Registration Rights Agreement - Invemed Catalyst Fund LP and World Wrestling Federation Entertainment Inc.
REGISTRATION RIGHTS AGREEMENT
by and between
INVEMED CATALYST FUND, L.P.
and
WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
Dated August 30, 2001
REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") dated August 30, 2001 by
and between Invemed Catalyst Fund, L.P., a Delaware limited partnership ("ICF")
and World Wrestling Federation Entertainment, Inc., a Delaware corporation (the
"COMPANY").
W I T N E S S E T H :
WHEREAS, ICF and Vincent K. McMahon in his capacity as trustee on behalf of
the Vincent K. McMahon Irrevocable Trust (the "SELLER") has entered into a Stock
Purchase Agreement, dated as of the date hereof (such Stock Purchase Agreement,
as amended or otherwise modified from time to time, the "PURCHASE AGREEMENT"),
pursuant to which the Seller has sold, and ICF has purchased 1,886,793 shares of
Class A Common Stock, par value $0.01 per share, of the Company (the "COMMON
SHARES").
WHEREAS, in order to induce ICF to enter into the Stock Purchase Agreement,
the board of directors of the Company has authorized and approved the grant by
the Company of certain registration rights in respect of the Registrable
Securities (as defined below) on the terms and subject to the conditions set
forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings:
"AFFILIATE" shall mean (i) with respect to any Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person, which shall be deemed to include for ICF, any
general or limited partner or member of ICF, and (ii) with respect to any
individual, shall also mean
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the spouse, sibling, child, stepchild, grandchild, niece, nephew or parent of
such Person, or the spouse thereof.
"BLACKOUT NOTICE" shall have the meaning set forth in Section 2.6.
"BLACKOUT PERIOD" shall have the meaning set forth in Section 2.6.
"COMMON SHARES" shall have the meaning set forth in the recitals hereto.
"COMPANY" shall have the meaning set forth in the preamble.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations thereunder, or any successor
statute.
"HOLDERS" shall mean the Initial Holder and any of its Affiliates (for so
long as any such Person remains an Affiliate), for so long as they own any
Registrable Securities and such of its respective successors and permitted
assigns (including any permitted transferees of Registrable Securities) who
acquire or are otherwise the transferee of Registrable Securities, directly or
indirectly, from such Initial Holder (or any subsequent Holder), for so long as
such successors and permitted assigns own any Registrable Securities.
"HOLDERS' COUNSEL" shall mean legal counsel representing the Holders of
Registrable Securities participating in such registration.
"INCIDENTAL REGISTRATION" shall mean a registration required to be effected
by the Company pursuant to Section 2.1.
"INCIDENTAL REGISTRATION STATEMENT" shall mean a registration statement of
the Company which covers the Registrable Securities requested to be included
therein pursuant to the provisions of Section 2.1 and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference (or deemed to be incorporated by
reference) therein.
"INITIAL HOLDER" shall mean ICF.
"INSPECTORS" shall have the meaning set forth in Section 4.1(g).
"MAJORITY HOLDERS" shall mean one or more Holders of Registrable Securities
who would hold a majority of the Registrable Securities then outstanding.
"MAJORITY HOLDERS OF THE REGISTRATION" shall mean, with respect to a
particular registration, one or more Holders of Registrable Securities who would
hold a majority of the Registrable Securities to be included in such
registration.
"NASD" shall mean the National Association of Securities Dealers, Inc.
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"PERSON" shall mean any individual, firm, partnership, corporation, trust,
joint venture, association, joint stock company, limited liability company,
unincorporated organization or any other entity or organization, including a
government or agency or political subdivision thereof, and shall include any
successor (by merger or otherwise) of such entity.
"PROSPECTUS" shall mean the prospectus included in a Registration statement
(including, without limitation, any preliminary prospectus and any prospectus
that includes any information previously omitted from a prospectus filed as part
of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), and any such Prospectus as amended or supplemented by
any prospectus supplement, and all other amendments and supplements to such
Prospectus, including post-effective amendments, and in each case including all
material incorporated by reference (or deemed to be incorporated by reference)
therein.
"RECORDS" shall have the meaning set forth in Section 4.1(g).
"REGISTRABLE SECURITIES" shall mean (i) the Common Shares sold pursuant to
the Purchase Agreement and (ii) any other securities of the Company (or any
successor or assign of the Company, whether by merger, consolidation, sale of
assets or otherwise) which may be issued or issuable with respect to, in
exchange for, or in substitution of, the Registrable Securities referenced in
clause (i) above by reason of any dividend or stock split, combination of
shares, merger, consolidation, recapitalization, reclassification,
reorganization, sale of assets or similar transaction and (iii) any other Common
Shares now owned. As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when (A) a registration statement with
respect to the sale of such securities shall have been declared effective under
the Securities Act and such securities shall have been disposed of in accordance
with such registration statement, (B) such securities have been otherwise
transferred, a new certificate or other evidence of ownership for them not
bearing the legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of them shall not require
registration under the Securities Act, (C) such securities shall have ceased to
be outstanding, or (D) such securities become eligible for sale under Rule
144(k) without any volume, manner of sale or other restrictions.
"REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance with this Agreement by the Company and its
subsidiaries, including, without limitation, (i) all SEC, stock exchange, NASD
and other registration, listing and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws
and compliance with the rules of any stock exchange (including fees and
disbursements of counsel in connection with such compliance and the preparation
of a blue sky memorandum and legal investment survey), (iii) all expenses of any
Persons retained by the Company in preparing or assisting in preparing, word
processing, printing, distributing, mailing and delivering any Registration
Statement, any Prospectus, any underwriting agreements, transmittal letters,
securities sales agreements, securities certificates and other documents
relating to the
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performance of or compliance with this Agreement, (iv) the fees and
disbursements of counsel for the Company, (v) the fees and disbursements of all
independent public accountants (including the expenses of any audit and/or "cold
comfort" letters) and the fees and expenses of other Persons, including experts,
retained by the Company, (vi) the expenses incurred in connection with making
road show presentations and holding meetings with potential investors to
facilitate the distribution and sale of Registrable Securities which are
customarily borne by the issuer, (vii) any fees and disbursements of
underwriters customarily paid by issuers, and (viii) premiums and other costs of
policies of insurance purchased by the Company as designated by the Board of
Directors of the Company against liabilities arising out of the public offering
of the Registrable Securities being registered; provided, however, Registration
Expenses shall not include discounts and commissions payable to underwriters,
selling brokers, dealer managers or other similar Persons engaged in the
distribution of any of the Registrable Securities or the fees and disbursements
of Holders' Counsel; and provided, further, that in any case where Registration
Expenses are not to be borne by the Company, such expenses shall not include
salaries of Company personnel or general overhead expenses of the Company,
auditing fees, premiums or other expenses relating to liability insurance
required by underwriters of the Company or other expenses for the preparation of
financial statements or other data normally prepared by the Company in the
ordinary course of its business or which the Company would have incurred in any
event.
