCHEDULE B
Stockholders/Optionholders Number of Common Shares
Address Held on Option
Gerald F. Cerce 342,000
143 Meeting Street
Providence, RI 02906
John H. Flynn 28,500
52 Second Street
Newport, RI 02840
Robert V. Lallo 28,500
132 Division Street
East Greenwich, RI 02818
Felix A. Poccaro, Jr. 171,000
5 Lori Ellen Drive
Lincoln, RI 02865
Michael Aviles* 2,000
Duane M. DeSisto* 2,000
Thomas E. McCarthy* 2,000
Daniel A. Triangolo* 2,000
*Options Only
6
20
SCHEDULE C
INVESTOR NO. OF SHARES
- -------- -------------
Marlin Capital, L.P. P-5 4,750
c/o Marlin Capital Holdings, Inc.
555 Theodore Fremd Avenue
Rye, New York 10580
New Henley Overseas Investments Corp. 237
53rd East Street
Urbanizacion Obarrio
P.O. Box 7284
Panama 5, Panama
First Global Capital Holdings Limited 237
La Motte Chambers
La Motte Street
St. Heuer, Jersey
Channel Islands JE11BJ
Oracle Investments and Holdings Limited 237
La Motte Chambers
La Motte Street
St. Heuer, Jersey
Channel Islands JE11BJ
7
21
INVESTORS NO. OF SHARES
- --------- -------------
Ionic Holdings LDC 238
La Motte Chambers
La Motte Street
St. Heuer Jersey
Channel Islands, JE11BJ
Brahman Partners II, L.P. 1,672
c/o Brahman Capital Corp.
277 Park Avenue - 26th Floor
New York, New York 10017
B.Y. Partners, L.P. 989
c/o Brahman Capital Corp.
277 Park Avenue - 26th Floor
New York, New York 10017
Quota Fund N.V. 684
c/o Brahman Capital Corp.
277 Park Avenue - 26th Floor
New York, New York 10017
Genisis Capital Fund L.P. 152
c/o Brahman Capital Corp.
277 Park Avenue - 26th Floor
New York, New York 10017
Brahman Partners II Offshore Ltd. 304
c/o Brahman Capital Corp.
277 Park Avenue - 26th Floor
New York, New York 10017
8