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, Xxxxxx Xxxxxxxxx, the Trust, dated as of May 30, 1984, as amended
and restated, Xxxx X. Xxxxx, as grantor, and Xxxx X. Xxxxx, Manufacturers
Hanover Trust Company (n/k/a X.X. Xxxxxx Chase Bank) and Xxxxxx Xxxxxxxxx, as
trustees, and the Trust dated as of December 14, 2001 between Xxxx X. Xxxxx, as
Grantor and Xxxxxx Xxxxxxxxx and X.X. Xxxxxx 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
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.
-----------
(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.
-------------------------------
(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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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 other instrument or obligation to which Pisces is a party
or by which Pisces is 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 Pisces of its
obligations under this Agreement.
(b) The execution and delivery of this Agreement by Pisces does not, and
the performance of this Agreement by Pisces shall not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
court or arbitrator or any Governmental Entity except (i) Necessary Consents and
Filings 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 Pisces of its obligations under this
Agreement.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY
The Company hereby represents and warrants to Pisces and each Principal
Stockholder as follows:
Section 5.1 Authority Relative to This Agreement. The Company 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 the Company and the
consummation by the Company of the transactions contemplated hereby have been
duly and validly authorized by the Company, and no other proceedings on the part
of the Company are necessary to authorize this Agreement or to consummate such
transactions. This Agreement has been duly and validly executed and delivered by
the Company and, assuming the due authorization, execution and delivery by each
other party hereto, constitutes a legal, valid and binding obligation of the
Company, enforceable against it in accordance with its terms.
Section 5.2 No Conflict.
-----------
(a) The execution and delivery of this Agreement by the Company does not,
and the performance of this Agreement by the Company shall not, (i) conflict
with or violate the organizational documents of the Company, (ii) conflict with,
violate or require any consent or notice under any Legal Requirements applicable
to the Company 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 Company Permit or Contract to which the Company is a party
or by which the Company is 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 the Company of
its obligations under this Agreement.
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(b) The execution and delivery of this Agreement by the Company does not,
and the performance of this Agreement by the Company shall not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any court or arbitrator or any Governmental Entity except (i) for Necessary
Consents and Filings 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 the Company of its obligations
under this Agreement.
ARTICLE VI
COVENANTS OF THE PRINCIPAL STOCKHOLDERS
Section 6.1 No Inconsistent Agreements. Each Principal Stockholder hereby
covenants and agrees that, except as contemplated by this Agreement, such
Principal Stockholder shall not enter into any agreement or grant a proxy or
power of attorney with respect to its Shares which is inconsistent with this
Agreement.
Section 6.2 No Encumbrances. Each Principal Stockholder hereby covenants
and agrees that such Principal Stockholder shall not by any action or omission
cause any Liens, rights of first refusal, agreements or limitations on such
Principal Stockholder's Shares or voting rights with respect to his or its
Shares.
Section 6.3 No Transfer. Each Principal Stockholder hereby agrees that he
or it shall not, directly or indirectly, so long as this Agreement is in effect,
offer for sale, sell, transfer, give, assign or otherwise dispose of (each, a
"Transfer"), or agree to Transfer, any Shares (except to Transfer his or its
Shares to another Principal Stockholder or to a Person that agrees to be bound
by the provisions of this Agreement with respect to the transferred Shares (such
agreement to be evidenced by a written agreement in form and substance
reasonably acceptable to Pisces)). Such Principal Stockholder agrees to promptly
provide the Company with the certificates representing all of his or its Shares
in order for the Company to imprint the following legend on such certificates:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING
AGREEMENT DATED AS OF FEBRUARY 17, 2005, AS MAY BE AMENDED FROM TIME TO
TIME. A COPY OF THE VOTING AGREEMENT MAY BE OBTAINED FROM THE COMPANY
WITHOUT CHARGE UPON THE WRITTEN REQUEST OF THE HOLDER HEREOF.
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Section 6.4 No Groups. Each Principal Stockholder agrees that he or it
shall not, and shall cause each of his or its Affiliates not to, become a member
of a "group" (as that term is used in Section 13(d) of the Exchange Act) with
respect to any Shares or other voting securities of the Company for the purpose
of opposing or competing with the transactions contemplated by the Purchase
Agreement.