"REGISTRATION STATEMENT" shall mean any registration statement of the
Company which covers any Registrable Securities and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference (or deemed to be
incorporated by reference) therein.
"SEC" shall mean the Securities and Exchange Commission, or any successor
agency having jurisdiction to enforce the Securities Act.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended from
time to time, and the rules and regulations thereunder, or any successor
statute.
"SHELF REGISTRATION" shall have the meaning set forth in Section 2.1(a).
"SHELF REGISTRATION PERIOD" shall have the meaning set forth in Section
2.2(b).
"SHELF REGISTRATION STATEMENT" shall have the meaning set forth in Section
2.2(a).
"UNDERWRITERS" shall mean the underwriters, if any, of the offering being
registered under the Securities Act.
"UNDERWRITTEN OFFERING" shall mean a sale of securities of the Company to
an Underwriter or Underwriters for reoffering to the public.
<PAGE>
ARTICLE II
REGISTRATION UNDER THE SECURITIES ACT
2.1 INCIDENTAL REGISTRATION.
(a) RIGHT TO INCLUDE REGISTRABLE SECURITIES. Commencing on the date of
this Agreement, if the Company, at any time or from time to time, proposes to
register any of its equity securities under the Securities Act (other than in a
registration on Form S-4 or S-8 or any successor form to such forms and other
than pursuant to Section 2.1 or 2.3) whether or not pursuant to registration
rights granted to other holders of its securities and whether or not for sale
for its own account solely in connection with an Underwritten Offering the
Company shall deliver prompt written notice (which notice shall be given at
least 15 days prior to such proposed registration) to all Holders of Registrable
Securities of its intention to undertake such registration, describing in
reasonable detail the proposed registration and distribution (including the
anticipated range of the proposed offering price, the class and number of
securities proposed to be registered and the distribution arrangements) and of
such Holders' possible right to participate in such registration under this
Section 2.1 as hereinafter provided. Subject to the other provisions of this
paragraph (a) and Section 2.1(b), upon the written request of any Holder made
within 10 days after the receipt of such written notice (which request shall
specify the amount of Registrable Securities to be registered), the Company
shall effect the registration under the Securities Act of all Registrable
Securities requested by Holders to be so registered (an "Incidental
Registration"), to the extent requisite to permit the disposition of the
Registrable Securities so to be registered, by inclusion of such Registrable
Securities in the Registration Statement which covers the securities which the
Company proposes to register and shall cause such Registration Statement to
become and remain effective with respect to such Registrable Securities in
accordance with the registration procedures set forth in Section 4. Immediately
upon notification to the Company from the Underwriter of the price at which such
securities are to be sold, the Company shall so advise each participating
Holder. The Holders requesting inclusion in an Incidental Registration may, at
any time prior to the effective date of the Incidental Registration Statement
(and for any reason), revoke such request by delivering written notice to the
Company revoking such requested inclusion.
If at any time after giving written notice of its intention to register any
securities and prior to the effective date of the Incidental Registration
Statement filed in connection with such registration, the Company shall
determine for any reason not to register or to delay registration of such
securities, the Company may, at its election, give written notice of such
determination to each Holder of Registrable Securities and, thereupon, (A) in
the case of a determination not to register, the Company shall be relieved of
its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses
incurred in connection therewith), and (B) in the case of a determination to
delay such registration, the Company shall be permitted to delay the
registration of such Registrable Securities for the same period as the delay in
registering such other securities; provided, however, that if such delay shall
extend beyond 120 days from the date the Company received a request to include
Registrable Securities in such Incidental Registration, then the
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Company shall again give all Holders the opportunity to participate therein and
shall follow the notification procedures set forth in the preceding paragraph.
There is no limitation on the number of such Incidental Registrations pursuant
to this Section 2.1 which the Company is obligated to effect.
The registration rights granted pursuant to the provisions of this Section
2.1 shall be in addition to the registration rights granted pursuant to the
other provisions of Section 2 hereof.
(b) PRIORITY IN INCIDENTAL REGISTRATION. If the sole or the lead
managing Underwriter, as the case may be, of such Underwritten Offering shall
advise the Company in writing (with a copy to each Holder requesting
registration) on or before the date five days prior to the date then scheduled
for such offering that, in its opinion, the amount of securities (including
Registrable Securities) requested to be included in such registration exceeds
the amount which can be sold in such offering without materially interfering
with the successful marketing of the securities being offered (such writing to
state the basis of such opinion and the approximate number of such securities
which may be included in such offering without such effect), the Company shall
include in such registration, to the extent of the number which the Company is
so advised may be included in such offering without such effect, (A) first, the
securities that the Company proposes to register for its own account (except as
set forth in the Registration Rights Agreements referenced in SCHEDULE A), (B)
second, any securities that the Company is required to register for Viacom or
NBC or their assignees, under the registration rights agreements referenced in
Schedule A, (C) third, any securities to be sold by Vincent K. McMahon, Linda
McMahon, and any Affiliate of the Initial Class B Stockholders (as defined in
the Company's Amended and Restated Certificate of Incorporation), (D) fourth,
the Registrable Securities requested to be included in such registration by the
Holders, allocated pro rata in proportion to the number of Registrable
Securities requested to be included in such registration by each of them, and
(E) fifth, other securities of the Company to be registered on behalf of any
other Person; provided, however, that in the event the Company will not, by
virtue of this Section 2.1(b), include in any such registration all of the
Registrable Securities of any Holder requested to be included in such
registration, such Holder may, upon written notice to the Company given within
three days of the time such Holder first is notified of such matter, reduce the
amount of Registrable Securities it desires to have included in such
registration, whereupon only the Registrable Securities, if any, it desires to
have included will be so included and the Holders not so reducing shall be
entitled to a corresponding increase in the amount of Registrable Securities to
be included in such registration.
