EX-10.2 6 a2109992zex-10_2.htm EX-10.2 QuickLinks -- Click here to rapidly navigate through this document EXECUTION COPY STOCKHOLDER AGREEMENT Between REGAL ENTERTAINMENT GROUP, and HUSH HOLDINGS U.S. INC. Dated as of March 27, 2003 STOCKHOLDER AGREEMENT
EXECUTION COPY
STOCKHOLDER AGREEMENT Between REGAL ENTERTAINMENT GROUP, and HUSH HOLDINGS U.S. INC. Dated as of March 27, 2003
This STOCKHOLDER AGREEMENT (this "Agreement") is made and entered into as of March 27, 2003, by and among Regal Entertainment Group, a Delaware corporation (the "Company") and HUSH Holdings U.S. Inc., a Delaware corporation (the "Holder").
WHEREAS, pursuant to that certain Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of February 3, 2003, by and among the Company, the Holder and Hoyts Cinemas Corporation, a Delaware corporation ("Hoyts"), the Holder has agreed to sell and the Company has agreed to purchase all of the issued and outstanding shares of the capital stock of Hoyts, in exchange for cash and 4,761,904 shares (the "Holder Stock") of Class A Common Stock (as defined below) of the Company under the terms and subject to the conditions of the Stock Purchase Agreement;
(a) "Act" shall mean the Securities Act of 1933, as amended.
(b) "Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.
(c) "Class A Common Stock" shall mean the common stock of the Company designated Class A, par value $0.001 per share.
(d) "Class B Common Stock" shall mean the common stock of the Company designated Class B, par value $0.001 per share.
(e) "Closing" has the meaning given in the Stock Purchase Agreement.
(f) "Common Stock" shall mean the Class A Common Stock and the Class B Common Stock.
(g) "Company" has the meaning set forth in the preamble of this Agreement.
(h) "Equity Securities" shall mean any share of any class or series of capital stock of the Company and shall include the Common Stock.
(i) "Escrow Agreement" means that certain Stock Escrow Agreement dated March 27, 2003 by and among Regal Entertainment Group, a Delaware corporation, HUSH Holdings U.S. Inc., a Delaware corporation, and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same will be in effect from time to time.
(k) "Existing Stockholders Agreement" has the meaning set forth in the recitals to this Agreement.
(l) "Holder Stock" has the meaning set forth in recitals of this Agreement.
(m) "Holder" has the meaning set forth in the preamble of this Agreement.
(n) "Non-Sponsor Stockholders" has the meaning given in the Existing Stockholders Agreement".
(o) "Person" means a corporation, trust, limited liability company, association, partnership, joint venture, organization, business, individual, government (or subdivision thereof), governmental agency or other legal entity.
(p) "Pro Rata Reduction Provisions" means the pro rata reduction provisions in Sections 1.1.3 or 1.2.2 of the Existing Stockholders Agreement.
(q) "Rule 144" means Rule 144 as promulgated by the SEC under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the SEC.
(r) "SEC" means the Securities and Exchange Commission or any successor thereof.
(s) "Stock Purchase Agreement" has the meaning set forth in the recitals to this Agreement and does not include any amendment, modification or supplement thereof after the date of this Agreement unless such is made with the prior written consent of the Holder.
(t) "Stockholders" means the "Stockholders" as defined in the Existing Stockholders Agreement.
(u) "Transfer" has the meaning given in Section 4.
2. Accession to Stockholders Agreement. During the 180 day period from and after the Closing, the Company will use its reasonable best efforts to obtain such written consents from any Stockholder or other Persons as are necessary (as determined in the sole discretion of the Company) to enable the Holder to be joined to the Existing Stockholders Agreement as a Stockholder with the same rights and subject to the same obligations as those Stockholders which are Non-Sponsor Stockholders. Promptly after obtaining such consents, the Company and the Holder will execute all documentation as is necessary to so join the Holder to the Existing Stockholders Agreement.
3. Holdback Agreement. If (x) at any time or times after the date hereof the Company makes an underwritten registered public offering of any of its Equity Securities under the Act (whether to be sold by it or by one or more third parties) and (y) the Holder (i) is given the opportunity to join in such registration and (ii) is able to include in such registration at least that number of shares of Common Stock as the Holder would be able to include, and on the same terms, as if it were a Stockholder party to the Existing Stockholders Agreement after operation of the Pro Rata Reductions Provisions, then, if requested by the Company or the representatives of the underwriters of Equity Securities of the Company, the Holder shall not Transfer any Equity Securities of the Company held by the Holder (other than those included in such registration, if applicable) for a period specified by the representative of the underwriters (the "Market Standoff Period"), which period shall not exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Act, provided that all directors and executive officers of the Company enter into similar agreements. Notwithstanding the foregoing, if the subject registration is an underwritten primary registration in which the Holder is given the opportunity to join but because of the Pro Rata Reduction Provisions the Holder is unable to include any shares of Common Stock in such registration, then the Market Standoff Period applicable to the Holder shall be for a period not to exceed thirty (30) days following the effective date of such registration statement of the Company filed under the Act. The Holder agrees to execute and deliver such other agreements as may reasonably be requested by the Company or the underwriter to confirm the foregoing agreement. The Company may impose stop-transfer instructions with respect to the Equity Securities subject to the foregoing restrictions not to exceed the applicable Market Standoff Period. The obligations of the Holder described in this Section 3 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms. This Section 3 shall terminate and be of no further force or effect from and after the date on which the Holder is joined to the Existing Stockholders Agreement pursuant to Section 2 hereof.
