|
Exhibit 10.2
COMMON STOCK VOTING AGREEMENT
COMMON STOCK VOTING AGREEMENT, dated as of February 17, 2005
(this
"Agreement"), by and among Pisces Investment Limited, a company
organized under
the Companies Law of Cyprus ("Pisces"), Metromedia International
Group, Inc., a
Delaware corporation (the "Company"), Metromedia Company, a
Delaware general
partnership, Stuart Subotnick, the Trust, dated as of May 30,
1984, as amended
and restated, John W. Kluge, as grantor, and John W. Kluge,
Manufacturers
Hanover Trust Company (n/k/a J.P. Morgan Chase Bank) and Stuart
Subotnick, as
trustees, and the Trust dated as of December 14, 2001 between
John W. Kluge, as
Grantor and Stuart Subotnick and J.P. Morgan Trust Company of
Delaware, as
Trustees (each a "Principal Stockholder" and together, the
"Principal
Stockholders").
WHEREAS, the Company, Pisces, First National Holding S.A., a
societe
anonyme organized under the laws of Luxembourg ("FNH") and
Emergent Telecom
Ventures S.A., a societe anonyme organized under the laws of
Switzerland ("ETV",
and together with FNH and Pisces, the "Buyers"), are entering
into a Share
Purchase Agreement, dated as of the date hereof (as amended,
supplemented or
modified from time to time in accordance with its terms, the
"Purchase
Agreement"), which provides for the sale of all of the Company's
right, title
and interest in and to all of the authorized, issued and
outstanding share
capital of NWE Capital (Cyprus), Ltd., a company organized under
the Companies
Law of Cyprus and a wholly-owned subsidiary of the Company (the
"Share
Purchase");
WHEREAS, as of the date hereof, each of the Principal
Stockholders is the
holder of the number of shares of common stock, par value $0.01
per share (the
"Common Stock"), of the Company set forth opposite such
Principal Stockholder's
name on Schedule 3.3(a) hereto (the shares of Common Stock held
by such
Principal Stockholder are referred to herein as the "Owned
Common Stock"); and
WHEREAS, as a condition to the willingness of the Buyers to
enter into the
Purchase Agreement, the Buyers have requested that the Principal
Stockholders
agree, and each of the Principal Stockholders has agreed, to
enter into this
Agreement with respect to all of the Common Stock now owned and
which may
hereafter be acquired (whether by means of purchase, dividend,
distribution or
in any other way) by each such Principal Stockholder
(collectively, the
"Shares").
NOW, THEREFORE, in consideration of the mutual representations,
warranties,
covenants and agreements contained in this Agreement, and for
other good and
valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the parties to this Agreement hereby agree as
follows:
ARTICLE I
DEFINITIONS
<PAGE>
Capitalized terms used and not otherwise defined herein shall
have the
respective meanings ascribed to them in the Purchase Agreement
as in effect on
the date hereof.
ARTICLE II
AGREEMENT OF PRINCIPAL STOCKHOLDER TO VOTE
Section 2.1 Agreement to Vote. Each of the Principal
Stockholders
(severally and not jointly) hereby agrees that at any time that
the Company
conducts a meeting of, or otherwise seeks a vote or consent of,
the holders of
Common Stock for the purpose of approving and adopting the Share
Purchase and
the actions required in furtherance thereof, such Principal
Stockholder shall
vote, or provide a consent with respect to his or its Shares (x)
in favor of the
Share Purchase and the actions required in furtherance thereof
and (y) against
any action or agreement that would compete with, impede, delay
or interfere with
the approval of the Share Purchase.
Section 2.2 Grant of Proxy. In furtherance and not in limitation
of the
foregoing, each of the Principal Stockholders hereby grants to
and appoints
Pisces his or its irrevocable proxy and attorney-in-fact (with
full power of
substitution and resubstitution) to vote his or its Shares as
indicated in
Section 2.1. Each of the Principal Stockholders hereby confirms
that this proxy
is being given in connection with and as a condition of the
execution of the
Purchase Agreement and intends this proxy to be irrevocable and
coupled with an
interest and shall take such further action and execute such
other instruments
as may be necessary to effectuate the intent of this proxy. Each
of the
Principal Stockholders hereby revokes any and all previous
proxies and powers of
attorney with respect to such Principal Stockholder's Owned
Common Stock or any
other voting securities of the Company that relate to the
approval of the Share
Purchase. All authority herein conferred or agreed to be
conferred shall survive
the death or incapacity of any Principal Stockholder, and all
obligations of the
Principal Stockholders under this Agreement shall be binding
upon the heirs,
personal representatives, successors and assigns of such
Principal Stockholders.
Section 2.3 Fiduciary Duties. Notwithstanding anything to the
contrary in
this Agreement, in the case of any Principal Stockholder who is
a director of
the Company, the agreements of such Stockholder contained in
this Agreement
shall not govern, limit or restrict such Principal Stockholder's
ability to
exercise his or her fiduciary duties to the stockholders of the
Company under
applicable laws in his or her capacity as a director of the
Company.
