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STOCK PURCHASE AGREEMENT
by and between
Vincent K. McMahon, in his capacity as trustee
on behalf of The Vincent K. McMahon
Irrevocable Trust
and
Invemed Catalyst Fund, L.P.
_________________
August 23, 2001
_________________
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TABLE OF CONTENTS
PAGE
ARTICLE I SALE AND PURCHASE....................................................1
1.1 Purchase and Sale of Class A Common Stock..................1
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER........................2
2.1 Power and Authority........................................2
2.2 Title to the Shares........................................2
2.3 No Conflict; Required Filings and Consents.................2
2.4 Binding Effect.............................................3
2.5 Organization and Qualification.............................4
2.6 Capitalization.............................................4
2.7 Reports; Financial Statements..............................5
2.8 Liabilities................................................6
2.9 No Default or Breach; Contractual Obligations..............6
2.10 Litigation.................................................6
2.11 Compliance with Laws.......................................6
2.12 Taxes......................................................6
2.13 Employee Benefit Plans.....................................7
2.14 Intellectual Property......................................8
2.15 No Brokers.................................................8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER....................9
3.1 Organization and Qualification.............................9
3.2 Authority..................................................9
3.3 No Conflict; Required Filings and Consents.................9
3.4 Acquisition of Shares for Investment.....................10
3.5 No Broker.................................................10
3.6 No Hart-Scott-Rodino Filing...............................10
ARTICLE IV CONDITIONS PRECEDENT TO EACH PARTY'S OBLIGATIONS...................11
4.1 Conditions Precedent to Obligation of the Seller
to Close..................................................11
4.2 Conditions Precedent to Obligation of the Purchaser.......11
ARTICLE V CLOSING DELIVERIES..................................................11
5.1 Deliveries of the Seller..................................11
5.2 Deliveries of the Purchaser...............................12
ARTICLE VI TERMINATION OF AGREEMENT...........................................12
6.1 Termination...............................................12
6.2 Survival..................................................12
ARTICLE VII MISCELLANEOUS.....................................................13
7.1 Survival of Representations and Warranties................13
7.2 Amendments and Waivers....................................13
7.3 Notices...................................................13
7.4 Successors and Assigns....................................14
7.5 Counterparts..............................................14
7.6 Descriptive Headings, Etc.................................14
7.7 Severability..............................................15
7.8 Governing Law.............................................15
7.9 Remedies; Specific Performance............................15
7.10 Entire Agreement..........................................15
7.11 Consent to Jurisdiction; Waiver of Jury...................15
7.12 Further Assurances........................................16
7.13 Construction..............................................16
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is entered into this
23rd day of August, 2001 by and between Vincent K. McMahon, in his capacity as
trustee on behalf of The Vincent K. McMahon Irrevocable Trust (the "SELLER"),
and Invemed Catalyst Fund, L.P., a Delaware limited partnership (the
"PURCHASER").
WITNESSETH THAT:
WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser
wishes to purchase from the Seller, shares of the Company's Class A Common
Stock, par value $.01 per share ("CLASS A COMMON STOCK"), of World Wrestling
Federation Entertainment, Inc. (the "COMPANY") which, simultaneously with such
sale and purchase shall have been automatically converted, on a one-for-one
basis, from shares of the Company's Class B Common Stock, par value $.01 per
share.
NOW, THEREFORE, in consideration of the agreements and obligations
contained in this Agreement, the parties hereby agree as follows:
ARTICLE I
SALE AND PURCHASE
1.1 PURCHASE AND SALE OF CLASS A COMMON STOCK. At the closing of
the transactions contemplated by this Agreement (the "CLOSING"), the Seller
shall sell to the Purchaser, and the Purchaser shall purchase from the Seller,
1,886,793 shares of Class A Common Stock (collectively, the "SHARES"), for an
aggregate price in immediately available United States funds (the "PURCHASE
PRICE") of $25,000,007.25. At the Closing (a) the Seller shall deliver to the
Purchaser a certificate representing the Shares being purchased by the Purchaser
from Seller, duly endorsed in blank or accompanied by a duly executed stock
power, in proper form for transfer, (b) the Purchaser will deliver to the Seller
the aggregate purchase price therefor by wire transfer of immediately available
funds and (c) the Seller shall cause the Company to (i) register the purchase of
the Shares by the Purchaser pursuant to this Agreement and (ii) in exchange for
the certificates delivered to the Purchaser by the Seller pursuant to the
preceding clause (a), deliver to the Purchaser a certificate registered on the
Company's stock ledger in the name of the Purchaser representing the aggregate
number of Shares being purchased by the Purchaser under this Agreement. The
Purchaser agrees that the certificates representing the Shares shall bear a
legend in substantially the following form:
"The shares represented by this certificate are "restricted
securities" as that term is defined in Rule 144 promulgated
under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), and may not be offered, sold or otherwise transferred,
pledged or hypothecated except in a
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transaction registered under the Securities Act or in a transaction
exempt from such registration."
At the Closing, the Purchaser shall deliver to the Seller the Purchase Price by
wire transfer to the account specified by the Seller on Schedule 1 hereto.
