AGREEMENT AND PLAN OF MERGER by and between LOC ACQUISITION COMPANY and METRO- GOLDWYN-MAYER INC. Dated as of September 23, 2004Agreement and Plan of Merger • October 4th, 2004 • LOC Acquisition CO • Services-motion picture & video tape production • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 23, 2004, by and between LOC Acquisition Company, a Delaware corporation (“Newco”), and Metro-Goldwyn-Mayer Inc., a Delaware corporation (the “Company”).
DEPOSIT AGREEMENTDeposit Agreement • October 4th, 2004 • LOC Acquisition CO • Services-motion picture & video tape production • Delaware
This agreement (this “Agreement”), dated as of September 13, 2004, is by and between Metro-Goldwyn-Mayer Inc. (“MGM”) and Sony Corporation of America (“SCA”).
AMENDMENT NO. 1 TO DEPOSIT AGREEMENTDeposit Agreement • October 4th, 2004 • LOC Acquisition CO • Services-motion picture & video tape production • Delaware
This Amendment No. 1 (this “Amendment”) to the Deposit Agreement, dated September 13, 2004 (the “Deposit Agreement”), is dated as of September 23, 2004 and is by and between Metro-Goldwyn-Mayer Inc. (“MGM”) and Sony Corporation of America (“SCA”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 4th, 2004 • LOC Acquisition CO • Services-motion picture & video tape production
In accordance with Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, each of the persons named below hereby (i) consent to the joint filing by any of them of a Statement on Schedule 13D relating to the shares of common stock of Metro-Goldwyn-Mayer Inc., $0.01 par value per share, (ii) affirms that this Schedule 13D is being filed on behalf of each of the persons named below and (iii) agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Rule 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 4th, 2004 • LOC Acquisition CO • Services-motion picture & video tape production • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of September 23, 2004 (this “Agreement”), by and among Tracinda Corporation, a Nevada corporation (“Nevada”), 250 Rodeo, Inc., a Delaware corporation (“Delaware” and, together with Nevada, the “Principal Stockholders”), and LOC Acquisition Company, a Delaware corporation (“Newco”).
