INVESTMENT AGREEMENT dated as of July 11, 1996 (the "Investment
Agreement"), among Seven Network Limited ("Seven"), Tracinda Corporation
("Tracinda") (each, an "Investor") and P&F Acquisition Corp. ("Newco").
This Agreement confirms the understanding of the parties hereto
with respect to the proposed acquisition (the "Transaction") of
Metro-Xxxxxxx-Xxxxx Inc., a Delaware corporation ("MGM").
1. Definitions. Terms defined in the Term Sheet and not otherwise
defined herein are used herein as therein defined.
2. Purchase of Capital Stock. Subject to the terms and
conditions set forth herein and in Attachments A and B hereto (the
"Term Sheets"), when the conditions specified in paragraph 6 are
satisfied, each Investor will purchase shares of common stock of Newco
(the "Common Stock") representing 50% of the initial outstanding
Common Stock, and will purchase shares of Newco Series A Convertible
Preferred Stock (the "Preferred Stock") as described in Attachment A
hereto, for the dollar amounts set forth opposite such Investors'
names on the signature page hereof (such Investor's "Commitment").
3. Representations and Warranties of Seven. Seven represents and
warrants to Newco and Tracinda that: (a) Seven is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has full power and authority to
execute, deliver and perform this Agreement and the performance of
Seven's obligations hereunder have been duly authorized by all
necessary action (corporate or other) on the part of Seven; (b) this
Agreement has been duly executed and delivered by Seven and, assuming
the due execution and delivery thereof by Tracinda and Newco, is a
valid and binding obligation of Seven, enforceable in accordance with
its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws
affecting the rights of creditors generally and by general principles
of equity; (c) the execution and delivery of this Agreement by Seven
and the performance of Seven's obligations hereunder will not (i)
require the consent, approval or authorization of, or any
registration, qualification or filing with, any governmental agency or
authority or any other person or (ii) conflict with or result in a
material breach or violation of (A) any material agreement to which
Seven is a party or (B) assuming expiration of all applicable waiting
periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of
1976, as amended (the "HSR Act"), without objection to the
transactions contemplated hereby by the Department of Justice (the
"DOJ") or the Federal Trade Commission (the "FTC"), any applicable law
or regulation; and (d) there is no litigation, governmental or other
proceeding, investigation or controversy pending or, to Seven's
knowledge, threatened against Seven relating to the transactions
contemplated by this Agreement.
4. Representations and Warranties of Tracinda. Tracinda
represents and warrants to Newco and Seven that: (a) Tracinda is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has full power and authority
to execute, deliver and perform this Agreement and the performance of
Tracinda's obligations hereunder have been duly authorized by all
necessary action (corporate or other) on the part of Tracinda; (b)
this Agreement has been duly executed and delivered by Tracinda and,
assuming the due execution and delivery thereof by Seven and Newco, is
a valid and binding obligation of Tracinda, enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws
affecting the rights of creditors generally and by general principles
of equity; (c) the execution and delivery of this Agreement by
Tracinda and the performance of Tracinda's obligations hereunder will
not (i) require the consent, approval or authorization of, or any
registration, qualification or filing with, any governmental agency or
authority or any other person or (ii) conflict with or result in a
material breach or violation of (A) any material agreement to which
Tracinda is a party or (B) assuming expiration of all applicable
waiting periods under the HSR Act without objection to the
transactions contemplated hereby by the DOJ or the FTC, any applicable
law or regulation; and (d) there is no litigation, governmental or
other proceeding, investigation or controversy pending or, to
Tracinda's knowledge, threatened against Tracinda relating to the
transactions contemplated by this Agreement.