Unless this Agreement shall have terminated pursuant to Article VI, and subject
to the satisfaction or waiver or the conditions set forth in Article IV, the
Closing shall take place at 10:00 a.m., local time (or as soon thereafter as
practicable), on the later of (x) August 30, 2001 and (y) the Business Day
following the date upon which the conditions set forth in Article IV shall be
satisfied or waived in accordance with this Agreement (the "CLOSING DATE") at
the offices of the Company at 1241 East Main Street, Stamford, CT 06902.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Purchaser that:
2.1 POWER AND AUTHORITY. The Seller has the legal capacity to
execute and deliver this Agreement and the Stockholders Agreement, in the form
of Exhibit A hereto, to be entered into among the Purchaser and the Seller (the
"STOCKHOLDERS AGREEMENT") and perform his obligations under this Agreement and
the Stockholders Agreement.
2.2 TITLE TO THE SHARES. The Seller owns beneficially and of
record the Shares sold by him and has good and valid title to such Shares, free
and clear of any mortgage, deed of trust, pledge, hypothecation, assignment,
encumbrance, lien (statutory or other) or preference, priority, right or other
security interest or preferential arrangement of any kind or nature whatsoever,
excluding preferred stock and equity related preferences (collectively, the
"LIENS"). The Seller has the unrestricted power and authority to transfer the
Shares to the Purchaser. Upon delivery to the Purchaser of the stock
certificates representing the Seller's Shares and payment therefor, the
Purchaser shall acquire good and valid title to such Shares, free and clear of
all Liens, other than those created by the Purchaser.
2.3 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(a) Assuming the truth of the representations set forth in
Sections 3.4 and 3.6, the execution and delivery of this Agreement and the
Stockholders Agreement by the Seller does not and the performance by the Seller
of his obligations hereunder will not (i) conflict with or violate any laws in
effect as of the date of this Agreement and the Stockholders Agreement
applicable to the Seller or by which any of its properties or assets is bound or
(ii) result in any breach of, constitute a default (or an event that with notice
or lapse of time or both would become a default) under, give to any other entity
any right of termination, amendment acceleration or cancellation of, require
payment under, or result in the creation of a lien or encumbrance on any of the
properties or assets of the Seller pursuant to, any note, bond, mortgage,
indenture, contract,
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agreement, lease, license, permit, franchise, or other
instrument or obligation to which the Seller is a party or by which the Seller
or any of its properties or assets is bound.
(b) Assuming the truth of the representations set forth in
Sections 3.4 and 3.6 the execution and delivery of this Agreement and the
Stockholders Agreement by the Seller does not, and the performance by the Seller
of its obligations hereunder will not, require the Seller to obtain any consent,
registration, approval, authorization or permit of, to make any filing with, or
to give notification to, any person, including any governmental entities, based
on any law in effect as of the date of this Agreement and the Stockholders
Agreement, except those which have been or will be timely obtained, made or
given, and no lapse of a waiting period under any law or regulation is necessary
or required in connection with the execution, delivery or performance of this
Agreement or the Stockholders Agreement.
(c) The execution and delivery of the Registration Rights
Agreement in the form of Exhibit B hereto, to be entered into between the
Company and the Purchaser (the "REGISTRATION RIGHTS AGREEMENT") by the Company
does not, and the performance by the Company of its obligations thereunder will
not, (i) conflict with, breach or violate the restated certificate of
incorporation or by-laws of the Company, (ii) conflict with or violate any laws
in effect as of the date of the Registration Rights Agreement applicable to the
Company or any of its subsidiaries or by which any of their respective
properties or assets is bound or (iii) result in any breach of, constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, give to any other entity any right of termination, amendment,
acceleration or cancellation of, require payment under, or result the creation
of a lien or encumbrance on any of the properties or assets of the Company or
any of its subsidiaries pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise, or other instrument or
obligation to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries or any of their respective
properties or assets is bound.
(d) The execution and delivery of the Registration Rights
Agreement by the Company does not, and the performance by the Company of its
obligations thereunder will not, require the Company to obtain any consent,
registration, approval, authorization or permit of, to make any filing with, or
to give notification to, any person, including any governmental entities, based
on any law in effect as of the date of the Registration Rights Agreement, except
those which have been or will be timely obtained, made or given, and no lapse of
a waiting period under any law or regulation is necessary or required in
connection with the execution, delivery or performance of the Registration
Rights Agreement.
2.4 BINDING EFFECT.
(a) This Agreement has been and as of the Closing Date, the
Stockholders Agreement will have been duly executed and delivered by the Seller
and, assuming the due authorization, execution and delivery hereof by the
Purchaser, this Agreement constitutes, and as of the Closing Date the
Stockholders Agreement will
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constitute the legal, valid and binding obligation of the Seller enforceable
against it in accordance with its terms, except as such enforceability may be
limited or affected by (a) bankruptcy, insolvency, reorganization, moratorium,
liquidation, arrangement, fraudulent transfer, fraudulent conveyance and other
similar laws (including court decisions) now or hereafter in effect and
affecting the rights and remedies of creditors generally or providing for the
relief of debtors, (b) the refusal of a particular court to grant equitable
remedies, including, without limitation, specific performance and injunction
relief, and (c) general principles of equity (regardless of whether such
remedies are sought in a proceeding in equity or at law).
