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Confidential non-binding discussion document


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CONFIDENTIAL NON-BINDING DISCUSSION DOCUMENT


Summary of Changes:


  • Terms relating to Bond films will cover 3 pictures, all other terms are 5 years







  • TV Co-production

    • MGM is not given the option to co-produce and internationally distribute SPE’s series




  • Fees

    • SPE’s fee on Bond if 25% financed is 8% (vs. 6%)

    • SPE’s fee on Bond if 50% financed is 5% (vs. no fee)




  • Theatrical release dates and VOD dates







Term

  • Five years. Regardless of term, SPE will participate in 3 Bond Films

Film financing, Guarantees of P&A, Buy-out of Tail Periods

  • SPE financing of MGM films

    • 3 Bond Films-- SPE will have the option to invest (with a fee) up to 25%, or if SPE elects to distribute theatrically at no fee, up to 50% in all future James Bond Films over the term of the relationship

    • Others -- To the extent that MGM seeks co-financing on non-James Bond films, SPE will have first right to opt-in on pre-agreed terms. If SPE elects not to finance, MGM can elect to use SPE on a rent-a-system basis or use another distributor. Changed elements would apply

  • MGM financing of SPE films

    • MGM will have the option to finance up to 50% of Zookeeper and 50% of Total Recall (with SPE having an option to cram down to 25%)

    • In addition, SPE will show to give MGM three films per year with negative costs in excess of $25 million and MGM will have the option to invest up to 50% (with SPE having an option to cram down to 25%) in one of those three films

  • Guarantee of P&A

    • For all films submitted by MGM to Sony for distribution and/or co-financing, MGM will provide a Corporate or Bank guarantee for P&A. SPE and MGM will also explore the potential for MGM to guarantee P&A on films that MGM invests in

  • Buy-out of tail periods

Distribution and Fees on New Releases

  • James 3 Bond Films

    • Worldwide Theatrical and Physical Home Entertainment: SPE for a 68% fee if SPE invests 25% in the film, no feeand a 5% if SPE invests 50% in the film

    • Worldwide Television: MGM

  • MGM Rent-a-system Films

    • Worldwide Theatrical and Physical Home Entertainment: SPE for a 10% fee

    • Worldwide Television: MGM, or if MGM seeks third party distribution, SPE will have a first right for a 10% fee

  • MGM Films co-financed by SPE

    • Worldwide Theatrical and Physical Home Entertainment: SPE for a 9% fee

    • Worldwide Television: MGM, or if MGM seeks third party distribution, SPE will have a first right for a 9% fee

  • SPE Films co-financed by MGM

    • Worldwide Theatrical and All Home Entertainment (Physical and Digital): SPE for a 9% fee

    • Worldwide Television: MGM, with requirement that MGM generates revenues equal to what SPE included in its greenlight model

Selection of Theaterical Release Dates and VOD Dates (Including Premium VOD)

  • Bond Films – In-line with prior practice

  • SPE Films (including those co-financed by MGM) – SPE’s sole discretion

  • MGM Films distributed theatrically by SPE - Mutual approval with SPE having a tie breaker

Home Entertainment Distribution Responsibilities

  • Physical

    • SPE to handle physical distribution of all of MGM’s New Release products (with fees outlined above)

    • SPE to handle physical distribution of MGM’s Catalog product for a fee of 10%

    • MGM to bear transition costs of $5 - $7MM

  • Digital

Television Networks and Co-productions

  • MGM Networks

    • SPT assists MGM Networks with back office and/or ad sales & distribution sales for a fee/price + an equity relationship. Equity specifics TBD pending discussion with MGM.

  • Co-production

    • SPT has first option on MGM’s TV development for 50/50 creative control, co-financing of project and resulting pilot and series, and split distribution with MGM

    • If an SPT producer is assigned to the project, then SPT chooses which distribution region (US or International)

    • SPT is the physical producing party

Other


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