2.2 SHELF REGISTRATION STATEMENT.
(a) The Company: (A) shall cause to be filed with the SEC, on or
before October 31, 2001, a shelf registration statement (the "SHELF REGISTRATION
STATEMENT") on an appropriate form under the Securities Act, relating solely to
the offer and sale of all the Registrable Securities by the Holders thereof from
time to time in accordance with the methods of distribution specified by the
Initial Holder as set forth in the Registration Statement and Rule 415 under the
Securities Act; and (B) shall use its
<PAGE>
best efforts to have such Shelf Registration declared effective by the SEC as
soon as practicable thereafter, but in no event later than January 31, 2002;
provided, however, that no Holder (other than the Initial Holder) shall be
entitled to have the Registrable Securities held by it covered by such
Registration Statement unless such Holder agrees in writing to be bound by all
the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective, supplemented and amended in order
to permit the Prospectus included therein to be lawfully delivered by the
Holders of the Registrable Securities through the date on which all of the
Registrable Securities covered by such Shelf Registration may be sold pursuant
to Rule 144(k) under the Securities Act (or any successor provision having
similar effect) without any volume, manner of sale or other restrictions, or
such shorter period that will terminate on the date on which all of the
Registrable Securities have been sold pursuant to an effective registration
statement (in any such case, such period being called the "SHELF REGISTRATION
PERIOD"); provided, however, that prior to the termination of such Shelf
Registration Period, the Company shall first furnish to each Holder of
Registrable Securities participating in such Shelf Registration (i) an opinion,
in form and substance satisfactory to the Majority Holders of the Registration,
of counsel for the Company satisfactory to the Majority Holders stating that
such Registrable Securities are freely saleable pursuant to Rule 144(k) under
the Securities Act (or any successor provision having similar effect) without
any volume, manner of sale or other restrictions or (ii) a "No-Action Letter"
from the staff of the SEC stating that the SEC would not recommend enforcement
action if the Registrable Securities were sold in a public sale other than
pursuant to an effective registration statement. The Company shall be deemed not
to have used its best efforts to keep the Registration Statement effective
during the Shelf Registration Period if it voluntarily takes any action that
would result in Holders of the Registrable Securities covered thereby not being
able to offer and sell such Registrable Securities during the Shelf Registration
Period, unless such action is required by applicable law.
(c) If at any time the Majority Holders request in writing that all or
any part of the Registrable Securities covered by the Shelf Registration
Statement be offered by means of a firm commitment Underwritten Offering, the
Company shall cause to be filed with the SEC as soon as practicable any
necessary or appropriate supplement to the Shelf Registration Statement in order
to effect such Underwritten Offering. In such case, the sole or managing
Underwriters and any additional investment bankers and managers to be used in
connection with such registration shall be selected by the Company, subject to
the approval of such Majority Holders (such approval not to be unreasonably
withheld).
2.3 EXPENSES. Except as provided in the immediately succeeding sentence,
the Company shall pay all Registration Expenses in connection with any
Incidental Registration, or Shelf Registration, whether or not such registration
shall become effective and whether or not all Registrable Securities originally
requested to be included in such registration are withdrawn or otherwise
ultimately not included in such registration. Each Holder shall pay (x) all
discounts and commissions payable to underwriters, selling brokers, managers or
other similar Persons engaged in the
<PAGE>
distribution of such Holder's Registrable Securities pursuant to any
registration pursuant to this Section 2 (y) all other of its expenses and costs
(such as fees and expenses of Holder's Counsel) relating to the registration
and/or offering other than registration expenses and (z) in connection solely
with an Underwritten Offering requested by the Majority Holders pursuant to
Section 2.2(c), all Registration Expenses incurred in connection with making
such Shelf Registration Statement an Underwritten Offering.
2.4 UNDERWRITTEN OFFERINGS.
(a) UNDERWRITTEN OFFERINGS. If requested by the sole or lead managing
Underwriter for any Underwritten Offering effected pursuant to an Incidental
Registration or the Shelf Registration Statement, the Company shall enter into a
customary underwriting agreement with the Underwriters for such offering, such
agreement to be reasonably satisfactory in substance and form to the Company,
and to contain such representations and warranties by the Company and such other
terms as are customary in agreements of that type, including, without
limitation, indemnification and contribution to the effect and to the extent
provided in Section 5.
(b) HOLDERS OF REGISTRABLE SECURITIES TO BE PARTIES TO UNDERWRITING
AGREEMENT. The holders of securities to be distributed by Underwriters in an
Underwritten Offering contemplated by Section 2.2(a) shall be parties to the
underwriting agreement between the Company and such Underwriters and may, at
such holders' option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such Underwriters shall also be made to and for the benefit of
such holders of securities and that any or all of the conditions precedent to
the obligations of such Underwriters under such underwriting agreement be
conditions precedent to the obligations of such holders; provided, however, that
the Company shall not be required to make any representations or warranties with
respect to written information specifically provided by a selling holder for
inclusion in the Registration Statement. No holder shall be required to make any
representations or warranties to, or agreements with, the Company or the
Underwriters other than representations, warranties or agreements regarding such
holder and such holder's securities.
(c) PARTICIPATION IN UNDERWRITTEN REGISTRATION. Notwithstanding
anything herein to the contrary, no Person may participate in any underwritten
registration hereunder unless such Person (i) agrees to sell its securities on
the same terms and conditions provided in any underwriting arrangements approved
by the Persons entitled hereunder to approve such arrangement and (ii)
accurately completes and executes in a timely manner all questionnaires, powers
of attorney, indemnities, custody agreements, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements.
(d) LIMITATIONS ON UNDERWRITTEN OFFERINGS. In no event shall the
Company be required to effect more than one (1) Underwritten Offering pursuant
to Section 2.2(c) of this Agreement, provided, however, that the Holders shall
be entitled to
<PAGE>
participate in any number of Underwritten Offerings effected pursuant to an
Incidental Registration.
2.5 POSTPONEMENTS. The Company shall be entitled to require the Holders of
Registrable Securities to discontinue the disposition of their securities
covered by a Shelf Registration during any Blackout Period (as defined below)
(i) if the board of directors of the Company determines in good faith that
effecting such a registration or continuing such disposition at such time would
have an adverse effect upon a proposed sale of all (or substantially all) of the
assets of the Company or a merger, reorganization, recapitalization or similar
current transaction materially affecting the capital, structure or equity
ownership of the Company, or (ii) if the Company is in possession of material
information which the board of directors of the Company determines in good faith
is not in the best interests of the Company to disclose in a registration
statement at such time or (iii) if the Company gives notice of the occurrence of
an Underwritten Offering for which the Holders are offered incidental
registration rights pursuant to Section 2.1 (whether or not they are precluded
from selling as a result of Section 2.1(b)), provided, however, that the Company
may require the Holders of Registrable Securities to discontinue the disposition
of their securities covered by a Shelf Registration only for a reasonable period
of time not to exceed 90 days (or such earlier time as such transaction is
consummated or no longer proposed or the material information has been made
public or 90 days from the completion of the Underwritten Offering) (the
"Blackout Period"). There shall not be more than one Blackout Period in any 12
month period (other than as a result of Section 2.5(iii), any number of which
could occur in any 12 month period).
