Invemed Catalyst Fund LP, et al. – ‘SC 13D/A’ on 11/27/02 re: Medialive International Inc – EX-4

On:  Wednesday, 11/27/02, at 10:30am ET   ·   Accession #:  950142-2-1091   ·   File #:  5-59479

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 1                                       11     57K 
 3: EX-4        Exhibit 2                                              2     11K 
 2: EX-99       Exhibit 1                                              2      9K 

EX-4   —   Exhibit 2

EX-4
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                                                                       EXHIBIT 2
                                                                       ---------

STOCK PURCHASE AGREEMENT

Stock Purchase Agreement (this "AGREEMENT"), dated November 25, 2002, by and    
between William M. Sams (the "SELLER") and Invemed Catalyst Fund, L.P., a       
Delaware limited partnership (the "PURCHASER").                                 

        1.       On the date hereof, Purchaser shall purchase and Seller shall
sell (the "SALE"), all right, title and interest in (a) 74,074 shares of Common 
Stock, par value $0.01 (the "COMMON SHARES"), of Key3Media Group, Inc.(the      
"COMPANY"), and (b) 80,000 shares of Series B 5.5% Convertible Redeemable       
Preferred Stock, par value $0.01 per share (the "PREFERRED SHARES" and together 
with the Common Shares, the "SHARES"), held by Seller for an aggregate price of 
$2.00 in immediately available United States funds (the "PURCHASE PRICE").      

      2.       On the date hereof, (a) Seller shall deliver to Purchaser a
certificate representing the Common Shares and a certificate representing the   
Preferred Shares, each duly endorsed in blank or accompanied by a duly executed 
stock power, in proper form for transfer, (b) Purchaser shall deliver to Seller 
the Purchase Price by wire transfer of immediately available funds or check made
out to Seller.                                                                  

  3.       In order to induce Purchaser to effect the Sale, and in
consideration therefor, Seller hereby represents and warrants to, and covenants 
with, Purchaser that (a) Seller owns beneficially and of record the Shares sold 
by him and has good and valid title to such Shares, free and clear of any       
mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, lien or
preference, priority, right or other security interest (collectively, "LIENS"), 
(b) upon delivery to Purchaser of the stock certificates representing Seller's  
Shares and payment therefor, Purchaser shall acquire good and valid title to    
such Shares, free and clear of all Liens, other than those created by Purchaser,
and (c) the Shares represent all the shares of capital stock owned by Seller in 
the Company.                                                                    

4.       In order to induce Seller to effect the Sale, and in 
consideration therefor, Purchaser hereby represents and warrants to, and        
covenants with, Seller that Purchaser has such knowledge and experience in      
financial and business matters that it is capable of evaluating the merits and  
risks of its purchase of the Shares hereunder. Purchaser is an "accredited      
investor" within the meaning of Rule 501 promulgated under the Securities Act.  
Purchaser is acquiring the Shares for investment and not with a view toward or  
for sale in connection with any distribution thereof in violation of any federal
or state securities or "blue sky" laws, or with the present intention of        
distributing or selling such Shares in violation of any federal or state        
securities or "blue sky" law. Purchaser understands and agrees that the         
Preferred Shares may not be sold, transferred, offered for sale, pledged,       
hypothecated or otherwise disposed of without registration under the Securities 
Act or pursuant to an exemption therefrom. Purchaser understands and agrees that
the Preferred Shares may not be sold, transferred, offered for sale, pledged,   
hypothecated or otherwise disposed of without compliance with state, local and  
foreign securities laws (in each case to the extent applicable).                

EX-4
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 5.       Neither party has made and makes any representation or
warranty, whether express or implied, of any kind or character except as        
expressly set forth in this Agreement and neither party has any obligations to  
the other, whether express or implied.                                          

        6.       This Agreement may be executed in counterparts, with all such
counterparts together constituting one instrument. This Agreement may be        
executed and delivered by facsimile, followed promptly upon request by delivery 
of the original.                                                                

7.       In the event any provision of this Agreement shall be
determined to be invalid or unenforceable by any court of competent             
jurisdiction, the remainder of this Agreement shall be effected thereby in any  
invalid or unenforceable provision shall be reformed so as to be valid and      
enforceable to the full extent permitted by law.                                

        8.       This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. No waiver or 
modification of this Agreement shall be enforceable unless it is in writing,    
making specific reference to this Agreement and signed by all parties hereto.   
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York, without regard to the conflict of laws provisions        
thereof.                                                                        

              By:  /s/ William M. Sams
                                       ---------------------------------------
               William M. Sams

                 Invemed Catalyst Fund, L.P.

                        By:  Invemed Catalyst GenPar, LLC,
               general partner

                                   By:  Gladwyne Catalyst GenPar, LLC,
                         managing member

                                 By: /s/ Suzanne Present
                                                ------------------------------
                                         Name:   Suzanne Present
                                Title:  Member

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/27/02							4
		11/25/02		1					4
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