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ORION BOARD APPROVES TERMS OF REORGANIZATION PROPOSAL

 ORION BOARD APPROVES TERMS OF REORGANIZATION PROPOSAL
 NEW YORK, Feb. 6 /PRNewswire/ -- Orion Pictures Corp. (NYSE: OPC)


announced that its board of directors voted at its meeting today to approve the terms of a joint proposal to reorganize Orion. The proposal was made by New Line Cinema Corp. (AMEX: NLN) and Metromedia Co. and is embodied in a letter of intent, approved today, among New Line, Metromedia and Orion. The board authorized the company to complete a definitive agreement promptly with New Line and Metromedia reflecting the agreed-upon terms. It also authorized the company to file a related plan of reorganization with the Bankruptcy Court for the Southern District of New York after review of such a plan by the board.
 The definitive agreement will be subject to Orion's ability to negotiate and accept higher and better offers. The plan will provide that if Orion accepts another offer or abandons the joint New Line/Metromedia plan, Orion will pay New Line liquidated damages of $1.5 million plus expenses not to exceed $500,000.
 Orion also announced that the creditors' committee representing Orion's unsecured creditors had advised the board that the committee does not object to the company's entering into a definitive agreement containing the terms of the proposal. The committee also advised Orion that it would not object to the filing of a plan with the Bankruptcy Court, subject to any higher and better offers. Wilbur Ross, senior managing director of Rothschild Inc., financial advisor to Orion's creditors' committee, stated, "I am pleased that Orion's reorganization effort is proceeding and am encouraged that the proposal, if approved, will result in the expeditious payment of the creditors' claims."
 The proposal contemplates that each of New Line and Metromedia would make separate investments in Orion of $12.5 million in cash and that Orion would receive an assignment of the economic rights now held by the MetMermaids joint venture which were acquired in connection with the film "Mermaids." These rights will total approximately $29 million as of October 1992.
 In return for its $12.5 million investment in Orion, Metromedia would receive 7-1/2 percent of reorganized Orion's common stock.
 Under the proposal, New Line would manage the operations of Orion and provide all distribution services to Orion (subject to outstanding licenses, as the same may be modified in the pending Chapter 11 proceeding). In addition, New Line would provide production, supervision and related services with respect to future product to be developed by Orion. In exchange for such services, New Line would receive fees ranging from 5 percent to 25 percent of revenues, with certain annual limits on such fees.
 New Line would also receive a production fee, included in the budget of future films to be produced by Orion, of 5 percent of the respective budgets.
 In addition, in exchange for its management and distribution services, its cash investment and the assignment to Orion of the "Mermaids" rights, New Line would receive approximately 46 percent of reorganized Orion's common stock.
 Metromedia would receive a 5 percent commission on any licensing revenue or funding provided by a certain foreign entity on terms acceptable to reorganized Orion.
 The proposal contemplates that existing trade creditors and all of the profit participants in Orion's film and other product will be paid in full. Orion's bondholders would receive approximately 45 percent of the outstanding capital stock of reorganized Orion and $60 million in principal amount of new 11 percent subordinated debentures to be issued by the reorganized Orion which would become due in February 2002. The debentures would have sinking fund provisions beginning in 1999. New Line would guarantee payment of $4 million of the annual interest payable on the debentures.
 In exchange for assignment of the "Mermaids" rights to New Line, which in turn will assign them to Orion, Metromedia will acquire 1.6 million newly issued shares of New Line's common stock (representing a price of approximately $18 per share based upon the amount of such obligation) together with a five-year warrant to purchase an additional 100,000 shares of New Line's common stock at $19 per share and a 7-year warrant to acquire an additional 100,000 shares at $25 per share.
 The final reorganization plan is subject to a number of conditions, including, among others, definitive documentation, governmental approval, the approval of certain of Orion's creditors and confirmation of the plan by the bankruptcy court.
 -0- 2/6/92
 /CONTACT: Amy Goldberg of Sitrick & Co., 310-788-2850, for Orion Pictures/
 (OPC NLN) CO: Orion Pictures Corp.; New Line Cinema Corp.; Metromedia Co. ST: New York IN: ENT SU: BCY


KJ-EH -- LA033 -- 7992 02/06/92 19:55 EST
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Date:Feb 6, 1992
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