5. Representations and Warranties of Newco. Newco represents and
warrants to Seven and Tracinda that: (a) Newco is a newly-formed
corporation, duly organized, validly existing and in good standing
under the laws of the State of Delaware, and has full power and
authority to execute, deliver and perform this Agreement and the
performance of Newco's obligations hereunder have been duly authorized
by all necessary action (corporate or other) on the part of Newco; (b)
this Agreement has been duly executed and delivered by Newco and,
assuming the due execution and delivery thereof by Seven and Tracinda,
is a valid and binding obligation of Newco, enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws
affecting the rights of creditors generally and by general principles
of equity; (c) Newco has had no previous business activities and has
no liabilities beyond those incurred under the Engagement Letter (as
defined below) and this Agreement; (d) the authorized capital stock of
Newco consists solely of 10,000,000 shares of Common Stock and
1,000,000 shares of Preferred Stock, none of which are outstanding at
the date hereof and, except as provided herein and in the Term Sheets,
Newco does not and, as of the Closing Date will not, have any
obligations to issue any of its capital stock, no options, warrants or
other obligations to issue capital stock of Newco are outstanding and
Newco does not have any obligation to issue any such option, warrant
or other security, and there are no outstanding subscription, voting
or other similar agreements with respect to the issuance of any
capital stock of Newco; (e) the execution and delivery of this
Agreement and the performance of Newco's obligations hereunder will
not (i) require the consent, approval or authorization of, or any
registration, qualification or filing with, any governmental agency or
authority or any other person or (ii) conflict with or result in a
material breach or violation of (A) any material agreement to which
Newco is a party or (B) assuming expiration of all applicable waiting
periods under the HSR Act without objection to the transactions
contemplated hereby by the DOJ or the FTC, any applicable law or
regulation; and (f) there is no litigation, governmental or other
proceeding, investigation or controversy pending or, to Newco's
knowledge, threatened against Newco relating to the transactions
contemplated by this Agreement.
6. Conditions. The obligations of each Investor shall be subject
to the requirement that:
(a) concurrently with such Investor's purchase of Common and
Preferred Stock, Newco shall acquire all of the outstanding capital
stock of MGM at a price and on substantially the terms set forth in
the Stock Purchase Agreement attached as Attachment B hereto; and
(b) the other Investor and Xx. Xxxxxxx shall have complied with
their obligations hereunder.
7. Cooperation. Each party agrees to use all reasonable efforts
to cause the transactions contemplated by this Agreement to be
consummated as promptly as practicable pursuant to the provisions of
definitive documentation embodying the terms of this Agreement and the
Term Sheets. Each party agrees to use all reasonable efforts, acting
in good faith, to resolve, on a mutually acceptable basis, any
disagreements they may have with respect to such definitive
documentation and other material decisions relating to the
transactions contemplated hereby; provided that any failure to agree
on any such matter shall in no way affect the binding nature of any
party's obligations hereunder.
8. X.X. Xxxxxx Engagement. X.X. Xxxxxx will serve as the
exclusive financial adviser to Newco in connection with the
Acquisition and the placement or offering of the Common and Preferred
Stock. X.X. Xxxxxx is entitled to receive certain fees and
reimbursement of certain costs and expenses in accordance with the
engagement letter (the "Engagement Letter") dated July 11, 1996
between X.X. Xxxxxx and Newco, a copy of which letter has been
initialed by X.X. Xxxxxx and has been delivered to Tracinda and Seven.
9. Fees and Expenses. If the Acquisition is not consummated,
each Investor shall pay its own costs and expenses incurred in
connection with the transactions contemplated hereby, and one-half of
all costs and expenses incurred by Newco, Gen-Star (as hereinafter
defined) and Xx. Xxxxxxx in connection with efforts by the management
group to acquire MGM (including any amounts owing under the Engagement
Letter and the predecessor Engagement Letter between X.X. Xxxxxx and
Gen-Star Pictures International LLC ("Gen-Star") and the reasonable
documented fees and expenses of legal counsel and public relations
firms). Excluding any fees (but not expenses) payable to X.X. Xxxxxx
pursuant to the Engagement Letter, the total of such reimbursable
costs and expenses shall not exceed $900,000. If the Acquisition is
consummated, all costs and expenses incurred by each Investor, Newco,
Gen-Star and Xx. Xxxxxxx in connection with efforts by the management
group to acquire MGM shall be borne by Newco.
10. Bidding. So long as this Agreement shall remain in effect, all
material decisions with respect to the Transaction shall require the
unanimous approval of the Investors and Xx. Xxxxxxx.
00. Publicity. Each party hereto agrees to consult with the
other parties and to coordinate the issuance of any press release or
similar public announcement or communication relating to the
transactions contemplated hereby; provided that none of the parties
hereto shall be restrained, after notice, and after reasonable
commercial efforts are made to consult with the other parties, from
making such disclosure as it shall be advised by its outside legal
counsel that it is required to make by law, administrative regulation
or by the regulations of any stock exchange or interdealer quotation
system.
