Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 153

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          able to reach an accord with its creditors and emerge from                  
          bankruptcy.                                                                 
               In connection with the $145 million facility agreement,                
          Pathe and certain of Melia’s stockholders and subsidiaries                  
          entered into certain agreements in April 1991, whereby those                
          parties guaranteed MGM-Pathe’s obligations under the $145 million           
          facility agreement and pledged to CLBN all shares of Pathe, MGM-            
          Pathe, and Melia owned by those parties, to secure all                      
          indebtedness then owing by Pathe (and certain affiliates) to CLBN           
          (the 1991 pledge agreement).  The shares covered by these                   
          agreements represented approximately 89.3 percent of the                    
          outstanding common stock of Pathe and 98.5 percent of the stock             
          of MGM-Pathe, which shares were held in irrevocable voting trust            
          agreements in favor of CLBN.  As part of this process, Mr.                  
          Parretti entered into corporate governance agreements with CLBN             
          wherein Mr. Parretti and Pathe ceded responsibility for the day-            
          to-day management of MGM-Pathe to Credit Lyonnais.  On June 17,             
          1991, as a result of certain actions by Mr. Parretti in violation           
          of the corporate governance agreements between him and CLBN, CLBN           
          removed Mr. Parretti and certain other directors of MGM-Pathe.              
               F.  Credit Lyonnais Takes Control of MGM                               
               As of June 1991, Credit Lyonnais exercised effective control           
          over MGM-Pathe.  It controlled all management decisions at MGM-             
          Pathe and elected MGM-Pathe’s board of directors.  During this              






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