The Company shall promptly notify the Holders in writing (a "BLACKOUT
NOTICE") of any decision to discontinue sales of Registrable Securities covered
by a Shelf Registration pursuant to this Section 2.5 and shall include an
undertaking by the Company to promptly notify the Holders as soon as a sales of
Registrable Securities covered by a Shelf Registration may resume. In making any
such determination to initiate or terminate a Blackout Period, the Company shall
not be required to consult with or obtain the consent of any Holder, and any
such determination shall be the Company's sole responsibility. Each Holder shall
treat all notices received from the Company pursuant to this Section 2.5 in the
strictest confidence and shall not disseminate such information.
ARTICLE III
RESTRICTIONS ON SALE
3.1 RESTRICTIONS ON SALE BY THE COMPANY AND OTHERS. The Company agrees that
(i) if timely requested in writing by the sole or lead managing Underwriter in
an Underwritten Offering of any Registrable Securities, it will not make any
short sale of, loan, grant any option for the purchase of or effect any public
sale or distribution of any of the Company's equity securities (or any security
convertible into or exchangeable or exercisable for any of the Company's equity
securities) during the nine business days (as such term is used in Rule 10b-6
under the Exchange Act) prior to, and during the time period reasonably
requested by the sole or lead managing Underwriter not to exceed 90 days,
beginning on the effective date of the applicable Registration Statement (except
as
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part of such underwritten registration or pursuant to registrations on Forms
S-4 or S-8 or any successor form to such forms), and (ii) it will cause each
officer and director of the Company and each Affiliate that holds 5% or more of
equity securities (or any security convertible into or exchangeable or
exercisable for any of its equity securities) of the Company purchased from the
Company at any time after the date of this Agreement (other than in a registered
public offering) to so agree.
3.2 NOTICE BY ICF. ICF agrees to give the Company prior written notice at
least three (3) business days prior to its intention to sell any of its Common
Shares purchased pursuant to the Purchase Agreement, other than sales, and
series of related sales, of 100,000 or less Common Shares in the open market.
ARTICLE IV
REGISTRATION PROCEDURES
4.1 OBLIGATIONS OF THE COMPANY. Subject to Section 2.6, whenever the
Company is required to effect the registration of Registrable Securities under
the Securities Act pursuant to Section 2 of this Agreement, the Company shall,
as expeditiously as possible:
(a) prepare and file with the SEC the requisite Registration Statement
to effect such registration, which Registration Statement shall comply as to
form in all material respects with the requirements of the applicable form and
include all financial statements required by the SEC to be filed therewith, and
the Company shall use its best efforts to cause such Registration Statement to
become effective (provided, that the Company may discontinue any registration of
its securities that are not Registrable Securities, and, under the circumstances
specified in Section 2.2, its securities that are Registrable Securities);
provided, however, that before filing a Registration Statement or Prospectus or
any amendments or supplements thereto, or comparable statements under securities
or blue sky laws of any jurisdiction, the Company shall (i) provide Holders'
Counsel and any other Inspector (as defined in Section 4.1(g)) with an adequate
and appropriate opportunity to participate in the preparation of such
Registration Statement and each Prospectus included therein (and each amendment
or supplement thereto or comparable statement) to be filed with the SEC, which
documents shall be subject to the review and comment of Holders' Counsel, and
(ii) not file any such Registration Statement or Prospectus (including any
amendment or supplement thereto or comparable statement but excluding any filing
made under the Exchange Act that is incorporated by reference therein) with the
SEC to which Holder's Counsel, any selling Holder or any other Inspector shall
have reasonably objected on the grounds that such filing does not comply in all
material respects with the requirements of the Securities Act or of the rules or
regulations thereunder;
(b) prepare and file with the SEC such amendments and supplements to
such Registration Statement and the Prospectus used in connection therewith as
may be necessary (i) to keep such Registration Statement effective, and (ii) to
comply with the provisions of the Securities Act with respect to the disposition
of all Registrable Securities covered by such Registration Statement, in each
case until such
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time as all of such Registrable Securities have been disposed of (but not before
the expiration of the 90 day period referred to in Section 4(3) of the
Securities Act and Rule 174 thereunder, if applicable);
(c) furnish, without charge, to each selling Holder of such
Registrable Securities and each Underwriter, if any, of the securities covered
by such Registration Statement, such number of copies of such Registration
Statement, each amendment and supplement thereto (in each case including all
exhibits), and the Prospectus included in such Registration Statement (including
each preliminary Prospectus) in conformity with the requirements of the
Securities Act, and other documents, as such selling Holder and the Underwriter
may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities owned by such selling Holder (the
Company hereby consenting to the use in accordance with applicable law of each
such Registration Statement or amendment or post-effective amendment thereto)
and each such Prospectus (or preliminary prospectus or supplement thereto) by
each such selling Holder of Registrable Securities and the underwriters, if any,
in connection with the offering and sale of the Registrable Securities covered
by such Registration Statement or Prospectus);
(d) prior to any public offering of Registrable Securities, use its
best efforts to register or qualify all Registrable Securities and other
securities covered by such Registration Statement under such other securities or
blue sky laws of such jurisdictions as any selling Holder of Registrable
Securities covered by such Registration Statement or the sole or lead managing
Underwriter, if any, may reasonably request to enable such selling Holder to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such selling Holder and to continue such registration or qualification
in effect in each such jurisdiction for as long as such Registration Statement
remains in effect (including through new filings or amendments or renewals), and
do any and all other acts and things which may be necessary or advisable to
enable any such selling Holder to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such selling Holder;
provided, however, that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 4.1(d), (ii) subject itself to taxation
in any such jurisdiction, or (iii) consent to general service of process in any
such jurisdiction;
(e) use its best efforts to obtain all other approvals, consents,
exemptions or authorizations from such governmental agencies or authorities as
may be necessary to enable the selling Holders of such Registrable Securities to
consummate the disposition of such Registrable Securities;
(f) promptly notify Holders' Counsel, each Holder of Registrable
Securities covered by such Registration Statement and the sole or lead managing
Underwriter, if any: (i) when the Registration Statement, any pre-effective
amendment, the Prospectus or any prospectus supplement related thereto or post-
effective amendment to the Registration Statement has been filed and, with
respect to the Registration Statement or any post-effective amendment, when the
same has become
<PAGE>
effective, (ii) of any request by the SEC or any state securities or blue sky
authority for amendments or supplements to the Registration Statement or the
Prospectus related thereto or for additional information, (iii) of the issuance
by the SEC of any stop order suspending the effectiveness of the Registration
Statement or the initiation or threat of any proceedings for that purpose, (iv)
of the receipt by the Company of any notification with respect to the suspension
of the qualification of any Registrable Securities for sale under the securities
or blue sky laws of any jurisdiction or the initiation of any proceeding for
such purpose, (v) of the existence of any fact of which the Company becomes
