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PURCHASE AGREEMENT - LIBERTY PROGRAMMING ARGENTINA

Stock Purchase Agreement

PURCHASE AGREEMENT - LIBERTY PROGRAMMING ARGENTINA | Document Parties: LIBERTY MEDIA INTERNATION You are currently viewing:
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LIBERTY MEDIA INTERNATION

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Title: PURCHASE AGREEMENT - LIBERTY PROGRAMMING ARGENTINA
Governing Law: New York     Date: 5/3/2005

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EXHIBIT 10.1

EXECUTION VERSION

PURCHASE AGREEMENT
(TyC)

      This Purchase Agreement (the “Agreement”) is made this 28 th day of April, 2005, by and between Liberty Programming Argentina, LLC, a Delaware limited liability company (“LPA”), and FTR Investments Corp., a British Virgin Islands corporation (“FTR”).

RECITALS

      A. LPA is the holder of (i) 20,064,000 shares (the “TyC Shares”) of the capital of Torneos y Competencias, S.A., a sociedad anónima organized under the laws of Argentina (“TyC”), representing a 40% equity interest in TyC, and an option to purchase 2,558,160 shares of AyN Argentina Holdings, LLC and 4,464,240 shares of AyN on the terms and subject to the conditions set forth in Sections 4.2 and 4.3 of AyN Purchase Agreement (the “AyN Call Right”).

      B. FTR desires to purchase the TyC Shares and the AyN Call Right from LPA, and LPA desires to sell the TyC Shares and the AyN Call Right to FTR, for a total purchase price of US $20,939,594 (the “Purchase Price”) upon the terms and subject to the conditions set forth herein.

AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants herein contained, and intending to be legally bound, LPA and FTR hereby agree as follows:

ARTICLE 1
DEFINITIONS

      1.1. Defined Terms . Capitalized terms used in this Agreement shall have the following meanings:

      (a) “ACH” shall mean ACH Acquisition Co. Ltd, a limited company formed under the laws of the Cayman Islands.

      (b) “Affiliate” shall mean, with respect to any Person, any Person that directly or indirectly Controls, is Controlled by, or is under common Control with such Person.

      (c) “Agreement” shall have the meaning specified in the preamble.

      (d) “Assignment and Acceptance” shall mean the assignment and acceptance in the form attached as Exhibit A to this Agreement.

      (e) “AyN” shall mean AyN Argentina, LLC, a Delaware limited liability company.

 


 

      (f) “AyN Call Right” shall have the meaning specified in the recitals.

      (g) “AyN Purchase Agreement” shall mean the Ownership Interest Purchase Agreement dated April 25, 2003 between LPA and Laisus Corporation, S.A., as amended by the Amendment to Ownership Interest Purchase Agreement dated as of the date hereof.

      (h) “Business Day” shall mean any day other than Saturday, Sunday or a day on which banking institutions in Denver, Colorado or Buenos Aires, Argentina are required or authorized to be closed.

      (i) “Cash Consideration” shall have the meaning specified in Section 2.2.

      (j) “Control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

      (k) “FPAS” shall mean Fox Pan American Sports LLC, a Delaware limited liability company.

      (l) “FPAS Note” shall mean that certain promissory note dated as of the date hereof in the original principal amount of US $7,939,594 originally issued by FPAS to TyC and subsequently assigned by TyC to FTR.

      (m) “FPAS Security Agreements” shall mean the pledge and security agreements listed on Schedule 1.1(n) to this Agreement pursuant to which FPAS granted to TyC security interests in certain assets to secure performance of FPAS’ obligations under the FPAS Note, the benefits of which TyC has assigned to FTR.

      (n) “FPAS Transfer Restriction Agreement” shall mean the transfer restriction agreement dated as of the date hereof among FPAS, Hicks Muse Tate & Furst Incorporated, Pan American Sports Enterprises Company, International Sports Programming, LLC, FSI SPV, Inc. and TyC, the rights under which TyC has assigned to FTR.

      (o) “FTR” shall have the meaning specified in the preamble.

      (p) “FTR Assumed Obligations” shall have the meaning specified in Section 2.1.

      (q) “Instrumento de Adhesión” shall mean the agreement to be bound by the TyC Shareholders’ Agreement to be executed by FTR in the form of Exhibit B to this Agreement.

      (r) “Interest” shall mean each of the TyC Shares and the AyN Call Right.

      (s) “Laisus Notice Letter” shall mean the notice, in the form of Exhibit C to this Agreement, notifying Laisus Corporation, S.A. of the transfer of the AyN Call Right to FTR pursuant to the provisions of this Agreement.

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      (t) “Lien” shall mean any lien, pledge, encumbrance, security interest, mortgage, charge, agreement or claim of any kind whatsoever.

      (u) “LPA” shall have the meaning specified in the preamble.

      (v) “LMINT” shall mean Liberty Media International Holdings, LLC, a Delaware limited liability (formerly known as TeleCommunications International, Inc.).

      (w) “Non-Cash Consideration” shall have the meaning specified in Section 2.2.

