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Exhibit 9.1
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") dated as of June, __ 1997, is
being entered into by and among Polish Investments Holding Limited Partnership
("PIHLP"), Xxxxx X. Xxxxxxxx ("RMF"), Xxxxxx LLC ("Xxxxxx") and The Xxxxxx Xxxx
Xxxxx Marital Trust, ("CACMT," and together with PIHLP, RMF and Xxxxxx the
"Shareholders") and Xxxxx Xxxxx, as the Chase Group Representative.
WITNESSETH
WHEREAS, the Shareholders are parties to that certain Shareholders'
Agreement dated the date hereof (the "Shareholders Agreement") which provides,
among other things, for the appointment of a Chase Group Representative to act
as the designated representative of the Shareholders; and
WHEREAS, the Shareholders, pursuant to the terms of the Shareholders'
Agreement, desire to appoint Xxxxx Xxxxx as the initial Chase Group
Representative and to confer on him certain powers and duties as set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
set forth in this agreement, the parties hereto hereby agree as follows:
1. Effective Date of Agreement: Definitions
1.1 Effective Date of Agreement. This Agreement shall become effective
(the "Effective Date") upon execution of the Shareholders' Agreement.
1.2 Definitions. For purposes of this Agreement, the following terms
shall have the meanings set forth below:
(a) "Chase Group Representative" shall mean Xxxxx Xxxxx and any
person who becomes a successor Chase Group Representative pursuant to Section
5.1 hereof.
(b) "Company" shall mean @ Entertainment, Inc., a Delaware
corporation.
(c) "Non-Voting Shares" shall mean shares of the Company's Series C
Preferred Stock, par value $.01 per share, as constituted at the date of the
Shareholders'
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Agreement, plus all securities hereafter attributable to such shares or
received or receivable in respect thereof by way of stock splits or stock
dividends, recapitalization or liquidation of the Company or merger or
consolidation of the Company with any other corporation or organization.
(d) "Shareholders" shall have the meaning set forth in the first
paragraph of this Agreement and shall include any transferee of the Shareholders
permitted by this Agreement. PIHLP, RMF, Xxxxxx and CACMT and any permitted
transferee of the same shall be individually referred to herein as a
"Shareholder."
(e) "Shareholders' Agreement" shall mean that certain Shareholders'
Agreement by and among the Shareholders, the Company, ECO Holdings III Limited
Partnership ("ECO"), and the AESOP Fund, L.P. ("AESOP").
(f) "Shares" shall mean all Voting Shares and all Non Voting Shares
held by any Shareholder.
(g) "Voting Shares" shall mean shares of the Company's Common
Stock, par value $.01 per share, held at any time by any Shareholder, plus all
voting securities hereinafter attributable to such shares or received or
receivable in respect thereof by way of stock splits or stock dividends,
recapitalization or liquidation of the Company or merger or consolidation of the
Company with any other corporation or organization.
2. Term of Agreement
This Agreement shall become effective upon the Effective Date specified
in Section 1.1 hereof and shall terminate upon the first to occur of the
following events: (a) the written consent of all Shareholders, (b) the
termination of the Shareholders' Agreement in accordance with its terms, or (c)
the failure of the Shareholders to appoint a successor Chase Group
Representative in accordance with Section 5.1(a) hereof within sixty (60) days
of the date on which the previous Chase Group Representative ceases, for
whatever reason, to act as the Chase Group Representative. This Agreement shall
terminate as to any Shareholder if such Shareholder ceases to be a "Shareholder"
for purposes of Section 1.28 of the Shareholders' Agreement or ceases to be a
member of the "Chase Group" pursuant to the Shareholders' Agreement.
3. Voting Provisions
3.1 Grant of Proxy. Each Shareholder grants to the Chase Group
Representative an irrevocable proxy, pursuant to the provisions of Section 212
of the Delaware General Corporation Law, coupled with an interest, to vote such
Shareholder's
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Voting Shares as the Chase Group Representative shall in his sole discretion
determine, for the election of directors and on all other matters which may be
presented at any meeting or require the consent of stockholders of the Company.
The Chase Group Representative agrees to notify each Shareholder (if such
Shareholder is not an officer of the Company or otherwise present at the
meeting) of any exercise of such voting right (including copies of the
applicable resolutions) on behalf of such Shareholder within a reasonable
period of time after such vote is taken. Notwithstanding the foregoing, upon
the transfer of any Voting Shares (other than a transfer described in Section
4.2 hereof), such proxy shall terminate and be of no further force and effect
with respect to the Voting Shares so transferred.
3.2 Rights under Shareholders' Agreement. Each Shareholder hereby
makes, constitutes and appoints the Chase Group Representative as its
attorney-in-fact for the limited purpose performing all acts and executing all
documents, instruments, agreements, notices or certificates the Chase Group
Representative may deem necessary or desirable in all matters relating to the
rights and obligations of each Shareholder under the Shareholders' Agreement.
4. Transfer of Shares
4.1 Transfer of Shares Generally. During the term of this Agreement, no
Shareholder shall make any transfer of any Shares except for transfers
permitted by the Shareholders' Agreement.