(b) The Company has all requisite corporate power and
authority to execute and deliver the Registration Rights Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated hereby
to be consummated by the Company. The execution and delivery of the Registration
Rights Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action and no other corporate proceedings on the part of the Company
are necessary to authorize the Registration Rights Agreement or to consummate
the transactions contemplated hereby. The Registration Rights Agreement has been
duly executed and delivered by the Company and, assuming the due authorization,
execution and delivery hereof by the Purchaser, constitutes the legal, valid and
binding obligation of the Company enforceable against it in accordance with
their terms, except as such enforceability may be limited or affected by (a)
bankruptcy, insolvency, reorganization, moratorium, liquidation, arrangement,
fraudulent transfer, fraudulent conveyance and other similar laws (including
court decisions) now or hereafter in effect and affecting the rights and
remedies of creditors generally or providing for the relief of debtors, (b) the
refusal of a particular court to grant equitable remedies, including, without
limitation, specific performance and injunction relief, and (c) general
principles of equity (regardless of whether such remedies are sought in a
proceeding in equity or at law).
2.5 ORGANIZATION AND QUALIFICATION. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has all requisite power and authority to own, lease and
operate its properties and to carry on its business as it is now being conducted
and the Company is duly qualified to do business and in good standing in each
jurisdiction in which the nature of the business conducted by it or the
ownership or leasing of its properties makes such qualification and being in
good standing necessary, other than where the failure to be so qualified and in
good standing would not have a material adverse effect on the Company and its
subsidiaries taken as a whole, their business, financial condition or results of
operations (a "COMPANY MATERIAL ADVERSE Effect"). A list of all of the Company's
significant subsidiaries as defined in the Exchange Act, is incorporated by
reference in the Annual Report (as defined below).
2.6 CAPITALIZATION. The authorized capital stock of the
Company consists of 180,000,000 shares of Class A Common Stock, 60,000,000
shares of Class B Common Stock, par value $.01 per share ("CLASS B COMMON
STOCK") and 20,000,000 shares of preferred stock, par value $.01 per share
("PREFERRED STOCK"). As of August 20,
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2001: (a) 16,265,384 shares of Class A Common Stock and
56,667,000 shares of Class B Common Stock were issued and outstanding, all of
which are duly authorized, validly issued, fully paid and non-assessable and not
subject to preemptive rights created by statute, the Company's restated
certificate of incorporation or by-laws or any agreement to which the Company is
a party or is bound; (b) no shares of Preferred Stock were issued and
outstanding; and (c) 10,000,050 shares of Class A Common Stock were reserved for
future issuance pursuant to the Company's Long-Term Incentive Plan, of which
6,670,700 stock options were issued to officers, key employees and other persons
and outstanding as of April 30, 2001. There are no options, warrants or other
rights (including registration rights), agreements, restrictions on transfer,
arrangements or commitments of any character to which the Company is a party
relating to the issued or unissued capital stock of, or other equity interests
in, the Company, by sale, lease, license or otherwise, except (i) as disclosed
in the Company SEC Reports (as defined in Section 2.7) or otherwise as set forth
in this Section 2.6 and (ii) for the Company's existing stock option plans
described in the Company SEC Reports to the extent stock options thereunder have
not yet been granted. The Shares, when sold in accordance with this Agreement,
will be duly authorized, validly issued, fully paid and non-assessable and not
subject to preemptive rights of any person.
2.7 REPORTS; FINANCIAL STATEMENTS.
(a) As of the respective dates of their filing with the
Securities and Exchange Commission (the "SEC"), all reports, registration
statements and other filings, together with any amendments thereto (the "COMPANY
SEC REPORTS") complied, and all such reports, registration statements and other
filings to be filed by the Company with the SEC prior to the Closing Date will
comply, in all material respects with the applicable requirements of the
Securities Act of 1933, as amended (the "SECURITIES ACT"), the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the rules and
regulations of the SEC promulgated thereunder, and did not at the time they were
filed with the SEC, or will not at the time they are filed with the SEC, contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they are made, not
misleading.
(b) The consolidated financial statements (including, in each
case, any related notes thereto) contained in the Company SEC Reports and in any
such reports, registration statements and other filings to be filed by the
Company with the SEC prior to the Closing Date (i) have been or will be prepared
in accordance with the published rules and regulations of the SEC and generally
accepted accounting principles applied on a consistent basis throughout the
periods involved (except as may be indicated in the notes thereto) and (ii)
fairly present or will fairly present the consolidated financial position of the
Company and its subsidiaries as of the respective dates thereof and the
consolidated results of operations and cash flows for the periods indicated,
except that any unaudited interim financial statements were or will be subject
to normal and recurring year-end adjustments and may omit footnote disclosure as
permitted by regulations of the SEC.
