Exhibit 10.1
LOCK-UP AND VOTING AGREEMENT
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This
Lock-up and Voting Agreement, dated as of [ , 2006] (this
"Agreement"), is made and entered into by and between Metromedia
International
Group, Inc., a Delaware corporation ("MIG"), and each holder of
MIG's 7.25%
Cumulative Convertible Preferred Stock, par value $1.00 per share
(the
"Preferred Stock") that is a signatory party hereto (individually,
a "Consenting
Preferred Stockholder" and collectively, the "Consenting
Preferred
Stockholders"). MIG and each of the Consenting Preferred
Stockholders is
referred to individually as a "Party" and are referred to
collectively as the
"Parties."
RECITALS
WHEREAS, each of the Consenting Preferred Stockholders, as of the
date
hereof, is the beneficial owner (and/or agent, advisor, affiliate,
manager or
other authorized representative of the beneficial owner(s)) of, has
voting power
and dispositive power with respect to (i) the Preferred Stock, and
owns or
controls the aggregate amount of Preferred Stock identified on the
signature
page hereto (the rights evidenced by the Preferred Stock owned by
the Consenting
Preferred Stockholders on the date of this Agreement and any
Preferred Stock
acquired by any Consenting Preferred Stockholder after the date of
this
Agreement are referred to herein as the "Preferred Stock
Interests") and (ii)
the common stock of MIG (the "Common Stock") and owns or controls
the aggregate
amount of Common Stock identified on the signature page hereto (the
rights
evidenced by the Common Stock owned by the Consenting Preferred
Stockholders on
the date of this Agreement and any Common Stock acquired by any
Consenting
Preferred Stockholder after the date of this Agreement are referred
to herein as
the "Common Stock Interests");
WHEREAS, MIG and the Consenting Preferred Stockholders have engaged
in good
faith negotiations with the objective of reaching an agreement with
regard to
the distribution of the proceeds of the sale of substantially all
of MIG's
assets (the "Sale Transaction") (should such a sale be
consummated);
WHEREAS, MIG intends, subject to the terms and conditions of
this
Agreement, to prepare and file a disclosure statement (the
"Disclosure
Statement") and plan of reorganization (the "Plan") consistent with
and to
implement the terms set forth in this Agreement and the term sheet
attached
hereto as Exhibit "A" (the "Term Sheet") in a case (the "Chapter 11
Case") filed
under chapter 11 of title 11 of the United States Code, as amended
(the
"Bankruptcy Code"), and MIG intends to use its reasonable best
efforts to have
such Disclosure Statement approved and such Plan confirmed by the
United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"), in each
case as expeditiously as possible under the Bankruptcy Code and the
Federal
Rules of Bankruptcy Procedure (the "Bankruptcy Rules") following a
binding
agreement to sell substantially all of its assets;
<PAGE>
WHEREAS, in order to expedite the implementation of the Plan,
each
Consenting Preferred Stockholder is prepared to commit, on the
terms and subject
to the conditions of this Agreement and, when properly solicited to
do so, to
vote its Preferred Stock Interests to accept the Plan.
NOW,
THEREFORE, in consideration of the premises and the mutual
covenants
and agreements set forth herein, and for other good and valuable
consideration,
the receipt and sufficiency of which are hereby acknowledged, MIG
and each
Consenting Preferred Stockholder hereby agrees as follows:
1.
Agreement. MIG
and the Consenting Preferred Stockholders, to the
extent permitted by applicable law, agree to the terms set forth in
the Term
Sheet and this Agreement.
2.
Voting.
2.1 So long as this
Agreement shall remain in effect, each Consenting
Preferred Stockholder agrees that (i) when properly solicited to do
so, it shall
timely vote its Preferred Stock Interests and Common Stock
Interests (and not
revoke or withdraw such vote) to accept the Plan, in accordance
with the Term
Sheet, subject to the terms herein, including the provisions of
Section 6
herein, provided that the terms of the Plan and Disclosure
Statement are in all
material respects consistent with the terms set forth in the Term
Sheet, (ii) it
shall not object to or otherwise commence any proceeding to oppose
or object to
confirmation and consummation of the Plan including, but not
limited to, filing
an involuntary chapter 11 case against MIG, and (iii) it shall not
vote its
Preferred Stock Interests and Common Stock Interests in favor of
any other plan.