      (x) “Party” shall mean each of the parties to this Agreement.

      (y) “Person” shall mean a human being or a corporation, partnership, limited liability company, limited liability partnership, trust, unincorporated organization, association or other entity.

      (z) “Security Interest Consent Agreement” shall mean the security interest consent agreement dated as of the date hereof between T&T Sports Marketing Ltd. and TyC.

      (aa) “Sitkin” shall mean Sitkin Corporation S.A., a sociedad anónima organized under the laws of Uruguay.

      (bb) “TyC” shall have the meaning specified in the recitals.

      (cc) “TyC Shareholders’ Agreement” shall mean the shareholders agreement executed and entered into on September 30, 1997 by and among Carlos Vicente Ávila, Juan Cruz Ávila, Diego Gabriel Ávila, Luis Benjamín Nofal, Sunflower Continental Corp., TeleCommunications International, Inc. (now known as Liberty Media International Holdings, LLC.), Liberty/TINTA LLC, CEI Citicorp Holdings, S.A., T.I. Telefónica Internacional de España S.A. (now known as Telefónica Internacional, S.A.) and Southtel Equity Corporation, as amended by the first addendum thereto dated December 28, 1998 and by a second addendum thereto dated July 10, 2000.

      (dd) “TyC Shares” shall have the meaning specified in the recitals.

      (ee) “Waiver and Release” shall mean the waiver by the shareholders of TyC other than LPA of their rights under the TyC Shareholders’ Agreement with respect to the transactions contemplated in this Agreement and the release of LPA and LMINT from the TyC Shareholders’ Agreement, all in the form attached as Exhibit D to this Agreement.

ARTICLE 2
PURCHASE AND SALE OF THE INTERESTS

      2.1. Transfer of LPA’s Interests . LPA hereby transfers and conveys to FTR the TyC Shares and the AyN Call Right, free and clear of all Liens (other than Liens arising under the TyC Shareholders Agreement or the AyN Purchase Agreement), and FTR hereby assumes and agrees to perform and discharge when due all obligations of LPA or LMINT under the TyC Shareholders’ Agreement other than any obligation arising out of a breach by LPA or

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LMINT of the terms of the TyC Shareholders’ Agreement applicable to such entity prior to the date of this Agreement (the “FTR Assumed Obligations”).

      2.2. Purchase Price . As consideration for the TyC Shares and the AyN Call Right, simultaneously with the execution of this Agreement, FTR is paying to LPA US $13,000,000 in cash (the “Cash Consideration”) and hereby assigns to LPA all of FTR’s right, title and interest in and to, and all of FTR’s benefits under, each of the FPAS Note, the FPAS Security Agreements, the FPAS Transfer Restriction Agreement and the Security Interest Consent Agreement (the “Non-Cash Consideration”).

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF LPA

      LPA represents and warrants to FTR as follows:

      3.1. Organization and Authority . LPA is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. LPA has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.

      3.2. Actions and Enforceability . All actions on the part of LPA necessary under its organizational documents for the authorization of this Agreement and for the performance of all obligations of LPA hereunder have been taken. This Agreement has been duly executed and delivered by LPA and constitutes a legal, valid and binding obligation of LPA enforceable against LPA in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the availability of equitable remedies.

      3.3. Ownership . LPA is the legal, record and beneficial owner of the TyC Shares and the AyN Call Right. Upon payment of the Cash Consideration and delivery of the Non-Cash Consideration, FTR shall acquire lawful and valid title to the TyC Shares and the AyN Call Right, free and clear of any and all Liens other than Liens arising under the TyC Shareholders’ Agreement the AyN Purchase Agreement. Other than the TyC Shares and the AyN Call Right, LPA is not, directly or indirectly, the legal, record or beneficial owner of any securities or other ownership interests in TyC or AyN and has no rights to acquire any securities or other ownership interests in TyC or AyN.

      3.4. Actions . There is no action, suit, investigation or proceeding, governmental or otherwise, pending, or to the knowledge of LPA threatened, against LPA specifically relating to the transactions under this Agreement, nor, to the knowledge of LPA, is there any basis for such actions, suits investigations or proceedings.

      3.5. No Other Representations or Warranties . EXCEPT AS SET FORTH IN THE PRECEDING PROVISIONS OF THIS ARTICLE 3, LPA IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES REGARDING THE TyC SHARES, TyC, THE AyN CALL RIGHT OR AyN, AND THE TyC SHARES AND THE AyN CALL RIGHT ARE BEING ACQUIRED BY FTR “AS IS,” “WHERE IS,” WITH AND SUBJECT TO ALL

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FAULTS AND DEFECTS THEREIN AND WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND, EITHER EXPRESS OR IMPLIED, ARISING OUT OF LAW OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF FTR

      FTR represents and warrants to LPA as follows:

      4.1. Organization and Authority . FTR is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands. FTR has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.

