Exhibit 10.1
[METROMEDIA LETTERHEAD]
November __, 2006
[
]
Dear [
]:
Reference is made to the Lock Up Agreement dated October 1, 2006
(the "Lock
Up Agreement"),
between Metromedia International Group, Inc. and [_______]
(each, a "Consenting
Preferred Stockholder"
and collectively, the
"Consenting
Preferred Stockholders" and together with Metromedia International Group, Inc.,
the "Parties" ). All
defined terms used but
not defined herein
shall have the
meaning given to them in the Lock Up Agreement.
The
Parties hereby agree
that the sections
headed "Preferred
Stock" and
"Common Stock"
in Exhibit A to the Lock Up Agreement shall be amended by
deleting them in their entirety and replacing them with the
following:
Preferred Stock.... On the Effective Date, each holder of preferred
stock, that
was issued
and outstanding on or prior to the Effective
Date, shall receive the following consideration: If the net
sales proceeds after
allowed claim payments and payments of
all costs and expenses associated with the sale and the
Chapter 11 case (including, but not limited to: (i) payments
of or, in the case of disputed claims or expenses, reserves
for, all administrative expense claims, priority tax claims,
secured claims and general unsecured claims; (ii) necessary
reserves for the final
liquidation
of the Company and
its
subsidiaries;
(iii) professional
fees; and (iv) taxes
arising out of the
sale of assets),
plus any cash on
hand
and the proceeds
of the liquidation of any other of the
Company's assets (the "Net Distributable Consideration") is
$420 million
or less, $68 in cash for each share of
preferred stock
plus payment of any Additional Amounts
(defined below)
due and owing. If the Net Distributable
Consideration is above
$420 million but less than $465
million, $68 in cash for each share of preferred stock, plus
payment of any Additional Amounts due and owing, plus
their
pro rata share in cash of 50% of the Net Distributable
Consideration above
$420 million. If the
Net Distributable
Consideration is $465 million or above, $68 in cash for each
<PAGE>
share of preferred
stock, plus
payment of any
Additional
Amounts due and owing,
plus their pro rata share in cash of
50% of the Net
Distributable
Consideration
between $420
million and $465
million plus their pro
rata share in cash
of 20% of any remaining Net Distributable Consideration.
If, prior to April 1, 2007, holders of Preferred Stock
have
not received
$68.00 per share 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 per share equal to an annual rate
of five percent (5 %) on the difference between (a) $68.00
and (b) any amounts per share 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 per
share equal to an annual rate of seven and a quarter percent
(7.25 %) on the difference, if any, between (a) $68.00 and
(b) any amounts per share received in cash pursuant to the
Term Sheet prior to July 1, 2007. The amounts referred to in
this paragraph shall be deemed the "Additional Amounts." For
the avoidance of doubt, payment o
