Claymont Investments, Inc., As Successor in Interest to New CCI, Inc. and Subsidiaries - Page 6

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               B.   Technicolor’s Customer Relationships                              
               In 1986, Paramount Pictures Corp. (Paramount), a                       
          noncontractual customer of Technicolor since 1923, entered into             
          its first contract with Technicolor.  Under this contract,                  
          Technicolor received one-half of Paramount’s film processing                
          business.  In 1987, Technicolor became Paramount’s exclusive film           
          processor.  In 1992, after the expiration of its contract with              
          Technicolor, Paramount entered into a contract with Deluxe.                 
          After Paramount signed with Deluxe, it continued to do business             
          with Technicolor under an exception to an exclusivity provision             
          (i.e., a contractual provision in which a customer agrees to                
          purchase a particular product or service from only one company)             
          in Paramount’s contract with Deluxe.                                        
               Metro-Goldwyn-Mayer/United Artists (MGM/UA) became a                   
          Technicolor customer in 1924.  In 1987, MGM/UA split its film               
          processing work between Technicolor and Deluxe and became a                 
          significant noncontractual customer of Technicolor.  At the time            
          of the acquisition, Technicolor did not have a film processing              
          contract with MGM/UA.  In addition, the preacquisition review did           
          not project 1989 revenues relating to MGM/UA.  In 1991, MGM/UA              
          entered into a contract with Deluxe, but continued to do business           
          with Technicolor.                                                           
               On October 21, 1988, Management Co. Entertainment Group,               
          Inc. (MCEG), a newly formed independent film production company,            

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