5
2.8 LIABILITIES. The Company does not have any direct or
indirect material obligation or liability (the "LIABILITIES") that would be
reasonably likely to have a Company Material Adverse Effect other than (a)
Liabilities fully and adequately reflected or reserved against it in its annual
report on Form 10-K for the fiscal year ended April 30, 2001 (the "ANNUAL
REPORT"), and (b) Liabilities incurred since April 30, 2001, in the ordinary
course of business. Since April 30, 2001, there has been no change, event,
circumstance or other occurrence with respect to the Company, its subsidiaries,
assets or properties that could reasonably be expected to have a Company
Material Adverse Effect, except as specified in the Disclosure Schedule hereto.
2.9 NO DEFAULT OR BREACH; CONTRACTUAL OBLIGATIONS. Except as
set forth in the Disclosure Schedule hereto, the Company has not received notice
of a default and is not in default under, or with respect to, any material
contractual obligation nor does any condition exist that with notice or lapse of
time or both would constitute a default thereunder. Except as described in the
Annual Report, all material contracts, agreements, understandings and
arrangements, whether written or oral (collectively, the "CONTRACTS") are valid,
subsisting, in full force and effect and binding upon the Company and the other
parties thereto, and the Company has paid in full or accrued all amounts due
thereunder and has satisfied in full or provided for all of its liabilities and
obligations thereunder, except to the extent that the failure of any such
payment or liability could not reasonably be expected to have a Company Material
Adverse Effect. To the knowledge of the Seller, no other party to any such
Contract is in default thereunder, nor does any condition exist that with notice
or lapse of time or both would constitute a default by such other party
thereunder, except, to the extent that such default could not reasonably be
expected to have a Company Material Adverse Effect.
2.10 LITIGATION. Except as disclosed in the Annual Report, there
are no actions, suits, proceedings, claims, complaints, disputes, arbitrations
or investigations pending or, to the knowledge of the Seller, threatened at law,
in equity, in arbitration or before any governmental authority against the
Company, any of its subsidiaries or any of its property or assets which, could
reasonably be expected to have a Company Material Adverse Effect.
2.11 COMPLIANCE WITH LAWS. The Company is in compliance, with
all requirements of any law, regulation or rule applicable to it or its property
or assets and all orders and consent decrees issued by any court or governmental
authority against the Company or any of its subsidiaries, except to the extent
that such default could not reasonably be expected to have a Company Material
Adverse Effect. The Company has all licenses, permits and approvals of any
governmental authority that are necessary for the conduct of the business of the
Company and all such permits are in full force and effect and no violations are
or have recorded in respect of any permit, except to the extent that the failure
of any such permit to be in full force and effect or any such violation could
not reasonably be expected to have a Company Material Adverse Effect.
2.12 TAXES. (a) The Company has paid all federal, state,
local, foreign and other taxes, including deficiencies, interest, additions,
penalties and expenses (collectively, the "TAXES") which have come due and are
required to be paid by it through
6
the date hereof, and all deficiencies or other additions to
Tax, interest and penalties owed by it in connection with any such Taxes, other
than Taxes being disputed by the Company in good faith for which adequate
reserves have been made in accordance with GAAP except to the extent that the
failure to make such payment could not reasonably be expected to have a Company
Material Adverse Effect; (b) the Company has timely filed or caused to be filed
all returns for Taxes that it is required to file on and through the date hereof
(including all applicable extensions), and all such Tax returns are accurate and
complete except to the extent that the failure to make such filing could not
reasonably be expected to have a Company Material Adverse Effect; (c) with
respect to all Tax returns of the Company, (i) there is no unassessed Tax
deficiency proposed or, to the knowledge of the Seller, threatened against the
Company that could reasonably be expected to have a Company Material Adverse
Effect and (ii) no audit is in progress with respect to any return for Taxes, no
extension of time is in force with respect to any date on which any return for
Taxes was or is to be filed and no waiver or agreement is in force for the
extension of time for the assessment or payment of any Tax, which could
reasonably be expected to have a Company Material Adverse Effect; and (d) all
provisions for Tax liabilities of the Company with respect to the Company's
financial statements set forth in the Annual Report have been made in accordance
with GAAP consistently applied, and all liabilities for Taxes of the Company
attributable to periods prior to or ending on the Closing Date have been
adequately provided for on the financial statements set forth in the Annual
Report except to the extent that failure to make such provisions could not
reasonably be expected to have a Company Material Adverse Effect.
2.13 EMPLOYEE BENEFIT PLANS.
(a) Except as disclosed in the Annual Report, neither the
Company nor any commonly controlled entity (as defined in Section
414(b),(c),(m),(o) or (t) of the Internal Revenue Code of 1986, as amended (the
"CODE")) maintains or contributes to, or has within the preceding six years
maintained or contributed to, or may have any liability with respect to any
benefit plan, arrangement, policy, program, agreement or commitment maintained
by the Company (each a "PLAN" and, collectively, the "Plans") subject to Title
IV of Employee Retirement Income Security Act of 1974 ("ERISA") or Section 412
of the Code or any "multiple employer plan" within the meaning of the Code or
ERISA that would have a Company Material Adverse Effect. Each Plan (and related
trust, insurance contract or fund) has been established and administered in
accordance with its terms, and complies in form and in operation with the
applicable requirements of ERISA and the Code and other applicable law and
regulation, except to the extent that the failure to administer the Plan and the
failure to comply with such laws could not reasonably be expected to have a
Company Material Adverse Effect. All contributions (including all employer
contributions and employee salary reduction contributions) which are due have
been paid to each Plan except to the extent that the failure to make such
payments could not reasonably be expected to have a Company Material Adverse
Effect.
