- 51 -
2. Exchange and Contribution Agreement
On December 11, 1996, SMP, CDR, CLIS, Generale Bank, and
Rockport Capital entered into an exchange and contribution
agreement (the exchange and contribution). Under this agreement,
CLIS and Generale Bank agreed to contribute assets to SMP in
exchange for preferred membership interests in SMP. According to
the exchange and contribution agreement, CLIS was to contribute
its SMHC stock and the $79 million receivable.28 Generale Bank
was to contribute $974 million in receivables. Schedule 1 of the
exchange and contribution agreement described the $79 million
receivable and the $974 million in receivables as follows:
Holdings-CLIS Debt
$79,912,955.34 principal amount of indebtedness,
outstanding under the MGM Working Capital Credit
Agreement dated as of December 30, 1993 between Metro-
Goldwyn-Mayer Inc. (“MGM”) and Credit Lyonnais SA.
originally owing by MGM and assumed by Santa Monica
Holdings Corporation (then known as MGM Group Holdings
Corporation and herein “Holdings”) on October 9, 1996,
together with all accrued interest thereon.
Holdings-GB Debt
Indebtedness owing by Holdings to Generale Bank
Nederland (formerly known as Credit Lyonnais Bank
Netherlands) for borrowed money aggregating no less
than $974,296,600.85, together with all accrued
interests thereon, including that indebtedness
evidenced by a promissory note dated December 30, 1993
in the principal amount of $965,904,188.96 and by a
promissory note dated October 26, 1994. * * *
28 As previously noted, on Oct. 15, 1996, MGM Group Holdings
had changed its name to Santa Monica Holdings Corp. (SMHC).
Page: Previous 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 NextLast modified: May 25, 2011