2
<PAGE>
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF EACH PRINCIPAL STOCKHOLDER
Each Principal Stockholder hereby represents and warrants,
severally and
not jointly, to Pisces and the Company as follows:
Section 3.1 Authority Relative to This Agreement. Such
Principal
Stockholder has all necessary capacity, power and authority to
execute and
deliver this Agreement, to perform his or its obligations
hereunder and to
consummate the transactions contemplated hereby. The execution
and delivery of
this Agreement by such Principal Stockholder and the
consummation by such
Principal Stockholder of the transactions contemplated hereby
has been duly and
validly authorized by such Principal Stockholder, and no other
proceedings on
the part of such Principal Stockholder are necessary to
authorize this Agreement
or to consummate such transactions. This Agreement has been duly
and validly
executed and delivered by such Principal Stockholder and,
assuming the due
authorization, execution and delivery by each other party
hereto, constitutes a
legal, valid and binding obligation of such Principal
Stockholder, enforceable
against such Principal Stockholder in accordance with its
terms.
Section 3.2 No Conflict.
-----------
(a) The execution and delivery of this Agreement by such
Principal
Stockholder does not, and the performance of this Agreement by
such Principal
Stockholder shall not, (i) conflict with or violate the
organizational documents
of such Principal Stockholder, if applicable, (ii) conflict with
or violate any
Legal Requirements applicable to such Principal Stockholder or
by which his or
its Owned Common Stock are bound or affected or (iii) result in
any breach of or
constitute a default (or an event that with notice or lapse of
time or both
would become a default) under, or give to others any rights of
termination,
amendment, acceleration or cancellation of, or result in the
creation of a Lien
on any of his or its Owned Common Stock pursuant to, any note,
bond, mortgage,
indenture, contract, agreement, lease, license, permit,
franchise or other
instrument or obligation to which such Principal Stockholder is
a party or by
which such Principal Stockholder or his or its Owned Common
Stock are bound or
affected, except, in the case of clauses (ii) and (iii), for any
such conflicts,
violations, breaches, defaults or other occurrences which would
not prevent or
delay the performance by such Principal Stockholder of his or
its obligations
under this Agreement.
(b) The execution and delivery of this Agreement by such
Principal
Stockholder does not, and the performance of this Agreement by
such Principal
Stockholder shall not, require any consent, approval,
authorization or permit
of, or filing with or notification to, any third party, court or
arbitrator or
any Governmental Entity except (i) for applicable requirements,
if any, of the
Exchange Act and (ii) where the failure to obtain such consents,
approvals,
authorizations or permits, or to make such filings or
notifications, would not
prevent or delay the performance by such Principal Stockholder
of his or its
obligations under this Agreement.
3
<PAGE>
Section 3.3 Title to the Owned Common Stock.
-------------------------------
(a) As of the date hereof, such Principal Stockholder is the
owner of the
Owned Common Stock set forth opposite such Principal
Stockholder's name on
Schedule 3.3(a) hereto. Except for the Common Stock Equivalents
held by such
Principal Stockholder, such Owned Common Stock is all of the
Common Stock owned,
either of record or beneficially, whether held directly or
indirectly, by such
Principal Stockholder.
(b) All rights or interests exercisable for or convertible into
Common
Stock that are owned, either of record or beneficially, by such
Principal
Stockholder are set forth on Schedule 3.3(b) hereto ("Common
Stock
Equivalents").
(c) The Owned Common Stock held by such Principal Stockholder is
owned free
and clear of all Liens, rights of first refusal, agreements or
limitations on
such Principal Stockholder's voting rights, charges and other
encumbrances of
any nature whatsoever. Such Principal Stockholder has not
appointed or granted
any proxy, which appointment or grant is still effective, with
respect to his or
its Owned Common Stock.
Section 3.4 No Finder's Fee. No broker, investment banker,
financial
advisor or other person is entitled to any broker's, finder's,
financial
advisor's or other similar fee or commission in connection with
the transactions
contemplated hereby based upon arrangements made by or on behalf
of the
Principal Stockholder.
Section 3.5 Reliance by the Buyers. Such Principal Stockholder
understands
and acknowledges that the Buyers are entering into the Purchase
Agreement in
reliance upon such Principal Stockholder's execution and
delivery of this
Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF PISCES
Pisces hereby represents and warrants to the Company and each
Principal
Stockholder as follows:
Section 4.1 Authority Relative to This Agreement. Pisces has all
necessary
power and authority to execute and deliver this Agreement, to
perform its
obligations hereunder and to consummate the transactions
contemplated hereby.
The execution and delivery of this Agreement by Pisces and the
consummation by
Pisces of the transactions contemplated hereby have been duly
and validly
authorized by Pisces, and no other proceedings on the part of
Pisces are
necessary to authorize this Agreement or to consummate such
transactions. This
Agreement has been duly and validly executed and delivered by
Pisces and,
assuming the due authorization, execution and delivery by each
other party
hereto, constitutes a legal, valid and binding obligation of
Pisces, enforceable
against it in accordance with its terms.
4
<PAGE>
Section 4.2 No Conflict.
-----------
(a) The execution and delivery of this Agreement by Pisces does
not, and
the performance of this Agreement by Pisces shall not, (i)
conflict with or
violate the organizational documents of Pisces, (ii) conflict
with, violate or
require any consent or notice under any Legal Requirements
applicable to Pisces
or (iii) result in any breach of or constitute a default (or an
event that with
notice or lapse of time or both would become a default) under,
or give to others
any rights of termination, amendment, acceleration or
cancellation of any
material note, bond, mortgage, indenture, contract, agreement,
lease, license,
permit, franchise or o
| 