aware or the happening of any event which results in (A) the Registration
Statement containing an untrue statement of a material fact or omitting to state
a material fact required to be stated therein or necessary to make any
statements therein not misleading, or (B) the Prospectus included in such
Registration Statement containing an untrue statement of a material fact or
omitting to state a material fact required to be stated therein or necessary to
make any statements therein, in the light of the circumstances under which they
were made, not misleading, (vi) if at any time the representations and
warranties contemplated by Section 2.5(b) cease to be true and correct in all
material respects, and (vii) of the Company's reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate or
that there exists circumstances not yet disclosed to the public which make
further sales under such Registration Statement inadvisable pending such
disclosure and post-effective amendment; and, if the notification relates to an
event described in any of the clauses (ii) through (vii) of this Section 4.1,
the Company shall promptly prepare a supplement or post-effective amendment to
such Registration Statement or related Prospectus or any document incorporated
therein by reference or file any other required document so that (1) such
Registration Statement shall not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and (2) as thereafter delivered to
the purchasers of the Registrable Securities being sold thereunder, such
Prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading (and shall furnish to each such Holder and each Underwriter, if
any, a reasonable number of copies of such Prospectus so supplemented or
amended); and if the notification relates to an event described in clause (iii)
of this Section 4.1(f), the Company shall take all reasonable action required to
prevent the entry of such stop order or to remove it if entered;
(g) make available for inspection by any selling Holder of Registrable
Securities any sole or lead managing Underwriter participating in any
disposition pursuant to such Registration Statement, Holders' Counsel and any
attorney, accountant or other agent retained by any such seller or any
Underwriter (each, an "INSPECTOR" and, collectively, the "INSPECTORS"), all
financial and other records, pertinent corporate documents and properties of the
Company and any subsidiaries thereof as may be in existence at such time
(collectively, the "RECORDS") as shall be necessary, in the opinion of such
Holders' and such Underwriters' respective counsel, to enable them to exercise
their due diligence responsibility and to conduct a reasonable investigation
within the meaning of the Securities Act, and cause the Company's and any
subsidiaries' officers, directors and employees, and the independent public
accountants of the
<PAGE>
Company, to supply all information reasonably requested by any such Inspectors
in connection with such Registration Statement;
(h) obtain an opinion from the Company's counsel and a "cold comfort"
letter from the Company's independent public accountants who have certified the
Company's financial statements included or incorporated by reference in such
Registration Statement, in each case dated the effective date of such
Registration Statement (and if such registration involves an Underwritten
Offering, dated the date of the closing under the underwriting agreement), in
customary form and covering such matters as are customarily covered by such
opinions and "cold comfort" letters delivered to underwriters in underwritten
public offerings, which opinion and letter shall be reasonably satisfactory to
the sole or lead managing Underwriter, if any, and to the Majority Holders, and
furnish to each Holder participating in the offering and to each Underwriter, if
any, a copy of such opinion and letter addressed to such Holder (in the case of
the opinion) and Underwriter (in the case of the opinion and the "cold comfort"
letter);
(i) provide and cause to be maintained a transfer agent and registrar
for all such Registrable Securities covered by such Registration Statement not
later than the effectiveness of such Registration Statement;
(j) otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC and any other governmental agency or authority having
jurisdiction over the offering, and make available to its security holders, as
soon as reasonably practicable but no later than 90 days after the end of any
12-month period, an earnings statement (i) commencing at the end of any month in
which Registrable Securities are sold to Underwriters in an Underwritten
Offering and (ii) commencing with the first day of the Company's calendar month
next succeeding each sale of Registrable Securities after the effective date of
a Registration Statement, which statement shall cover such 12- month periods, in
a manner which satisfies the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder;
(k) if so requested by the Majority Holders of the Registration, use
its best efforts to cause all such Registrable Securities to be listed (i) on
each national securities exchange on which the Company's securities are then
listed or, (ii) if securities of the Company are not at the time listed on any
national securities exchange (or, if the listing of Registrable Securities is
not permitted under the rules of each national securities exchange on which the
Company's securities are then listed), on a national securities exchange or The
Nasdaq Stock Market's National Market, as designated by the Majority Holders;
(l) keep each selling Holder of Registrable Securities advised in
writing as to the initiation and progress of any registration under Section 2
hereunder;
(m) enter into and perform customary agreements (including, if
applicable, an underwriting agreement in customary form) and provide officers'
certificates and other customary closing documents;
<PAGE>
(n) cooperate with each selling Holder of Registrable Securities and
each Underwriter participating in the disposition of such Registrable Securities
and their respective counsel in connection with any filings required to be made
with the NASD and make reasonably available its employees and personnel and
otherwise provide reasonable assistance to the Underwriters (taking into account
the needs of the Company's businesses and the requirements of the marketing
process) in the marketing of Registrable Securities in any Underwritten
Offering;
(o) furnish to each Holder participating in the offering and the sole
or lead managing Underwriter, if any, without charge, at least one manually-
signed copy of the Registration Statement and any post-effective amendments
thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits (including those deemed to be
incorporated by reference);
(p) cooperate with the selling Holders of Registrable Securities and
the sole or lead managing Underwriter, if any, to facilitate the timely
preparation and delivery of certificates not bearing any restrictive legends
representing the Registrable Securities to be sold and cause such Registrable
Securities to be issued in such denominations and registered in such names in
accordance with the underwriting agreement prior to any sale of Registrable
Securities to the Underwriters or, if not an Underwritten Offering, in
accordance with the instructions of the selling Holders of Registrable
Securities at least three business days prior to any sale of Registrable
Securities;
(q) if requested by the sole or lead managing Underwriter or any
selling Holder of Registrable Securities, immediately incorporate in a
prospectus supplement or post-effective amendment such information concerning
such Holder of Registrable Securities, or the Underwriters or the intended
method of distribution as the sole or lead managing Underwriter or the selling
Holder of Registrable Securities reasonably requests to be included therein and
as is appropriate in the reasonable judgment of the Company, including, without
limitation, information with respect to the number of shares of the Registrable
Securities being sold to the Underwriters, the purchase price being paid
therefor by such Underwriters and with respect to any other terms of the
Underwritten Offering of the Registrable Securities to be sold in such offering;
make all required filings of such Prospectus supplement or post-effective
amendment as soon as notified of the matters to be incorporated in such
Prospectus supplement or post-effective amendment; and supplement or make
amendments to any Registration Statement if requested by the sole or lead
managing Underwriter of such Registrable Securities; and
(r) use its best efforts to take all other steps necessary to expedite
or facilitate the registration and disposition of the Registrable Securities
contemplated hereby.