Section 6.5 No Public Statements. Each Principal Stockholder agrees that he
or it shall not, and shall cause each of his or its Affiliates and
Representatives (other than the Company and its Representatives) not to, issue
any press releases or make any public statements with respect to this Agreement,
the Purchase Agreement or any of the transactions contemplated by the Purchase
Agreement without the prior written consent of Pisces and the Company.
Section 6.6 Commercially Reasonable Efforts. Each Principal Stockholder
shall promptly consult with the Company and use commercially reasonable efforts
to provide any necessary information and material with respect to all filings
made by such Principal Stockholder with any Governmental Entity in connection
with this Agreement and the Purchase Agreement and the transactions contemplated
hereby and thereby. The Company acknowledges that such Principal Stockholder may
be required to file an amendment to Schedule 13D or 13G in connection with this
Agreement.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Termination. This Agreement shall terminate upon the earliest
to occur of (a) the Closing, (b) the termination of the Purchase Agreement in
accordance with its terms and (c) the effectiveness of any amendment of the
Purchase Agreement that reduces the consideration to be paid in respect of the
Share Purchase below US$215,000,000. Any such termination shall be without
prejudice to liabilities arising hereunder before such termination.
Section 7.2 Non-Survival. The representations and warranties made herein
shall terminate upon termination of this Agreement.
Section 7.3 Specific Performance. The parties hereto agree that irreparable
damage would occur in the event that the provisions of this Agreement are not
performed in accordance with the terms hereof, that money damages would not be
sufficient for any breach of this Agreement and that the parties shall be
entitled to specific performance of the terms hereof (without any requirement
for the posting of a bond or other security), in addition to any other remedy at
law or in equity.
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Section 7.4 Headings. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
Section 7.5 Entire Agreement. This Agreement constitutes the entire
agreement among the Company, Pisces and the Principal Stockholders with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, among the Company, Pisces and the
Principal Stockholders with respect to the subject matter hereof.
Section 7.6 No Third Party Beneficiaries. This Agreement is not intended to
be for the benefit of, and shall not be enforceable by, any Person or entity who
or which is not a party hereto, nor shall it confer upon any other Person any
rights or remedies hereunder.
Section 7.7 Waiver. Any waiver shall be valid only if set forth in writing
signed by the parties hereto. Mere inaction or failure to exercise any right,
remedy or option under this Agreement, or delay in exercising the same, will not
operate as, nor shall be construed as, a waiver, and each such right shall be
deemed an ongoing right and may be asserted at any time and from time to time.
Section 7.8 Amendment. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
Section 7.9 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule or law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
this Agreement is not affected in any manner materially adverse to any party.
Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible to the fullest extent permitted by applicable law in a
mutually acceptable manner in order that the terms of this Agreement remain as
originally contemplated.
Section 7.10 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within such state.
Section 7.11 Jurisdiction. Each party to this Agreement hereby (a)
irrevocably and unconditionally submits to the exclusive jurisdiction of the
courts of the State of Delaware and of the federal courts sitting in the State
of Delaware with respect to all actions and proceedings arising out of or
relating to this Agreement and the transactions contemplated hereby; (b) agrees
that all claims with respect to any such action or proceeding shall be heard and
determined in such courts and agrees not to commence any action or proceeding
relating to this Agreement or the transactions contemplated hereby except in
such courts; (c) irrevocably and unconditionally waives any objection to the
laying of venue of any action or proceeding arising out of this Agreement or the
transactions contemplated hereby and irrevocably and unconditionally waives the
defense of an inconvenient forum; (d) irrevocably appoints The Corporation Trust
Company in the case of Pisces and the Corporation Service Company in the case of
the Seller and the Principal Stockholders as its agent for the sole purpose of
receiving service of process or other legal summons in connection with any such
dispute, litigation, action or proceeding brought in such courts and agrees that
it will maintain The Corporation Trust Company in the case of Pisces and the
Corporation Service Company in the case of the Seller and the Principal
Stockholders at all times as its duly appointed agent in the State of Delaware
for the service of any process or summons in connection with any such dispute,
litigation, action or proceeding brought in such courts and, if it fails to
maintain such an agent during any period, any such process or summons may be
served on it by mailing a copy of such process or summons to it in accordance
with, and in the manner provided in, Section 7.16 hereof, with such service
deemed effective on the fifth day after the date of such mailing; and (e) agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.
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Section 7.12 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
Section 7.13 Rules of Construction. The parties to this Agreement agree
that they have been represented by counsel during the negotiation and execution
of this Agreement and, therefore, waive the application of any Legal Requirement
or rule of construction providing that ambiguities in an agreement or other
document will be construed against the party drafting such agreement or
document.