(b) No claim with respect to the administration or the
investment of the assets of any Plan (other than routine claims for benefits) is
pending that would have a Company Material Adverse Effect.
7
(c) Each Plan that is intended to be qualified under Section
401(a) of the Code is so qualified and has been so qualified during the period
since its adoption; each trust created under any such Plan is exempt from tax
under Section 501(a) of the Code and has been so exempt since its creation,
except to the extent that the failure of such Plan to be qualified under the
Code, and for each trust created under any such Plan to be exempt from tax under
the Code, could not reasonably be expected to have a Company Material Adverse
Effect.
(d) No Plan is a welfare plan (as defined by Section 3(l) of
ERISA that provides benefits (other than coverage mandated by Section 4980A of
the Code) to current or former employees beyond their retirement or other
termination of service
(e) There are no unfunded obligations under any Plan which are
not fully reflected on the Financial Statements that would have a Company
Material Adverse Effect.
(f) The Company has no liability, whether absolute or
contingent, including any obligations under any Plan, with respect to any
misclassification of any person as an independent contractor rather than as an
employee that would have a Company Material Adverse Effect.
2.14 INTELLECTUAL PROPERTY. Except as described in the Annual
Report, or the Disclosure Schedule hereto, the Company is the owner of all, or
has the license or right to use, sell and license all of, the foreign or United
States copyright registrations and applications for registration thereof, any
non-registered copyrights, foreign or United States patents and patent
applications, trade secrets, research records, processes, procedures,
manufacturing formulae, technical know-how, technology, designs, plans,
inventions, foreign or United States trademarks, service marks, trade dress,
trade names, brand names, designs and logos, corporate names, product or service
identifiers, internet domain names and other computer identifiers and rights in
and to sites on the world wide web, computer software programs, source codes,
object codes, data and documentation and other proprietary rights that are
material to the Company's business and operations (collectively, "INTELLECTUAL
PROPERTY"), free and clear of all Liens and litigation, except where the failure
to own or have the right to use, sell and license could not reasonably be
expected to have a Company Material Adverse Effect, and, to the knowledge of the
Seller and except as disclosed in the Annual Report, no person is infringing
upon or otherwise violating the Intellectual Property rights of the Company
except where such infringement or violation could not reasonably be expected to
have a Company Material Adverse Effect.
2.15 NO BROKERS. No broker, finder or investment banker is entitled
to any brokerage, finder's or other fee or commission from the Purchaser in
connection with the sale of Class A Common Stock provided for in this Agreement
based upon arrangements made by or on behalf of the Seller.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller
that:
3.1 ORGANIZATION AND QUALIFICATION. The Purchaser is a limited
partnership duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite power and authority to own, lease
and operate its properties and to carry on its business as it is now being
conducted and the Purchaser is duly qualified to do business and in good
standing in each jurisdiction in which the nature of the business conducted by
it or the ownership or leasing of its properties makes such qualification and
being in good standing necessary, other than where the failure to be so
qualified and in good standing would not have a material adverse effect on the
Purchaser and its subsidiaries taken as a whole, their business, financial
condition or results of operations.
3.2 AUTHORITY. The Purchaser has all requisite corporate power and
authority to execute and deliver this Agreement and the Stockholders Agreement
and the Registration Rights Agreement (collectively, the "TRANSACTION
DOCUMENTS"), to perform its obligations hereunder and to consummate the
transactions contemplated hereby to be consummated by the Purchaser. The
execution and delivery of the Transaction Documents by the Purchaser and the
consummation by the Purchaser of the transactions contemplated hereby and
thereby have been duly authorized by all necessary limited partnership action
and no other limited partnership proceedings on the part of the Purchaser are
necessary to authorize the Transaction Documents or to consummate the
transactions contemplated hereby. The Transaction Documents have been duly
executed and delivered by the Purchaser and, assuming the due authorization,
execution and delivery hereof by the Seller, constitutes the legal, valid and
binding obligation of the Purchaser enforceable against the Purchaser in
accordance with their terms, except as such enforceability may be limited or
affected by (a) bankruptcy, insolvency, reorganization, moratorium, liquidation,
arrangement, fraudulent transfer, fraudulent conveyance and other similar laws
(including court decisions) now or hereafter in effect and affecting the rights
and remedies of creditors generally or providing far the relief of debtors, (b)
the refusal of a particular court to grant equitable remedies, including,
without limitation, specific performance and injunction relief, and (c) general
principles of equity (regardless of whether such remedies are sought in a
proceeding in equity or at law).
