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these letters and summarizing the information and documentation
received. On December 6, 1996, Mr. Wofford faxed to Mr. Lerner’s
representative, James M. Rhodes: (i) The debt release and
assumption agreement dated as of October 9, 1996, by and among
MGM Group Holdings, MGM, and Credit Lyonnais; and (ii) the
certificate of amendment of MGM Group Holdings, changing its name
to SMHC.
B. Negotiation and Drafting Process
At some point, Mr. Lerner, on behalf of Rockport Capital,
and Mr. Jouannet, on behalf of CDR, decided to move forward with
a transaction involving MGM Group Holdings. Negotiations
concerning this proposed transaction continued throughout October
and November 1996. The law firm of White & Case, LLP,
represented the interests of CDR during the course of the
negotiation, drafting, and agreement process with the Ackerman
group. Sean Geary was the lead attorney in White & Case’s
representation of CDR.
1. Rockport Capital Confirms Its Interest
On September 11, 1996, Mr. Lerner sent a letter to Mr.
Geary, as counsel for CDR, confirming “the interest of Rockport
Capital * * * in MGM Holdings, Inc. * * * and the U.S. tax
attributes which may relate to the direct and indirect
investments by Credit Lyonnais, S.A., and * * * [CDR] in Metro-
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