4. Lock-Up Agreement. Except as set forth in this Section 4 or pursuant to the terms of the Escrow Agreement, the Holder will not at any time from the date of this Agreement until the first anniversary hereof offer, sell, contract to sell, pledge or otherwise dispose of (whether with or without consideration), directly or indirectly, any shares of the Holder Stock or, enter into any transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of the Holder Stock, whether any such aforementioned transaction is to be settled by delivery of any shares of the Holder Stock, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement (in any case, a "Transfer"), without, in each case, the prior written consent of the Company. Except as set forth in this Section 4 or pursuant to the terms of the Escrow Agreement, from the first anniversary of the date of this Agreement until eighteen months from the date of this Agreement, Holder will not Transfer any Holder Stock in excess of one half (1/2) of the total number of shares of Holder Stock. Notwithstanding the foregoing, subject to applicable federal and state securities laws, the Holder may (x) sell shares of the Holder Stock in an offering contemplated by, and under the terms and subject to the conditions of, Section 3 hereof or the Existing Stockholders Agreement, if applicable, (y) sell shares of Holder Stock in a private sale transaction to a single purchaser, or a group of related purchasers, provided, however, that (A) such transaction involves the transfer of not less than twenty percent (20%) of the total number of shares of the Holder Stock and (B) the transferee or transferees agree to be bound by the restrictions on Transfer set forth in this Section 4 (including, without limitation, the restriction that such transferee or transferees and the Holder will not, in the aggregate, Transfer more than one half (1/2) of the total number of Shares Holder Stock during the period from the first anniversary of the date of this Agreement until eighteen months from the date of this Agreement); or (y) in connection with a bona fide pledge for the purpose of securing a bona fide financing arrangement with any party other than an Affiliate of the Holder.
(a) make and keep public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act, at all times; and
(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time.
(b) Expenses. Each of the Company and the Holder will pay its respective expenses incident to the preparation and negotiation of this Agreement.
(h) Governing Law. This Agreement, the rights and obligations of the Company and the Holder, and any claims or disputes relating thereto, will be governed by and construed in accordance with the laws of Delaware (excluding the choice of law rules thereof).
(i) Notices, etc. All notices, demands, requests, or other communications that may be or are required to be given, served, or sent by the Company or any Holder to the Company or any Holder pursuant to this Agreement will be in writing and will be hand-delivered, mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, sent by FedEx or other reputable overnight courier service or transmitted by telegram, telecopy, facsimile transmission or telex, addressed as follows:
- (i)
- If to Hoyts and Holder:
Hoyts Cinema Corporation Xxx Xxxxxx Xxxxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxx Facsimile No.: (000) 000-0000
HUSH Holdings U.S. Inc. c/o Consolidated Press Holdings Limited 00-00 Xxxx Xxxxxx Xxxxxx, XXX 0000 XXXXXXXXX Attention: Guy Jalland Facsimile No.: 011-61-2-9-261-0528
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Xxxx Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxxx, Esq. Facsimile No.: (000) 000-0000
- (ii)
- If to the Company:
Regal Entertainment Group 0000 Xxxxx Xxxx Xxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile No.: (000) 000-0000 Attention: General Counsel
with a copy to:
Xxxxx & Xxxxxxx L.L.P. One Xxxxx Center Suite 1500 0000 Xxxxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxx, 00000 Attention: Xxxxxxxxxxx X. Xxxxx Facsimile No.: 000-000-0000
Each of the Company and the Holder may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication that will be hand-delivered, mailed, overnighted, transmitted, telecopied or telexed in the manner described above, or that will be delivered to a telegraph company, will be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, or the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.
(k) Execution in Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it will not be necessary that the signatures of, or on behalf of, each signatory, or that the signatures of all Persons required to bind any signatory, appear on each counterpart; but it will be sufficient that the signature of, or on behalf of, each signatory appear on one or more of the counterparts. All counterparts will collectively constitute a single agreement. It will not be necessary in making proof of this agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all of the signatories hereto.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Stockholder Agreement effective as of the day and year first above written.
REGAL ENTERTAINMENT GROUP | |||
By: | /s/ XXXXX X. XXXXXXX |
Name: | Xxxxx X. Xxxxxxx | ||||
Title: | Executive Vice President, General Counsel and Secretary |
HUSH HOLDINGS U.S. INC. | |||
By: | /s/ GUY JALLAND |
Name: | Guy Jalland | ||||
Title: | Vice President |