3.3 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(a) The execution and delivery of the Transaction Documents by
the Purchaser does not, and the performance by the Purchaser of its obligations
hereunder will not, (i) conflict with, breach or violate the terms of the
Purchaser's organizational documents, (ii) conflict with or violate any laws in
effect as of the date of this Agreement applicable to the Purchaser or any of
its subsidiaries or by which any of their respective properties or assets is
bound or (iii) result in any breach of, constitute a default (or an event that
with notice or lapse of time or both would become a default)
9
under, give to any other entity any right of termination, amendment,
acceleration or cancellation of, require payment under, or result the creation
of a lien or encumbrance on any of the properties or assets of the Purchaser
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise, or other instrument or obligation to which the
Purchaser is a party or by which the Purchaser or any of its respective
properties or assets is bound.
(b) The execution and delivery of the Transaction Documents by
the Purchaser does not, and the performance by the Purchaser of its obligations
hereunder and thereunder will not, require the Purchaser to obtain any consent,
registration, approval, authorization or permit of, to make any filing with, or
to give notification to, any person, including any governmental entities, based
on any law in effect as of the date of this Agreement.
3.4 ACQUISITION OF SHARES FOR INVESTMENT. The Purchaser has such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of its purchase of the Shares hereunder. The
Purchaser is an "accredited investor" within the meaning of Rule 501 promulgated
under the Securities Act. The Purchaser confirms that it has reviewed the
Company SEC Reports and that the Company has made available to the Purchaser the
opportunity to ask questions of the officers and management of the Company and
to acquire additional information about the business and financial condition of
the Company. The Purchaser is acquiring the Shares for investment and not with a
view toward or for sale in connection with any distribution thereof in violation
of any federal or state securities or "blue sky" laws, or with the present
intention of distributing or selling such Shares in violation of any federal or
state securities or "blue sky" law. The Purchaser understands and agrees that
the Shares may not be sold, transferred, offered for sale, pledged, hypothecated
or otherwise disposed of without registration under the Securities Act or
pursuant to an exemption therefrom, and without compliance with state, local and
foreign securities laws (in each case to the extent applicable). The Purchaser
understands and agrees that the Shares are "restricted securities" within the
meaning of Rule 144 promulgated under the Securities Act and that, except as set
forth in the Registration Rights Agreement, the Company has no obligation or
intention to register any of the Shares.
3.5 NO BROKER. No broker, finder or investment banker is entitled
to any brokerage, finder's or other fee or commission from the Company in
connection with the purchase of Class A Common Stock by Purchaser provided for
in this Agreement based upon arrangements made by or on behalf of the Purchaser.
3.6 NO HART-SCOTT-RODINO FILING. The execution and delivery by the
Purchaser of this Agreement and any other agreement contemplated hereby, the
consummation of the transactions contemplated hereby and thereby, and the
performance by the Purchaser of this Agreement and each such other agreement in
accordance with their respective terms and conditions will not require the
Purchaser to make any filings under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended and the rules and regulations promulgated thereunder.
10
3.7 FUNDING. The Purchaser has made arrangements to obtain
prior to or on the Closing Date sufficient funds to consummate the transactions
contemplated by this Agreement, and the performance by the Purchaser of this
Agreement and each such other agreement in accordance with their respective
terms and conditions is not subject to any funding condition.
ARTICLE IV
CONDITIONS PRECEDENT TO EACH PARTY'S OBLIGATIONS
4.1 CONDITIONS PRECEDENT TO OBLIGATION OF THE SELLER TO CLOSE.
The obligation of the Seller to consummate the Closing shall be subject to the
satisfaction (or waiver by the Company) of the following conditions on or prior
to the Closing Date: (i) the representations and warranties of the Purchaser
contained in this Agreement shall be true and correct in all material respects
on and as of the Closing Date with the same effect as though such
representations and warranties had been made on, as of and with reference to the
Closing Date (except to the extent such representations and warranties
specifically relate to a prior date); and (ii) the Seller shall have received
the Purchase Price and the executed Stockholders Agreement.
4.2 CONDITIONS PRECEDENT TO OBLIGATION OF THE PURCHASER. The
obligation of the Purchaser to consummate the Closing shall be subject to the
satisfaction (or waiver by the Purchaser) of the following conditions on or
prior to the Closing Date: (i) the representations and warranties of the Seller
contained in this Agreement shall be true and correct in all material respects
on and as of the Closing Date with the same effect as though such
representations and warranties had been made on, as of and with reference to the
Closing Date (except to the extent such representations and warranties
specifically relate to a prior date); (ii) the Seller shall have performed and
complied in all material respects with all of its agreements set forth herein
that are required to be performed by the Seller on or before the Closing Date;
(iii) the Purchasers shall have received a certificate from the Company, in form
and substance satisfactory to the Purchasers, dated the Closing Date and signed
by the Secretary or an Assistant Secretary of the Company, certifying (a) that
the Company is in good standing with the Secretary of State of the State of
Delaware, (b) that the attached copies of the Certificate of Incorporation, the
resolutions of the Board of Directors are all true, complete and correct and
remain unamended and in full force and effect; (iv) since the date hereof, there
shall have been no Company Material Adverse Effect; (v) the Shares shall be
approved for listing on the New York Stock Exchange; (vi) Michael B. Solomon
shall have been elected to the Board of Directors in accordance with the terms
of the Stockholders Agreement; and (vii) the Purchaser shall have received from
the Seller the certificates representing the Shares and the executed
Stockholders Agreement and Registration Rights Agreement.
