MEMBERSHIP INTEREST PURCHASE
AGREEMENT
dated as of March 28,
2007
POLO RALPH LAUREN
CORPORATION,
NBC-LAUREN MEDIA HOLDING,
INC.,
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1.1 Terms Not Defined Elsewhere
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ARTICLE II SALE AND PURCHASE
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2.1 Transfer of Membership Interests
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ARTICLE III REPRESENTATIONS OF THE
SELLERS
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3.2 Authorization and Binding
Obligation
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3.5 Broker’s or Finder’s
Fees
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3.7 Consents and Approvals
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ARTICLE IV REPRESENTATIONS OF THE
BUYER
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4.2 Authorization and Binding
Obligation
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4.4 Broker’s or Finder’s
Fees
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4.7 Consents and Approvals
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5.1 Termination of Agreements
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5.5 Non-Solicitation; No-Hire
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5.7 Use of the Company Name
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6.8 Binding Effect; Assignment
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6.10 WAIVER OF JURY TRIAL
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6.12 Third-Party Beneficiaries
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-ii-
MEMBERSHIP INTEREST PURCHASE
AGREEMENT
THIS MEMBERSHIP
INTEREST PURCHASE AGREEMENT (this “ Agreement ”)
is made and entered into as of March 28, 2007, by and among
Ralph Lauren Media, LLC, a Delaware limited liability company (the
“ Company ”), Polo Ralph Lauren Corporation, a
Delaware corporation (the “ Buyer ”), NBC-Lauren
Media Holding, Inc., a Delaware corporation (“ NBC
”), ValueVision Media, Inc. formerly known as ValueVision
International, Inc., a Minnesota corporation (“
ValueVision ”) and solely for purposes of
Section 5.1, NBC Universal, Inc. (f/k/a National Broadcasting
Company, Inc.), a Delaware corporation (“ NBC
Universal” ) and CNBC.com LLC, a Delaware limited
liability company (“ CNBC.com ”). NBC and
ValueVision are collectively referred to herein as the
“Sellers” and each individually as a
“Seller”.
WHEREAS, NBC owns
a 37.5% membership interest (the “ NBC Company
Interest ”) in the Company and ValueVision owns a 12.5%
membership interest in the Company (the “ ValueVision
Company Interest ” and, together with the NBC Company
Interests, the “ Seller Company Interests
”).
WHEREAS, the Buyer
desires to purchase from the Sellers, and the Sellers desire to
sell to the Buyer, the Seller Company Interests, on the terms and
subject to the conditions hereinafter set forth.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as
follows:
1.1
Terms Not Defined Elsewhere . The following terms when used
in this Agreement shall have the following meanings:
“
Advertising Agreement ” means the Advertising
Agreement, dated as of February 7, 2000 among the Company, the
Buyer and NBC Universal, including any amendments and supplements
thereto made through the date hereof.
“
Affiliate ” has the meaning set forth in
Rule 12b-2 of the regulations promulgated under the Securities
Exchange Act of 1934, as amended; provided, that for purposes of
this Agreement, NBC’s Affiliates shall only be NBC Universal
and its subsidiaries.
“
Governmental Authority ” means any nation or
government, any state, province or other political subdivision
thereof, whether federal, state or local or foreign, international,
multinational, or any entity exercising executive, legislative,
judicial, regulatory or administration functions of or pertaining
to government, or any government authority, agency, department,
board, tribunal, bureau, official, commission or instrumentality of
the United States of America, any foreign government or
any
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municipality or
other political subdivision thereof, and any court, tribunal or
arbitrators of competent jurisdiction or other administrative or
judiciary authority thereof, and any governmental or
non-governmental self-regulatory organization, agency or
authority.
“
Knowledge ” means that an individual who is serving,
or who has at any time served, as a director or officer of such
Person or an employee of such Person that has management, oversight
or responsibilities with respect to matters at issue, is, or at any
time was, actually aware of such fact or other matter or could be
expected to discover or otherwise become aware of such fact or
other matter in the course of conducting a reasonably comprehensive
inquiry or investigation concerning the existence of such fact or
other matter.
“ License
Agreement ” means the License Agreement, dated as of
February 7, 2000 between the Company and the Buyer, including
any amendments and supplements thereto made through the date
hereof.
“
Lien ” means any mortgage, deed of trust, pledge,
lien, encumbrance, charge, or other security interest, claim,
lease, option, right of first refusal, easement, restrictive
covenant or other encroachment.
“ LLC
Agreement ” means the Second Amended and Restated Limited
Liability Company Agreement of the Company, dated as of
May 18, 2000, including any amendments and supplements thereto
made through the date hereof.