4.2 SELLER INFORMATION. The Company may require each selling Holder of
Registrable Securities as to which any registration is being effected to furnish
to the Company such information regarding such Holder, such Holder's Registrable
Securities
<PAGE>
and such Holder's intended method of disposition as the Company may from time to
time reasonably request in writing; provided that such information shall be used
only in connection with such registration.
If any Registration Statement or comparable statement under "blue sky" laws
refers to any Holder by name or otherwise as the Holder of any securities of the
Company, then such Holder shall have the right to require (i) the insertion
therein of language, in form and substance satisfactory to such Holder and the
Company, to the effect that the holding by such Holder of such securities is not
to be construed as a recommendation by such Holder of the investment quality of
the Company's securities covered thereby and that such holding does not imply
that such Holder will assist in meeting any future financial requirements of the
Company, and (ii) in the event that such reference to such Holder by name or
otherwise is not in the judgment of the Company, as advised by counsel, required
by the Securities Act or any similar federal statute or any state "blue sky" or
securities law then in force, the deletion of the reference to such Holder.
4.3 NOTICE TO DISCONTINUE. Each Holder of Registrable Securities agrees by
acquisition of such Registrable Securities that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section
4.1(f)(ii) through (vii), such Holder shall forthwith discontinue disposition of
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until such Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 4.1(f) and, if so
directed by the Company, such Holder shall deliver to the Company (at the
Company's expense) all copies, other than permanent file copies, then in such
Holder's possession of the Prospectus covering such Registrable Securities which
is current at the time of receipt of such notice.
ARTICLE V
INDEMNIFICATION; CONTRIBUTION
5.1 INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
hold harmless, to the fullest extent permitted by law, each Holder of
Registrable Securities, its officers, directors, partners, members,
shareholders, employees, Affiliates and agents (collectively, "AGENTS") and each
Person who controls such Holder (within the meaning of the Securities Act) and
its Agents with respect to each registration which has been effected pursuant to
this Agreement, against any and all losses, claims, damages or liabilities,
joint or several, actions or proceedings (whether commenced or threatened) in
respect thereof, and expenses (as incurred or suffered and including, but not
limited to, any and all expenses incurred in investigating, preparing or
defending any litigation or proceeding, whether commenced or threatened, and the
reasonable fees, disbursements and other charges of legal counsel) in respect
thereof (collectively, "CLAIMS"), insofar as such Claims arise out of or are
based upon any untrue or alleged untrue statement of a material fact contained
in any Registration Statement or Prospectus (including any preliminary, final or
summary prospectus and any amendment or supplement thereto) related to any such
registration or any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements
<PAGE>
therein not misleading, or any violation by the Company of the Securities Act or
any rule or regulation thereunder applicable to the Company and relating to
action or inaction required of the Company in connection with any such
registration, or any qualification or compliance incident thereto; provided,
however, that the Company will not be liable in any such case to the extent that
any such Claims arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact or omission or alleged omission of a
material fact so made in reliance upon and in conformity with written
information furnished to the Company in an instrument duly executed by such
Holder specifically stating that it was expressly for use therein. The Company
shall also indemnify any Underwriters of the Registrable Securities, their
Agents and each Person who controls any such Underwriter (within the meaning of
the Securities Act) to the same extent as provided above with respect to the
indemnification of the Holders of Registrable Securities. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of any Person who may be entitled to indemnification pursuant to this
Section 5 and shall survive the transfer of securities by such Holder or
Underwriter.
5.2 INDEMNIFICATION BY HOLDERS. Each Holder, if Registrable Securities held
by it are included in the securities as to which a registration is being
effected, agrees to, severally and not jointly, indemnify and hold harmless, to
the fullest extent permitted by law, the Company, its directors and officers,
each other Person who participates as an Underwriter in the offering or sale of
such securities and its Agents and each Person who controls the Company or any
such Underwriter (within the meaning of the Securities Act) and its Agents
against any and all Claims, insofar as such Claims arise out of or are based
upon any untrue or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus (including any preliminary, final or
summary prospectus and any amendment or supplement thereto) related to such
registration, or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company in an instrument duly executed by such Holder specifically stating that
it was expressly for use therein; provided, however, that the aggregate amount
which any such Holder shall be required to pay pursuant to this Section 5.2
shall in no event be greater than the amount of the net proceeds received by
such Holder upon the sale of the Registrable Securities pursuant to the
Registration Statement giving rise to such Claims less all amounts previously
paid by such Holder with respect to any such Claims. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such indemnified party and shall survive the transfer of such securities by such
Holder or Underwriter.
5.3 CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by an
indemnified party of notice of any Claim or the commencement of any action or
proceeding involving a Claim under this Section 5, such indemnified party shall,
if a claim in respect thereof is to be made against the indemnifying party
pursuant to Section 5, (i) notify the indemnifying party in writing of the Claim
or the commencement of such action or proceeding; provided, that the failure of
any indemnified party to
<PAGE>
provide such notice shall not relieve the indemnifying party of its obligations
under this Section 5, except to the extent the indemnifying party is materially
and actually prejudiced thereby and shall not relieve the indemnifying party
from any liability which it may have to any indemnified party otherwise than
under this Section 5, and (ii) permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the indemnified
party; provided, however, that any indemnified party shall have the right to
employ separate counsel and to participate in the defense of such claim, but the
fees and expenses of such counsel shall be at the expense of such indemnified
party unless (A) the indemnifying party has agreed in writing to pay such fees
and expenses, (B) the indemnifying party shall have failed to assume the defense
of such claim and employ counsel reasonably satisfactory to such indemnified
party within 10 days after receiving notice from such indemnified party that the
indemnified party believes it has failed to do so, (C) in the reasonable
judgment of any such indemnified party, based upon advice of counsel, a conflict
of interest may exist between such indemnified party and the indemnifying party
with respect to such claims (in which case, if the indemnified party notifies
the indemnifying party in writing that it elects to employ separate counsel at
the expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of such indemnified party)
or (D) such indemnified party is a defendant in an action or proceeding which is
also brought against the indemnifying party and reasonably shall have concluded
that there may be one or more legal defenses available to such indemnified party
which are not available to the indemnifying party. No indemnifying party shall
be liable for any settlement of any such claim or action effected without its
written consent, which consent shall not be unreasonably withheld. In addition,
without the consent of the indemnified party (which consent shall not be
unreasonably withheld), no indemnifying party shall be permitted to consent to
entry of any judgment with respect to, or to effect the settlement or compromise
of any pending or threatened action or claim in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified party is
an actual or potential party to such action or claim), unless such settlement,
compromise or judgment (1) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim, (2) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party, and (3) does not provide for any
action on the part of any party other than the payment of money damages which is
to be paid in full by the indemnifying party.