ARTICLE V
CLOSING DELIVERIES
5.1 DELIVERIES OF THE SELLER. At the Closing, the Seller shall
deliver, or shall cause to be delivered, to the Purchaser: (a) the Stockholders
Agreement, duly executed by the Seller; (b) the Registration Rights Agreement
duly executed by the
11
Company; (c) stock certificates of the Company representing
the number of Shares set forth opposite the Seller's name on SCHEDULE 1 and
registered in the name of the Purchaser; (d) written evidence, satisfactory to
the Purchaser, that the Shares have been listed on the New York Stock Exchange;
(e) the opinion of Kirkpatrick & Lockhart LLP, counsel to the Seller, dated the
Closing Date, in a form reasonably acceptable to the Purchaser and (f) Company
shall have delivered the letter in the form of Exhibit C hereto.
5.2 DELIVERIES OF THE PURCHASER. At the Closing, the Purchaser
shall deliver, or shall cause to be delivered, to the Seller: (a) the
Stockholders Agreement, duly executed by the Purchaser; (b) the Registration
Rights Agreement duly executed by the Purchaser; and (c) the Purchase Price.
ARTICLE VI
TERMINATION OF AGREEMENT
6.1 TERMINATION. This Agreement may be terminated prior to the
Closing as follows:
(a) at any time on or prior to the Closing Date, by mutual
written consent of the Seller and the Purchaser;
(b) at the election of the Seller or the Purchaser by written
notice to the other parties hereto after 5:00 p.m., New York time, on September
15, 2001, if the Closing shall not have occurred, unless such date is extended
by the mutual written consent of the Seller and the Purchaser; PROVIDED,
HOWEVER, that the right to terminate this Agreement under this Section 6.1(b)
shall not be available (i) to any party whose breach of any representation,
warranty, covenant or agreement under this Agreement has been the cause of, or
resulted in, the failure of the Closing to occur on or before such date or (ii)
if the Closing has not occurred solely because any party hereto has not yet
obtained a necessary approval from any Governmental Authority;
(c) at the election of the Seller, if there has been a material
breach of any representation, warranty, covenant or agreement on the part of the
Purchaser contained in this Agreement, which breach has not been cured within
fifteen (15) Business Days of notice to the Purchaser of such breach; or
(d) at the election of the Purchaser, if there has been a
material breach of any representation, warranty, covenant or agreement on the
part of the Company contained in this Agreement, which breach has not been cured
within fifteen (15) Business Days notice to the Company of such breach.
If this Agreement so terminates, it shall become null and void
and have no further force or effect, except as provided in Section 6.2.
6.2 SURVIVAL. If this Agreement is terminated and the transactions
contemplated hereby are not consummated as described above, this Agreement shall
become void and of no further force and effect; except for the provisions of
Article I and this Section 6.2; provided, however, that (a) none of the parties
hereto shall have any
12
liability in respect of a termination of this Agreement pursuant to Section
6.1(a) or Section 6.1(b) and (b) nothing shall relieve any of the parties from
liability for actual damages resulting from a termination of this Agreement
pursuant to Section 6.1(c) or 6.1(d); and provided, further, that none of the
parties hereto shall have any liability for speculative, indirect, unforeseeable
or consequential damages resulting from any legal action relating to any
termination of this Agreement.
ARTICLE VII
MISCELLANEOUS
7.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.All of the
representations and warranties made herein shall survive the execution and
delivery of this Agreement until the first anniversary of the date of this
Agreement except for the representations and warranties set forth in Section 2.1
(Power and Authority), 2.2 (Title to the Shares) and 2.15 (No Brokers) Section
3.2 (Authority), 3.5 (No Broker) and 3.6 (No Hart-Scott-Rodino Filing) which
shall survive indefinitely.
7.2 AMENDMENTS AND WAIVERS. The provisions of this Agreement
may not be amended, modified, supplemented or terminated, and waivers or
consents to departures from the provisions hereof may not be given, without the
written consent of the Seller and the Purchaser.
7.3 NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, telecopier,
any courier guaranteeing overnight delivery or first class registered or
certified mail, return receipt requested, postage prepaid, addressed to the
applicable party at the address set forth below or such other address as may
hereafter be designated in writing by such party to the other parties in
accordance with the provisions of this Section:
If to the Seller, to:
The Vincent K. McMahon Irrevocable Trust
c/o World Wrestling Federation Entertainment, Inc.
1241 East Main Street
P.O. Box 3857
Stamford, CT 06902
Attn: Edward L. Kaufman
Telecopy: 203-353-0236
Telephone: 203-352-8786
With a copy to:
Kirkpatrick & Lockhart LLP
Henry W. Oliver Building
535 Smithfield Street
Pittsburgh, PA 15222-2312
Attn: Michael C. McLean, Esq.
13
Telecopy: 412-355-6501
Telephone: 412-355-6720
If to the Purchaser, to:
Invemed Catalyst Fund, L.P.
375 Park Avenue
New York, NY 10152
Attn: Suzanne Present
Telecopy: 212-421-2523
Telephone: 212-421-2500
With a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attn: Douglas A. Cifu, Esq.