2.2 Notwithstanding
the foregoing provisions, nothing in this
Agreement shall require the Consenting Preferred Stockholders to
take any action
prohibited by the United States Bankruptcy Code, the Securities Act
of 1933, as
amended (the "Securities Act"), the Securities Exchange Act of
1934, as amended
(the "Exchange Act"), any rule or regulations thereunder or by
other applicable
law or regulation or by any order or direction of any court or any
federal or
state governmental authority.
2.3 It is agreed by
and among MIG and the Consenting Preferred
Stockholders that the right of any or all of them to enforce the
rights and
obligations under this Agreement between and among MIG and the
Consenting
Preferred Stockholders shall not be abridged, modified or in any
manner affected
by the commencement of a chapter 11 case against MIG.
3.
Restriction on
Transfer/Obligations of Transferee. Each Consenting
Preferred Stockholder hereby agrees that, so long as this Agreement
shall remain
in effect, it shall not sell, transfer or assign its Preferred
Stock or any
option thereon or any right or interest (voting or otherwise)
therein, unless
the transferee thereof agrees in writing to be bound by all the
terms of this
Agreement by executing the transfer form attached hereto as Exhibit
"B" and the
transferor promptly provides MIG with a copy thereof, in which
event MIG shall
be deemed to have acknowledged that its obligations to the
Consenting Preferred
<PAGE>
Stockholder hereunder shall be deemed to constitute obligations in
favor of such
transferee, and MIG shall confirm that acknowledgement in writing
(but the
transferor need not wait for such confirmation prior to
consummating such
transfer).
4.
Company
Agreements. MIG hereby agrees that it shall, following
execution of a binding agreement to sell substantially all of its
assets, use
its reasonable efforts to have the Disclosure Statement approved by
the
Bankruptcy Court, and thereafter to use its reasonable efforts to
obtain an
order of the Bankruptcy Court confirming the Plan, in each case as
expeditiously
as possible under the Bankruptcy Code and the Bankruptcy Rules, and
consistent
with the terms and conditions set forth in the Term Sheet.
5.
Support of the
Plan. Subject to Section 14 of this Agreement, as long
as this Agreement remains in effect, each Consenting Preferred
Stockholder will,
subject to the provisions of this Agreement, support and, when
properly
solicited to do so, vote for the Plan. As long as this Agreement
remains in
effect, each Consenting Preferred Stockholder, in any capacity,
whether as a
holder of the Preferred Stock or other securities or claims against
MIG, shall
not (a) oppose the chapter 11 filing; (b) object to confirmation of
the Plan or
otherwise commence any proceeding to oppose or alter the Plan, (c)
vote for,
consent to, support or participate in the formulation of any other
plan of
reorganization or liquidation proposed or filed or to be proposed
or filed in
any chapter 11 or chapter 7 case commenced in respect of MIG, (d)
directly or
indirectly seek, solicit, support or encourage any other plan,
sale, proposal or
offer of dissolution, winding up, liquidation, reorganization,
merger or
restructuring of MIG or any of its subsidiaries that could
reasonably be
expected to prevent, delay or impede the successful sale of
substantially all of
MIG's assets and distribution of the proceeds of such sale as
contemplated by
the Term Sheet or the Plan, (e) permit any of its subsidiaries,
affiliates,
officers, directors, employees, members, investment bankers,
attorneys,
advisors, agents or representatives (collectively, any
"Affiliate")(1) to,
directly or indirectly, (i) solicit, initiate or encourage the
submission of any
other plan, (ii) enter into any agreement with respect to any other
plan, or
(iii) participate in any discussions or negotiations regarding, or
furnish to
any person any information, with respect to, or take any other
action to
facilitate any inquiries or the making of any proposal that
constitutes, or may
be reasonably expected to lead to, any plan other than the Plan,
(f) object to
the Disclosure Statement or the solicitation of acceptances to the
Plan, or (g)
take any action, directly or indirectly, with respect to MIG, any
of its
subsidiaries or otherwise that is inconsistent with, or that would
delay
confirmation of, the Plan. Without limiting the foregoing, it is
understood that
any violation of the restrictions set forth in the preceding
sentence by any
Consenting Preferred Stockholder or any Affiliate, whether or not
such Affiliate
is purporting to act on behalf of such Consenting Preferred
Stockholder, shall
be deemed to be a material breach of this Agreement by such
Consenting Preferred
Stockholder.