      4.2. Actions and Enforceability . All actions on the part of FTR necessary under its organizational documents for the authorization of this Agreement and for the performance of all obligations of FTR hereunder have been taken. This Agreement has been duly executed and delivered by FTR and constitutes a legal, valid and binding obligation of FTR enforceable against FTR in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the availability of equitable remedies.

      4.3. Ownership . FTR is the legal, record and beneficial holder of the FPAS Note. Each of the FPAS Note, the FPAS Security Agreements, the FPAS Transfer Restriction Agreement and the Security Interest Consent Agreement constitutes a legal, valid and binding obligation of each party thereto enforceable against each such party in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies. As of the date of this Agreement, (i) no payments have been made under the FPAS Note, (ii) no party is in default under any of the FPAS Note, the FPAS Security Agreements, the FPAS Transfer Restriction Agreement or the Security Interest Consent Agreement, and (iii) none of the FPAS Note, the FPAS Security Agreements, the FPAS Transfer Restriction Agreement and the Security Interest Consent Agreement has been amended or supplemented in any respect. No consent of any third party is required for the assignment by FTR of the FPAS Note or FTR’s rights under, including the right to enforce, the FPAS Security Agreements, the FPAS Transfer Restriction Agreement or the Security Interest Consent Agreement.

      4.4. Actions . There is no action, suit, investigation or proceeding, governmental or otherwise, pending, or to the knowledge of FTR threatened, against FTR specifically relating to the transactions under this Agreement, nor, to the knowledge of FTR, is there any basis for such actions, suits investigations or proceedings.

      4.5. Unregistered Interests . FTR (a) acknowledges that neither the TyC Shares nor the AyN Call Right have been registered under the United States Securities Act of

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1933, as amended, or under similar provisions of state law or the laws of any applicable foreign jurisdiction, (b) represents and warrants that FTR is acquiring such Interests for FTR’s own account, for investment, and without a view to the distribution of such Interests, and (c) agrees not to sell, transfer or otherwise dispose of, or to attempt to sell, transfer or otherwise dispose of, all or any part of such Interests without registration under the Securities Act of 1933, as amended, and any applicable state securities laws or similar laws of any applicable foreign jurisdiction, unless such sale, transfer or other disposition is exempt from such registration requirements.

      4.6. No Consent Required . FTR represents and warrants to LPA that (a) both itself and all Persons directly or indirectly Controlling FTR are exempted from notification to the Argentine Comisión Nacional de Defensa de la Competencia pursuant to Section 10c) of Argentine Law 25,156 (the “Argentina Antitrust Law”), and (b) no consent, approval, order or authorization of, or registration, declaration or filing with, any Argentine governmental entity is required by any Person under any Argentine law, statute, rule, regulation, ordinance or other legal requirement (including the Argentine Antitrust Law) in connection with the execution and delivery of this Agreement or for the transactions under this Agreement to become effective.

ARTICLE 5
OTHER COVENANTS AND AGREEMENTS

      5.1. Commercially Reasonable Efforts . Subject to the terms and conditions of this Agreement, each of the Parties shall use its commercially reasonable efforts to do, or cause to be done, all actions and things necessary, proper, or advisable under applicable law and regulations to make effective the transactions under this Agreement. If at any time after the consummation of the transactions contemplated by this Agreement, any further action is necessary to comply with this Agreement, the Parties or their duly authorized representatives shall take such action.

ARTICLE 6
DELIVERABLES UPON EXECUTION

      6.1. Time and Place . Signature pages to this Agreement are being delivered by the Parties at the offices of Sherman & Howard L.L.C., 633 Seventeenth Street, Denver, Colorado, upon prior or simultaneous completion of the actions required by Section 6.2.

      6.2. Actions Occurring at or Prior to Signing .

      (a) LPA has delivered to FTR certificates evidencing the TyC Shares with appropriate endorsements, an executed transfer notice under Section 215 of the Argentina Corporations Act, and such other instruments or documents as may be necessary or appropriate to properly transfer to FTR title to the TyC Shares and the AyN Call Right, free and clear of all Liens (other than Liens arising under the TyC Shareholders’ Agreement or the AyN Purchase Agreement);

      (b) FTR has delivered the Cash Consideration to LPA by wire transfer of immediately available funds, in accordance with instructions provided by LPA to FTR;

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      (c) FTR has delivered the FPAS Note with appropriate endorsements and such other instruments or documents as may be necessary or appropriate to properly transfer to LPA title to the Non-Cash Consideration, free and clear of all Liens;

      (d) FTR, LPA and FPAS have executed and delivered the Assignment and Acceptance;

      (e) LPA has executed and delivered to Laisus the Laisus Notice Letter;

      (f) Each of AyN, ACH, Sitkin, LPA and LMINT has executed and delivered the Waiver and Release; and

      (g) Each of FTR, AyN, ACH and Sitkin has executed and delivered the Instrumento de Adhesión.

ARTICLE 7
INDEMNIFICATION

      7.1. Indemnification by LPA . LPA hereby indemnifies and agrees to defend and hold harmless FTR, its Affiliates, and each of their respective directors, officers, employees and agents (each, an &#8220


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