12. Termination. This Investment Agreement shall terminate
without liability to any party hereunder, upon the earlier to occur of
(a) the Closing of the Transaction, (b) two business days after the
receipt by any party hereto of notice or communication from CDR (as
hereinafter defined) that (i) the bid by Newco as contemplated by this
Investment Agreement was unsuccessful or (ii) that CDR was entering
into an agreement with another bidder for MGM, unless, in the case of
(b), each of the parties hereto agrees in writing prior to the end of
such two-day period on the terms of (x) a revised bid and (y) an
extension of this Agreement, or (c) on or after July 31, 1996, upon
the election of any party hereto, if the bid contemplated by this
letter has not been accepted on or before July 31, 1996.
Notwithstanding the foregoing, the obligations of the parties under
paragraphs 9 (as to fees and expenses) and 14 (as to indemnification)
shall survive any such termination.
13. Notices. Promptly upon receipt by any party hereto of any
written notice or communication from Consortium de Realisation
("CDR"), such party shall advise each other party hereto of the
substance of such communication. Notices and other communications
required or permitted hereunder shall be effective if delivered in
person or sent by telecopy or by certified mail, return-receipt
requested, upon such delivery in person, upon receipt by the sending
party of confirmation if by telecopy, or upon receipt, if mailed, in
each case addressed as follows: if to Newco, c/o Gibson, Xxxx &
Xxxxxxxx, 000 X Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000, Attention: Xxxxx
Xxxxx (Telephone (000) 000-0000, Telecopy (000) 000-0000); if to
Tracinda, at 0000 Xxxxx Xxxx, Xxx Xxxxx, XX 00000 Attention: Mr.
Xxxxxx Xxxx (Telephone (702) ____-____; Telecopy (000) 000-0000) with
a copy to Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, Xxx Xxx Xxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxx
(Telephone: (000) 000-0000; Telecopy (000) 000-0000); and if to Seven,
c/o Culmen Group, L.P., 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxx
00000, Attention: Xxxxxxx X. Xxxxxxx (Telephone (000) 000-0000;
Telecopy (000) 000-0000) and XXX0, Xxxxx Xxxx, Xxxxxx XXX 0000,
Xxxxxxxxx, Attention: Xxxx Xxxx, Managing Director (Telephone (612)
000-0000, Telecopy (000) 000-0000 or (000) 000-0000; with a copy to
Xxxxx, Xxxx & Xxxxxxx, 000 Xxxx Xxxxxx, Xxxx Xxxxx, XX 00000,
Attention: F. Xxxxxxx Xxxxxxxx (Telephone (000) 000-0000, Telecopy
(000) 000-0000).
14. Indemnification. If the Acquisition is not consummated as a
result of an Investor's breach of its obligations hereunder, the
Investors, on a 50/50 basis shall indemnify Xx. Xxxxxxx for all costs,
expenses, fees and liabilities incurred by Xx. Xxxxxxx in connection
with any lawsuit or claim against him arising out of efforts by the
management group to acquire MGM to the extent such costs, expenses,
fees and liabilities are not covered by his indemnification or other
arrangements from another person. Xx. Xxxxxxx shall use reasonable
efforts to obtain such complete indemnification from MGM and any other
person reasonably suggested by the indemnifying party.
15. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New
York without regard to conflict of laws principles.
16. Assignment. This Agreement may not be assigned in whole or
in part without the prior consent in writing of each other party
hereto except that an Investor may, in lieu of purchasing its
Commitment directly, effect its purchase of Common Stock hereunder
through one wholly-owned subsidiary. If an Investor shall purchase
such Common Stock through a subsidiary, such Investor and its
subsidiary will remain bound by all the terms of this Agreement and
the Investor will retain beneficial ownership of all of the
outstanding equity interests, direct or indirect, of such subsidiary
for so long as such subsidiary owns any securities of Newco.
17. Counterparts. This Agreement may be signed in counterparts.
18. Binding Obligation. It is understood that this Agreement
constitutes a legally binding obligation of the parties hereto.
P&F Acquisition Corp.