5.4 CONTRIBUTION. If the indemnification provided for in Section 5.1 or 5.2
from the indemnifying party for any reason is unavailable to (other than by
reason of exceptions provided therein), or is insufficient to hold harmless, an
indemnified party hereunder in respect of any Claim, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such Claim in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party, on the one hand, and the indemnified party, on the other
hand, in connection with the actions which resulted in such Claim, as well as
any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to
<PAGE>
information supplied by, such indemnifying party or indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action. If, however, the foregoing allocation is not
permitted by applicable law, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative faults but also the relative
benefits of the indemnifying party and the indemnified party as well as any
other relevant equitable considerations.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5.4 were determined by pro rata allocation
or by any other method of allocation which does not take into account the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by a party as a result of any Claim referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth in Section 5.3, any legal or other fees, costs or expenses
reasonably incurred by such party in connection with any investigation or
proceeding. Notwithstanding anything in this Section 5.4 to the contrary, no
indemnifying party (other than the Company) shall be required pursuant to this
Section 5.4 to contribute any amount in excess of the net proceeds received by
such indemnifying party from the sale of the Registrable Securities pursuant to
the Registration Statement giving rise to such Claims, less all amounts
previously paid by such indemnifying party with respect to such Claims. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(a) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
5.5 OTHER INDEMNIFICATION. Indemnification similar to that specified in the
preceding Sections 5.1 and 5.2 (with appropriate modifications) shall be given
by the Company and each selling Holder of Registrable Securities with respect to
any required registration or other qualification of securities under any Federal
or state law or regulation of any governmental authority, other than the
Securities Act. The indemnity agreements contained herein shall be in addition
to any other rights to indemnification or contribution which any indemnified
party may have pursuant to law or contract.
5.6 INDEMNIFICATION PAYMENTS. The indemnification and contribution required
by this Section 5 shall be made by periodic payments of the amount thereof
during the course of any investigation or defense, as and when bills are
received or any expense, loss, damage or liability is incurred.
ARTICLE VI
GENERAL
6.1 ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company agrees that
it shall not effect or permit to occur any combination or subdivision of shares
which would materially adversely affect the ability of the Holder of any
Registrable Securities to include such Registrable Securities in any
registration contemplated by this Agreement or the marketability of such
Registrable Securities in any such registration.
<PAGE>
6.2 REGISTRATION RIGHTS TO OTHERS. Other than as set forth on Schedule A
attached hereto, the Company is not party to any agreement with respect to its
securities granting any registration rights to any Person. If the Company shall
at any time hereafter provide to any holder of any securities of the Company
rights with respect to the registration of such securities under the Securities
Act, such rights shall not be in conflict with or adversely affect any of the
rights provided in this Agreement to the Holders.
6.3 AVAILABILITY OF INFORMATION. The Company covenants that it shall timely
file any reports required to be filed by it under the Securities Act or the
Exchange Act (including, but not limited to, the reports under Sections 13 and
15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 under the
Securities Act), and that it shall take such further action as any Holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such rule may be amended
from time to time, or (ii) any other rule or regulation now existing or
hereafter adopted by the SEC. Upon the request of any Holder of Registrable
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements.
6.4 AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified, supplemented or terminated, and waivers or consents to
departures from the provisions hereof may not be given, without the written
consent of the Company and the Holders holding more than 50% of the Registrable
Securities then outstanding; provided, however, that no such amendment,
modification, supplement, waiver or consent to departure shall reduce the
aforesaid percentage of Registrable Securities without the written consent of
all of the Holders of Registrable Securities; and provided, further, that
nothing herein shall prohibit any amendment, modification, supplement,
termination, waiver or consent to departure the effect of which is limited only
to those Holders who have agreed to such amendment, modification, supplement,
termination, waiver or consent to departure.
6.5 NOTICES. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, telecopier, any courier
guaranteeing overnight delivery or first class registered or certified mail,
return receipt requested, postage prepaid, addressed to the applicable party at
the address set forth below or such other address as may hereafter be designated
in writing by such party to the other parties in accordance with the provisions
of this Section:
If to the Company, to:
World Wrestling Federation Entertainment, Inc.
1241 East Main Street
P.O. Box 3857
Stamford, CT 06902
Attn: Edward L. Kaufman
Telecopy: 203-353-0236
Telephone: 203-352-8786
<PAGE>
With a copy to:
Kirkpatrick & Lockhart LLP
Henry W. Oliver Building
535 Smithfield Street
Pittsburgh, PA 15222-2312
Attn: Michael C. McLean
Telecopy: 412-355-6501
Telephone: 412-355-6720
If to the Initial Holder, to:
Invemed Catalyst Fund, L.P.
375 Park Avenue
New York, NY 10152
Attn: Suzanne Present
Telecopy: 212-421-2523
Telephone: 212-421-2500
With a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attn: Douglas A. Cifu, Esq.
Telecopy: 212-492-0436
Telephone: 212-373-3436
If to any subsequent Holder, to the address of such Person set forth in the
records of the Company.
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; when receipt is
acknowledged, if telecopied; on the next business day, if timely delivered to a
courier guaranteeing overnight delivery; and five days after being deposited in
the mail, if sent first class or certified mail, return receipt requested,
postage prepaid.
6.6 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and other Holders.
6.7 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which, when so executed and delivered, shall be deemed to
be an original, but all of which counterparts, taken together, shall constitute
one and the same instrument.
<PAGE>
6.8 DESCRIPTIVE HEADINGS, ETC. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein. Unless the context of this Agreement
otherwise requires: (1) words of any gender shall be deemed to include each
other gender; (2) words using the singular or plural number shall also include
the plural or singular number, respectively; (3) the words "hereof', "herein"
and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section and paragraph references are to the Sections and
paragraphs of this Agreement unless otherwise specified; (4) the word
"including" and words of similar import when used in this Agreement shall mean
"including, without limitation," unless otherwise specified; (5) "or" is not
exclusive; and (6) provisions apply to successive events and transactions.