4.2 Condition on Transfer. Any proposed transfer by any Shareholder
pursuant to Section 3.7(i) of the Shareholders' Agreement shall be conditioned
on such transferee executing and delivering to the Chase Group Representative
an agreement in form and substance satisfactory to the Chase Group
Representative pursuant to which the transferee agrees to be bound by the terms
of this Agreement.
5. The Chase Group Representative
5.1 The Chase Group Representative. Xxxxx Xxxxx hereby accepts and
agrees to act as the initial Chase Group Representative in accordance with the
terms of this Agreement.
5.2 Successor Chase Group Representative.
(a) The Chase Group Representative may at any time resign by
delivering to each Shareholder a written resignation, to take effect thirty (30)
days thereafter. Upon the resignation of the Chase Group Representative or upon
the failure of the Chase Group Representative to serve as Chase Group
Representative because of death or incapacity
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of the Chase Group Representative, or otherwise, the Shareholders shall, by
written consent of Shareholders holding more than fifty percent (50%) of the
Voting Shares held by the Shareholders, appoint a successor Chase Group
Representative.
(b) The Shareholders may at any time, by written consent of
Shareholders holding more than fifty percent (50%) of the Voting Shares held by
the Shareholders, remove the then-current Chase Group Representative and appoint
a successor Chase Group Representative.
(c) Any successor Chase Group Representative appointed pursuant to
the terms and conditions of this Agreement shall have all the rights granted to
the Chase Group Representative named herein and all references herein to the
Chase Group Representative shall include not only the Chase Group Representative
named herein, but also any successor Chase Group Representative.
5.3. Compensation. The Chase Group Representative shall serve at all
times without compensation.
5.4 Indemnification. The Shareholders, jointly and severally, hereby
agree to assume liability for and do hereby indemnify, protect, save and keep
harmless the Chase Group Representative, and its successors, assigns, agents and
servants from and against any and all liabilities, obligations, losses, damages,
penalties, taxes, claims, actions, suits, costs, expenses, or disbursements
(including legal fees and expenses) of any kind and nature whatsoever
(collectively, "Claims") which may be imposed upon, incurred by or asserted
against the Chase Group Representative in connection with this Agreement;
provided however, that the Chase Group Representative shall not be entitled to
indemnification under this Section 5.4 with respect to Claims which are the
result of gross negligence or willful misconduct of the Chase Group
Representative. The indemnities contained in this Section 5.4. shall survive
the termination of this Agreement.
6. Legends on Shares: Filing of Agreement
6.1. Legend on Shares. All certificates representing Shares shall bear
the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO A VOTING AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION."
6.2 Filing of Agreement. Copies of this Agreement, and of each
amendment, modification, supplement or addendum hereto, shall be filed in the
principal office of the Company.
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7. Miscellaneous
7.1 Notice Provisions. All notices or communications required to be
given by any person pursuant to this Agreement shall be effected in writing
either by personal delivery or by registered or certified mail, postage prepaid
with return receipt requested to address indicated under such party's signature
hereto. Any person may designate a different address to which notices or other
communications must thereafter be addressed by giving written notice of the
different address to each Shareholder and the Chase Group Representative.
7.2 Amendment of Agreement. The provision of this Agreement may be
amended only by written consent of all Shareholders and, if his obligations or
rights hereunder would be affected thereby, the Chase Group Representative.
7.3 Interpretation of Agreement. This Agreement shall be construed in
its entirety, with no emphasis or meaning being given to the headings or
captions utilized in this Agreement or the placement of the various provisions.
7.4 Entire Agreement. This Agreement and the Shareholders' Agreement
supersede any and all other agreement, either oral or in writing, between the
parties with respect to the subject matter of this Agreement and the
Shareholder's Agreement.
7.5 Severability of Provisions. Each provision of this Agreement is
intended to be severable. lf any term or provision is declared to be illegal or
invalid for any reason, such illegality or invalidity shall not effect the
validity or enforceability or any other provision of Agreement.
7.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware
7.7 Execution in Counterparts. This Agreement and any amendments hereto
may be executed in any number of counterparts with the same effect as if all of
the parties had signed the same document.
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IN WITNESS WHEREOF, the undersigned have executed this Voting Agreement as
of the date first above written.
POLISH INVESTMENTS HOLDING L.P.
By: Chase Polish Enterprises, Inc.,
its general partner
By: _______________________
Its:
Address
c/o Chase Polish Enterprises, Inc.
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Fax: 860/000-0000
Attn: Xxxxxx Xxxxx
____________________________
XXXXX X. XXXXXXXX
Address
00 Xxxxxxxx Xxxxxx
Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000
Fax: 860/000-0000
XXXXXX LLC
By: ______________________
Xxxxxxx X. Xxxxxx
Managing Member
Address
c/x Xxxxxx LLC
00 Xxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Fax: 413/000-0000
Attn: Xxxxxxx X. Xxxxxx,
Managing Member
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_____________________________________
XXXXX XXXXX, CHASE GROUP REPRESENTATIVE
Address
c/o Chase Polish Enterprises, Inc.
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Fax: 860/000-0000
Attn: Xxxxxx Xxxxx
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