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Exhibit 2.3
PARTNERSHIP EXCHANGE AGREEMENT
This Partnership Exchange Agreement (this "Agreement") is entered into
this ____ day of _______, 1996 by and between Florida Panthers Hockey Club,
Ltd., a Florida limited partnership (the "Partnership"), and Mr. H. Xxxxx
Xxxxxxxx ("Xxxxxxxx").
W I T N E S S E T H:
WHEREAS, Xxxxxxxx is the sole shareholder of all of the outstanding
capital stock of each of Decoma Investment, Inc. I, a Texas corporation f/k/a
BIL Development, Inc. ("Decoma I"), and Decoma Investment, Inc. II, a Texas
corporation f/k/a Linbeck Miami Corporation ("Decoma II");
WHEREAS, Xxxxxxxx, through his ownership of all the outstanding
capital stock of each of Decoma I and Decoma II, owns approximately 78% of the
partnership interests in Decoma Miami Associates, Ltd., the operator of the
Miami Arena;
WHEREAS, Xxxxxxxx is the holder of a note (the "Partnership Note") in
the amount of $41,000,000, representing the amount the Partnership borrowed
from Xxxxxxxx plus interest;
WHEREAS, Florida Panthers Holdings, Inc., a Florida corporation
("Holdings"), has been formed in contemplation of the public offering (the
"Public Offering") of shares of Holdings' Class A common stock, par value $.01
per share (the "Class A Common Stock"), pursuant to an effective Registration
Statement on Form S-1;
WHEREAS, as part of the organization of Holdings and in connection
with the Public Offering, Xxxxxxxx desires to exchange the Partnership Note and
all the outstanding capital stock (the "Decoma Capital Stock") of each of
Decoma I and Decoma II (collectively valued at $8,100,000) for interest in the
Partnership; and
WHEREAS, upon consummation of the transactions contemplated by this
Agreement, the Partnership will own all the outstanding Decoma Capital Stock.
NOW, THEREFORE, in consideration of the mutual covenants, conditions
and agreements set forth herein, the parties hereto, intending to be legally
bound, hereby agree as follows:
SECTION 1 AGREEMENT TO EXCHANGE. Subject to the terms and
conditions of this Agreement, Xxxxxxxx agrees to exchange the Partnership Note
and the Decoma Capital Stock for interests in the Partnership equal to
$49,100,000. This Agreement shall be effective the date hereof. Transactions
contemplated hereby shall be closed immediately prior to the consummation of
the Public Offering.
SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE PANTHERS. The
Partnership represents and warrants to Xxxxxxxx that (a) the Partnership has
all power and authority necessary to execute and deliver this Agreement and
perform its obligations hereunder; (b) the execution, delivery and performance
of this Agreement by the Partnership
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will not conflict with, or constitute a default under any agreement or
instrument, or any order, rule or regulation of any court or governmental
agency having jurisdiction over the Partnership or its property; and (c) no
consent, authorization or order of, or filing or registration with, any court
or governmental agency is required for the execution, delivery and performance
of this Agreement by the Partnership.
SECTION 3 NOTICES. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be deemed to have
been given if sent by registered or certified mail, first class postage
prepaid, return receipt requested, to the address of such parties set forth
below or such other future address as may be specified by any party by notice
to all of the other parties. Such communications may also be given by personal
delivery, by facsimile or by regular mail, but shall be effective only if and
when actually received.
If to the Partnership, at:
Florida Panthers Hockey Club, Ltd.
000 X.X. Xxxxx Xxxxxx, Xxxxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
If to Xxxxxxxx, at:
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
SECTION 4 AMENDMENT. This Agreement may not be modified,
amended, altered or supplemented except upon execution and delivery of a
written agreement executed by the parties hereto.
SECTION 5 MISCELLANEOUS.
(a) The provisions hereof shall be binding upon and inure
to the benefit of the parties and their respective heirs, personal
representatives, successors and permitted assigns.
(b) This Agreement may not be assigned without the prior
written consent of the parties hereto.
(c) This Agreement and the additional documents
referenced herein merge all prior negotiations and agreements between the
parties relating to the subject matter hereof and constitute the entire
agreement between the parties relating to such subject matter. No prior or
contemporaneous agreements, except as specified herein, written or oral,
relating to such subject matter shall be binding.
(d) Each party hereto specifically covenants and agrees
that it will execute such other and further instruments and documents as are or
may become necessary or convenient to effectuate and carry out the provisions
of this Agreement.
(e) This Agreement may be executed simultaneously in
multiple counterparts, all of which together shall constitute one and the same
instrument.
(f) This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, the undersigned have executed and delivered this
instrument as of the date first above written.
FLORIDA PANTHERS HOCKEY CLUB, LTD., a Florida
limited partnership
By: FLORIDA PANTHERS HOCKEY CLUB, INC., the
General Partner
By:
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Name:
Title:
H. XXXXX XXXXXXXX
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