Telecopy: 212-492-0436
Telephone: 212-373-3436
All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; when
receipt is acknowledged, if telecopied; on the next business day, if timely
delivered to a courier guaranteeing overnight delivery; and five days after
being deposited in the mail, if sent first class or certified mail, return
receipt requested, postage prepaid.
7.4 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.
7.5 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which, when so executed and delivered, shall be
deemed to be an original, but all of which counterparts, taken together, shall
constitute one and the same instrument.
7.6 DESCRIPTIVE HEADINGS, ETC. The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning of terms contained herein. Unless the context of this Agreement
otherwise requires: (1) words of any gender shall be deemed to include each
other gender; (2) words using the singular or plural number shall also include
the plural or singular number, respectively; (3) the words "hereof', "herein"
and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section and paragraph references are to the Sections and
paragraphs of this Agreement unless otherwise specified; (4) the word
"including" and words of similar import when used in this Agreement shall mean
14
"including, without limitation," unless otherwise specified; (5) "or" is not
exclusive; and (6) provisions apply to successive events and transactions.
7.7 SEVERABILITY. In the event that any one or more of the
provisions, paragraphs, words, clauses, phrases or sentences contained herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the other remaining provisions,
paragraphs, words, clauses, phrases or sentences hereof shall not be in any way
impaired, it being intended that all rights, powers and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.
7.8 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York (without giving
effect to the conflict of laws principles thereof).
7.9 REMEDIES; SPECIFIC PERFORMANCE. The parties hereto
acknowledge that money damages would not be an adequate remedy at law if any
party fails to perform in any material respect any of its obligations hereunder,
and accordingly agree that each party, in addition to any other remedy to which
it may be entitled at law or in equity, shall be entitled to seek to compel
specific performance of the obligations of any other party under this Agreement,
without the posting of any bond, in accordance with the terms and conditions of
this Agreement in any court of the United States or any State thereof having
jurisdiction, and if any action should be brought in equity to enforce any of
the provisions of this Agreement, none of the parties hereto shall raise the
defense that there is an adequate remedy at law. Except as otherwise provided by
law, a delay or omission by a party hereto in exercising any right or remedy
accruing upon any such breach shall not impair the right or remedy or constitute
a waiver of or acquiescence in any such breach. No remedy shall be exclusive of
any other remedy. All available remedies shall be cumulative.
7.10 ENTIRE AGREEMENT. The Transaction Documents are intended
by the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, representations, warranties, covenants or undertakings
relating to such subject matter, other than those set forth or referred to
herein or in the other Transaction Documents. The Transaction Documents
supersede all prior agreements and understandings between the parties to this
Agreement with respect to such subject matter.
7.11 CONSENT TO JURISDICTION; WAIVER OF JURY. Each party to
this Agreement hereby irrevocably and unconditionally agrees that any legal
action, suit or proceeding arising out of or relating to this Agreement or any
agreements or transactions contemplated hereby may be brought in any federal
court of the Southern District of New York or any state court located in New
York County, State of New York, and hereby irrevocably and unconditionally
expressly submits to the personal jurisdiction and venue of such courts for the
purposes thereof and hereby irrevocably and unconditionally
15
waives any claim (by way of motion, as a defense or otherwise)
of improper venue, that it is not subject personally to the jurisdiction of such
court, that such courts are an inconvenient forum or that this Agreement or the
subject matter may not be enforced in or by such court. Each party hereby
irrevocably and unconditionally consents to the service of process of any of the
aforementioned courts in any such action, suit or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to the address
set forth or provided for in Section 6.3 of this Agreement, such service to
become effective 10 days after such mailing. Nothing herein contained shall be
deemed to affect the right of any party to serve process in any manner permitted
by law or commence legal proceedings or otherwise proceed against any other
party in any other jurisdiction to enforce judgments obtained in any action,
suit or proceeding brought pursuant to this Section. Each of the parties hereby
irrevocably waives trial by jury in any action, suit or proceeding, whether at
law or equity, brought by any of them in connection with this Agreement or the
transactions contemplated hereby.
7.12 FURTHER ASSURANCES. Each party hereto shall do and
perform or cause to be done and performed all such further acts and things and
shall execute and deliver all such other agreements, certificates, instruments
and documents as any other party hereto reasonably may request in order to carry
out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
7.13 CONSTRUCTION. The parties acknowledge that each of them
has had the benefit of legal counsel of its own choice and has been afforded an
opportunity to review this Agreement with its legal counsel and that this
Agreement shall be construed as if jointly drafted by the Seller and the
Purchaser.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Stock
Purchase Agreement as of the date first above written.
/s/ Vincent K. McMahon
---------------------------------------
Vincent K. McMahon, in his capacity as
trustee on behalf of The Vincent K.
McMahon Irrevocable Trust
INVEMED CATALYST FUND, L.P.
By: Invemed Catalyst GenPar, LLC,
its general partner
By: Gladwyne Catalyst GenPar, LLC,
its managing member
/s/ Suzanne Present
---------------------------------------
Name: Suzanne Present
Title: Member
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Stock Purchase Agreement - Vincent K. McMahon and Invemed Catalyst Fund LP
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