“
Operating Agreement ” means the Operating Agreement,
dated as of February 7, 2000 by and among the Buyer,
ValueVision, CNBC.com and NBC Universal (as successor in interest
to NBC Internet, Inc.), including any amendments and supplements
thereto made through the date hereof.
“
Person ” means any individual, corporation, limited
liability company, trust, partnership or other legal
entity.
“
Promotion Agreement ” means the Promotion Agreement,
dated as of February 7, 2000 between the Company and NBC
Universal (as successor in interest to NBC Internet, Inc.),
including any amendments and supplements thereto made through the
date hereof.
“
Services Agreement ” means the Agreement for Services,
dated May 18, 2004 between the Company and ValueVision,
including any amendments and supplements thereto made through the
date hereof.
“ Supply
Agreement ” means the Supply Agreement, dated as of
February 7, 2000, between the Company and the Buyer, including
any amendments and supplements thereto made through the date
hereof.
“
Terminated Agreements ” means collectively, the LLC
Agreement, the Operating Agreement, the Supply Agreement, the
License Agreement, the Advertising Agreement,
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the Promotion
Agreement and the Amended and Restated Limited Liability Company
Agreement of the Company, dated as of February 7,
2000.
ARTICLE II SALE AND
PURCHASE
2.1
Transfer of Membership Interests . Upon the terms and
subject to the conditions set forth in this Agreement and upon the
execution and delivery of this Agreement by all the parties hereto
(the “ Effective Time ”) (i) NBC agrees it
will sell, assign, transfer and deliver to the Buyer, free and
clear of all Liens, other than transfer restrictions arising under
applicable securities laws, the NBC Company Interest and
(ii) ValueVision agrees it will sell, assign, transfer and
deliver to the Buyer, free and clear of all Liens, other than
transfer restrictions arising under applicable securities laws, the
ValueVision Company Interest.
2.2
Purchase Price . The applicable purchase price set forth
below for the Seller Company Interests shall be paid in cash at the
Effective Time, by wire transfer of immediately available funds to
the accounts designated in a written notice delivered by each
Seller prior to the date hereof to the Buyer. The aggregate
purchase price for all of the Seller Company Interests is equal to
$175,000,000, which amount shall be allocated and paid as follows:
(i) in consideration of the delivery to the Buyer in
accordance with this Agreement of the NBC Company Interest, the
Buyer shall pay to NBC an aggregate purchase price equal to
$131,250,000 and (ii) in consideration of the delivery to the
Buyer in accordance with this Agreement of the ValueVision Company
Interest, the Buyer shall pay to ValueVision an aggregate purchase
price equal to $43,750,000.
ARTICLE III REPRESENTATIONS OF
THE SELLERS
Each Seller,
solely on its behalf and not on behalf of or with respect to the
other Seller, represents and warrants to the Buyer and the other
Seller on the date hereof as follows:
3.1
Power . Such Seller has all requisite organizational power
and authority to execute and deliver this Agreement and to perform
its obligations hereunder.
3.2
Authorization and Binding Obligation . The execution,
delivery and performance of this Agreement by such Seller and the
consummation of the transactions contemplated hereby have been duly
and validly authorized by all requisite action on the part of such
Seller, and no other proceedings on its part are necessary to
authorize the execution, delivery or performance by such Seller of
this Agreement.
This
Agreement has been duly executed and delivered by such Seller and,
assuming the due authorization, execution and delivery by the Buyer
and the other Seller, constitutes a legal, valid and binding
obligation of such Seller, enforceable against such Seller in
accordance with its terms (subject to applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws affecting
the rights of creditors generally and the availability of equitable
remedies).
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3.3
No Violations . The execution and delivery of this Agreement
by such Seller and the consummation of the transactions
contemplated hereby by such Seller (a) will not violate any
provision of the organizational or other governing documents of
such Seller, (b) will not violate any statute, rule,
regulation, order or decree of any public body or authority by
which such Seller or any of its properties or assets is bound, and
(c) will not result in a violation or breach of, or constitute
a default under, any license, franchise, permit, indenture,
agreement or other instrument to which such Seller is a party, or
by which such Seller or any of its properties or assets, is bound,
except in the case of items (b) and (c) only, for any
violation, breach or default which is not material to such
Seller.
