AGREEMENT AND PLAN OF MERGER among COLLECTIVE BRANDS, INC., WBG—PSS HOLDINGS LLC, WBG—PSS MERGER SUB INC., and solely for purposes of Sections 6.5, 6.8, 6.9 (other than 6.9(e)), 6.13, 6.14(a), 6.17 and ARTICLE IX, WOLVERINE WORLD WIDE, INC. Dated as...Agreement and Plan of Merger • May 4th, 2012 • Wolverine World Wide Inc /De/ • Footwear, (no rubber) • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of May 1, 2012, among Collective Brands, Inc., a Delaware corporation (the “Company”), WBG—PSS Holdings LLC, a Delaware limited liability company (“Parent”), WBG—PSS Merger Sub Inc., a newly formed Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” or “Constituent Corporation”), and, solely for purposes of Sections 6.5, 6.8, 6.9 (other than 6.9(e)), 6.13, 6.14(a), 6.17 and ARTICLE IX, Wolverine World Wide, Inc., a Delaware corporation (“Wolverine” or the “Carveout Purchaser”).
INTERIM AGREEMENTPurchase Agreement • May 4th, 2012 • Wolverine World Wide Inc /De/ • Footwear, (no rubber) • Delaware
This Interim Agreement (this “Agreement”) is made as of May 1, 2012, by and among WBG-PSS Holdings LLC, a Delaware limited liability company (“Parent”), WBG-PSS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Wolverine World Wide, Inc., a Delaware corporation (“Wolverine”); Golden Gate Capital Opportunity Fund, L.P. (together with its affiliated investment funds, “Golden Gate”); and Blum Strategic Partners IV, L.P. (together with its affiliated investment funds, “Blum”, and collectively with Wolverine and Golden Gate, the “Parties”). Blum and Golden Gate are also referred to herein as the “Sponsors”. Capitalized terms used but not defined herein shall have the meanings given thereto in the Merger Agreement (as defined below) unless otherwise specified.
LIMITED GUARANTEELimited Guarantee • May 4th, 2012 • Wolverine World Wide Inc /De/ • Footwear, (no rubber) • Delaware
THIS LIMITED GUARANTEE, dated as of May 1, 2012 (this “Limited Guarantee”), is made by Wolverine World Wide, Inc., a Delaware corporation (the “Guarantor”), in favor of Collective Brands, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, WBG-PSS Holdings LLC, a Delaware limited liability company (“Parent”), WBG-PSS Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Guarantor. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
SEPARATION AGREEMENTSeparation Agreement • May 4th, 2012 • Wolverine World Wide Inc /De/ • Footwear, (no rubber) • Delaware
This Separation Agreement (this “Agreement”) is entered into as of May 1, 2012 by and between Wolverine World Wide, Inc., a Delaware corporation (“Buyer”), and WBG-PSS Holdings, LLC, a Delaware limited liability company (“Parent”). Buyer and Parent are referred to collectively herein as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below) or, if not defined in the Purchase Agreement, as defined in the Merger Agreement.
PURCHASE AGREEMENTPurchase Agreement • May 4th, 2012 • Wolverine World Wide Inc /De/ • Footwear, (no rubber) • Delaware
This Purchase Agreement (this “Agreement”) is entered into as of May 1, 2012, by and between Open Water Ventures, LLC, a Delaware limited liability company (“Buyer”), and WBG-PSS Holdings LLC, a Delaware limited liability company (“Parent”). Buyer and Parent are referred to collectively herein as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below). This Agreement is joined in by Wolverine World Wide, Inc., a Delaware corporation and the sole member of Buyer (“Wolverine”), solely for purposes of Sections 5(a) and 6.