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(1) It is acknowledged by both parties that a person or entity
having an
investment in a Consenting Preferred Holder will not be deemed an
"Affiliate".
<PAGE>
6.
Acknowledgement.
This Agreement is not and shall not be deemed to be a
solicitation for consents to the Plan. The acceptance of the
Consenting
Preferred Stockholder will not be solicited until the Consenting
Preferred
Stockholder shall have received the Disclosure Statement and
related ballot, as
approved by the Bankruptcy Court.
7.
Termination of
Agreement. The Consenting Preferred Stockholder may
terminate its obligations hereunder, and may rescind its vote on
the Plan (which
vote shall be null and void and have no further force and effect)
if one of the
following termination events occurs:
(a) MIG shall not have
commenced the Chapter 11 Case on or before
December 31, 2006 (such date of commencement, the "Petition Date"),
filed a Plan
consistent in all material respects with the Term Sheet and
Disclosure Statement
relating thereto with the Bankruptcy Court on or before five (5)
days after the
Petition Date, or such later date as MIG and the holders of
Preferred Stock who
are a party to a lock-up and voting agreement with respect to the
distributions
contemplated by the Term Sheet with the Company representing a
majority of
Preferred Stock held by such holders (a "Consenting Majority")
shall mutually
agree;
(b) MIG shall file
with the Bankruptcy Court a plan of
reorganization, or an amendment to the plan of reorganization that
is materially
inconsistent with the Term Sheet;
(c) The Plan shall not
have been confirmed by the Bankruptcy Court on
or before October 1, 2007; provided, however, that with respect to
this Section
7(c) of this Agreement, such date shall be extended, on a daily
basis, so long
as (i) a hearing to consider confirmation of the Plan has commenced
and is
continuing and (ii) the Company is using its best efforts to obtain
an order of
the Bankruptcy Court confirming the Plan;
(d) MIG publicly
announces that it is no longer actively engaged in
discussions or negotiations in respect of a sale transaction
involving the sale
of all or substantially all of its assets (whether by merger, stock
sale, asset
sale or other form of transaction); it being understood and agreed
that MIG is
hereby covenanting that it shall, in its reasonable judgment,
determine if the
foregoing set of circumstances exists, and, if so, issue a press
release to such
effect no later than 48 hours after making such determination;
(e) The Chapter 11
Case shall have been dismissed or converted to a
case under Chapter 7 of the Bankruptcy Code;
(f) an occurrence of
whatever nature that results in the material
impairment of the ability of (x) MIG to perform its material
obligations under
the Plan or Term Sheet or (y) the Consenting Preferred Stockholder
to realize
the material benefits intended to be provided to the Consenting
Preferred
Stockholder under the Plan;
<PAGE>
(g) MIG shall have
made or engaged in any act or omissions that is
inconsistent with the Term Sheet; or
(h) A Chapter 11
trustee shall have been appointed for MIG pursuant
to section 1104 of the Bankruptcy Code;
provided, however, that a Consenting Majority is required to take
any action
under Section 7(b), and such Consenting Majority shall give MIG no
less than
five (5) business days' notice in order to provide MIG an
opportunity to cure
such inconsistency.
8.
Additional
Payments. If, prior to April 1, 2007, holders of Preferred
Stock have not received sixty-eight dollars ($68.00) in cash
payable to them in
accordance with the Term Sheet, the holders of Preferred Stock
shall, from and
after such date, be entitled to receive additional amounts equal to
an annual
rate of five percent (5 %) on the difference between (a)
sixty-eight dollars
($68.00) and (b) any amounts received, in cash pursuant to the Term
Sheet, prior
to April 1, 2007. As of July 1, 2007, such annual rate shall
increase and the
holders of Preferred Stock shall, be entitled to receive additional
amounts
equal to an annual rate of seven and a quarter percent (7.25 %) on
the
difference, if any, between (a) sixty-eight dollars ($68.00) and
(b) any amounts
received, in cash pursuant to the Term Sheet, prior to July 1,
2007.
9.
Good Faith
Negotiation of Documents. Each Party hereby further
covenants and agrees to negotiate the definitive documents relating
to the Plan
in good faith, in any event, in all respects consistent with the
Term Sheet.
10.
Effectiveness. This
Agreement shall not become effective and binding
on the parties hereto unless and until: (i) counterpart signature
pages hereto
shall have been executed and delivered by MIG and Consenting
Preferred
Stockholders holding in the aggrega