By: --------------------
Name: Xxxxx Xxxxxxx
Title: Chairman and Chief Executive Officer
Agreed to:
Common Stock Preferred Stock
Seven Network Limited $200,000,000 $50,000,000
By: --------------------
Name:
Title:
Tracinda Corporation $200,000,000 $400,000,000
By: --------------------
Name:
Title:
TOTAL COMMITMENTS: $400,000,000 $450,000,000
The undersigned hereby agrees with Seven and Tracinda that he
shall serve as Chief Executive Officer of Newco substantially on the
terms agreed among the parties hereto.
--------------------------
Xxxxx Xxxxxxx
SCHEDULE I
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SHAREHOLDERS' AND MANAGEMENT AGREEMENT
--------------------------------------
Definitions: Terms defined in the Investment Agreement
(including Attachments A and B thereto)
and not otherwise defined herein are used
herein as therein defined.
Board of Directors: The By-Laws of Newco will provide 7
directors. Each Investor will have the
right to appoint three directors
(collectively, the "Investor Directors")
and Xx. Xxxxx Xxxxxxx ("Xx. Xxxxxxx")
will serve as a director and chairman of
the board of directors for so long as he
is employed by MGM. The Preferred Stock
shall be non-voting until the fourth
anniversary of the Closing. On and after
the fourth anniversary of the Closing,
the Preferred Stock shall be entitled to
vote together with the Common Stock on
all matters submitted to the Common Stock
for voting, with the Preferred Stock
having a number of votes equal to the
number of shares of Common Stock into
which the Preferred Stock is
convertible. Subject to the obligation
to elect Xx. Xxxxxxx to the Board as
described herein, after the Preferred
Stock becomes entitled to vote, each
Investor shall be entitled to
representation on the seven-member.
Board of Directors in proportion to its
relative voting power. Conversion of
Preferred Stock prior to the forth
anniversary of the Closing Date shall not
affect the election of directors under
the Shareholder Agreement.
Until the fourth anniversary of
the Closing, a director may only
be removed or replaced by the
shareholder that appointed such
director. The Investors shall
agree to vote their shares of
Common Stock (and Preferred Stock,
if applicable) to elect Xx.
Xxxxxxx as a director, and shall
not be entitled to remove him as a
director, for so long as he shall
serve as chief executive officer
of MGM.
Approval of all
Investor Directors Required: The following actions will require the
approval of all of the Investor Directors
and (except as to item 10), during the
first three years following the Closing
so long as Xx. Xxxxxxx is Chief Executive
Officer of MGM, the vote of Xx. Xxxxxxx:
(1) incurrence of indebtedness
for borrowed money and
guaranties (as to be defined
in the definitive agreements
relating to the Transaction)
(other than as expressly
provided in the Investment
Agreement or the Term
Sheets) other than as set
forth in the business plan,
if the amount of such
incurrence if the total
principal amount of such
indebtedness would exceed
[$25,000,000] after giving
effect to such incurrence,
subject to certain
exclusions;
(2) issuances of any capital
stock or Securities
convertible into capital
stock of MGM or any of its
subsidiaries, other than
such issuance to Newco or
any one or more of its
direct or indirect
wholly-owned subsidiaries;
(3) issuances of any capital
stock, or Securities
convertible into capital
stock of Newco (other than
as expressly provided in the
Investment Agreement or the
Term Sheets);
(4) sale of substantially all of
the assets of Newco and its
subsidiaries or approval of
any merger or consolidation
involving Newco;
(5) repurchase of Common Stock
or Preferred Stock from any
shareholder, with certain
limited exceptions for
repurchases of Common Stock
issued to Management, as
contemplated below;
(6) amendments to the charter
documents or by-laws of
Newco or any of the
documents relating to the
Transaction;
(7) the adoption of any "poison
pill" or shareholder rights
plan, or any similar
arrangement by Newco;
(8) any transaction or action
which would result in Newco
and its subsidiaries, taken
as a whole, conducting or
engaging in any business
that is material to Newco
and its subsidiaries taken
as a whole that is other
than the business being
conducted by MGM and its
subsidiaries as of the
Closing Date;
(9) any amendment to the
employment or other
agreements between Newco and
Xx. Xxxxxxx, the termination
of Xx. Xxxxxxx'x employment
prior to the expiration of
his employment agreement and
the selection of his
successor;
(10) approval of the annual
business plan and budget and
any material variances
therefrom; and
(11) filing a voluntary petition
in bankruptcy.
