quinn emanuel

trial lawyers | los angeles

865 South Figueroa Street, 10th Floor, Los Angeles, California 90017-2543 | TEL: (213) 443-3000 FAX: (213) 443-3100

November 16, 2010 VIA FEDERAL EXPRESS & EMAIL TO dfriedman@summit-ent.com David C. Friedman, Esq. Executive Vice President & General Counsel Summit Entertainment 1630 Stewart Street, Suite 120 Santa Monica, CA 90404 Re: 1) Letter from David C. Friedman, Esq. to Mr. Omar Amanat dated November 2, 2010, re-publication of same on Deadline Hollywood on November 4, 2010 and (2) Request for an independent investigation of possible mismanagement, conflicts of interest and other abuses by Summit management, as well as the lack of proper oversight and conflicts of interest with respect to directors on Summit's Board

Dear Mr. Friedman: My firm represents Mr. Omar Amanat, the Omar S. Amanat Annuity Trust and its successors and assignees ("Amanat"). Mr. Amanat is a founding member of the Board of Directors of Summit; he was critical in both providing and otherwise raising 50 percent of the equity capital of Summit’s majority shareholder during its $1 billion financing by Merrill Lynch in April 2007; a company he controlled at one time owned 20 percent of Summit’s parent; and he has an irrevocable right to regain that control at any time. I write (1) in response to your letter to him of November 2, 2010, the re-publication of that letter on November 4, 2010 on the blog Deadline Hollywood and its article interpreting your letter as
quinn emanuel urquhart & sullivan, llp
NEW YORK | 51 Madison Avenue, 22nd Floor, New York, New York 10010-1601 | TEL (212) 849-7000
FAX (212)

849-7100 875-6700 801-5100
FAX (650)

SAN FRANCISCO | 50 California Street, 22nd Floor, San Francisco, California 94111-4788 | TEL (415) 875-6600

FAX (415)

SILICON VALLEY | 555 Twin Dolphin Drive, 5th Floor, Redwood Shores, California 94065-2139 | TEL (650) 801-5000 CHICAGO | 500 W. Madison Street, Suite 2450, Chicago, Illinois 60661-2510 | TEL (312) 705-7400 FAX (312) 705-7401

LONDON | 16 Old Bailey, London EC4M 7EG, United Kingdom | TEL +44(0) 20 7653 2000 FAX +44(0) 20 7653 2100 TOKYO | NBF Hibiya Bldg., 25F, 1-1-7, Uchisaiwai-cho, Chiyoda-ku, Tokyo 100-0011, Japan | TEL +81 3 5510 1711 FAX +81 3 5510 1712 MANNHEIM | Erzbergerstraße 5, 68165 Mannheim, Germany | TEL +49(0) 621 43298 6000
FAX +49(0)

621 43298 6100

asserting that Mr. Amanat was an "imposter" with respect to ostensible claims he had made that he was "involved in the ownership, management, decision-making, and operations" of Summit; and (2) to request that the Summit Board of Directors retain outside independent counsel to investigate mismanagement, conflicts of interest and other abuses by Summit management, as well as the lack of proper oversight and conflicts of interest with respect to directors on Summit's Board. A. Mr. Amanat Has Significant Past Direct and Present Indirect Relationships with Summit Entertainment and Peak Group Holdings LLC.

Peak Group Holdings LLP is the majority owner of Summit Entertainment LLC (respectively, "Peak" and "Summit"). Summit was formed in approximately April 2007. As you know, Mr. Amanat was a founding Director of Summit's Board of Directors. He served as a Director for several months, until he voluntarily resigned and personally appointed Jeff Ivers to continue to represent his interests on the Board. Mr. Ivers was subsequently replaced and Mr. Amanat signed an agreement to support and appoint either Suhail Rizvi or Ben Kohn to his former seat. RT-SA II presently has a significant ownership interest in Peak of approximately 20 percent. RT-SA II has a nominee on Peak's Board of Directors and Summit's Board of Directors. Mr. Amanat and/or his Trust owned a majority of the Class A Membership units in RT-SA II at one time and he and/or his affiliates have rights today regain that control and trigger his right to appoint himself as a Class A Director to Summit's Board of Directors. In that position, he would in turn have the indirect right, to among other material things, not extend current management's employment contracts on January 15, 2012, when those contracts expire. B. The False Statements in Your Letter

The following statements in your letter are false. · "[Y]ou [Mr. Amanat] continue to misrepresent that you are currently affiliated with Summit, to third parties with whom Summit does business and to the general public through your internet posting. . . . [Y]ou continue to represent to third parties that you are involved in the ownership, management, decision-making and operations of Summit." You reference a December 8, 2009 letter from Stanton L. Stein, Esq. to Mr. Amanat and expressly adopt its factual allegations that Mr. Amanat "misrepresent[ed] [his] authority to screen The Twilight Saga: New Moon at a charity event," "misle[d] cast members into thinking that the screening was a sanctioned event," and wrongfully "solicited their participation in auctioning off a set visit for The Twilight Saga: Breaking Dawn."


