Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 219

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          December 30, 1993 (the working capital agreement).  The working             
          capital agreement provided for payment of interest on the amounts           
          that Credit Lyonnais had previously lent to MGM.  These amounts             
          became due on July 15, 1997.  New MGM executed a $490 million               
          note dated December 30, 1993.  In connection with the working               
          capital agreement and the New MGM credit agreement, MGM Group               
          Holdings pledged its New MGM stock, as well as New MGM’s film and           
          other assets, to Credit Lyonnais.                                           
               CLBN advanced $8,994,970.32 in additional funds to MGM Group           
          Holdings pursuant to a demand promissory note (CLBN demand note)            
          and an irrevocable notice of drawing, both dated October 26,                
          1994.  On April 26, 1995, MGM Group Holdings made an additional             
          drawing of $595,750.56 under the CLBN demand note.  In all, CLBN            
          advanced a total of $9,590,720.88 in additional funds to MGM                
          Group Holdings.                                                             
               H.  Carolco Pictures, Inc.                                             
               In 1993, Credit Lyonnais, using MGM as a vehicle, made an              
          investment in Carolco Pictures, Inc. (Carolco), and sought to               
          take an active role in that company’s operations.  Carolco had              
          been a major motion picture producer, producing some of the                 
          highest revenue-grossing motion pictures ever made, including               
          “Terminator 2: Judgment Day”, “Total Recall”, “Cliffhanger”,                
          “Basic Instinct”, and “Rambo: First Blood Part II”.  Carolco                
          initially produced four to six major motion pictures a year but,            






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