November 12, 1997
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated,
▇.▇. ▇▇▇▇▇▇ & CO.
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
▇▇▇▇▇▇ ▇▇▇▇ LLC
as U.S. Representatives of the several U.S. Underwriters
to be named in the within-mentioned U.S. Purchase Agreement
c/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL
▇.▇. ▇▇▇▇▇▇ SECURITIES LTD.
BEAR, ▇▇▇▇▇▇▇ INTERNATIONAL LIMITED
▇▇▇▇▇▇ ▇▇▇▇ LLC
as Lead Managers of the several International Managers
to be named in the within-mentioned International Purchase Agreement
c/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ International
Ropemaker Place
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
Re: Proposed Public Offering by Metro-▇▇▇▇▇▇▇-▇▇▇▇▇ Inc.
Dear Sirs:
The undersigned, a stockholder of Metro-▇▇▇▇▇▇▇-▇▇▇▇▇ Inc.,
a Delaware corporation (the "Company"), understands that (i) ▇▇▇▇▇▇▇
▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
("▇▇▇▇▇▇▇ ▇▇▇▇▇"), ▇.▇. ▇▇▇▇▇▇ & Co., Bear, ▇▇▇▇▇▇▇ & Co. Inc. and
▇▇▇▇▇▇ ▇▇▇▇ LLC (collectively, the "U.S. Representatives") propose to
enter into a purchase agreement (the "U.S. Purchase Agreement") with
the Company and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, ▇.▇. ▇▇▇▇▇▇
Securities Ltd., Bear, ▇▇▇▇▇▇▇ International Limited and ▇▇▇▇▇▇ ▇▇▇▇
LLC (collectively, the "International Representatives" and,
collectively, with the U.S. Representatives, the "Representatives")
propose to enter into a purchase agreement (the "International
Purchase Agreement" and, collectively, with the U.S. Purchase
Agreement, the "Purchase Agreement") with the Company, the Purchase
Agreements collectively, providing for the public offering of shares
(the "Securities") of the Company's common stock, par value $.01 per
share (the "Common Stock"). In recognition of the benefit that such an
offering will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned
agrees with each underwriter to be named in the Purchase Agreements
that, during a period of 180 days from the date of the Purchase
Agreements, the undersigned will not, without the prior written
consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, directly or indirectly, (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer any
shares of the Company's Common Stock or any securities convertible
into or exchangeable or exercisable for Common Stock, whether now
owned or hereafter acquired by the undersigned or with respect to
which the undersigned has or hereafter acquires the power of
disposition, or file any registration statement under the Securities
Act of 1933, as amended, with respect to any of the foregoing or (ii)
enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of the Common Stock, whether any such swap
transaction is to be settled by delivery of Common Stock or other
securities, in cash or otherwise; provided, however, that the U.S.
Representatives acknowledge that the undersigned has pledged and may
pledge in the future any such shares of the Company's Common Stock now
or hereafter owned by the undersigned pursuant to its existing and any
future pledge or loan agreements; provided further, however, that the
undersigned may transfer, or grant options to purchase, up to an
aggregate of 312,502 of such shares of Common Stock to the
undersigned's directors, officers, employees and affiliates so long as
such transferee or optionee agrees in writing to be bound by a letter
agreement substantially in the form of this Letter Agreement.
Very truly yours,
TRACINDA CORPORATION
/s/ ▇▇▇▇▇▇ ▇. York
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice Chairman