(12) transactions with affiliates;
Majority Approval
Requirements: The following actions will require the
approval of a majority of the directors
of Newco:
(1) declaration of dividends.
(2) greenlighting of any single
film or other single
production with budgeted
direct negative costs
greater than $[85,000,000];
(3) material acquisitions and asset
sales; and
(4) material joint ventures or
licensing agreements outside
the ordinary course of
business.
Management: Xx. Xxxxxxx will serve as Chief Executive
Officer of Newco and MGM. Except for
those actions requiring approval of the
board of directors of Newco as set forth
above or as required by law, the Chief
Executive Officer will have the authority
to run the business and affairs of Newco
and its subsidiaries including the power
to:
(1) hire and enter into
employment contracts with
officers and employees of
Newco and subsidiaries;
(2) discharge any officer or
employee of Newco or any of
its subsidiaries and to
enter into any settlements
in connection therewith;
(3) greenlight any film or other
production not requiring
approval of the board of
directors;
(4) incur indebtedness not
requiring approval of the
board of directors; and
(5) acquire, sell, transfer,
license or otherwise dispose
of any assets of Newco or
its subsidiaries not
requiring approval of the
board of directors.
Management Employment
Agreements: FM will agree to a five-year contract
with terms and conditions
customary for executives of his
stature within the entertainment
industry. He will use his
reasonable efforts to negotiate
employment contracts with other
key members of his existing
management team.
Management Incentive Plan: Newco will establish a senior management
incentive program for FM and other
executives selected by FM. The program
will be structured in such a way that
economic benefits will accrue to FM and
the other executives in a manner which
will aggregate $130 million in the event
the "enterprise value" of Newco increases
by 100% over a five-year period and $300
million in the event the "enterprise
value" of Newco increases by 200% over a
five-year period. Benefit amounts will
be derived proportionately to reflect
changes in "enterprise value" above and
below such guidelines. To the extent the
increase in the enterprise value exceeds
200%, the aggregate economic benefit to
the incentive program shall be 14% of
such excess. To the extent the increase
in the enterprise value is greater than
zero and less than 100%, the aggregate
economic benefit to the incentive program
shall be 11% of such increase in the
enterprise value. The economic benefits
which the program will accrue will be a
combination of cash, restricted stock,
stock options, warrants and other forms
of consideration and the program will be
structured in a manner to maximize the
after-tax benefits to program
participants, including a mutually agreed
upon equity financing package, and other
reasonable methods to maximize after-tax
value.
The incentive program will provide
for ratable vesting over five
years from date of grant.
Participants in the program at its
inception shall be deemed to have
commenced participation at the
closing of the acquisition of MGM.
Awards under the incentive program
will automatically vest with
respect to any participant in the
program upon certain events,
including but not limited to: (i)
the termination or constructive
termination of the participant
without cause, (ii) the
participant's resignation for good
cause, (iii) the participants
death or disability or (iv) a
change in control of Newco. If any
initial investor in Newco should
dispose of any portion of its
equity, Management shall have the
right to dispose of a similar
percentage of its vested incentive
interest. If an initial public
offering of Newco's Common Stock
or another liquidity event has not
occurred by the fifth anniversary
of the Closing, then from April 1
through April 30 of each year
after such fifth anniversary and
until an initial public offering
of Common Stock or another
liquidity event occurs,
participants in the plan may
require Newco to pay out any
cash-based awards and to redeem
any Common Stock acquired under
the incentive plan based upon the
fair market value of Newco, as
determined as of December 31 of
the prior year by an investment
banking firm of nationally
recognized standing; provided,
however, that Newco's obligations
hereunder will be subject to all
covenants in its credit agreements
and applicable state law.
Participants in the incentive plan
will be entitled to certain
registration rights with respect
to stock-based awards received
under the plan.
