EXHIBIT 10.11 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of October 10, 1996 between Metro-Goldwyn-Mayer Inc., a Delaware corporation (the "Company"), and William A. Jones ("Executive"). The parties agree as...Employment Agreement • October 21st, 1997 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • California
CONFORMED COPY] SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 13th, 2000 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • New York
EXHIBIT 2.1 ------------------------------------------------------------------- ------------- STOCK PURCHASE AGREEMENT DATED AS OF July 16, 1996 by and among P & F ACQUISITION CORP. CONSORTIUM DE REALISATION, MGM HOLDINGS CORPORATION, MGM GROUP...Stock Purchase Agreement • September 11th, 1997 • Metro-Goldwyn-Mayer Inc • New York
WITNESSETH:Consulting Agreement • October 28th, 1999 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • Delaware
AMENDMENT No. III TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT No. II TO AMENDED AND RESTATED HOLDINGS AGREEMENTCredit Agreement • August 13th, 1999 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • New York
EXHIBIT 99.4 AGREEMENT WITH RESPECT TO JOINT FILING Each of the undersigned hereby agrees that the Schedule 13D under the Securities Exchange Act of 1934, as amended, filed with respect to the common stock, $1.00 par value, of Metromedia International...Joint Filing Agreement • May 8th, 1997 • P&f Acquisition Corp • Services-motion picture & video tape production
RECITALSIndemnification Agreement • March 17th, 1998 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • Delaware
WAIVER AND AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT -------------------------------------------Shareholder Agreement • September 28th, 1998 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production
Morgan Guaranty Trust Company of New York, as Agent andCredit Agreement • October 21st, 1997 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • New York
Metro-Goldwyn-Mayer Inc. Common Stock $0.01 Par Value Underwriting Agreement ----------------------Underwriting Agreement • March 18th, 2002 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • New York
EXHIBIT 10.2 [CONFORMED COPY] CREDIT AGREEMENTCredit Agreement • September 11th, 1997 • Metro-Goldwyn-Mayer Inc • New York
1.1 "Investors Shareholder Agreement" means that certain Amended and ------------------------------- Restated Investors Shareholder Agreement dated as of August 4, 1997, by and among the Company, MGM Studios, Tracinda Corporation ("Tracinda"), Seven...Stock Option Agreement • November 10th, 1997 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • Delaware
EXHIBIT 10.29 AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT -------------------------------------------Shareholders Agreement • September 28th, 1998 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production
ARTICLE 1 THE MERGERAgreement and Plan of Merger • September 11th, 1997 • Metro-Goldwyn-Mayer Inc • New York
PRIVILEGED AND CONFIDENTIAL EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of April 28, 1999 between Metro-Goldwyn- Mayer Inc., a Delaware corporation (the "Company"), and Christopher J. McGurk ("Executive"). The...Employment Agreement • July 13th, 1999 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • California
FORM OF INVESTMENT AGREEMENT --------------------Investment Agreement • November 10th, 1997 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • Delaware
EXHIBIT FRegistration Rights Agreement • July 16th, 2003 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • New York
EXHIBIT 10.1 PRIVILEGED AND CONFIDENTIAL EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of August 1, 1997 between Metro-Goldwyn-Mayer Inc., a Delaware corporation (the "Company"), and Daniel J. Taylor...Employment Agreement • August 5th, 1998 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • California
PRIVILEGED AND CONFIDENTIAL EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of August 7, 2000 between Metro-Goldwyn- Mayer Studios Inc., a Delaware corporation (the "Company"), and JAY RAKOW ("Executive"). The...Employment Agreement • November 13th, 2000 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • California
October 30, 1998 Donald Robert Brada, Jr. c/o Metro-Goldwyn-Mayer Studios Inc. 2500 Broadway Street Santa Monica, CA 90404 Dear Mr. Brada: Kindly refer to the Employment Agreement dated March 3, 1995 (the "Original Agreement") as amended as of June 1,...Employment Agreement • March 30th, 1999 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production