Section 7.14 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
Section 7.15 Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto (and which transfer shall not
relieve such Principal Stockholder of his or its obligations hereunder in the
event of a breach by its transferee).
Section 7.16 Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including telecopy or similar writing) and
shall be given,
if to Pisces, to:
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Pisces Investment Limited
c/o Trident Trust
Theklas Lyssioti, 00
Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Office 201/202
P.C. 3030
Limassol, Cyprus
Attention: Xxxxxxx Xxxxxx
Fax: 000 000 000 000 00
with a copy to:
Xxxxxxxxx Xxxxxxx Xxxxx & Xxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxx, Esq.
if to the Company, to:
Metromedia International Group, Inc.
0000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxx, Esq.
Xxxxxxx X. Xxxxxx, Esq.
if to the Principal Stockholders, to:
c/o Metromedia Company
00 Xxxx Xxxxxx
Xxxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxx
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with a copy to:
Metromedia Company
00 Xxxx Xxxxxx
Xxxxx Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: General Counsel
or such other address or telecopy number as such party may hereafter specify for
the purpose by notice to the other parties hereto given in accordance with this
Section 7.16. Each such notice, request or other communication shall be
effective when delivered at the address specified in this Section 7.16.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company and each Principal Stockholder has caused
this Agreement to be duly executed as of the date hereof.
PISCES INVESTMENT LIMITED
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
METROMEDIA INTERNATIONAL GROUP, INC.
By: /s/ Xxxx X. Xxxx
-------------------------------
Name: Xxxx X. Xxxx
Title: Chairman & CEO
THE PRINCIPAL STOCKHOLDERS:
---------------------------
METROMEDIA COMPANY
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Partner
THE TRUST, DATED AS OF MAY 30,
1984, AS AMENDED AND RESTATED,
XXXX X. XXXXX, AS GRANTOR, AND
XXXX X. XXXXX, MANUFACTURERS
HANOVER TRUST COMPANY (N/K/A
X.X. XXXXXX XXXXX BANK) AND
XXXXXX XXXXXXXXX, AS TRUSTEES
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Trustee
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THE TRUST, DATED AS OF
DECEMBER 14, 2001, BETWEEN XXXX
X. XXXXX, AS GRANTOR AND
XXXXXX XXXXXXXXX AND XX
XXXXXX TRUST COMPANY OF
DELAWARE AS TRUSTEES
By: /s/ Xxxxxx Xxxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxxx
Title: Trustee
/s/ Xxxxxx Xxxxxxxxx
------------------------------------
[Xxxxxx Xxxxxxxxx]
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Schedule 3.3(a)
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Principal Stockholder Owned Common Stock
--------------------- ------------------
Xxxxxx Xxxxxxxxx 314,325
Metromedia Company, 12,415,455
a Delaware general partnership
The Trust, dated December 14, 2001
between Xxxx X. Xxxxx as Grantor
and Xxxxxx Xxxxxxxxx and XX Xxxxxx
Trust Company of Delaware, as Trustees 4,604,548
The Trust, dated as of May 30, 1984, 0
as amended and restated, Xxxx X. Xxxxx,
as grantor, and Xxxx X. Xxxxx,
Manufacturers Hanover Trust Company
(n/k/a X.X. Xxxxxx Chase Bank) and
Xxxxxx Xxxxxxxxx, as trustees
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Schedule 3.3(b)
---------------
Principal Stockholder Common Stock Equivalents
--------------------- ------------------------
Xxxxxx Xxxxxxxxx 200,000 shares of 7.25% cumulative
convertible preferred stock of the
Company;
Options to purchase 2,050,000 shares
of Common Stock
Metromedia Company, 0
a Delaware general partnership
The Trust, dated December 14, 2001 200,000 shares of 7.25% cumulative
between Xxxx X. Xxxxx as Grantor convertible preferred stock of the
and Xxxxxx Xxxxxxxxx and XX Xxxxxx Company;
Trust Company of Delaware, as Trustees
Options to purchase 1,000,000 shares
Common Stock
The Trust, dated as of May 30, 1984, 0
as amended and restated, Xxxx X. Xxxxx,
as grantor, and Xxxx X. Xxxxx,
Manufacturers Hanover Trust Company
(n/k/a X.X. Xxxxxx Chase Bank) and
Xxxxxx Xxxxxxxxx, as trustees
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