EXHIBIT 10.2
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (the "Agreement") is entered into on this 22nd
day of January, 2005, by and between the NASHVILLE HOCKEY CLUB LIMITED
PARTNERSHIP, a Wisconsin limited partnership (the "Partnership"), and CCK
HOLDINGS, LLC, a Delaware limited liability company formerly known as CCK, Inc.
("CCK"). XXXXXXX ENTERTAINMENT COMPANY, a Delaware corporation and ultimate
corporate parent of CCK ("Xxxxxxx"), has also executed this document to signify
its knowledge of, and consent to, the transactions contemplated herein.
RECITALS:
WHEREAS, CCK is a Limited Partner in the Partnership;
WHEREAS, pursuant to the terms of Section 11.05 of that certain
Agreement of Limited Partnership of Nashville Hockey Club Limited Partnership,
dated as of June 25, 1997 (the "Limited Partnership Agreement"), CCK has been
granted the option (the "Put Option") to sell all its Partnership Interests in
the Partnership to the Partnership at a predetermined price;
WHEREAS, the Partnership desires to acquire from CCK and CCK desires to
convey to the Partnership, all of its Partnership Interests in the Partnership
in exchange for the consideration recited in the attached Confidential
Settlement Agreement and Full and Complete Release, effective as of December 30,
2004, by and among Xxxxxxx, CCK, and the Partnership (the "Settlement
Agreement"); and
WHEREAS, the terms of the Settlement Agreement contemplate and require
the transactions detailed in this Agreement.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE 1.
PURCHASE OF PARTNERSHIP INTERESTS
1.1. PURCHASE OF PARTNERSHIP INTERESTS. Upon the terms and subject to
the conditions of this Agreement and in accordance with the terms of the
Settlement Agreement, the Partnership hereby agrees to acquire and to redeem in
full from CCK all of CCK's Partnership Interests in the Partnership (199
Partnership Interests); and CCK agrees to assign, sell, transfer, convey, and
deliver unto the Partnership all of its Partnership Interests in the
Partnership, which, upon delivery, shall be redeemed in full and terminated.
1.2. CONSIDERATION. In consideration for the assignment, sale,
transfer, conveyance and delivery of 199 Partnership Interests in the
Partnership by CCK, which collectively constitutes CCK's entire interest in the
Partnership, as well as CCK's fulfillment of its other
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obligations under the Settlement Agreement, the Partnership hereby agrees to
enter into the Settlement Agreement and to consummate the transactions
contemplated therein at Closing, as defined in the Settlement Agreement
(collectively, the "Consideration").
1.3. CLOSING. The closing for the acquisition of the Partnership
Interests to be transferred hereunder (the "Closing") shall take place
simultaneously with the execution of this Agreement.
1.4. CROSS-RECEIPT.
(a) By execution and delivery of this Agreement, CCK hereby
acknowledges the receipt of the full Consideration.
(b) By execution and delivery of this Agreement, the Partnership
hereby acknowledges the acquisition, redemption, and termination of all of the
Partnership Interests from CCK.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP
The Partnership represents and warrants to, and covenants with, CCK:
2.1. PARTNERSHIP STATUS. The Partnership warrants and represents to CCK
that it is a duly organized and validly existing Wisconsin limited partnership.
2.2. AUTHORITY. The Partnership warrants and represents to CCK that it
has full right and authority to execute and deliver this Agreement and all
related documents and instruments, to perform its obligations hereunder, and to
consummate the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by the Partnership and constitutes, or when
executed will constitute, the valid and binding obligation of the Partnership,
enforceable against the Partnership in accordance with its terms.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF CCK
CCK represents and warrants to, and covenants with, the Partnership:
3.1. STATUS. CCK warrants and represents to the Partnership that it is
a duly organized and validly existing Delaware limited liability company, which
was formerly CCK, Inc., a Texas corporation, prior to its conversion to CCK
Holdings, LLC.
3.2. OWNERSHIP. CCK warrants and represents to the Partnership that it
holds full right, title and interest in the Partnership Interests in the
Partnership to be transferred hereunder free and clear of any and all liens or
adverse claims of any third party and that the 199 Partnership Interests to be
conveyed hereunder constitute all of CCK's Partnership Interests in the
Partnership and further constitute CCK's entire interest in the Partnership.
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3.3. AUTHORITY. CCK warrants and represents to the Partnership that it
has full right and authority to execute and deliver this Agreement and all
related documents and instruments to perform its obligations hereunder and to
consummate the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by CCK and constitutes, or when executed will
constitute, the valid and binding obligation of CCK enforceable against CCK in
accordance with its terms.
ARTICLE 4.
MISCELLANEOUS
4.1. CAPITALIZED TERMS. Any and all capitalized terms used in this
Agreement, which are not otherwise defined in this Agreement, shall have the
meaning ascribed to such terms in the Limited Partnership Agreement.
4.2. SEVERABILITY. Each provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the legality or
validity of the remainder of this Agreement.
4.3. SURVIVAL. All of the agreements, terms, representations,
warranties, and other provisions of this Agreement shall survive and remain in
effect after the effective date of this Agreement.
4.4. EXECUTION OF DOCUMENTS. Each party agrees to execute all documents
necessary to carry out the purpose of this Agreement and to cooperate with each
other for the expeditious filing of any and all documents and the fulfillment of
the terms of this Agreement.
4.5. SUCCESSORS AND ASSIGNS. The respective rights and obligations of
the parties under this Agreement shall not be assignable by any party without
the prior written consent of the other party.
4.6. CONTROLLING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Tennessee.
4.7. COUNTERPART EXECUTION. This Agreement may be executed in multiple
counterparts each of which may be deemed an original and shall become binding
when the separate counterparts have been exchanged among the parties.
4.8. HEADINGS. Section and other headings contained in this Agreement
are for reference purposes only and are not intended to describe, interpret,
define, or limit the scope, extent, or intent of this Agreement or any provision
hereof.
4.9. NOTICES. Any notice, payment, demand, or communication required or
permitted to be given by any provision of this Agreement shall be in writing and
shall be delivered personally to the party or an officer of the party to whom
the same is directed, or sent by registered or certified mail, addressed to the
person to whom directed at the following address, or to such other address as
such party may from time to time specify by notice to the parties:
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If to the Partnership:
Nashville Hockey Club Limited Partnership
000 Xxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
If to CCK Holdings, LLC:
CCK Holdings, LLC
c/o Gaylord Entertainment Company
Xxx Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
Any such notice shall be deemed to be delivered, given, and received
for all purposes as of the date so delivered, if delivered personally or if sent
by registered or certified mail, postage and charges prepaid, as of the date on
which the same was deposited in a regularly maintained receptacle for the
deposit of the United States mail.
4.10. AMENDMENTS. Any amendment to this Agreement shall be in writing
and executed by each party hereto.
IN WITNESS WHEREOF, the parties hereto have approved and executed this
Purchase Agreement as of the date first set out above.
NASHVILLE HOCKEY CLUB
LIMITED PARTNERSHIP
BY: NASHVILLE PREDATORS, LLC
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Chief Financial Officer
CCK HOLDINGS, LLC
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Secretary
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The undersigned, XXXXXXX ENTERTAINMENT COMPANY, hereby executes this
Purchase Agreement, as the ultimate corporate parent to CCK and as a party to
the Settlement Agreement, in order to signify its knowledge of and consent to
the consummation of the transactions contemplated herein.
XXXXXXX ENTERTAINMENT COMPANY
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Secretary
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