0001193125-04-161562 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and between LOC ACQUISITION COMPANY and METRO- GOLDWYN-MAYER INC. Dated as of September 23, 2004
Merger Agreement • September 24th, 2004 • Metro-Goldwyn-Mayer Inc • 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”).

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AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • September 24th, 2004 • Metro-Goldwyn-Mayer Inc • 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”).

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