ARTICLE I DEFINITIONSPurchase Agreement • July 15th, 2003 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • New York
2 3 available. "Equity Commitment Letter" shall mean a commitment letter or letters from one or more of Buyer's existing stockholders in form and substance satisfactory to Buyer (and not containing any material conditions other than those specified in...Letter of Intent • May 8th, 1997 • P&f Acquisition Corp • Services-motion picture & video tape production • New York
EXHIBIT 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into as of October 10, 1996 between Metro-Goldwyn-Mayer Inc., a Delaware corporation (the "Company") and A. Robert Pisano ("Executive"). The parties agree as...Employment Agreement • October 21st, 1997 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • California
EXHIBIT 2.4 AMENDMENT NO. 1 TO THE GOLDWYN MERGER AGREEMENT AMENDMENT NO. 1 TO THE GOLDWYN MERGER AGREEMENT ("Amendment No. 1") dated as of May 29, 1996 by and among Metromedia International Group, Inc., a Delaware corporation ("Metromedia"), SGC...Merger Agreement • September 11th, 1997 • Metro-Goldwyn-Mayer Inc
EXHIBIT 99.3Stockholders Agreement • May 8th, 1997 • P&f Acquisition Corp • Services-motion picture & video tape production • Delaware
AGREEMENT dated as of February 12, 2001 by and between Metro-Goldwyn- Mayer Inc., a Delaware corporation (the "Corporation") and Metro-Goldwyn-Mayer ----------- Studios, Inc., a Delaware corporation ("MGM Studios" and together with the -----------...Indemnification & Liability • February 7th, 2002 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • Delaware
EXHIBIT 1.1 DEALER MANAGER AGREEMENT October 15, 1999 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION BANC OF AMERICA SECURITIES LLC c/o Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, NY 10172 Ladies and Gentlemen:...Dealer Manager Agreement • October 28th, 1999 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • New York
MGM ---Supplemental Executive Retirement Agreement • October 21st, 1997 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production
EXHIBIT 10.1 METRO-GOLDWYN-MAYER INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN This Non- Qualified Stock Option Agreement (the "Agreement") is entered into as of the Date of Grant set forth...Non-Qualified Stock Option Agreement • July 31st, 2001 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production
EXHIBIT 10.35 WAIVER AND AMENDMENT NO. 3 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT -------------------------------------------Shareholder Agreements • March 30th, 1999 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production
EXHIBIT 1.1 METRO-GOLDWYN-MAYER INC. (a Delaware corporation) 7,200,000 Shares of Common Stock U.S. PURCHASE AGREEMENT ----------------------- Dated: November __, 1997 TABLE OF CONTENTSu.s. Purchase Agreement • November 10th, 1997 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • New York
EXHIBIT 1.2 METRO-GOLDWYN-MAYER INC. (a Delaware corporation) 1,800,000 Shares of Common Stock INTERNATIONAL PURCHASE AGREEMENT Dated: November , 1997 TABLE OF CONTENTSInternational Purchase Agreement • November 10th, 1997 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • New York
AMENDMENT I TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT I dated as of March 30, 1998 to the Amended and Restated Credit Agreement dated as of October 15, 1997 (the "CREDIT AGREEMENT") among METRO- GOLDWYN-MAYER STUDIOS INC. ("MGM"), ORION...Credit Agreement • August 5th, 1998 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production • New York
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER............................................... 13 3.01. Ownership of Stock.......................................................................... 13 3.02. Corporate Existence and...Stock Purchase Agreement • September 11th, 1997 • Metro-Goldwyn-Mayer Inc • New York
EXHIBIT 10.13 [LETTERHEAD OF METRO-GOLDWYN-MAYER INC.] As of June 15, 1998 Daniel J. Taylor c/o Metro-Goldwyn-Mayer Inc. 2500 Broadway Street Santa Monica, CA 90404 Dear Mr. Taylor: Kindly refer to the Employment Agreement dated As of August 1, 1997...Employment Agreement • August 5th, 1998 • Metro-Goldwyn-Mayer Inc • Services-motion picture & video tape production