6.9 SEVERABILITY. In the event that any one or more of the provisions,
paragraphs, words, clauses, phrases or sentences contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the other remaining provisions,
paragraphs, words, clauses, phrases or sentences hereof shall not be in any way
impaired, it being intended that all rights, powers and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.
6.10 GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York (without giving effect to the
conflict of laws principles thereof).
6.11 REMEDIES; SPECIFIC PERFORMANCE. The parties hereto acknowledge that
money damages would not be an adequate remedy at law if any party fails to
perform in any material respect any of its obligations hereunder, and
accordingly agree that each party, in addition to any other remedy to which it
may be entitled at law or in equity, shall be entitled to seek to compel
specific performance of the obligations of any other party under this Agreement,
without the posting of any bond, in accordance with the terms and conditions of
this Agreement in any court of the United States or any State thereof having
jurisdiction, and if any action should be brought in equity to enforce any of
the provisions of this Agreement, none of the parties hereto shall raise the
defense that there is an adequate remedy at law. Except as otherwise provided by
law, a delay or omission by a party hereto in exercising any right or remedy
accruing upon any such breach shall not impair the right or remedy or constitute
a waiver of or acquiescence in any such breach. No remedy shall be exclusive of
any other remedy. All available remedies shall be cumulative.
6.12 ENTIRE AGREEMENT. This Agreement and the Purchase Agreement are
intended by the parties as a final expression of their agreement and intended to
be a complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, representations, warranties, covenants or undertakings
relating to such subject matter, other than those set forth or referred to
herein or in the Purchase Agreement. This
<PAGE>
Agreement and the Purchase Agreement supersede all prior agreements and
understandings between the Company and the other parties to this Agreement with
respect to such subject matter.
6.13 NOMINEES FOR BENEFICIAL OWNERS. In the event that any Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election in writing delivered to the
Company, be treated as the holder of such Registrable Securities for purposes of
any request or other action by any holder or holders of Registrable Securities
pursuant to this Agreement or any determination of any number or percentage of
shares of Registrable Securities held by any holder or holders of Registrable
Securities contemplated by this Agreement. If the beneficial owner of any
Registrable Securities so elects, the Company may require assurances reasonably
satisfactory to it of such owner's beneficial ownership of such Registrable
Securities.
6.14 CONSENT TO JURISDICTION; WAIVER OF JURY. Each party to this Agreement
hereby irrevocably and unconditionally agrees that any legal action, suit or
proceeding arising out of or relating to this Agreement or any agreements or
transactions contemplated hereby may be brought in any federal court of the
Southern District of New York or any state court located in New York County,
State of New York, and hereby irrevocably and unconditionally expressly submits
to the personal jurisdiction and venue of such courts for the purposes thereof
and hereby irrevocably and unconditionally waives any claim (by way of motion,
as a defense or otherwise) of improper venue, that it is not subject personally
to the jurisdiction of such court, that such courts are an inconvenient forum or
that this Agreement or the subject matter may not be enforced in or by such
court. Each party hereby irrevocably and unconditionally consents to the service
of process of any of the aforementioned courts in any such action, suit or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the address set forth or provided for in Section 6.5 of this
Agreement, such service to become effective 10 days after such mailing. Nothing
herein contained shall be deemed to affect the right of any party to serve
process in any manner permitted by law or commence legal proceedings or
otherwise proceed against any other party in any other jurisdiction to enforce
judgments obtained in any action, suit or proceeding brought pursuant to this
Section. Each of the parties hereby irrevocably waives trial by jury in any
action, suit or proceeding, whether at law or equity, brought by any of them in
connection with this Agreement or the transactions contemplated hereby.
6.15 FURTHER ASSURANCES. Each party hereto shall do and perform or cause to
be done and performed all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments and documents as
any other party hereto reasonably may request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
6.16 NO INCONSISTENT AGREEMENTS. The Company will not hereafter enter into
any agreement which is inconsistent with the rights granted to the Holders in
this Agreement.
<PAGE>
6.17 CONSTRUCTION. The Company and the Holders acknowledge that each of
them has had the benefit of legal counsel of its own choice and has been
afforded an opportunity to review this Agreement with its legal counsel and that
this Agreement shall be construed as if jointly drafted by the Company and the
Holders.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
INVEMED CATALYST FUND, L.P.
By: Invemed Catalyst GenPar, LLC,
its general partner
By: Gladwyne Catalyst GenPar, LLC,
its managing member
-------------------------------------------
Name: Suzanne Present
Title: Member
WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
By:
----------------------------------------
Name:
Title:
<PAGE>
Schedule A
Other Registration Rights Granted by the Company
NBC-WWFE HOLDING, INC.
VIACOM, INC.
<PAGE>
TABLE OF CONTENTS
ARTICLE I DEFINITIONS.........................................................1
ARTICLE II REGISTRATION UNDER THE SECURITIES ACT..............................5
2.1 Incidental Registration.....................................5
2.2 Shelf Registration Statement................................6
2.3 Expenses....................................................7
2.4 Underwritten Offerings......................................8
2.5 Postponements...............................................9
ARTICLE III RESTRICTIONS ON SALE..............................................9
3.1 Restrictions on Sale by the Company and Others..............9
3.2 Notice by ICF..............................................10
ARTICLE IV REGISTRATION PROCEDURES...........................................10
4.1 Obligations of the Company.................................10
4.2 Seller Information.........................................15
4.3 Notice to Discontinue......................................15
ARTICLE V INDEMNIFICATION; CONTRIBUTION......................................15
5.1 Indemnification by the Company.............................15
5.2 Indemnification by Holders.................................16
5.3 Conduct of Indemnification Proceedings.....................16
5.4 Contribution...............................................17
5.5 Other Indemnification......................................18
5.6 Indemnification Payments...................................18
ARTICLE VI GENERAL 18
6.1 Adjustments Affecting Registrable Securities...............18
6.2 Registration Rights to Others..............................19
6.3 Availability of Information................................19
6.4 Amendments and Waivers.....................................19
6.5 Notices....................................................19
6.6 Successors and Assigns.....................................20
6.7 Counterparts...............................................20
6.8 Descriptive Headings, Etc..................................21
6.9 Severability...............................................21
6.10 Governing Law..............................................21
6.11 Remedies; Specific Performance.............................21
6.12 Entire Agreement...........................................21
6.13 Nominees for Beneficial Owners.............................22
6.14 Consent to Jurisdiction; Waiver of Jury....................22
6.15 Further Assurances.........................................22
6.16 No Inconsistent Agreements.................................23
6.17 Construction...............................................23