Transfers of Common Stock
and Preferred Stock: Until the third anniversary of the
Closing, no holder of shares of Common
Stock or Preferred Stock (the
"Securities") shall transfer any such
Securities. After the third anniversary
of the Closing and prior to the fifth
anniversary of the Closing, holders of
Securities shall be entitled to transfer
any such Securities, subject to the
following:
(1) Any holder wishing to
transfer any Securities shall give
all other holders of Securities
(including management) a
reasonable opportunity to transfer
the same proportion of such
persons Securities in the same
transaction;
(2) Neither Investor shall
reduce such Investor's holdings of
Common Stock to less than 50% of
the number of shares of Common
Stock acquired by such Investor at
the Closing ("Initial Shares");
(3) No transferee of any of
the Securities shall be assigned
any of the corporate governance
rights granted to the Investor in
connection with the Transaction;
(4) In the event that,
during the fourth year after the
Closing, after any such transfer,
any Investor shall hold a smaller
number of Initial Shares than the
other Investor, the
representatives of the Investor on
the seven-member Board shall be
appropriately adjusted so that
each Investor shall have
representation on the Board
proportionate to such Investor's
ownership of Initial Shares
(subject to the obligations to
elect Xx. Xxxxxxx as a director,
as provided elsewhere herein); and
(5) After the fifth
anniversary of the Closing, there
shall be no restrictions
whatsoever on the ability of any
holder of Securities to transfer
any or all of such person's
Securities.
Registration Rights: Each Investor shall be entitled to three
demand and unlimited S-3 and piggyback
registration statements. Members of
management who wish to sell a minimum
number of shares (to be determined) of
Common Stock shall be entitled to _____
demand registration statements and
management shareholders shall be entitled
to unlimited S-3 and piggyback
registration statements. All costs and
expenses incurred in connection with all
of the foregoing registration statements
shall be paid by Newco.
Indemnification: Newco's charter documents will provide
that Newco will indemnify and hold
harmless its officers and directors to
the maximum extent allowable under law,
and Newco will obtain director and
officer liability insurance in amounts
and with such coverages as are agreed
upon by the Investors and Xx. Xxxxxxx'x
specific provisions will be included to
clarify that the indemnification will
cover any and all actions taken by
members of management and board in
connection with the auction of MGM and
management's efforts to assemble a bid
group to acquire MGM.
Term of the Shareholders
Agreement: Five years after Closing (except for
provisions that specifically provide that
they extend beyond five years).
AMENDMENT NO.1 TO INVESTMENT AGREEMENT DATED AS OF JULY 11, 1996,
AMONG SEVEN NETWORK LIMITED, TRACINDA CORPORATION AND P&F ACQUISITION CORP.
1. The parties hereto are parties to an Investment Agreement (the
"Investment Agreement") dated July 11, 1996.
2. The parties hereto wish to amend the Investment Agreement and
related attachments as herein provided. Capitalized terms used herein
and not otherwise defined shall have the meaning assigned such terms
in the Investment Agreement.
The parties hereto agree as follows:
1. Amendment to Investor Commitments. The commitment of each
Investor to purchase capital stock of Newco specified on the signature
page to the Investment Agreement is hereby amended as follows:
Common Stock Preferred Stock
------------ ---------------
Seven Network $200,000,000 $ 50,000,000
Tracinda Corporation $200,000,000 $450,000,000
Total Commitments $400,000,000 $500,000,000
============ ============
2. Amendment to Term-Sheet. The number "450,000" in each of (i)
the third line aside the Equity Capitalization caption in the term
sheet and (ii) the fourth line aside the Conversion caption in the
term-sheet, is hereby replaced with the number "500,000".
In addition, the amount of "$375 million" in the fifth line aside
the Debt Capitalization caption in the term-sheet is hereby replaced
with the amount of "$400 million".
3. Miscellaneous. (a) Except as otherwise amended hereby, the
terms of the Investment Agreement remain in full force and effect, and
any references in the Investment Agreement and the related attachments
to the Investment Agreement shall mean the Investment Agreement as
amended by this Amendment No. 1.
(b) This Amendment No. 1 shall be governed by, and construed in
accordance with, the internal laws of the State of New York (without
regard to conflict of law principles).
(c) This Amendment No. 1 may be signed in counterparts.
Very truly yours,
P&F Acquisition Corp.
By:
--------------------
Name: Xxxxx Xxxxxxx
Title: Chairman and Chief
Executive Officer
Tracinda Corporation
By:
--------------------
Name:
Title:
Seven Network Limited
By:
--------------------
Name:
Title:
I agree to the foregoing amendments
to the Investment Agreement.
-----------------------------------
Xxxxx Xxxxxxx