Each of these statements is false. First, Mr. Amanat has not represented that he is currently affiliated with Summit. He has, in the past, asked you to provide him specifics about your claims to the contrary. You have failed to do. I am making that request again. 2

Your claim that Mr. Amanat did not have permission to screen Twilight Saga is, on its face, implausible. How did Mr. Amanat obtain a copy of the movie other than with Summit's knowledge and approval? As you know, of course he had he had permission before screening. On November 18, 2009, Louise Kaufman of Summit emailed Mr. Amanat, indicating the screening on the next day was approved and paid for by Summit (the email is attached hereto). Relatedly, Mr. Amanat solicited actors' participation in attending the screening with the permission of Summit executive Eric Kops, to whom he made the request at the Lincoln Center Screening. The actors themselves had just come from other charitable screenings that evening in New York, where they auctioned off lunches and experiences to audience members. What is more, Mr. Amanat has previously explained to you the lack of merit in Mr. Stein's December 8, 2009 letter and that its allegations were misleading in fact and substance. Your repetition of those misstatements is therefore knowing or reckless. C. The Misleading Half-truths and Misstatements In Your Letter

Your letter also states that: "As a result of [Mr. Amanat's] misrepresentations, we have been forced to respond to inquiries from business associates to confirm:" · · · · · · Mr. Amanat is "not a director of Summit." Mr. Amanat is "not involved in the management of Summit." Mr. Amanat is "not involved in the decisions made by Summit's management." Mr. Amanat is "not involved in any way with the business and operations of Summit." Mr. Amanat is "not authorized to act for Summit or otherwise bind Summit to any commitment." Mr. Amanat is "not a direct shareholder of Summit."

There are numerous misleading and defamatory aspects to these statements. First, they implicitly state that Mr. Amanat is making contrary assertions to the ones you claim you are being asked "to confirm," i.e., that he representing that he is a director of Summit, is involved in the management of Summit, and so on. Mr. Amanat has not made any such "misrepresentations" and your contrary assertions are either knowingly false or made in reckless disregard for the truth. Second, it is these statements, coupled with your direct misstatements, that caused Deadline Hollywood to conclude that Mr. Amanat is an "imposter" with respect to any claimed affiliation with Summit. This is preposterous  he is a founding member of the Board of Directors; he and his affiliates were critical in both providing and otherwise raising 50 percent of the equity capital of Summit's majority shareholder during its $1 billion financing by Merrill Lynch in April 2007, without which capital Summit would not have been in a position to do any of the Twilight movies; a company he controlled at one time owned 20 percent of Summit's 3

parent; and he and/or his affiliates have an irrevocable right to regain that control at any time. The notion that a person with such substantial connections to Summit at such high levels is an "imposter" is, of course, absurd  but that is the precise meaning your letter communicated. Finally, to say that he is "not involved in any way with the business and operations of Summit," when he holds options that would allow him to appoint himself to the Board of Directors as a Class A Director, and replace present management in thirteen months, is materially misleading. This is an unusual situation. One does not have to debate what the overall "gist and sting" of your defamatory letter is: it is that Mr. Amanat is a "'Twilight Biz imposter" who is trying to pretend he has a relationship with Summit when he has none. You make specific false and defamatory statements and the overall "gist and sting" of your letter is wildly misleading. My client has achieved phenomenal success in the business world and is a generous and significant philanthropist. He right values his excellent reputation in philanthropy, as well as the business and entertainment industry. Your false letter, which was quite evidently re-published with your active participation in a widely read Hollywood blog, has substantially damaged my client's reputation and caused him and his companies to lose valuable business opportunities. It is imperative that you correct your letter at promptly as possible. At a minimum, that will entail a letter retracting your false and defamatory letter of November 2, 2010, apologizing to Mr. Amanat for your misstatements, false innuendo and misleading omissions, and to provide the letter to Deadline Hollywood and exercise all the same effort to get it published that you expended to get your defamatory November 2, 2010 letter published in the first instance. D. Management Misconduct And Conflicts of Interests With Respect To Members of the Board of Directors at Summit and Call For An Investigation By An Independent Law Firm

As serious as the issues addressed in the foregoing are, I believe they are symptoms of even deeper problems. Your defamatory letter was a conscious smear campaign executed by senior Summit management in retaliation for the fact that their requests for excessive bonuses were blocked by the RT-SA II director with whom Mr. Amanat is affiliated. That they would deliberately and falsely smear the reputation of a founding director out of greedy pique illustrates the depth of management problems at Summit. This misconduct by senior Summit management is, unfortunately, likely only the tip of the iceberg. The reason senior Summit management is so badly mishandling their management duties is no doubt tied to insufficient oversight by the Board of Directors of Summit. (It is telling that other than the success of the Twilight series, Summit has had a consistent record of failure with many other releases.) The lack of oversight is not an accident, but flows directly from the inherent conflicts of interest of certain directors on the Board. Given the option Mr. Amanat holds, this is a matter of deep concern to my client. And as such he is demanding that the Board immediately retain outside independent counsel to investigate these and other abuses, including the lack of proper oversight by the Board. 4

Other than as shown below, I do not have the email or business addresses of the copyees to your letter to Mr. Amanat. I would appreciate it if you would forward my letter onto them. Moreover, it is my understanding that you in fact distributed copies of your November 2, 2010 letter more broadly than to the copyees, so I would ask you to distribute my letter to whoever else you distributed a copy of your letter. This is, of course, not a complete statement of all claims my client has against you and your employer, and it does not waive any such claims, all of which are expressly reserved. This type of reservation of right is, as I am sure you know from your letter to Mr. Amanat, sometimes pro forma, but here it serves more than its usual prophylactic role. As you know, there are confidentiality restrictions with respect to Peak's and Summit's operating agreements that would prevent a fuller recitation of the concerns about Summit's mismanagement.

Very truly yours,

Dominic Surprenant cc: Mr. Omar Amanat (by email only) Rob Friedman (by email only) Nancy Kirkpatrick (by email only)