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
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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.
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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.
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(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.
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Section 3.3
Title to the Owned Common Stock.
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(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.
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<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, fran