3.4
Ownership . Such Seller is the record owner of the
membership interest in the Company set forth opposite such
Seller’s name on Exhibit A hereto. Such Seller
has the power to sell, assign, transfer and deliver such membership
interest to the Buyer in accordance with this Agreement free and
clear of all Liens other than transfer restrictions arising under
applicable securities laws. Such Seller has good and valid title to
such membership interest, and there are no claims or actions
pending, or to the Knowledge of such Seller threatened, with
respect to the title of such membership interest, except for those
(i) set forth in the LLC Agreement and (ii) arising under
this Agreement in favor of the Buyer. Upon delivery to the Buyer at
the Effective Time of such membership interest of such Seller, and
upon such Seller’s receipt of the portion of the purchase
price to which it is entitled pursuant to Section 2.2 for the
sale thereof, good and valid title to such membership interest will
pass to the Buyer, free and clear of all Liens other than transfer
restrictions arising under applicable securities laws. Other than
as set forth on Exhibit A hereto, such Seller has no
other equity interests in the Company. Such Seller’s
membership interest in the Company is not subject to any contract
or other arrangement restricting or otherwise relating to the
voting rights or disposition of such membership interest other than
as set forth in the LLC Agreement.
3.5
Broker’s or Finder’s Fees . All negotiations
relating to this Agreement and the transactions contemplated hereby
have been carried on by or on behalf of such Seller in such a
manner as not to give rise to any claim against the Buyer or the
Company for a finder’s fee, brokerage commission, advisory
fee or other similar payment.
3.6
Litigation . There is no claim, action, suit, proceeding or
governmental investigation pending or, to the best Knowledge of
such Seller, threatened, against such Seller by or before any
Governmental Authority that would reasonably be expected to impede,
hinder or delay the ability of such Seller to consummate the
transactions contemplated by this Agreement in any
respect.
3.7
Consents and Approvals . Assuming the accuracy of the
representations and warranties of the Buyer set forth in
Article IV, no consent, order, approval, authorization,
declaration or filing from or with any Governmental Authority
(other than ValueVision’s filing of a Form 8-K with respect
to this Agreement and the transactions contemplated hereby) is
required on the part of such Seller to permit such
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Seller to
execute and deliver this Agreement and to fulfill all of such
Seller’s obligations under this Agreement.
ARTICLE IV REPRESENTATIONS OF THE
BUYER
The Buyer
represents and warrants to the Sellers on the date hereof as
follows:
4.1
Power . The Buyer has all requisite corporate power and
authority to execute and deliver this Agreement and to perform its
obligations hereunder.
4.2
Authorization and Binding Obligation.
(a) The
execution, delivery and performance of this Agreement by the Buyer
and the consummation of the transactions contemplated hereby have
been duly and validly authorized by all requisite corporate action
on the part of the Buyer, and no other proceedings on its part are
necessary to authorize the execution, delivery or performance by
Buyer of this Agreement.
(b) This
Agreement has been duly executed and delivered by the Buyer and,
assuming the due authorization, execution and delivery by the
Sellers, constitutes a legal, valid and binding obligation of the
Buyer, enforceable against the Buyer in accordance with its terms
(subject to applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws affecting the rights of creditors
generally and the availability of equitable remedies).
4.3
No Violations . The execution and delivery of this Agreement
by the Buyer and the consummation of the transactions contemplated
hereby by the Buyer (a) will not violate any provision of the
organizational or other governing documents of the Buyer,
(b) will not violate any statute, rule, regulation, order or
decree of any public body or authority by which the Buyer or any of
its properties or assets is bound, and (c) will not result in
a violation or breach of, or constitute a default under, any
license, franchise, permit, indenture, agreement or other
instrument to which the Buyer is a party, or by which the Buyer or
any of its properties or assets, is bound, except in the case of
items (b) and (c) only, for any violation, breach or
default which is not material to the Buyer.
4.4
Broker’s or Finder’s Fees . All negotiations
relating to this Agreement and the transactions contemplated hereby
have been carried on by or on behalf of the Buyer in such a manner
as not to give rise to any claim against any Seller for a
finder’s fee, brokerage commission, advisory fee or other
similar payment.
4.5
Litigation . There is no claim, action, suit, proceeding or
governmental investigation pending or, to the best Knowledge of the
Buyer, threatened against the Buyer by or before any Governmental
Authority that would reasonably be expected to impede, hinder or
delay the ability of the Buyer to consummate the transactions
contemplated by this Agreement in any respect.
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4.6
Sufficient Funds . The Buyer has sufficient cash, available
lines of credit or other sources of immediately available funds to
enable it to make payment of all amounts to be paid by it to the
Sellers under Section 2.2 and to pay its fees and expenses
incurred in connection with the transactions contemplated by this
Agreement.
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