Amendment No 1 to the Deposit Agreement



 EXHIBIT 10.2 
 EXECUTION COPY 
  
 AMENDMENT NO. 1 TO 
 DEPOSIT AGREEMENT 
  
 This Amendment No. 1 (this “Amendment”) to the Deposit Agreement, dated September 13, 2004 (the
“Deposit Agreement”), is dated as of September 23, 2004 and is by and between Metro-Goldwyn-Mayer Inc. (“MGM”) and Sony Corporation of America (“SCA”). 
  
 WHEREAS, on September 12, 2004, SCA provided MGM with a proposed Agreement
and Plan of Merger (together with the changes agreed to by MGM and SCA on September 13, 2004, the “Proposed Merger Agreement”), by and between MGM and an entity (“Newco”) to be formed by SCA, Providence Equity
Partners IV, L.P. (“Providence”), TPG Partners IV, L.P. (“TPG”) and DLJ Merchant Banking Partners III, L.P. (“DLJ”) and related documents; 
  
 WHEREAS, on September 13, 2004, MGM and SCA executed the Deposit Agreement
providing for the deposit by SCA of the Unconditional Non-Refundable Deposit (as defined in the Deposit Agreement) to an account specified by MGM on the terms and subject to the conditions set forth in the Deposit Agreement; and 
  
 WHEREAS, MGM and SCA wish to amend Section 7 of the Deposit Agreement in its
entirety. 
  
 NOW THEREFORE, in consideration of the
representations, warranties and covenants set forth in this Amendment and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the terms and conditions set forth herein, the parties
hereto agree as follows: 
  
 1. Capitalized terms used but not
defined in this Amendment shall have the meaning provided in the Proposed Merger Agreement. 
  
 2. Except as specifically amended hereby, the Deposit Agreement shall continue in full force and effect in accordance with the provisions thereof in existence on the date hereof. Unless the context otherwise requires,
after the date hereof, any reference to the Deposit Agreement shall mean the Deposit Agreement as amended hereby. 
  
 3. Section 7 of the Deposit Agreement shall be deleted in its entirety and replaced with the following: 
  
 “7. MGM shall return the Unconditional Non-Refundable
Deposit to SCA upon the earlier of (a) the Effective Time; (b) the occurrence of both of the following events: (i) MGM does not enter into a Definitive Agreement with Newco and (ii) within 270 days of September 13, 2004, MGM enters
into a binding agreement with a Third Party (other than the Principal Stockholders) providing for a Takeover Proposal (with all percentages in the definition of Takeover Proposal increased to 50%); (c) the date on which the Termination Fee becomes
payable to Newco in accordance with the terms of the Definitive Agreement; provided that if the Termination Fee becomes payable because the Definitive Agreement is terminated pursuant to Section 8.1(d)(ii), then the Unconditional
Non-Refundable Deposit shall not be returned to SCA by MGM unless, 







 within nine (9) months of termination of the Merger Agreement pursuant to Section 8.1(d)(ii), MGM enters
into a binding agreement with a Third Party (other than the Principal Stockholders) providing for a Takeover Proposal (with all percentages in the definition of Takeover Proposal increased to 50%) and (d) a court of competent jurisdiction shall have
determined that a Company Material Adverse Effect has occurred. In the event MGM returns the Unconditional Non-Refundable Deposit to SCA pursuant to this Section 7, then it shall also return all interest and earnings thereon, which shall equal (a)
the actual interest and earnings thereon for such period as the Unconditional Non-Refundable Deposit is held in the Separate Account and (b) deemed interest at a rate of 4% per annum for any period after the withdrawal of the Unconditional
Non-Refundable Deposit from the Separate Account through the date prior to the return thereof to SCA.” 
  
 4. This Amendment may be executed in two (2) counterparts, each of which shall be considered one and the same agreement and shall become effective when
such counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. 
  
 5. Any legal action, suit or proceeding arising out of or relating to this Amendment or the transactions provided for herein
shall be brought solely in the Federal courts of the United States located in the State of Delaware; provided that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or
proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York; provided, further, that if (and only after) both the Federal courts of the United States
located in the State of Delaware and the United States District Court for the Southern District of New York determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding
shall be brought in the Chancery Court of the State of Delaware. Each party to this Amendment hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any legal action, suit or proceeding arising out of or relating to
this Amendment or the transactions provided for herein, and hereby waives, and agrees not to assert, as a defense in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that the
action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper or that this Amendment or the transactions provided for herein may not be enforced in or by such courts. Each party agrees
that notice or the service of process in any action, suit or proceeding arising out of or relating to this Amendment or the transactions provided for herein shall be properly served or delivered if delivered in the manner contemplated by Section 6.
In addition, each of the parties hereto waives any right to trial by jury with respect to any claim or proceeding related to or arising out of this Amendment or any of the transactions provided for herein. 
  
 6. All notices and other communications hereunder shall be in writing and
shall be deemed given upon receipt by the parties at the following addresses (or at such other address for a party as shall be specified by like notice): 
  

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	 	(a)	if to SCA, to 

  
 Sony Corporation of America 
 550 Madison
Avenue, 34th Floor 
 New York, New York 10022 
 Attention: Robert S. Wiesenthal 
 Telecopy: (212) 833-7752 
  
 with a copy to: 
  
 Dewey Ballantine LLP 
 1301 Avenue of the Americas 
 New York, New
York 10019 
 Attention: Morton A. Pierce, Esq. 
                  Michael J. Aiello, Esq. 
 Telecopy: (212) 259-6333 
  

	 	(b)	if to MGM, to 

  
 Metro-Goldwyn-Mayer Inc. 
 10250
Constellation Boulevard 
 Los Angeles, California 90067 
 Attention: General Counsel 
 Telecopy: (310) 586-8193 
  
 with a copy to: 
  
 Latham & Watkins LLP 
 885 Third Avenue, Suite 1000 
 New York, NY
10022-4802 
 Attention: Charles M. Nathan 
 Telecopy: (212) 751-4864 
  
 and

  
 Christensen, Miller, Fink, Jacobs, Glaser, Weil &
Shapiro, LLP 
 10250 Constellation Boulevard, 19th Floor 
 Los Angeles, CA 90067 
 Attention: Janet S. McCloud 
 Telecopy: (310) 556-2920 
  
 7. All parties to the transactions contemplated by this Amendment acknowledge that none of Mr. Kirk Kerkorian, Tracinda Corporation or 250 Rodeo, Inc.,
individually or collectively, is a party to this Amendment. Accordingly, each of the parties hereto agrees that in the event (i) that there is any alleged breach or default by any party under the Deposit Agreement (as amended hereby) or any
agreement provided for herein or therein, or (ii) any party has any claim arising from or relating to the Deposit Agreement (as amended hereby) or any such agreement, no party shall commence any proceedings or otherwise seek to impose any liability


  

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whatsoever against Mr. Kirk Kerkorian, Tracinda Corporation nor 250 Rodeo, Inc. by reason of such alleged breach, default or claim. 
  
 8. This Amendment shall be governed by and construed in accordance with the
Laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. 
  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective
officers thereunto duly authorized as of the date first written above. 
  

			
	 SONY CORPORATION OF AMERICA

		
	 By:
	 	 /s/    ROBERT
WIESENTHAL        


	 	 	Name:  Robert Wiesenthal
	 	 	Title:    Executive Vice President and Chief              Financial Officer
	
	 METRO-GOLDWYN-MAYER INC.

		
	 By:
	 	 /s/    JAY RAKOW        


	 	 	Name:  Jay Rakow
	 	 	Title:    Senior Executive Vice President and              General Counsel